Acquisition

Cohort PLC
10 October 2007


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, 
CANADA, AUSTRALIA, SOUTH AFRICA OR THE REPUBLIC OF IRELAND.


10 October 2007


Cohort plc ('Cohort' or the 'Company')


  Acquisition of SEA (Group) Ltd for a maximum consideration of £25.4 million

  Placing of 5.0 million shares at 150p per share to raise £7.5 million before
                                    expenses


Cohort plc, a leading independent defence technical service provider and owner
of Systems Consultants Services Ltd ('SCS') and MASS Consultants Ltd ('MASS'),
today announces that it has conditionally agreed to acquire SEA (Group) Ltd
('SEA'), a UK-based independent systems engineering and software company, for an
initial consideration of £20.7 million to be satisfied in shares and cash with
further performance-related deferred consideration in cash of up to £4.7
million.


Deal Highlights

• Second acquisition since Cohort's March 2006 listing on AIM in line 
  with stated growth strategy
• SEA's core capability is the development of innovative electronic surveillance 
  systems for the defence, space, transport and offshore markets
• SEA's strong position in naval defence markets complements MASS's position in 
  air and SCS in land
• Creates a platform to bid for larger contracts and enhance the group's ability 
  to cross-sell its services into different areas of defence
• Earnings enhancing in the current year excluding the impact of the 
  amortisation of acquired intangible assets *
• CEO of SEA, Ian Dale-Staples, to join board of Cohort on completion of the 
  acquisition and will hold an approximate 5% shareholding in Cohort
• Funded in part by a Vendor Placing to raise £6.0 million
• Additional VCT Cash Placing to raise £1.5 million
• The placings have been underwritten by Investec

* This statement shall not be interpreted to mean that the Company's future
earnings per share following the  acquisition will necessarily be greater than
or equal to the Company's historical earnings per share

Commenting on the Acquisition, Nick Prest CBE, Chairman of Cohort plc said:

'SEA substantially increases the scale of the group, develops our capabilities
into new related areas and is consistent  with Cohort's stated strategy of
building an independent group supplying technical services primarily to the
defence  market. SEA is an excellent fit with our existing businesses and will,
I believe, offer significant opportunities for  continued growth in the future.
We are pleased to welcome Ian Dale-Staples to the Cohort Board and look forward
to  working with him in the further development of SEA and the Cohort Group'


Ian Dale-Staples, CEO of SEA said:


'Joining Cohort, with its larger size and complementary capabilities, will
provide additional growth opportunities for SEA and its employees. I am
personally delighted to be joining the Cohort Board and look forward to
contributing to the development of the enlarged Cohort business.'



Enquiries
Cohort plc                                                         01491 843 150
Stanley Carter, Chief Executive
Simon Walther, Finance Director

Investec                                                           020 7597 5970
Michael Ansell
Rupert Krefting

Hogarth Partnership                                                020 7357 9477
Julian Walker
Andrew Jaques


Note to Editors

Cohort (www.cohortplc.com)


Cohort is a defence technical services group. It operates through two
wholly-owned subsidiaries, MASS Consultants Limited (MASS) and Systems
Consultants Services Limited (SCS), both of which are leading independent
service providers, working for defence, wider government and industry clients.


   • MASS (www.mass.co.uk) was acquired by Cohort in August 2006 for an
    initial consideration of £12.5m and is an independent UK Systems House
    focused on the defence and aerospace markets. MASS offers specialist skills
    in four main business areas: Managed Services, Electronic Warfare, Secure
    Communications and Information Systems.
   • SCS (www.scs-ltd.co.uk), Cohort's original operating company, provides
    independent consultancy support, which combines technical expertise with
    practical experience and domain knowledge, primarily but not exclusively to
    the defence sector.


Cohort was specifically established to capitalise on consolidation and organic
growth opportunities in the defence technical services market and was admitted
to trading on AIM on 8 March 2006.

Investec Investment Banking, a division of Investec Bank (UK) Ltd, which is
authorised and regulated by the Financial  Services Authority and is a member of
the London Stock Exchange, is acting exclusively for Cohort in connection with 
the Placing and the Offer and is not acting for any other person other than
Cohort and will not be responsible to any  person other than Cohort  for
providing the protections afforded to its customers or for providing advice on
the  transactions or arrangements referred to in this announcement.


Introduction

The Board of Cohort, a group of leading independent defence technical services
providers, today announces that it has  conditionally agreed to acquire SEA
(Group) Ltd ('SEA'), a UK-based independent systems engineering and software 
company predominantly in the defence sector, for an initial consideration to be
paid on completion of £20.7 million  ('Initial Consideration') and performance
based deferred consideration of up to £4.7 million ('Deferred Consideration').

The Initial Consideration of £20.7 million will be satisfied as to £10.4 million
to £12.6  million in cash and £8.2  million to 10.3 million by the issue of new
ordinary shares in Cohort to the vendors of SEA ('Consideration Shares').   The
Deferred Consideration of up to £4.7 million will be satisfied entirely in cash.
The cash component of the Initial  Consideration will be financed as to £6.0
million by way of a vendor placing of 4.0 million new ordinary shares of 10p 
each in Cohort ('Vendor Placing Shares') at a price of 150p per share ('Placing
Price') ('Vendor Placing') with the  balance of the consideration financed by
Cohort's existing cash resources and a new debt facility. In addition, there 
will be a cash placing to raise £1.5 million for working capital purposes ('Cash
Placing'). The placings have been  underwritten by Investec.

The Cash Placing is conditional, amongst other things, on the offer to acquire
SEA becoming wholly unconditional  subject only to admission of the
Consideration Shares and the Vendor Placing Shares to the AIM Market. It is
expected  that dealings in the Vendor Placing Shares and Consideration Shares
will commence on AIM at 8am on 17 October 2007.

Information on SEA

SEA is a privately owned, UK-based independent systems engineering and software
company. Its core technical capability  lies in electronic surveillance systems
based on knowledge of sensors for vibration, radar, sonar and laser and skills 
in signal processing, data analysis and recording, data fusion and secure
communications. Based on these technical  capabilities SEA delivers consultancy,
research and development, high technology products and support services to 
markets in the defence, aerospace and transport sectors. Formed in 1988 and
based in Beckington, near Frome, UK, SEA's  major customer is the UK Ministry of
Defence (MoD), which directly accounted for 34% of turnover in the year ended 31
March 2007.  Other significant customers in this period included Devonport
Management Ltd (now part of Babcock), the  European Space Agency, QinetiQ plc,
WSP Civils and BAE Systems.

In the year ended 31 March 2007, SEA reported an audited turnover of £18.2
million (2006: £19.0m) and profit before tax  of £1.5 million (2006: £1.6
million). The order book at the year end was £17.6 million (2006: £12.3
million). The net  assets as at 31 March 2007 were £4.4 million (2006: £3.5
million).

SEA operates through four divisions: Defence, Space, Transport and Offshore:

•   Defence (77% of turnover in the year to March 2007) provides technical 
    services and products in relation to land and air systems, intelligent 
    surveillance systems, underwater systems and maritime systems.
•   Space (12% of turnover in 2007) serves both the civil space and civil 
    aerospace markets.  Clients for this division include the European Space 
    Agency, Particle Physics and Astronomy Research (PPAR), EADS Astrium and 
    Thales-Alenia.
•   Transport (8% of turnover in 2007) provides technical services in relation 
    to roads and intelligent transport systems and for rail and aviation 
    markets. Clients include the Department of Transport / Highways Agency, 
    Transport for London, WSP Civils and Network Rail.
•   Offshore (3% of turnover in 2007) provides technical services in relation to 
    seabed surveying and engineering design. Clients include Nautronix and 
    Seatronics.

SEA employs around 210 staff of whom approximately 15% have masters degrees and 
10% have doctorates.

Rationale for the acquisition

Cohort was floated in March 2006 with the stated strategy of building an
independent group in defence technical  services both through organic growth and
through the acquisition of complementary businesses with good growth prospects 
and strong inherent management teams. SEA's strong presence in naval markets
complements that of MASS's in the air and  maritime sectors and its wider
operations complement SCS's particular strength in the joint services and land
based  aspects of defence. SEA has a strong management team and good reputation
in the markets it serves.

The Directors of Cohort believe that the acquisition will increase the profile
of the Cohort group across the MoD and  markets in general, provide a platform
to bid for larger contracts and enhance the group's ability to cross sell its 
services into different areas of defence. In addition there will be cost saving
opportunities through the  rationalisation of shared services.

The Directors of Cohort anticipate that the acquisition will be earnings
enhancing (before the impact of the  amortisation of acquired intangible assets)
in the current year.  This statement should not be interpreted to mean that  the
Company's future earnings per share following the acquisition will necessarily
be greater than or equal to the  Company's historical earnings per share.

Ian Dale-Staples will join the Board of Cohort upon completion of the
acquisition as an executive director and has  elected to receive 61% of his
Initial Consideration in Consideration Shares. Ian Dale-Staples currently has a
21.9%  holding in SEA.  Mr Dale-Staples' basic salary is £135,000 per annum
(including pension contributions) and he is  entitled to participate in a
performance related bonus scheme.

Terms of the acquisition

The acquisition is being effected by way of an offer to SEA's shareholders to
acquire their shares ('the Offer').  SEA  is predominantly owned by its
directors and employees. The Offer, which has been recommended unanimously by
the SEA  board, values the entire issued share capital of SEA at up to £25.4
million.  Of this, £20.73 million Initial  Consideration is due when the Offer
becomes wholly unconditional and up to £4.67 million is payable following 
determination of (and depending on the level of) the earnings of SEA during the
13 month period ending 30 April 2008  ('Deferred Consideration').  In respect of
the Initial Consideration, SEA Shareholders are being offered a mixture of  cash
and new ordinary shares in Cohort. The Deferred Consideration is payable
entirely in cash.

Irrevocable undertakings to accept the Offer have been given to Cohort by the
SEA Directors and the founder SEA  Shareholders in respect of all of their SEA
Shares, representing approximately 81.9 per cent. of the issued share  capital
of SEA. Of their Initial Consideration, these Shareholders have in aggregate
undertaken to receive 52.4% of  their Initial Consideration in cash and 47.6% in
new Cohort Shares.  The Directors of Cohort expect that the Offer will  become
unconditional in all respects on 17 October 2007 when the Vendor Placing Shares
and the first tranche of the  Consideration Shares are expected to be admitted
to AIM.

Depending on the elections of those 18% of SEA Shareholders who have not yet
provided acceptances, the Initial  Consideration will be satisfied as to between
£10.4 million and £12.6 million in cash and between £8.2 million and  £10.3
million by the issue of Consideration Shares. A total of between 5.4 million and
6.9 million Consideration Shares  will be issued to SEA Shareholders. £6.0
million of the cash payable as part of the Initial Consideration will be 
financed by means of the placing of 4.0 million Vendor Placing Shares.

Payment of the Deferred Consideration is dependent on the SEA Group achieving
earnings before interest and taxation ('EBIT') calculated in accordance with the
terms of the Offer of more than £2 million for the 13 month period ending on 30
April 2008 (the 'Earn Out Period'). The amount of the Deferred Consideration is
dependent on the amount by which EBIT exceeds £2 million. If EBIT for the
Deferred Period is £2.5 million or more, the Deferred Consideration will be paid
in full. The Deferred Consideration, if any, will be paid out following the
publication of the audited results of Cohort for the year ending 30 April 2008.

All SEA Shareholders who receive Consideration Shares in exchange for SEA Shares
will be required to undertake not to  sell, transfer or otherwise deal in those
Consideration Shares until twelve months after the Offer becomes wholly 
unconditional, save in certain limited circumstances.

The Placing

Cohort intends to finance the cash element of the acquisition out of a
combination of its existing cash resources, a new debt facility and by means of
a placing by Investec of the Vendor Placing Shares.


Investec, as agent for Cohort, has agreed to procure subscribers for 4.0 million
Vendor Placing Shares or, failing which, to subscribe itself for such shares at
the Placing Price of 150p per Vendor Placing Share on and subject to the terms
of an agreement dated 10 October 2007 between Cohort and Investec (the 'Placing
Agreement'). The Vendor Placing is conditional, amongst other things, on the
Cash Placing referred to below becoming unconditional not later than the day
prior to the Vendor Placing becoming unconditional; the irrevocable undertakings
obtained from SEA Shareholders remaining in full force and effect; the Placing
Agreement not being terminated in accordance with its terms and admission of the
Vendor Placing Shares and the Consideration Shares to trading on the AIM market
of the London Stock Exchange ('AIM') and becoming effective in accordance with
the AIM Rules ('Non Cash Admission') by no later than 17 October 2007 (or such
later date as may be agreed by Investec being no later than 24 October 2007).

Cohort is also placing additional Cohort Shares (the 'Cash Placing Shares') to
raise additional working capital for  Cohort. The Cash Placing will be completed
on the day before the expected date of Non-Cash Admission. In the Cash  Placing,
1.0 million Cash Placing Shares will be allotted to subscribers procured by
Investec, or to Investec as  principal to the extent that it does not procure
subscribers, at the Placing Price on and subject to the terms of the  Placing
Agreement. The Cash Placing is conditional, amongst other things, on the
irrevocable undertakings being given  by the certain SEA Shareholders; the offer
becoming unconditional in all respects (save as regards Non-Cash Admission)  and
Cohort not having amended or waived any of the terms or conditions of the Offer
without Investec's prior approval;  the Placing Agreement not being terminated
in accordance with its terms; and admission of the Cash Placing Shares to 
trading on the AIM and becoming effective ('Cash Placing Admission') by no later
than 8 a.m. on 16 October 2007 (or  such later date as may be agreed by Investec
being no later than 23 October  2007).

Current Trading and Prospects

Announcing its preliminary results for the year ended 30 April 2007 on 10 July
2007, the Company stated that the Board  was positive about the outlook for the
continued progress of the group.  The Board remains of this opinion.

Admission, Settlement and Dealings

Applications will shortly be made to the London Stock Exchange for the Cash
Placing Shares, Consideration Shares and  the Vendor Placing Shares to be
admitted to trading on AIM. It is expected that admission of the Cash Placing
Shares  will become effective and that dealings on AIM will commence at 8.00am
on 16 October 2007. It is expected that  admission of the first tranche of
Consideration Shares and the Vendor Placing Shares will become effective and
that  dealings on AIM will commence at 8.00am on 17 October 2007. It is expected
that the Cash Placing Shares and the Vendor  Placing Shares will be issued in
uncertificated form and that CREST accounts will be credited on 16 October 2007
for  the Cash Placing Shares and on 17 October 2007 for the Vendor Placing
Shares.

Appendix

Terms and Conditions of and Important Information relating to the Vendor Placing
and the Cash Placing (together the  'Placings')

By participating in the Vendor Placing or the Cash Placing and acquiring Vendor
Placing Shares or Cash Placing each  person who is invited and chooses to
participate in the Placings (a 'Placee') is deemed to be agreeing that they have
read and understood this Appendix in its entirety and that they will be making
such an offer to acquire Vendor Placing  Shares  or Cash Placing Shares on the
terms and conditions, and to be providing the representations, warranties and 
acknowledgements, contained in this Appendix.

The Placings, and the terms and conditions herein, are directed exclusively at
investment professionals (within the  meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion Order) 2005  ('FPO') and 
high net worth companies, unincorporated associations etc (within the meaning of
Article 49 of FPO) (such categories of  investors being referred to as 'Relevant
Persons') who are also qualified investors for as defined in section 86 of the 
Financial Services and Markets Act 2000 ('FSMA'). No person other than Relevant
Persons contacted by Investec may  participate in the Placings or rely on any
communication relating to the same. Accordingly, this announcement is exempt 
from the general restriction set out in section 21 of FSMA on the communication
of invitations or inducements to engage  in investment activity and has not been
approved by a person who is authorised under FSMA.

Members of the public are not entitled to take part in the Vendor Placing or the
Cash Placing and this announcement is  communicated to them for the purposes of
information only. The offer of the Vendor Placing Shares and the Cash Placing 
Shares has not been made to the public for the purposes of the section 102B of
FSMA. This announcement and the terms  and conditions herein must not be relied
on, acted on or responded to by persons who are not Relevant Persons.

This announcement and Appendix do not constitute an offer to sell or issue or
solicitation of an offer to buy or  subscribe for ordinary shares of Cohort
('Ordinary Shares') in any jurisdiction, including, without limitation, the 
United States, Canada, Australia, Japan and the Republic of Ireland. This
announcement and the information contained  herein are not for publication or
distribution, directly or indirectly, to persons in the United States, Canada, 
Australia, Japan, the Republic of Ireland or in any jurisdiction in which such
publication or distribution is unlawful.  The Vendor Placing Shares and the Cash
Placing Shares referred to in this announcement have not been and will not be 
registered under the US Securities Act of 1933 ('the Securities Act') and may
not be offered or sold within the United  States absent registration or an
exemption from registration. The Vendor Placing Shares and the Cash Placing
Shares are  to be offered and sold outside the United States in accordance with
Regulation S under the Securities Act.

The distribution of this announcement and the placing and/or issue of the Vendor
Placing Shares and the Cash Placing  Shares in certain jurisdictions may be
restricted by law. Persons to whose attention this announcement has been drawn 
are required by the Company and Investec to inform themselves about and to
observe any such restrictions.

Any acquisition or application for Cash Placing Shares or Vendor Placing Shares
by Placees should only be made on the  basis of information contained in this
document.

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with each  other and the existing Ordinary Shares in
issue 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.

The Placing Shares will be issued free of any pre-emption rights, encumbrance,
lien or other security interest.  The  Company confirms that it is entitled to
allot the Placing Shares pursuant to section 80 of the Companies Act 1985 as 
amended, as if section 89(1) of that Act did not apply to such allotment.

Each of Investec and its Affiliates (as defined below) is entitled to 
participate as a Placee.

A single price (the 'Placing Price') will be payable to Investec by all Placees.

Prospective Placees will be identified and contacted by Investec.

The Cash Placing

Investec, as agent for Cohort, has conditionally agreed to procure subscribers
for 1,000,000 Cash Placing Shares or,  failing which, to subscribe itself for
such shares at the Placing Price to raise approximately £1.5 million on and 
subject to the terms of the Placing Agreement.  The Cash Placing is conditional,
amongst other things, on the warranty  agreement between the Company and certain
SEA Shareholders being entered into (the 'Warranty Agreement'), the  irrevocable
undertakings being given by certain SEA Shareholders; the relevant SEA
Shareholders having accepted the  Offer in accordance with the Warranty
Agreement or (as appropriate) the irrevocable undertakings, the Offer becoming 
unconditional in all respects (save as regards Cash Placing Admission), Cohort
not having amended or waived any of the  terms or conditions of the Offer
without Investec's prior approval, the Placing Agreement not being terminated in
accordance with its terms, and Cash Placing Admission becoming effective by no
later than 8 am on 16 October 2007 (or  such later date as may be agreed by
Investec being no later than 23 October 2007).

Although the Cash Placing is conditional on the Offer becoming unconditional in
all respects (save as regards Cash  Placing Admission) it is not conditional on
the Offer becoming wholly unconditional, or the Vendor Placing Shares or  the
Cohort Consideration Shares being issued.

Application will shortly be made to the London Stock Exchange for the admission
of the Cash Placing Shares to trading  on AIM. It is expected that admission
will occur and that dealings on AIM will commence on 16 October 2007 at which 
time it is also expected that the Cash Placing Shares will be enabled for
settlement in CREST.

Vendor Placing

Investec, as agent for Cohort, has agreed to procure subscribers for 4,000,000
Vendor Placing Shares or, failing which,  subscribe itself for such shares at
the Placing Price on and subject to the terms of the Placing Agreement with the 
proceeds of the Vendor Placing of £6.0 million being paid to Capita Registrars
for distribution to certain SEA  Shareholders. The Non-Cash Admission is
conditional, amongst other things, on the Cash Placing Shares having been 
issued, Cash Placing Admission becoming effective not later than the day prior
to the Non-Cash Admission, the Warranty  Agreement remaining in full force and
effect, the irrevocable undertakings obtained from SEA Shareholders remaining in
full force and effect, the Placing Agreement not being terminated in accordance
with its terms and the Non-Cash  Admission becoming effective by no later than
17 October 2007 (or such later date as may be agreed by Investec being no  later
than 24 October 2007).

Prospective Placees will be contacted by Investec to invite them to submit a bid
in the Placing process for either Cash  Placing Shares and or Vendor Placing
Shares. If a bid is successful, the Placee's allocation will be confirmed to it 
orally following the close of the Cash Placing or the Vendor Placing process,
and a conditional contract note will be  dispatched as soon as possible
thereafter. Investec's oral confirmation to the Placee after the Cash Placing
process or  the Vendor Placing process has closed in connection with this
announcement will constitute a legally binding commitment  upon the Placee to
subscribe for the number of Cash Placing Shares or Vendor Placing Shares
allocated to it on the  terms and conditions set out in this Appendix. Investec
is arranging the Cash Placing and the Vendor Placing as agent  of the Company.
Participation will only be available to persons invited to participate by
Investec.

Further terms of the Placing Agreement

If the conditions of the Placing Agreement applicable to the Cash Placing are
not fulfilled or waived on or before 8.00  am on 16 October 2007 (or such later
time and date as the Company and Investec may agree, being no later than 8.00 am
on 23 October 2007) the Cash Placing will not become unconditional and any Cash
Placing monies paid in advance in  respect of Cash Placing Shares will be
returned to the placees, without interest, as soon as practicable thereafter.

If the conditions of the Placing Agreement applicable to the Vendor Placing are
not fulfilled or waived on or before  8.00 am on 17 October 2007 (or such later
time and date as the Company and Investec may agree, being no later than 8.00 
am on 24 October 2007) the Vendor Placing will not become unconditional and any
Vendor Placing monies paid in advance  in respect of Vendor Placing Shares will
be returned to the placees, without interest, as soon as practicable 
thereafter.

In consideration of its services in connection with the Cash Placing, the
Company will pay to Investec a commission of  four percent of the aggregate
value, at the Placing Price, of the Cash Placing Shares.  In consideration of
its  services in connection with the Vendor Placing, Investec will receive a
commission of four percent of the aggregate  value, at the Placing Price, of the
Vendor Placing Shares.

The Placing Agreement contains warranties given by the Company with respect to
Cohort and its subsidiaries, their  businesses and certain matters connected
with the Placing. Investec is entitled to terminate the Placing Agreement in 
certain circumstances prior to Cash Placing Admission or Non Cash Admission.
These events include, among other things,  if any of the warranties given by the
Company in the Placing Agreement 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 Cash Placing Admission or  Non-Cash Admission by reference to
the facts subsisting at the relevant time in any respect which in any such case 
Investec considers material  in the context of the Placing and Cash Placing
Admission or Non-Cash Admission; Company  fails in any material respect to
comply with any of its obligations under the Placing Agreement or if it cannot
comply  with any such obligations or if certain events occur the effect of which
(whether taken singly or together) in the  judgment of Investec makes it
temporarily or permanently impracticable or inadvisable to proceed with the
Placing on  the terms and in the manner contemplated in this announcement or the
Placing Agreement. In addition, the Company has  given an indemnity to Investec
and its affiliates in respect of, amongst other things, the performance by
Investec of  its services in connection with the Placings and the applications
on behalf of the Company to the London Stock Exchange  for Cash Placing
Admission and Non-Cash Admission.

The exercise by Investec of any right of termination under the Placing Agreement
shall be within its absolute  discretion and Investec shall not have any
liability to any Placee, or any other person for whom any Placee is  subscribing
Placing Shares, in respect of any decision which either may make as to whether
or not to exercise any right  of termination or any of its other rights under
the Placing Agreement.

General

These terms and conditions apply to persons making an offer to subscribe for
Cash Placing Shares under the Cash Placing  and or an offer to subscribe for
Vendor Placing Shares under the Vendor Placing. Each person to whom these
conditions  apply, as described above, who confirms his agreement to Investec to
subscribe for Cash Placing Shares or Vendor  Placing Shares (which may include
Investec and/or its nominee(s)) hereby agrees with each of Investec and the
Company  to be bound by these terms and conditions as being the terms and
conditions on which the Cash Placing Shares or Vendor  Placing Shares will be
issued under the Placings. A Placee shall, without limitation, become so bound
if Investec  confirms to it (i) the Placing Price and (ii) its allocation (the
'Confirmation').

Conditional on (i) Non-Cash Admission occurring on 17 October 2007 or such later
date as the Company and Investec may  agree (not being later than 24 October
2007), and (ii) Investec having given Confirmation, each Placee agrees to 
subscribe for the number of Cash Placing Shares allocated to it, at the Placing
Price. To the fullest extent permitted  by law, each Placee acknowledges and
agrees that it will not be entitled to exercise any remedy of rescission at any 
time. This does not affect any other rights a Placee may have. A conditional
contract note will be dispatched as soon  as possible following the
Confirmation.

Each Placee undertakes to pay the Placing Price for the Cash Placing Shares
issued to such Placee on a delivery versus  payment ('DVP') basis within CREST
as shall be directed by Investec. Liability for stamp duty and stamp duty
reserve  tax is described below. In the event of failure by any Placee to pay as
so directed, the relevant Placee shall be  deemed hereby to have appointed
Investec or any nominee of Investec to sell (in one or more transactions) any or
all of  the Cash Placing Shares in respect of which payment shall not have been
made as directed by Investec.

Conditional on (i) Vendor Placing Shares Admission occurring on 17 October 2007
or such later date as the Company and  Investec may agree (not being later than
24 October 2007), and (ii) the Confirmation, each Placee agrees to subscribe 
for the number of Vendor Placing Shares allocated to it, at the Placing Price.
To the fullest extent permitted by law,  each Placee acknowledges and agrees
that it will not be entitled to exercise any remedy of rescission at any time.
This  does not affect any other rights a Placee may have. A conditional contract
note will be dispatched as soon as possible  following the Confirmation.

Each Placee undertakes to pay the Placing Price for the Vendor Placing Shares
issued to such Placee on a delivery  versus payment ('DVP') basis within CREST
as shall be directed by Investec. Liability for stamp duty and stamp duty 
reserve tax is described below. In the event of failure by any Placee to pay as
so directed, the relevant Placee shall  be deemed hereby to have appointed
Investec or any nominee of Investec to sell (in one or more transactions) any or
all  of the Vendor Placing Shares in respect of which payment shall not have
been made as directed by Investec.

This announcement is the sole responsibility of the Company. Investec is acting
as nominated adviser and broker to the  Company and to no other person in
relation to the Placings. Investec will not be responsible to any person other
than  the Company for providing the protections afforded to the customers of
Investec nor for advising any person other than  the Company on the transactions
and arrangements referred to in this document.

No offering document or prospectus has been or will be submitted to be approved
by the UKLA in relation to the Placings  and the Placees' commitments will be
made solely on the basis of the information contained in this announcement. Each
Placee, by accepting a participation in the Cash Placing or the Vendor Placing,
agrees that the content of this  announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied on  any
other information, representation, warranty or statement made by or on behalf of
Investec or the Company and  neither Investec or the Company will be liable for
any Placee's decision to accept this invitation to participate in  the Cash
Placing or the Vendor Placing based on any other information, representation,
warranty or statement which the  Placee may have obtained or received. Each
Placee 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 Cash Placing or the  Vendor Placing. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.

By participating in either of the Placings, each Placee irrevocably represents,
warrants and undertakes to Investec and  the Company that:

(a) it and/or each person on whose behalf it is participating (in whole or in
part) in the Cash Placing or the Vendor  Placing or to whom it allocates its
placing shares ('Placing Shares' which shall mean Cash Placing Shares and or
Vendor  Placing Shares) in whole or in part:

(i) has the capacity and authority and is entitled to enter into and perform its
obligations as a subscriber of Placing  Shares and will honour such obligations;
and

(ii) has fully observed all laws of relevant jurisdictions and obtained all
necessary governmental or other consents in  either case which may be required
in relation to the subscription by it of Placing Shares;

(b) it is not a person who is resident in, or a citizen of, the United States,
Canada, Australia, the Republic of  Ireland or Japan (or an agent or nominee of
such a person) or a corporation, partnership or other entity organised  under
the laws of any such jurisdiction (or an agent or nominee of such a person);

(c) it is a Relevant Person and a qualified investor for the purposes of section
86 of FSMA;

(d) in agreeing to subscribe for Placing Shares it has received and read this
document including this Appendix and is  not relying on any information,
representation or warranty relating to the Placing, the Placing Shares or the
Company  other than as contained in this document and it has not relied on and
is not relying on any representation or warranty  or agreement by Investec or
the Company or any of their respective directors, employees or agents or any
other person  except as set out in the express terms herein;

(e) save where Investec has been given prior written notice to the contrary and
Investec has expressly agreed thereto  in writing, in participating in the
Placing it is acting as principal and for no other person and that its
acceptance  of that participation will not give any other person a contractual
right to require the issue by the Company of any of  the Placing Shares;

(f) it irrevocably confirms Investec's discretion with regard to the Placing
Agreement and agrees that Investec owes it  no fiduciary or other duties in
respect of any claim it may have relating to the  Cash Placing or the Vendor
Placing  (together the 'Placings' and individually a 'Placing') ;

(g) it acknowledges 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, that the relevant clearances have not been and will not be
obtained from the Securities Commission of any province of Canada and that the
Placing Shares have not been and will  not be registered under the securities
laws of Australia, the Republic of Ireland or Japan and, therefore, the Placing 
Shares may not, subject to certain exceptions, be directly or indirectly offered
or sold in the United States, Canada,  Australia, the Republic of Ireland or
Japan;

(h) it acknowledges and agrees that neither it nor any affiliate, nor any person
acting on its or any affiliate's  behalf, has or will offer, sell, take up,
renounce, transfer or deliver directly or indirectly any Placing Shares  within
the United States, Canada, Australia, the Republic of Ireland or Japan or offer,
sell, take up, renounce,  transfer or deliver in favour of a resident of the
United States, Canada, Australia, the Republic of Ireland or Japan;

(i) it has not offered or sold and will not offer or sell any Placing Shares in
the United Kingdom prior to Cash  Placing Admission or Non Cash Admission except
in circumstances which have not resulted and will not result in an  obligation
to publish an approved prospectus arising under section 85(1) of FSMA or a
breach of such section;

(j) it has complied with all relevant laws of all territories, or obtained all
requisite governmental or other consents  which may be required in connection
with its participation in the Placing; that it has complied with all requisite 
formalities and that it has not taken any action or omitted to take any action
which will or may result in Investec or  the Company or any of their respective
directors, officers, agents, employees or advisors acting in breach of the legal
and regulatory requirements of any territory in connection with the Placings or
its application; that it is not in a  territory in which it is unlawful to make
an offer to subscribe for Placing Shares; and that it will pay any issue or 
other taxes due under any relevant non-UK laws;

(k) it acknowledges and agrees in connection with its participation in the
Placing that Investec is not acting for it  in relation to the Placing or
otherwise and that Investec will not have any duties or responsibilities to it
for  providing the protections afforded to their customers or for advising it
with regard to the Placings or the Placing  Shares, nor do the contents of this
announcement constitute the giving of investment advice by Investec to it and
nor  does it expect Investec to have a duty to it similar or comparable to the
'best execution', 'suitability' and 'risk  warnings' rules of the Financial
Services Authority;

(l) it has obtained all necessary consents and authorities to enable it to give
its commitment to subscribe for Placing  Shares and to perform its obligations
as set out herein;

(m) save where Investec has been given prior written notice to the contrary, it
is not a person falling within  subsections (6), (7) or (8) of sections 67 or 70
or subsections (2) and (3) of section 93 or subsection (1) of section  96 of the
Finance Act 1986 (or an agent or nominee of such person);

(n) save where Investec has been given prior written notice to the contrary, the
issue of Placing Shares to it (whether  as principal, agent or nominee) will not
be subject to stamp duty or stamp duty reserve tax at the increased rates 
referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96
(Clearance Services) of the Finance Act  1986;

(o) in the case of a person who confirms to Investec on behalf of a Placee an
agreement to acquire Placing Shares  and/or who settle with Investec on a DVP
basis, that person represents and warrants that he has authority to do all  such
acts on behalf of the Placee;

(p) to the extent that a Placee is acquiring Placing Shares on behalf of a third
party and prior written notice of such  matter has been given to Investec as
contemplated by paragraph (e) of this appendix:

(i) such Placee has carried out applicable procedures to verify the identity of
such third party for the purposes of  the Money Laundering Regulations 2003 (the
'Regulations');

(ii) such Placee has complied fully with its obligations pursuant to the
Regulations; and

(iii) such Placee will provide Investec on demand with any information it might
require for the purposes of  verification under the Regulations;

(q) it is aware of, has complied with and will comply with its obligations in
connection with money laundering under  the Proceeds of Crime Act 2002 and
insider dealing under the Criminal Justice Act 1993;

(r) it acknowledges that the issue of the Placing Shares to it will be issued
subject to the terms and conditions set  out herein;

(s) it has read this announcement;

(t) acknowledges that no offering document or prospectus has been prepared in
connection with the Placing of the Placing Shares;

(u) acknowledges that the content of this announcement is exclusively the
responsibility of the Company and that  neither Investec nor any person acting
on their behalf is responsible for or shall have any liability for any 
information, representation or statement relating to the Company contained in
this announcement or any information  previously published by or on behalf of
the Company and will not be liable for any Placee's decision to participate in 
the Placings based on any information, representation or statement contained in
this announcement or otherwise; and

(v) represents and warrants that it has not received a prospectus or other
offering document and has not relied on any  information other than information
contained in this announcement or any information previously published by or on 
behalf of the Company and 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 Placing.

In the event that a Placee is not able to give the warranties in (m) and (n)
above, stamp duty or stamp duty reserve  tax may be chargeable or may be
chargeable at a higher rate. Neither Investec nor the Company will be
responsible for  any resulting liability to stamp duty or stamp duty reserve
tax, which shall be for the account of the Placee and in  respect of which the
Placee agrees to indemnify, and keep indemnified, Investec and the Company.

Each Placee irrevocably appoints any duly authorised officer of Investec as its
agent for the purpose of executing and  delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be registered
as  the holder of any of the Placing Shares offered to it.

Settlement of the transactions in the Placing Shares following Admission will
take place within the CREST system  against Investec's CREST account 331.

Investec will endeavour to meet the demands of those Placees indicating that
they wish to hold their Placing Shares in  certificated form.

In the case of a joint agreement to subscribe for Placing Shares, references to
a Placee in these terms and conditions  are to each Placee who is a party to
such agreement and each such Placee's liability is joint and several.

These terms and conditions and all documents and agreements into which these
terms and conditions are incorporated by  reference or otherwise validly form a
part will be governed by and construed in accordance with English law. For the 
exclusive benefit of Investec and the Company, each Placee irrevocably submits
to the exclusive jurisdiction of the  English courts in respect of these
matters. This does not prevent an action being taken against the Placee in
another  jurisdiction.

END




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