Acquisition

Cohort PLC
27 July 2006


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


27 July 2006


                     COHORT PLC ('COHORT' OR THE 'COMPANY')


 Maiden acquisition of MASS Consultants for initial net consideration of £12.5
   million and Placing of 6.55 million shares at 135p per share to raise £8.8
                            million before expenses



Cohort plc, owner of Systems Consultants Limited, a leading independent defence
technical services business, today announces that it has conditionally agreed to
acquire MASS Consultants Limited ('MASS'), a UK-based independent defence
Systems House, for an initial net consideration of £12.5 million.  Further
deferred payments of up to £0.5 million are subject to MASS winning to two
specific substantial overseas contracts within 24 months after completion of the
transaction which is scheduled for 1 August 2006.


Deal Highlights

•      Maiden acquisition since Cohort's March 2006 listing on AIM is in line 
       with stated growth strategy
•      Expands Cohort footprint across joint defence establishments (Land, Sea 
       & Air)
•      Mass' strong order book provides considerable forward visibility
•      Provides enhanced profile of the Cohort Group across the MOD
•      Creates a platform to bid for larger contracts and enhance the group's 
       ability to cross-sell its services into different areas of defence
•      Funded in part by a Placing to raise £8.8 million


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

'The acquisition of MASS is consistent with Cohort's stated strategy of building
an independent business supplying  technical services to the defence market. The
acquisition will substantially increase the scale of the group and build its
capabilities into new related areas. MASS is an excellent fit with our existing
business, and should offer significant opportunities for growth in the future.'



Enquiries                                           

Cohort Group plc                                                   014 9141 2102
Stanley Carter, Chief Executive
Simon Walther, Finance Director

Investec                                                           020 7597 5970
Michael Ansell / Rupert Krefting

Gainsborough Communications                                        020 7190 1705
Julian Walker
Andy Cornelius



Introduction

The Board of Cohort, owner of Systems Consultants Services Limited ('SCS'), a
leading independent defence technical  services business, announces that it has
conditionally agreed to acquire MASS Consultants Limited ('MASS'), a UK-based
independent defence Systems House, for an initial net consideration of £12.5
million plus further deferred payments of up to £0.5 million subject to MASS
winning to two specific substantial overseas contracts within 24 months after
completion of the transaction. It is expected that the acquisition of MASS will
be completed on 1 August 2006.

The vendors of MASS ('Vendors') will receive £11.75 million of the initial net
consideration in cash on completion,  funded in part by way of a Vendor Placing
of 5,500,000 new Ordinary Shares at 135p per share ('the Placing Price') to
raise £7.4 million and funded also by the issue to a continuing director of MASS
of 185,185 new Ordinary Shares to a value of  £0.25 million at the Placing Price
with the balance from Cohort's existing cash resources. In addition one of the
Vendors of MASS ('Vendors') will retain 555,556 new Ordinary Shares
('Consideration Shares') to the value of £0.75 million at the Placing Price
issued to him as part of his consideration entitlement. In addition, Cohort is
raising a further £1.4 million by way of a cash placing at the Placing Price of
1,050,000 new Ordinary Shares ('Cash Placing').  The Vendor Placing and Cash
Placing (together 'the Placing') have both been underwritten in full by
Investec. The Cash Placing is not conditional upon completion of the acquisition
of MASS. If the acquisition does not complete, the Vendor Placing will not
occur.

Information on MASS

MASS Consultants Limited is a privately owned, UK-based independent Systems
House.  It was formed in 1983 and is based  in St Neots, near Cambridge, UK and
has an office in Lincoln, UK.   MASS has a defence and aerospace focus and
delivers systems engineering, software and electronic engineering service and
solutions (including design and manufacture) to government and industry.  MASS
has a particular strength in the provision of managed services for secure IT
systems.   Its major customer is the UK Ministry of Defence (MoD), which
accounted for 71% of turnover in the year ended 31 March 2006.  Other
significant customers in this period included MBDA, ITT Defence, Ofcom, VT
Shipbuilding and BAE Systems.  MASS's business spans three principal areas of
activity: Managed Services, Electronic Warfare (EW) and Secure Communications.

MASS's Managed Services activities centre on the provision of specialist
technical and IT services at secure MoD and  Government sites.  In 2000, MASS
won a ten year, £43 million contract to support a highly secure MoD Computer
Centre.  The scope of work includes systems modelling, IT maintenance and
support, operational analysis, software development and team management.  In
addition, MASS has recently won a five year extension contract (valued at £6.5
million) to continue its specialist support services provided to the UK's Air
Warfare Centre at RAF Waddington in Lincoln.  The scope of its work includes
tactics and countermeasures development, IT maintenance and support and database
development for the tri-service Defence Electronic Warfare Centre.  In
Electronic Warfare, MASS also provides independent advice, training, data
support and data management tools and is a contractor in the provision of EW
Operational Support services.  It has established a secure installation in
Lincoln from which these services are delivered to both UK and export customers.
In the latter case, these are either provided directly or in conjunction with
equipment manufacturers.

In Secure Communications, MASS has particular capabilities in research studies,
design services, flight qualification,  security accreditation and encryption
solutions.  It has successfully produced a number of systems in recent years. 
Key programmes have included the development of equipment for the Bowman
communication system, the US JTRS programme, secure helicopter communications
and secure radio management systems for large airborne platforms.  In
particular, MASS was awarded a three year £9 million contract in March 2006 to
develop, integrate and support an improved communications and radio management
capability on one of the UK's leading ISTAR platforms.  Moreover, MASS's secure
communications capability includes secure networks and the integration of
systems in secure shared working environments.

MASS has approximately 100 employees of whom approximately 80% are professional
engineers with the first degrees in  areas such as electronic engineering,
cybernetics, communications, computing, mathematics and physics.

In the year ended 31 March 2006, MASS reported an audited turnover of £11.0
million (2005: £11.2 million), profit  before tax, interest and exceptional
items of £0.3 million (2005: £0.5 million) and profit before tax of £0.6m (2005:
£0.6m).  In 2006, an exceptional profit of £0.2m was earned on the sale of a
fixed asset investment.    MASS has a substantial order book which currently
stands at approximately £34 million.  The assets of Mass on completion are
estimated to be £0.3 million (excluding the £1m in cash paid into MASS as part
of the pre-sale restructuring described below).

Reasons for the acquisition

Cohort was floated in March 2006 with the stated aim of building an independent
group in defence technical services,  including through the acquisition of
complementary companies.  The Directors of Cohort believe that MASS's activities
are complementary to those of the group's existing operations carried out
through its current sole operating subsidiary, SCS.  SCS has a particular
strength in the land based aspects of defence whereas MASS has well established
footprints in the air and maritime sectors. Together SCS and MASS have
significant presences in terms of long term contracts at key Joint (land, sea
and air) defence establishments: SCS at the Joint Warfare Development and
Training Centre of the Permanent Joint Headquarters at Northwood and MASS at the
Defence Electronic Warfare Centre at RAF Waddington.

The Directors believe that the acquisition will raise the profile of the Cohort
group across the MoD, provide a  platform to bid for larger contracts and
enhance the group's ability to cross sell its services into different areas of
defence.

MASS's strong order book provides considerable forward visibility. The Directors
of Cohort anticipate that the  acquisition will be earnings enhancing (before
goodwill amortisation) in the first full year of ownership.  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.

Terms of the acquisition

Pursuant to the acquisition agreement dated 27 July 2006 ('Acquisition
Agreement'), Cohort has conditionally agreed to  acquire the entire issued share
capital of MASS Communications Systems Limited, the holding company of MASS for
an initial net consideration of £12.5 million.

As part of the arrangements for a pre-sale restructuring of the MASS group,
Cohort has agreed to pay one of the  Vendors an additional £1 million in cash,
which will be used to acquire certain assets from MASS Communications Systems
Limited not being acquired by Cohort, which in turn will be acquired by Cohort
with the benefit of the additional £1 million in cash on the balance sheet,
hence the net consideration of £12.5 million.  The Vendors will therefore
receive a total initial payment of £13.5 million including £12.5 million in
cash, a further £0.25 million being paid to the Vendors by a continuing director
of MASS as referred to above, and the balance of £0.75 million being satisfied
in Consideration Shares (555,556 new Ordinary Shares valued at the Placing
Price).  The Vendors will also be entitled to further deferred payments
totalling no more than £0.5 million subject to MASS winning two specific
substantial overseas contracts within 24 months after completion of the
transaction, in which event the deferred sums are to be paid as a commission
against revenues received under those contracts. The Acquisition Agreement is
conditional, inter alia, on the Placing Agreement between the Company and
Investec becoming unconditional in all respects, including the admission to AIM
of the new Ordinary Shares issued pursuant to that agreement and it not being
terminated in accordance with its terms.

The Placing

Investec, as agent for Cohort, has agreed to procure subscribers for 1,050,000
Ordinary Shares ('Cash Placing Shares')  or, failing which, to subscribe itself
for such shares at the Placing Price on and subject to the terms of a placing
agreement dated 27 July 2006 between Cohort and Investec ('Placing Agreement'). 
The Cash Placing is conditional, inter alia, on the Acquisition Agreement
remaining in full force and effect, the Placing Agreement not being terminated
in accordance with its terms and admission of the Cash Placing Shares to trading
on the AIM market of the London Stock Exchange and becoming effective in
accordance with the AIM Rules by no later than 31 July 2006 (or such later date
as may be agreed being no later than 14 August 2006).  It is expected that
dealings in the Cash Placing Shares will commence on AIM at 8am on 31 July 2006.
The Cash Placing is not conditional upon the Acquisition Agreement being
completed or the Vendor Placing Shares being issued.

Investec, as agent for Cohort, has agreed to procure subscribers for 5,500,000
new Ordinary Shares ('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 placing of £7.4 million being paid to
the Vendors. The Vendor Placing is conditional, inter alia, on the Acquisition
Agreement being completed, the Placing Agreement not being terminated in
accordance with its terms and admission of the Cash Placing Shares and the
admission of the Vendor Placing Shares to trading on the AIM market of the
London Stock Exchange and becoming effective in accordance with the AIM Rules by
no later than 1 August 2006 (or such later date as may be agreed being no later
than 15 August 2006).

It is expected that dealings in the Vendor Placing Shares will commence on AIM
at 8am on 1 August 2006.  The Cash  Placing is not conditional upon the
Acquisition Agreement being completed or the Vendor Placing Shares being issued.
On Admission, the new Ordinary Shares will rank pari passu in all respects with
the existing ordinary shares in Cohort, including the right to receive the
dividend of 0.4p per share payable on 6 September 2006 to shareholders on the
register on 4 August 2006 (subject to approval at the annual general meeting on
31 August 2006).

Subscriptions

Simon Walther, Finance Director of Cohort, has agreed to subscribe for 10,000
new Ordinary Shares at the Placing Price.  Following the issue of these shares,
Mr Walther will be beneficially interested in 10,000 Ordinary Shares
representing 0.03% of the enlarged issued share capital.   A continuing director
of MASS has also agreed to subscribe for 37,037 new Ordinary Shares at the
Placing Price.  These subscriptions ('Subscription Shares') are being carried
out on the same terms as the Cash Placing.

Current Trading and Prospects

Announcing its maiden preliminary results for the year ended 30 April 2006 on 6
July 2006, the Company announced that  the Board was positive about the outlook
for the group.  The Board remains of this opinion.

Admission, Settlement and Dealings

Application has been made to the AIM Market of the London Stock Exchange for the
Consideration Shares, the Cash Placing  Shares, the Vendor Placing Shares and
the Subscription Shares to be admitted to trading. It is expected that Admission
of the Cash Placing Shares and the Subscription Shares will become effective and
that dealings will commence at 8.00am on 31 July 2006.  It is expected that
Admission of the Consideration Shares and the Vendor Placing Shares will become
effective and that dealings will commence at 8.00am on 1 August 2006. 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 31
July 2006 for the Cash Placing Shares and on 1 August 2006  for the Vendor
Placing Shares.

Investec Investment Banking, a division of Investec Bank (UK) Limited, 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 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.

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 Shares  in the capital of the Company placees
will be agreeing that they have read and understood this Appendix in its
entirety and to be making such 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 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 Article 49 of the FPO) (such
categories of investors being referred to as 'Relevant Persons') who are also
qualified investors for the purposes of 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 the 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 new Ordinary Shares in any
jurisdiction, including, without limitation, the United Kingdom, 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 Cash Placing

Investec, as agent for Cohort, has conditionally agreed to procure subscribers
for 1,050,000 Ordinary Shares ('Cash  Placing Shares') or, failing which, to
subscribe itself for such shares at a price of 135p per share (the 'Placing
Price') to raise approximately GBP1.4 million on and subject to the terms of a
placing agreement dated 27 July 2006 between Cohort and Investec ('Placing
Agreement').  The placing of the Cash Placing Shares ('Cash Placing') is
conditional, inter alia, on the Acquisition Agreement remaining in full force
and effect, the Placing Agreement not being terminated in accordance with its
terms and admission of the Cash Placing Shares to trading on the AIM market of
the London Stock Exchange and becoming effective in accordance with the AIM
Rules ('Cash Placing Shares Admission') by no later than 31 July 2006 (or such
later date as may be agreed being no later than 14 August 2006).

The Cash Placing is not conditional upon the Acquisition Agreement being
completed or the Vendor Placing Shares being  issued.

Application has been 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 will commence on  31 July 2006 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 5,500,000
new Ordinary Shares ('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 £7.4 million being
paid to the Vendors. The placing of the Vendor Placing Shares ('Vendor Placing')
is conditional, inter alia, on: the Acquisition Agreement being completed, the
Placing Agreement not being terminated in accordance with its terms and Cash
Placing Shares Admission  by no later than 31 July 2006 (or such later date as
may be agreed being no later than 14 August 2006) and admission of the Vendor
Placing Shares to trading on the AIM market of the London Stock Exchange and
becoming effective in accordance with the AIM Rules ('Vendor Placing Shares
Admission') by no later than 1 August 2006 (or such later date as may be agreed
being no later than 15 August 2006).

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 31 July 2006 (or such later
time and date as the Company and Investec may agree, being no later than 8.00 am
on 14 August 2006) 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 1 August (or such later time
and date as the Company and Investec may agree, being no later than 8.00 am on
15 August 2006) 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  a 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 from
the Vendor Placing proceeds a commission of a 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
the Group, its businesses and certain  matters connected with the Placing.
Investec is entitled to terminate the Placing Agreement in certain circumstances
prior to Admission, principally in the event that any of the warranties
contained therein are, or become, materially untrue, inaccurate or misleading or
if an event of force majeure arises. 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 Vendor Placing 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) Cash Placing Shares Admission occurring on 31 July 2006 or
such later date as the Company and  Investec may agree (not being later than 14
August 2006), 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 1 August 2006 or
such later date as the Company and  Investec may agree (not being later than 15
August 2006), 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' 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, 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 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 the 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








                      This information is provided by RNS
            The company news service from the London Stock Exchange