Equity Placing

FirstGroup PLC
09 February 2007



This announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States, Canada, South Africa, Australia, Japan
or any jurisdiction in which the same would be unlawful.  This announcement is
not an offer of securities in the United States, Canada, South Africa,
Australia, Japan or any jurisdiction in which the same would be unlawful.


Embargoed until 7.00 a.m.                                       9 February 2007

                FirstGroup plc ('FirstGroup' or the 'Company')

             EQUITY PLACING TO RAISE APPROXIMATELY £200 MILLION

FirstGroup has announced today the signing of a conditional agreement to acquire
Laidlaw International, Inc. ('Laidlaw') to create North America's leading
transport services company (the 'Acquisition').

As part of the funding for the Acquisition, FirstGroup today also announces a
bookbuilt, non pre-emptive placing (the 'Placing') of up to 39,527,477 new
ordinary shares of 5 pence each in the capital of FirstGroup (the 'Placing
Shares') to raise approximately £200 million.  The Placing is not conditional on
the Acquisition.  If the Acquisition does not complete, FirstGroup will use the
monies raised in the Placing for potential investment opportunities in
Continental Europe, or general corporate purposes in the UK and US. The Placing
Shares are being placed, subject to the terms and conditions of the Placing
Agreement, at a price (the 'Placing Price') to be agreed with the Company at the
close of the bookbuilding process.  The Placing Shares will represent a maximum
of approximately 9.99 per cent. of FirstGroup's current issued share capital. 
There has been no equity fund raising exercise by FirstGroup in the 12 months
immediately preceding the date of this announcement.

JPMorgan Cazenove Limited ('JPMorgan Cazenove') is acting as sole bookrunner to
the Placing, and JPMorgan Cazenove and UBS Limited ('UBS') (together, the 'Joint
Lead Managers') are acting as joint lead managers. The Placing has been fully
underwritten by J.P. Morgan Securities Ltd. ('JPMSL'), subject to the terms and
conditions of the Placing Agreement.  Demand for the Placing Shares, together
with the Placing Price, will be determined through a bookbuilding process (the
'Bookbuilding').  The books will open with immediate effect.  It is expected
that the books will close no later than 4.00 p.m. on 9 February 2007 and
allocations are expected to be announced, together with the Placing Price, as
soon as practicable thereafter.  JPMorgan Cazenove reserves the right to close
the Bookbuilding and announce allocations at any earlier or later time (with the
consent of the Company).  The Placing will take place in accordance with the
terms and conditions set out in the Appendix to this announcement.

The Placing Shares will, when issued, be credited as fully paid and will rank
equally in all respects with the existing ordinary shares of 5 pence each in the
capital of the Company ('Ordinary Shares'), 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 will
be made for the Placing Shares to be admitted to the Official List maintained by
the UK Listing Authority and to be admitted to trading by the London Stock
Exchange plc on its market for listed securities (together, 'Admission').

Settlement for Placing Shares issued pursuant to the Placing, as well as
Admission, is expected to take place on 14 February 2007.

This summary should be read in conjunction with the full text of the following
announcement and the separate announcement by the Company of the Acquisition
released today.

The Placing Shares have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the 'Securities Act') or under the laws of
any state of the United States and may not be offered, sold or transferred,
directly or indirectly, within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. In the United States, the
offering is being made only to a limited number of 'qualified institutional
buyers' in reliance on Rule 144A under the Securities Act. This announcement
does not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of, the Placing Shares in any state in which such offer,
solicitation or sale would be unlawful.    The Placing Shares have not been, and
will not be, registered with any regulatory authority of any state within the
United States.

ENQUIRIES:


FirstGroup
Moir Lockhead, Chief Executive                 Tel:  [phone]
Dean Finch, Finance Director                   Tel:  [phone]
Rachael Borthwick, Corporate 
Communications Director                        Tel:  [phone]

JPMorgan Cazenove                              Tel:  [phone]
(Financial advisers & broker to FirstGroup)
Ian Hannam
Malcolm Moir

Tricorn Partners                               Tel:  [phone]
(Financial advisers to FirstGroup)
Justin Dowley

UBS
(Broker to FirstGroup)
Robert Jennings                                Tel:  [phone]
Christopher Smith                              Tel:  [phone]

Brunswick                                      Tel:  [phone]
(PR for FirstGroup)
Giles Croot
Craig Breheny





This announcement is for information only and does not constitute an offer or
invitation to underwrite, subscribe for or otherwise acquire or dispose of any
securities or investment advice in any jurisdiction. Past performance is no
guide to future performance. Persons needing advice should consult an
independent financial adviser.

This announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States, Canada, South Africa, Australia, Japan
or any jurisdiction in which the same would be unlawful. This announcement does
not constitute an offer to sell or issue, or the solicitation of an offer to buy
or subscribe for, securities in the United States, Canada, South Africa,
Australia or Japan or any jurisdiction in which such offer or solicitation is
unlawful and should not be relied upon in connection with any decision to
acquire Placing Shares or other securities in the capital of the Company.  There
will be no public offer of Placing Shares in the United States, the United
Kingdom or elsewhere.

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

This announcement is only addressed to and directed at persons in member states
of the European Economic Area ('EEA') who are 'qualified investors' ('Qualified
Investors') within the meaning of Article 2(1)(e) of the EU Prospectus Directive
(Directive 2003/71/EC) (the 'Prospectus Directive'). Any person in the EEA who
acquires any securities in the Placing or to whom any offer of securities is
made will be deemed to have acknowledged and agreed that they are such a
Qualified Investor.

In the case of any securities acquired by a financial intermediary as that term
is used in Article 3(2) of the Prospectus Directive, such financial intermediary
will also be deemed to have represented and warranted that the securities
acquired by it in the Placing have not been acquired on a non-discretionary
basis on behalf of, nor have they have been acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale in a member state of the
EEA which has implemented the Prospectus Directive to Qualified Investors or in
circumstances in which the prior consent of JPMorgan Cazenove has been given to
each such proposed offer or resale.

The Company and the Joint Lead Managers and their respective affiliates, will
rely upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.

Certain statements in this announcement are forward-looking statements.  Such
statements speak only as at the date of this announcement, are based on current
expectations and beliefs and, by their nature, are subject to a number of known
and unknown risks and uncertainties that could cause actual results and
performance to differ materially from any expected future results or performance
expressed or implied by the forward-looking statement.  The information
contained in this announcement is subject to change without notice and neither
the Company nor the Joint Lead Managers assume any responsibility or obligation
to update publicly or review any of the forward-looking statements contained
herein.

This announcement has been issued by and is the sole responsibility of the
Company. JPMorgan Cazenove, UBS and their respective affiliates and agents shall
have no liability for any information contained in it relating to the Company.

JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for the Company and no
one else in connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients nor
for providing advice in relation to the Placing or in relation to the contents
of this announcement or for any other transaction, arrangement or matters
referred to in this announcement.

UBS is acting exclusively for the Company and no one else in connection with the
Placing and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing advice in
relation to the Placing or in relation to the contents of this announcement or
for any other transaction, arrangement or matters referred to in this
announcement.


APPENDIX: TERMS AND CONDITIONS

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF
INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE PERSONS
WHO: (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ('THE ORDER') OR ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; AND (B) ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000, AS AMENDED ('FSMA'); AND (C) HAVE BEEN INVITED TO PARTICIPATE IN THE
PLACING BY JPMORGAN CAZENOVE OR UBS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS 'RELEVANT PERSONS').

THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 
PERSONS DISTRIBUTING THE ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.   THIS
ANNOUNCEMENT AND THIS APPENDIX DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE PLACING SHARES HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
'SECURITIES ACT') OR UNDER THE LAWS OF ANY STATE OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF
ANY APPLICABLE STATE. IN THE UNITED STATES, THE OFFERING IS BEING MADE ONLY TO A
LIMITED NUMBER SO 'QUALIFIED INSTITUTIONAL BUYERS' IN RELIANCE ON RULE 144A
UNDER THE SECURITIES ACT.

THIS ANNOUNCEMENT IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES
OF THE EUROPEAN ECONOMIC AREA WHO ARE 'QUALIFIED INVESTORS' WITHIN THE MEANING
OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE.

If a Placee indicates to JPMorgan Cazenove or UBS that it wishes to participate
in the Placing by making an oral offer to acquire Placing Shares it will be
deemed to have read and understood this Appendix and the announcement of which
it forms part in their entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties, agreements and
acknowledgements, contained in this Appendix. In particular each such Placee
represents, warrants and acknowledges that it is a Relevant Person and
undertakes that it will acquire, hold, manage and dispose of any Placing Shares
that are allocated to it for the purposes of its business only. Further, each
such Placee represents, warrants and agrees that (a) if it is a financial
intermediary, as that term is used in Article 3(2) of the Prospectus Directive,
that the Placing Shares subscribed for and/or purchased by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in circumstances which
may give rise to an offer of securities to the public other than an offer or
resale in a member state of the EEA which has implemented the Prospectus
Directive to Qualified Investors, or in circumstances in which the prior consent
of JPMorgan Cazenove has been given to each such proposed offer or resale; and
(b) it is outside the United States and is subscribing for the Placing Shares
for its own account or is purchasing the Placing Shares for an account with
respect to which it exercises sole investment discretion and that it (and any
such account) is outside the United States, within the meaning of Regulation S
under the Securities Act; or if it is not outside the United States, it is, or
is purchasing the Placing Shares for an account with respect to which it
exercises sole investment discretion and that it (and any such account) is a
qualified institutional buyer ('QIB') as such term is defined in Rule 144A under
the Securities Act and has duly executed an investment letter in the form
provided to it and has delivered the same to JPMorgan Cazenove or UBS (together
the 'Managers').

This Appendix and the announcement of which it forms part do not constitute an
offer to sell or issue or the invitation or solicitation of an offer to buy or
subscribe for Placing Shares in any jurisdiction including, without limitation,
the United Kingdom, the United States, Canada, South Africa, Australia or Japan.
This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, to persons in  the United
States, Canada, South Africa, Australia or Japan or any jurisdiction in which
the same is unlawful.

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

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



Details of the Placing Agreement and the Placing Shares

JPMorgan Cazenove has been appointed sole bookrunner to the Placing and JPMorgan
Cazenove and UBS have been appointed as joint lead managers to the Placing.
JPMorgan Cazenove, UBS and JPMSL (together the 'Banks')  entered into a placing
agreement (the 'Placing Agreement') with the Company whereby the Joint Lead
Managers have, on the terms and subject to the conditions set out therein,
undertaken to use all their reasonable endeavours as agents of the Company to
procure Placees to subscribe for the Placing Shares. Upon execution of terms of
sale by the Company and the Banks following completion of the Bookbuilding (the
'Terms of Sale'), JPMSL will, on the terms and subject to the conditions of the
Placing Agreement, be required to subscribe for any Placing Shares not otherwise
placed with Placees by the Joint Lead Managers.

The Placing Shares will, when issued, be credited as fully paid and will rank
equally in all respects with the existing issued Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid in
respect of such Ordinary Shares after the date of issue of the Placing Shares.
In this Appendix, unless the context otherwise requires, 'Placee' means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to subscribe for Placing Shares has been given.

Application for listing and admission to trading

Application will be made for the Placing Shares to be admitted to the Official
List maintained by the UK Listing Authority and to be admitted to trading by the
London Stock Exchange plc on its market for listed securities (together,
'Admission'). It is expected that Admission will take place and that dealings in
the Placing Shares will commence no later than 14 February 2007.

Bookbuilding

Commencing today, JPMorgan Cazenove will be conducting the Bookbuilding to
determine demand for participation in the Placing. The Joint Lead Managers will
seek to procure Placees as part of this Bookbuilding. This Appendix gives
details of the terms and conditions of, and the mechanics of participation in,
the Bookbuilding and the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.


Principal terms of the Bookbuilding

1.  By participating in the Bookbuilding and the Placing, Placees will be deemed
to have read and understood this announcement and this Appendix in their
entirety and to be participating and making an offer for Placing Shares on the
terms and conditions, and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.

2. The Joint Lead Managers are arranging the Placing as agents of the Company.

3. The Joint Lead Managers are entitled to enter bids as principals in the
Bookbuilding.

4.  A person eligible to participate in the Placing should communicate its bid
by telephone to its usual sales contact at JPMorgan Cazenove. Any bid should
state the number of Placing Shares for which the person wishes to subscribe or
the total monetary amount which it is offering to subscribe for Placing Shares.

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

6. The Bookbuilding will establish a single price (the 'Placing Price') payable
to JPMorgan Cazenove or UBS, as appropriate, by all Placees.  Any discount to
the market price of the Ordinary Shares will be determined in accordance with
the Listing Rules as published by the Financial Services Authority pursuant to
Part IV of FSMA, and the guidelines supported by the Association of British
Insurers and National Association of Pension Funds.

7.  The Bookbuilding is expected to close no later than 4.00 p.m. on 9 February
2007. The timing of the closing of the books, pricing and allocations is at the
discretion of JPMorgan Cazenove and the Company.  JPMorgan Cazenove may, at its
sole discretion, accept bids that are received after the Bookbuilding has
closed.

8.  If successful, each Placee's allocation will be confirmed to it orally by
JPMorgan Cazenove following the close of the Bookbuilding, and a conditional
contract note will be dispatched as soon as possible thereafter. Oral
confirmation from JPMorgan Cazenove to such Placee, following completion of the
Bookbuilding, will constitute a legally binding commitment upon such Placee to
subscribe for the number of Placing Shares allocated to it on the terms and
conditions set out in this Appendix and in accordance with the Company's
Memorandum and Articles of Association. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to JPMorgan Cazenove or UBS,
as appropriate,, to pay to it (or as it may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing Shares such
Placee has agreed to acquire.

9.  The Company will make a further announcement following the close of the
Bookbuilding detailing the Placing Price and the number of Placing Shares to be
issued (the 'Pricing Announcement'). It is expected that such announcement will
be made as soon as practicable after the close of the Bookbuilding.

10. A bid in the Bookbuilding will be made on the terms and conditions in this
Appendix and will be legally binding on the Placee by which, or on behalf of
which, it is made and will not be capable of variation or revocation after the
close of the Bookbuilding. All obligations under the Placing will be subject to
the fulfilment of the conditions referred to below under 'Conditions of the Placing'.

Conditions of the Placing

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

The Banks' obligations under the Placing Agreement are conditional on, inter
alia:

(a) Admission occurring not later than 8.00 a.m. on 14 February 2007 (or such
other time and/or date as the Company and the JPMorgan Cazenove may agree);

(b) the warranties contained in the Placing Agreement (the 'Warranties') being
true and accurate and not misleading at all times before Admission;

(c) to the extent material in the context of the Placing, the Company complying
with its obligations under the Placing Agreement to the extent the same fall to
be performed prior to Admission; and

(d) the Terms of Sale having been executed by the Company, prior to Admission
and the publication of the Pricing Announcement through a Regulatory Information
Service by not later than 5.00pm on 9 February 2007 or such other time and/or
date as the Company and JPMorgan Cazenove may agree.

If the conditions in the Placing Agreement, including those described above, are
not fulfilled or (where applicable) waived by the Banks in accordance with the
Placing Agreement within the relevant time period or such later time and/or date
as the Banks may agree, the Placing will lapse and a Placee's rights and
obligations hereunder shall cease and determine at such time and no claim can be
made by or on behalf of any Placee in respect thereof.

By participating in the Bookbuilding and Placing, each Placee agrees that its
rights hereunder are conditional upon the Placing Agreement becoming
unconditional in all respects and that its rights and obligations will terminate
only in the circumstances described above and will not be capable of rescission
or termination by it after oral confirmation by JPMorgan Cazenove following the
close of the Bookbuilding. The Banks may in their absolute discretion and upon
such terms as they think fit waive fulfilment of any of the conditions (in whole
or part) in the Placing Agreement or extend the time provided for fulfilment of
any such conditions.  The Banks reserve the right to waive or to extend the time
and/or date for fulfilment of the relevant conditions of the Placing Agreement.
Any such extension or waiver will not affect Placees' commitments as set out in
this Appendix. None of the Banks nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision any of them may make as to whether or not
to waive or to extend the time and/or date for the fulfilment of any condition
in the Placing Agreement.



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

Right to terminate under the Placing Agreement

JPMorgan Cazenove may at anytime before Admission terminate the Placing
Agreement if (and in summary) it is of the opinion that there has been a
material adverse change in or affecting the operations, financial or other
conditions, trading position or results of operations of FirstGroup and its
subsidiaries, or that a 'force majeure' event as specified in the Placing
Agreement has occurred, in each case, which would in its opinion be likely to
materially prejudice the success of the Placing. By participating in the
Placing, each Placee agrees with each of the Joint Lead Managers that the
exercise by JPMorgan Cazenove of this right of termination shall be within its
absolute discretion and that it need make no refernce to any Placee and shall
have no liability to any Placee whatsoever in connection with any such exercise.

No Prospectus

No prospectus has been or will be submitted to be approved by the FSA in
relation to the Placing Shares and the Placees' commitments will be made solely
on the basis of the information contained in this announcement. Each Placee, by
accepting a participation in the Placing, agrees that the contents of this
announcement are exclusively the responsibility of the Company, confirms that it
has neither received nor relied on any other information, representation,
warranty or statement made by or on behalf of JPMorgan Cazenove, UBS or the
Company or any other person, and that none of JPMorgan Cazenove, UBS nor the
Company nor any other person will be liable for any Placee's decision to
participate in the Placing based on any such information, representation,
warranty or statement. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing and with respect to the
Placing Shares. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.

Registration and Settlement

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

Each Placee allocated any Placing Shares in the Placing will be sent a
conditional contract note confirming the contract concluded upon acceptance of
such Placee's earlier oral offer and also confirming the number of Placing
Shares allocated to it, the Placing Price and the aggregate amount owed by such
Placee to JPMorgan Cazenove or UBS, as appropriate. Settlement will be on a T+3
basis and settlement is therefore expected to take place on 14 February 2007.
Interest is chargeable daily on payments to the extent that value is received
after the due date from Placees at the rate of 5 percentage points above
prevailing LIBOR.  Each Placee is deemed to agree that if it does not comply
with these obligations, JPMorgan Cazenove or UBS, as appropriate may sell any or
all of the Placing Shares allocated to it on its behalf and retain from the
proceeds, for its own account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. By communicating a bid for
Placing Shares, each Placee confers on JPMorgan Cazenove or UBS, as appropriate
all such authorities and powers necessary to carry out any such sale and agrees
to ratify and confirm all actions which JPMorgan Cazenove or UBS, as appropriate
lawfully takes in pursuance of such sale.

The relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which may arise upon
any transaction in the Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the conditional contract note is copied and delivered
immediately to the relevant person within that organisation. Placees will not be
entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Placing, each prospective Placee (and any person acting
on such Placee's behalf):

1.  represents and warrants that it has read this Appendix and the announcement
of which it forms part in their entirety and undertakes not to redistribute
them;

2.  represents and warrants that the only information upon which it has relied
in committing itself to subscribe for the Placing Shares is that contained in
this announcement, for which neither JPMorgan Cazenove nor UBS accepts any
responsibility, such information being all that it deems necessary to make an
investment decision, 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 or JPMorgan Cazenove or UBS and acknowledges that neither JPMorgan
Cazenove nor UBS nor the Company will be liable for any Placee's decision to
commit itself to subscribe for Placing Shares based on any other information,
representation, warranty or statement.  Each Placee further represents and
warrants that it has relied exclusively on its own investigation of the
business, financial or other position of the Company in deciding to subscribe
for Placing Shares.  Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation;

3.  represents and warrants that if it has received any confidential price
sensitive information about the Company in advance of the Placing, it has not
(a) dealt in the securities of the Company; (b) encouraged or required another
person to deal in the securities of the Company; or (c) disclosed such
information to any person, prior to the information being made generally
available;

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

5. acknowledges that the Placing Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities commission in
the United States or any other United States regulatory authority;

6. acknowledges that the Placing Shares are being offered and sold to it in a
transaction not involving any public offering in the United States within the
meaning of the Securities Act, and represents and warrants that it is either (i)
a QIB and it has duly executed an investment letter in the form provided to it
by either of the Joint Lead Managers, or (ii) purchasing the Placing  Shares in
an 'offshore transaction' in accordance with Regulation S under the Securities
Act, and if it is a QIB, (i) it is subscribing for the Placing Shares for its
own account, or for one or more accounts as to each of which it exercises sole
investment discretion and each of which accounts is a QIB, for investment
purposes, and not with a view to any distribution or for resale in connection
with the distribution thereof, in whole or in part, in the United States and
(ii) it has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of its investment in the
Placing Shares, and it and any accounts for which it is subscribing Placing
Shares (i) are each able to bear the economic risk of its or their investment in
the Placing Shares, (ii) will not look to the Company or the Joint Lead Managers
for all or part of any such loss or losses it or they may suffer, (iii) are able
to sustain a complete loss on its or their investment in the Placing Shares,
(iv) have no need for liquidity with respect to its or their investment in the
Placing Shares and (v) have no reason to anticipate any change in its or their
circumstances, financial or otherwise, which may cause or require any sale or
distribution by it or them of all or any part of the Placing Shares;

7. acknowledges that the Placing Shares have not been and will not be registered
under the Securities Act or with any State or other jurisdiction of the United
States, nor approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or any other
United States regulatory authority, and agrees not to reoffer, resell, pledge or
otherwise transfer the Placing Shares except (i) outside the United States in
offshore transactions in accordance with Regulation S under the Securities Act,
(ii) in the United States to QIBs pursuant to Rule 144A under the Securities
Act, or (iii) pursuant to Rule 144 under the Securities Act, and in any case in
compliance with all applicable laws and further agrees to notify any transferee
to whom it subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer; 

8. if it is a US Placee, acknowledges that no representation has been made as to
the availability of Rule 144 or any other exemption under the Securities Act for
the reoffer, resale, pledge or transfer of the Placing Shares;

9. if it is a US Placee, acknowledges and understands that the Placing Shares
are being offered and sold in the United States in reliance on an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and are 'restricted securities' within the meaning of Rule 144(a)
(3) under the Securities Act and represents and warrants on its own behalf and
on behalf of any accounts for which it is acting that, so long as the Placing
Shares are restricted securities, it will not deposit the Placing Shares into
any unrestricted depositary facility in the United States established or
maintained by any depositary bank in respect of the Ordinary Shares;

10.  represents and warrants that so long as the Placing Shares are 'restricted
securities' within the meaning of Rule 144A(a)(3) under the Securities Act, it
will not deposit the Placing Shares into a depositary receipt facility
maintained by any depositary bank in respect of the Company's Ordinary Shares;

11.  represents and warrants that it is not, and at the time the Placing Shares
are subscribed and purchased will not be, subscribing on behalf of a resident of
Australia, Canada, South Africa or Japan;

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

13.  represents and warrants that it, and any person acting on its behalf, is
entitled to subscribe for and/or purchase Placing Shares under the laws of all
relevant jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees and other consents
which may be required thereunder and complied with all necessary formalities;

14.  where it is subscribing for Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing by each
managed account (i) to subscribe for the Placing Shares for each managed
account, (ii) to make on its behalf the representations, warranties,
acknowledgements and agreements in this Appendix and the announcement of which
it forms part, and (iii) to execute and deliver an investment letter relating to
the Placing in the form provided to it by JPMorgan Cazenove or UBS, as
appropriate on behalf of each managed account. Each Placee agrees to indemnify
and hold the Company, JPMorgan Cazenove, UBS and their respective Affiliates
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of the
representations and warranties in this paragraph 14. Each Placee agrees that the
provisions of this paragraph 14 shall survive the resale of the Placing Shares
by or on behalf of the managed accounts;

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

16.  if it is in the United Kingdom, represents and warrants that it has
complied with its obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the
Money Laundering Regulations 2003 (the 'Regulations') and, if 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;

17.  represents and warrants that it and any person acting on its behalf falls
within section 86(7) of FSMA, being a qualified investor, and within Article
19(5) and/or 49(2) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) and is otherwise a Relevant Person and
undertakes that it will acquire, hold, manage and dispose of any Placing Shares
that are allocated to it for the purposes of its business only;

18.  if it is a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive,  represents and warrants that the Placing Shares
subscribed for and/or purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in a member
state of the EEA which has implemented the Prospectus Directive to  Qualified
Investors, or in circumstances in which the prior consent of JPMorgan Cazenove
has been given to each such proposed offer or resale;

19.  represents and warrants that it has not offered or sold and, prior to the
expiry of a period of six months from the commencement of trading of the Placing
Shares, will not offer or sell any Placing Shares to persons in the United
Kingdom except to qualified investors (as defined in section 86(7) of FSMA) or
otherwise in circumstances which have not resulted and which will not result in
an offer of transferable securities to the public in the United Kingdom within
the meaning of Section 85(1) of FSMA;

20,  represents and warrants that it has not offered or sold and will not offer
or sell any Placing Shares to persons in the EEA prior to Admission except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive including any relevant implementing measures
in any member state.

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

22.  represents and warrants that it is not acting in concert (within the
meaning given in the City Code on Takeovers and Mergers) with any other Placee
or any other person in relation to the Company;

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

24.  represents and warrants that it has all necessary capacity and has obtained
all necessary consents and authorities to enable it to commit to this
participation and to perform its obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred to
in this announcement (including this Appendix));

25.  undertakes that it will pay JPMorgan Cazenove or UBS, as appropriate for
the Placing Shares acquired by it in accordance with the terms of this
announcement (including this Appendix) on the due time and date set out herein,
failing which the relevant Placing Shares may be sold to other persons at such
price as JPMorgan Cazenove or UBS, as appropriate may determine and without
liability to such Placee, and that it will remain liable for any shortfall
between the net proceeds of such sale and the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax (together with
any interest or penalties due pursuant to the terms set out or referred to in
this announcement) which may arise upon the sale of such Placee's Placing Shares
on its behalf;

26.  acknowledges that participation in the Placing is on the basis that, for
the purposes of the Placing, it is not and will not be a client of JPMorgan
Cazenove or UBS and that neither JPMorgan Cazenove nor UBS has any duties or
responsibilities to it for providing the protections afforded to its clients nor
for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement or the contents of this Announcement;

27.  undertakes that the person who it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
Neither JPMorgan Cazenove nor UBS 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 allotted
to the CREST stock account of JPMorgan Cazenove on behalf of the Joint Lead
Managers who will hold them as nominee on behalf of the Placee until settlement
in accordance with its standing settlement instructions;

28.  undertakes to pay any capital duty, stamp duty or stamp duty reserve tax
and all other stamp, issue, securities, transfer, registration, documentary or
other similar duties or taxes payable or otherwise required to be paid in
respect of the allotment, issue, delivery or transfer of the Placing Shares or
any interest therein to or by it, or the acquisition or disposal of, or in
connection with any agreement to subscribe or for the allotment, issue, delivery
or transfer of, the Placing Shares or any interest therein to it or by it
pursuant to or as a result of the arrangements contemplated by the Placing
Agreement or this Appendix or in connection with the issue, execution or
delivery of the Placing Agreement or this Appendix and any interest or penalties
payable in respect thereof and to indemnify (on an after tax basis) and hold
harmless the Banks, the Company and their respective agents to the extent that
the Banks and/or the Company pay or are or become liable to pay any amount in
respect of such duties and taxes. References in this paragraph 28 to Placing
Shares include any interest in, or rights to allotment of, or rights to
subscribe for or options to subscribe, Placing Shares. Neither Bank shall be
liable to pay any amount pursuant to this paragraph 28;

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

30.  agrees that the Company, JPMorgan Cazenove, UBS and others will rely upon
the truth and accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to each of JPMorgan Cazenove
and UBS on its own behalf and on behalf of the Company and are irrevocable; and

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

No UK stamp duty or stamp duty reserve tax should be payable to the extent that
the Placing Shares are issued into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for any other
person) within the CREST system and registered in the name of such Placee or
such Placee's nominee provided that the Placing Shares are not issued to a
person whose business is or includes issuing depositary receipts or the
provision of clearance services or to an agent or nominee for any such person.

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

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

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

JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for the Company and no
one else in connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients nor
for providing advice in relation to the Placing or in relation to the contents
of this announcement or for any other transaction, arrangement or matters
referred to in this announcement.

UBS is acting exclusively for the Company and no one else in connection with the
Placing and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing advice in
relation to the Placing or in relation to the contents of this announcement or
for any other transaction, arrangement or matters referred to in this
announcement.




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