Acquisition, Issue of Equity

Galliford Try PLC
08 February 2007


THIS  ANNOUNCEMENT AND THE INFORMATION  CONTAINED HEREIN ARE NOT FOR PUBLICATION
OR  DISTRIBUTION,  DIRECTLY  OR  INDIRECTLY,  IN  OR  INTO  THE  UNITED  STATES,
AUSTRALIA,  CANADA OR JAPAN OR ANY  JURISDICTION  IN WHICH SUCH  PUBLICATION  OR
DISTRIBUTION IS UNLAWFUL



8 February 2007

                               Galliford Try plc

                       ('Galliford Try' or 'the Company')



Proposed Acquisition of Linden Holdings PLC and Proposed Placing and Open Offer
           of 100,230,056 New Ordinary Shares at 150 pence per share



Summary

•    Galliford  Try has today  made  recommended  offers to  acquire  the entire
     issued  share  capital  of Linden  Holdings  PLC for  approximately  £108.5
     million in cash, and will also assume Linden's net  indebtedness  estimated
     at £136 million at 31 December 2006.

•    Linden is a UK housebuilder specialising in urban regeneration projects and
     the  construction  of dwellings  on  brownfield  sites  focused in Southern
     England.  As at 31 December 2006,  Linden held a landbank of 4,809 plots of
     owned or controlled land, representing four years of production at the rate
     of sales of approximately 1,200 units achieved in 2006.

•    For the year ended 31  December  2005  Linden  completed  the sale of 1,100
     homes, and reported  turnover of £276 million,  EBIT of £30 million,  gross
     assets of £269 million and net assets of £47 million.

•    Galliford Try also  announces  that it proposes to raise £150.3  million by
     way of a Placing and Open Offer of  100,230,056  New Ordinary  Shares at an
     offer price of 150 pence.

•    The Placing and Open Offer has been fully underwritten by KBC Peel Hunt.

Reasons for and benefits of the Acquisition

•    Galliford Try's strategy is to expand its successful housebuilding division
     through  organic  growth in its existing  areas of  operation,  and through
     expansion  into adjacent  geographical  locations on terms that satisfy the
     Company's investment criteria.

•    Linden's housebuilding operations overlap and complement those of Galliford
     Try in the South  East of England  and it has  regional  businesses  in the
     South  of  England.  The  combination  of  Galliford  Try and  Linden  will
     therefore  create a  housebuilding  business  with  significant  operations
     covering the entire region from the West Country to Lincolnshire.

•    The  Linden  business  is being  acquired  with a good  quality  land bank,
     comprising some significant and well located sites. Galliford Try estimates
     that as a result of the Acquisition,  the enlarged  housebuilding  division
     will be capable of  producing  3,000  units per annum with  further  growth
     potential,  which would place it amongst the top 10 listed housebuilders in
     the UK.

•    Linden  has a  well-recognised  brand  and  is  acknowledged  as a  quality
     housebuilder  within the  industry  and by  customers,  having been awarded
     Housebuilder  of the Year for the last two years by Building  Magazine  and
     top  ratings  in recent  customer  service  reviews  by the House  Builders
     Federation and the National Housebuilding  Council.  Galliford Try believes
     the  management  team at Linden has  developed a strong  business in recent
     years.  Substantially  all of the senior  management  below Philip  Davies,
     Chief  Executive,  will remain in the business and will continue in similar
     roles within the Enlarged Group.

•    Galliford Try believes the financial  benefits of the  Acquisition  will be
     derived from (a) cutting Head Office and other duplicated costs, (b) better
     penetration  with  landowners,  (c)  adoption of best  practice  within two
     successful  housebuilding businesses and (d) better buying terms for labour
     and building  materials.  Galliford  Try  estimates  that  identified  cost
     savings will amount to £2.5 million* in the first full year of  acquisition
     at a one-off cost of  approximately  £1.8  million.  Galliford Try believes
     that further financial benefits will accrue in future years.

•    The  Acquisition is expected to enhance  Galliford Try's earnings per share
     in the first full year of acquisition, the year ending 30 June 2008**.

•    Galliford  Try  also  believes  that  the  operating  margins  that  can be
     generated from the Linden business will exceed those historically earned by
     Linden,  which have  averaged  10.9 per cent.  in the three  years ended 31
     December 2005**.


Commenting on the Acquisition, David Calverley, Chairman of Galliford Try, said
today:

'We are delighted to announce the acquisition of Linden, which will
significantly expand our housebuilding operations.  The acquisition of Linden
will firmly establish the enlarged Galliford Try Group in the top ten of listed
UK housebuilders with a presence from the West Country to Lincolnshire and the
critical mass to compete with national housebuilders across the region.  We
believe the deal will create significant value for shareholders as the two
businesses are highly complementary - both being regional, non-volume
housebuilders with expertise in developing brownfield sites and a reputation for
excellence within the industry and with customers.  We anticipate the deal will
be earnings enhancing in the first full year of acquisition'.

Commenting on the Acquisition, Andrew Sells, Chairman of Linden, said today:

'We are delighted to have agreed an offer with Galliford Try. Galliford Try's
offer gives our shareholders excellent value, at a substantial premium to net
asset value. Galliford Try is a good partner to take the Linden business forward
and the combined business should offer exciting opportunities for Linden
employees. We also believe that the combined business will benefit from
Galliford Try's proven track record for integrating acquisitions and operational
excellence.'

'I would also like to take this opportunity to pay tribute, on behalf of the
Linden board and its employees, to the enormous contribution that Philip Davies
has made to the business since it was founded in 1991.'

This summary should be read in conjunction with the full text of the following
announcement.

Appendix 1 contains the definitions of certain terms used in this summary and
the full announcement.

Enquiries:

Galliford Try plc
Greg Fitzgerald, Chief Executive                                          [phone]
Frank Nelson, Finance Director                                            [phone]

PricewaterhouseCoopers LLP (Financial Adviser)
Gerry Young                                                               [phone]
Ruben Baskaran                                                            [phone]

KBC Peel Hunt Ltd (Broker and Underwriter)
Simon Hayes                                                               [phone]
Julian Blunt                                                              [phone]

Bell Pottinger Corporate & Financial (PR adviser)
Ann-marie Wilkinson                                                       [phone]
Geoff Callow                                                              [phone]

Linden Holdings PLC
Andrew Sells, Chairman                                                    [phone]

N M Rothschild & Sons Ltd
Alex Midgen                                                               [phone]
Kevin Ramsden                                                             [phone]



A presentation for sell-side analysts will be held at 9.30 a.m. this morning at
the offices of Bell Pottinger Corporate & Financial, 6th Floor, Holborn Gate,
330 High Holborn, London WC1V 7QD.  Please call Helen Tarbet on 020 7861 3888 to
confirm attendance.

* The expected operational cost savings of £2.5 million have been calculated on
the basis of the existing cost and operating structures of Galliford Try and
Linden. These statements of estimated cost savings and one-off costs for
achieving them relate to future actions and circumstances which, by their
nature, involve risks, uncertainties and other factors. Because of this, the
cost savings referred to may not be achieved, or those achieved could be
materially different from those estimated. This statement is not intended to be
a profit forecast and should not be interpreted to mean that the earnings per
share in the year ending 30 June 2008 or in any subsequent financial period,
would necessarily match or be greater than those for the relevant preceding
financial period.

** The statements that the Acquisition is expected to be earnings enhancing for
Galliford Try in the first full financial year of acquisition and that Galliford
Try believes that operating margins that can be generated from the Linden
business will exceed those historically earned by Linden relate to future
actions and circumstances, which, by their nature, involve risks, uncertainties
and other factors. These statements do not constitute a profit forecast and
should not be interpreted to mean that earnings for any future financial period
would necessarily match or be greater than those for any preceding financial
period. Earnings in this context represent net after tax earnings on an IFRS
basis, excluding the amortisation of intangible assets and any exceptional
items.

PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business,
is acting exclusively for Galliford Try plc and for no one else in relation to
the Acquisition and the Placing and Open Offer and will not be responsible to
anyone other than Galliford Try plc for providing the protections afforded to
clients of PricewaterhouseCoopers LLP or for giving advice in relation to the
Acquisition, the Placing and Open Offer, or any other matter referred to in this
announcement.

KBC Peel Hunt Ltd, which is regulated in the United Kingdom by the Financial
Services Authority, is acting as corporate broker to Galliford Try plc in
relation to the Placing and Open Offer and is not acting for any other person
and will not be responsible to any other person for providing the protections
afforded to customers of KBC Peel Hunt Ltd nor for advising them on the contents
of this announcement or any other matter referred to in this announcement.

NM Rothschild & Sons Limited, which is regulated and authorised by the Financial
Services Authority in the United Kingdom, is acting for Linden and no-one else
in connection with the Offer and will not be responsible to anyone other than
Linden for providing the protections afforded to the clients of NM Rothschild &
Sons Limited nor for providing advice in relation to the Offer.

This  announcement  does  not  constitute  an  offer  to  sell  or  issue  or  a
solicitation  of an offer to buy or  subscribe  for New  Ordinary  Shares in any
jurisdiction,  including,  without  limitation,  the United Kingdom,  the United
States or any of the other Excluded Territories.  Any purchase of or application
for shares under or in connection with the Placing and Open Offer should only be
made on the basis of information  contained in the Prospectus to be published in
connection  with  the  Acquisition  and  the  Placing  and  Open  Offer  and any
supplement thereto.

The  distribution  of this  announcement  and the  Placing  and issue of the New
Ordinary Shares in certain  jurisdictions  may be restricted by law.  Persons to
whose  attention this  announcement  has been drawn are required by the Company,
PricewaterhouseCoopers  LLP and KBC Peel Hunt Ltd to inform themselves about and
to observe any such restrictions.  Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

This  announcement and the information  contained herein are not for publication
or  distribution,  directly  or  indirectly,  in  or  into  the  United  States,
Australia,  Canada or Japan or any  jurisdiction  in which such  publication  or
distribution is unlawful.

This  announcement  (including the terms and conditions set out herein) does not
constitute  an offer of  securities  for sale in the United States or any of the
other Excluded Territories and none of the New Ordinary Shares have been or will
be registered  under the United States  Securities  Act of 1933, as amended (the
'Securities Act') or under the securities laws of any state of the United States
or  qualified  for  distribution  under any of the relevant  securities  laws of
Canada or Japan nor has any  prospectus  in relation to the New Ordinary  Shares
been lodged with or  registered by the  Australian  Securities  and  Investments
Commission.  The  New  Ordinary  Shares  may not be  offered,  sold,  resold  or
delivered,  directly or  indirectly,  in or into the United  States or any other
Excluded Territories absent an applicable  exemption,  or to, or for the account
or benefit  of, US persons  (as such term is defined in  Regulation  S under the
Securities  Act) or to any national,  resident or citizen of any other  Excluded
Territory.

The New  Ordinary  Shares have not been  approved or  disapproved  by the United
States Securities and Exchange  Commission,  any state securities  commission in
the United States or any other United States regulatory authority,  nor have any
of the foregoing  authorities passed upon or endorsed the merits of the offer of
the New Ordinary  Shares or the accuracy or adequacy of the  Prospectus  or this
announcement.  Any  representation  to the contrary is a criminal offence in the
United States.

Certain statements in this announcement are forward looking statements. By their
nature, forward looking statements involve a number of risks, uncertainties and
assumptions because they relate to events and/or depend on circumstances that
may or may not occur in the future and could cause actual results to differ
materially from those expressed in, or implied by, the forward looking
statements. These include, among other factors: the Group's ability to obtain
capital/additional finance; a reduction in demand by customers; the limitations
of the Group's internal financial controls; an increase in competition; an
unexpected decline in turnover; legislative, fiscal and regulatory developments
including, but not limited to, changes in environmental and safety regulations;
currency and interest rate fluctuations and the introduction of IFRS. These and
other factors could adversely affect the outcome and financial effects of the
plans and events described herein. Forward looking statements contained in this
announcement based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
Subject to any requirement under the Listing Rules of the UK Listing Authority,
neither the Company nor PricewaterhouseCoopers LLP nor KBC Peel Hunt Ltd
undertakes any obligation to update or revise any forward looking statements,
whether as a result of new information, future events or otherwise. You should
not place undue reliance on forward looking statements, which speak only as of
the date of this announcement.

Embargoed for release at 07.00 a.m.

THIS  ANNOUNCEMENT AND THE INFORMATION  CONTAINED HEREIN ARE NOT FOR PUBLICATION
OR  DISTRIBUTION,  DIRECTLY  OR  INDIRECTLY,  IN  OR  INTO  THE  UNITED  STATES,
AUSTRALIA,  CANADA OR JAPAN OR ANY  JURISDICTION  IN WHICH SUCH  PUBLICATION  OR
DISTRIBUTION IS UNLAWFUL



8 February 2007



Galliford Try plc ('Galliford Try' or 'the Company')

Proposed Acquisition of Linden Holdings PLC and Proposed Placing and Open Offer
of 100,230,056 New Ordinary Shares at 150 pence per share



1.               Introduction

The boards of Galliford Try and Linden have agreed the terms of recommended cash
offers to be made by Galliford Try for the issued share capital of Linden (''the
Offer''). Shareholders representing 93.3 per cent. of the issued share capital
of Linden have irrevocably committed to accept the Offer.

The Offer values the issued share capital of Linden at £108.5 million, and upon
Completion of the Offer, Galliford Try will also assume the net indebtedness of
Linden estimated at £136 million at 31 December 2006.

Linden is a UK housebuilder specialising in urban regeneration projects and the
construction of dwellings on brownfield sites. Linden has a geographical focus
on the South of England. As at 31 December 2006, Linden held a landbank of 4,809
plots of owned or controlled land, representing four years of production at the
rate of sales of approximately 1,200 units achieved in 2006. Linden had also
agreed terms with vendors for a further 975 plots of land and held or controlled
a further 835 acres of strategic land.

In order to finance the Acquisition, the Company proposes to raise £150.3
million by way of: (i) an Open Offer of 50,230,056 New Ordinary Shares
(representing 13.3 per cent. of the Enlarged Share Capital) to raise £75.3
million; and (ii) a placing of 50,000,000 New Ordinary Shares (representing 13.3
per cent. of the Enlarged Share Capital) to raise £75.0 million.

Qualifying Shareholders can apply for Open Offer Shares on the basis of 2 Open
Offer Shares for every 11 Existing Ordinary Shares held. The Placing Shares and
the Open Offer Shares will be placed conditionally by KBC Peel Hunt with
institutional and other investors at the Open Offer Price of 150 pence per
share, the Open Offer Shares being subject to clawback to satisfy valid
applications by Qualifying Shareholders under the Open Offer. The Placing and
Open Offer has been fully underwritten by KBC Peel Hunt.

Due to the size of the Acquisition, it is conditional upon the approval of
Shareholders at the Extraordinary General Meeting. Shareholder approval is also
being sought to implement the Placing and Open Offer.

2.               Information on Linden

Background

Founded in 1991, Linden is an established specialist housebuilder in the South
of England, focusing on developing brownfield sites. Over 95 per cent. of
Linden's developments are on brownfield sites, with a mix of sites ranging from
fewer than 30 homes to several sites in excess of 200 units. These sites are
residential, mixed use developments and mainly new-build properties with a
limited number of conversions. The finished homes cover the full range of homes:
houses, apartments, penthouses and including some retail and small office units
on mixed use sites. Linden targets a broad range of the homes market from
starter homes and affordable homes to family and executive homes. There has been
a gradual increase in the proportion of affordable housing relative to private
housing and an increase in the proportion of apartments relative to houses in
Linden's sales mix over the past three years.

As at 31 December 2006, Linden held a landbank of 4,809 plots of owned or
contracted land, representing four years of production at the rate of sales of
approximately 1,200 units achieved in 2006. Linden's four largest development
sites are in Aldershot (390 units), St. Albans (365 units), Redhill (357 units)
and Chippenham (256 units).

Linden has also agreed terms with vendors for a further 975 plots of land, which
Galliford Try believes will be developed within the next four years, and a
further 835 acres of strategic land, which has longer term development potential
subject to planning consents. The strategic land is focused on a limited number
of sites, some in partnership with other leading housebuilders.

Linden has its head office in Caterham, Surrey and operates through four
regional offices: Chiltern (Harefield), South East (Caterham), Southern
(Southampton) and Western (Bristol).

Linden was floated on the London Stock Exchange's main market for listed
securities in December 1996 and was delisted in connection with a management
buy-out backed by the Bank of Scotland in November 2000. Philip Davies, founder
and current Chief Executive, will stand down as a director of Linden following
completion of the Acquisition.

Summary financial information

Summary financial information relating to Linden for the three years ended 31
December 2005 is set out below:
                                                          Year ended         Year ended         Year ended
                                                    31 December 2003   31 December 2004   31 December 2005
                                                           £ million          £ million          £ million

Units completed                                          1,048 units        1,018 units        1,100 units
Continuing operations:
Revenue                                                        199.2              185.1              275.7
Group operating profit                                          21.2               20.6               30.7
Share of post tax profits/(losses) from joint                    1.3                2.8              (0.4)
ventures
Profit before finance costs and tax                             22.5               23.4               30.2
Operating Profit Margin                                        10.6%              11.1%              11.1%
Net assets                                                      31.0               34.8               47.1

Note: Units completed include 100% of units completed by Linden's 50% joint
venture companies comprising 221 units, 165 units and nil units respectively in
the three years ended 31 December 2005 and include units completed by
discontinued operations (Linden Homes North West Limited) of 105 units, 92 units
and 15 units respectively in the three years ended 31 December 2005. Revenue and
group operating profit exclude any contribution from joint ventures and
discontinued operations. Share of post tax profits/(losses) from joint ventures
represents Linden's 50% share of the post tax profits/(losses) from joint
ventures.

Further financial information relating to Linden will be set out in the
Prospectus to be published and sent to Shareholders shortly.

Current trading

In the year to 31 December 2006, Linden has traded satisfactorily and completed
the sale of 1,198 units (inclusive of 46 units completed by joint venture
companies), 9 per cent. higher than the previous financial year. The company has
benefited from good market conditions in the new homes market in the South of
England and from the implementation of a cost reduction programme, which are
expected to have had a beneficial impact on Linden's operating profit margins in
2006. Linden's completions in 2007 to date and its current order book are in
line with the directors of Linden's expectations.

3.               Principal terms of the Acquisition

The Offer

Linden is a public limited company with a large number of employee shareholders
and is, therefore, subject to the City Code despite the fact that its shares are
not listed or traded on any stock exchange. The acquisition of Linden is
therefore being effected through recommended offers to Linden Shareholders for
the 'A' shares and 'B' shares in Linden. The principal terms of the Offer are
set out in the Offer Document to be sent to Linden shareholders today.

Under the terms of the Offer, Linden shareholders will be entitled to £10.58 in
cash (Initial Consideration) and £1.43 in Deferred Consideration for each share
in Linden. A bank guaranteed Loan Note Alternative is also being made available
in respect of the Initial Consideration.

The total consideration payable under the Offer of £12.01 per Linden Share
values the issued share capital of Linden at £108.5 million. Of this
consideration, £12.92 million is Deferred Consideration and will become payable
between 6 to 36 months from Completion subject to: (a) the grant of planning
consent on certain Linden sites in respect of £5.96 million of the Deferred
Consideration; and (b) the absence of claims under the warranty statements
contained in the Implementation Agreement in respect of  £6.96 million of the
Deferred Consideration. Each of the Deferred Consideration Loan Notes will be
bank guaranteed.

Further information on the terms and conditions of the Offer are shown in
Appendix 2 and will also be set out in the Offer Document to be published and
sent to Linden shareholders shortly.

Irrevocable undertakings to accept the Offer

Shareholders of Linden representing 89.7 per cent. of the 'A' Shares in issue
and 100 per cent. of the 'B' Shares in issue in Linden, representing in total
93.3 per cent. of the issued share capital of Linden, have irrevocably
undertaken to accept the Offer. These undertakings remain binding in the event
of a competing offer. Further information on these undertakings is shown in
Appendix 3.

Cash Confirmation

Galliford Try will fund the aggregate consideration payable under the Offer
through the Placing and Open Offer.  PricewaterhouseCoopers LLP, as financial
adviser to Galliford Try, and Galliford Try are satisfied that sufficient
resources are available to satisfy in full the consideration payable to Linden
shareholders under the terms of the Offer.



4.               Background to and reasons for the Acquisition and financial
effects of the Acquisition

(a) Strategic fit

Galliford Try's strategy is to expand its successful housebuilding division
through organic growth in its existing areas of operation, and through expansion
into adjacent geographical locations on terms that satisfy the Company's
investment criteria.

Linden's housebuilding operations overlap with those of Galliford Try in the
South East of England, a region which has attractive long-term economic
fundamentals supporting the new homes market. The combination of Galliford Try
and Linden's business in this region will create an enlarged regional business
with critical mass to exploit additional opportunities and compete more
effectively with national housebuilders to acquire larger sites in the region.
In addition, Linden has strong regional businesses in the South of England
centred on Southampton and Bristol, an area between Galliford Try's South East
and West Country operations that has specifically been targeted by Galliford Try
for expansion. The combination of Galliford Try and Linden will therefore create
a housebuilding business with significant operations covering the entire region
from the West Country to Lincolnshire.

Linden's management culture and operations are also complementary to those of
Galliford Try, being a regional, non-volume housebuilder with expertise in
developing brownfield sites and in the affordable housing sector.

Linden has a well-recognised brand and is acknowledged as a quality housebuilder
within the industry and by customers, having been awarded Housebuilder of the
Year for the last two years by Building Magazine and top ratings in recent
customer service reviews by the House Builders Federation and the National House
Building Council. Galliford Try believes the management team at Linden has
developed a strong business in recent years.  Substantially all of the senior
management below Philip Davies will remain in the business and will continue in
similar roles within the Enlarged Group.

The Linden business is being acquired with a good quality land bank, comprising
some significant and well located sites. Galliford Try estimates that as a
result of the Acquisition, its enlarged housebuilding division will be capable
of producing 3,000 units per annum with further growth potential, which would
place it amongst the top 10 listed housebuilders in the UK.

(b) Financial benefits and effects

Galliford Try believes the financial benefits of the Acquisition will be derived
from (a) cutting Head Office and other duplicated costs, (b) better  penetration
with landowners,  such as English Partnerships,  as a result of greater critical
mass and wider geographic representation, which should increase site acquisition
opportunities (c) adoption of best practice within two successful  housebuilding
businesses  and (d)  better  buying  terms for labour  and  building  materials.
Galliford  Try  estimates  that  identified  cost  savings  will  amount to 
£2.5million(1)  in  the  first  full  year  of  acquisition  at a  one-off  cost
of approximately  £1.8  million.  Galliford  Try believes  that  further  
financial benefits will accrue in future years.

--------------------------
(1) The expected operational cost savings of £2.5 million have been calculated
on the basis of the existing cost and operating structures of Galliford Try and
Linden. These statements of estimated cost savings and one-off costs for
achieving them relate to future actions and circumstances which, by their
nature, involve risks, uncertainties and other factors. Because of this, the
cost savings referred to may not be achieved, or those achieved could be
materially different from those estimated. This statement is not intended to be
a profit forecast and should not be interpreted to mean that the earnings per
share in the year ending 30 June 2008 or in any subsequent financial period,
would necessarily match or be greater than those for the relevant preceding
financial period.

The Acquisition is expected to enhance Galliford Try's earnings per share in the
first full year of acquisition, the year ending 30 June 2008(2). In addition,
Galliford Try believes that the return on the investment in Linden will exceed
the Company's weighted average cost of capital.

Galliford Try also believes that the operating margins that can be generated
from the Linden business will exceed those historically earned by Linden, which
have averaged 10.9 per cent. in the three years ended 31 December 2005(2).

Galliford Try expects that the surplus of the Offer consideration over the
tangible net assets of Linden will amount to approximately £65 million, of which
a proportion will be allocated to the fair value of Linden's landbank with the
balance held as goodwill and intangibles representing the on-going value of the
Linden brand and its regional infrastructure.

5.               Reasons for the Placing and Open Offer

In March 2006, Galliford Try raised £47 million of equity finance (net of
expenses) through a placing and open offer at 107p per share to fund the £42
million acquisition of the Morrison Construction Division, to provide additional
equity funding to the Group following the £67 million acquisition of Chartdale
in February 2006 and to provide additional working capital for the Group as
enlarged by such acquisitions.

The Placing and Open Offer being undertaken in connection with the Acquisition
is expected to raise approximately £144.3 million (net of expenses). The net
proceeds are being applied to:

•    fund the Offer for Linden and related transaction costs; and

•    provide additional working capital for the Enlarged Group's operations.

The Linden business is being acquired with its existing net indebtedness, which
is estimated at £136 million at 31 December 2006 but is subject to seasonal
peaks during periods of inventory build up. Linden's indebtedness is being
refinanced principally from Galliford Try's bank facilities, which have been
extended to £450 million.

Galliford Try believes that interest payable by the Galliford Try Group will
continue to be no less than four times covered by earnings before interest, tax,
depreciation and amortisation (on an IFRS basis) after taking into account the
effect of the Acquisition and the associated debt and equity fundraising.

6.               Details of the Placing and Open Offer

The Company is proposing to raise approximately £144.3 million net of expenses
by way of a pre-emptive offering, being the Open Offer, and a non pre-emptive
placing. In order to facilitate the introduction of new institutional investors
capable of supporting the long-term development of the Company as shareholders
in Galliford Try, the size of the placing has been set at 50,000,000 New
Ordinary Shares, representing 18.1 per cent. of the Company's existing issued
share capital.

Under the terms of the Placing Agreement, KBC Peel Hunt will conditionally place
the Placing Shares and the Open Offer Shares at the Open Offer Price of 150
pence per share (representing a discount of 4.2 per cent. to the Company's share
price on 7 February 2007, the day before this announcement). The Open Offer
Shares will be subject to clawback to satisfy valid applications from Qualifying
Shareholders under the Open Offer. The Placing and Open Offer has been fully
underwritten by KBC Peel Hunt.

------------------
(2) The statements that the Acquisition is expected to be earnings enhancing for
Galliford Try in the first full financial year of acquisition and that Galliford
Try believes that operating margins that can be generated from the Linden
business will exceed those historically earned by Linden relate to future
actions and circumstances, which, by their nature, involve risks, uncertainties
and other factors. These statements do not constitute a profit forecast and
should not be interpreted to mean that earnings for any future financial period
would necessarily match or be greater than those for any preceding financial
period. Earnings in this context represent net after tax earnings on an IFRS
basis, excluding the amortisation of intangible assets and any exceptional
items.

The Open Offer Shares

The Open Offer Shares represent 50.1 per cent. of the New Ordinary Shares. The
Open Offer Shares will be conditionally placed by KBC Peel Hunt with
institutional and other investors subject to clawback to satisfy valid
applications from Qualifying Shareholders under the Open Offer.

Qualifying Shareholders are being given the opportunity to subscribe under the
Open Offer for Open Offer Shares at the Open Offer Price payable in full on
application and free of expenses, pro rata to their existing shareholdings, on
the following basis:

        2 Open Offer Shares for every 11 Existing Ordinary Shares

held by them and registered in their names on the Record Date and so in
proportion to any other number of Existing Ordinary Shares then held, rounded
down to the nearest whole number of Open Offer Shares.

Qualifying Shareholders may apply for any whole number of Open Offer Shares up
to and in excess of their entitlements as indicated on the Application Forms
though excess applications may not be met in full. Excess applications will be
satisfied only to the extent that corresponding applications by other Qualifying
Shareholders are not made or are made for less than their Open Offer
Entitlements. If there is an oversubscription resulting from excess
applications, allocations in respect of such excess applications will be scaled
down and made pro rata to the number of excess Open Offer Shares applied for or
otherwise at the absolute discretion of the Company.

Qualifying Shareholders should note that the Open Offer is not a rights issue
and that Open Offer Shares not applied for under the Open Offer will not be sold
in the market for the benefit of Qualifying Shareholders who do not apply under
the Open Offer. Open Offer Entitlements are not transferable unless to satisfy a
bona fide market claim and the Application Forms, not being documents of title,
cannot be traded.

Further details of the Open Offer and the terms and conditions on which it is
being made, including the procedure for application and payment, will be set out
in the Prospectus to be published and sent to Shareholders shortly.

The Placing Shares

The Placing Shares, which represent approximately 49.9 per cent. of the New
Ordinary Shares, will be placed firm by KBC Peel Hunt at the Open Offer Price
with institutional and other investors, conditional, inter alia, upon Admission.
The Placing Shares will not be subject to clawback from Qualifying Shareholders.

General

The full terms and conditions of the Placing are set out in Appendix 4.

The Placing Shares and the Open Offer Shares will, when issued and fully paid,
rank pari passu in all respects with the Existing Ordinary Shares, save that the
Placing Shares and the Open Offer Shares will not be eligible for the interim
dividend of 0.8p per Ordinary Share in respect of the six month period ended 31
December 2006 payable to Shareholders on the register at 2 March 2007.

Applications will be made to the Financial Services Authority for the New
Ordinary Shares to be admitted to the Official List and to the London Stock
Exchange for the New Ordinary Shares to be admitted to trading on the London
Stock Exchange's main market for listed securities. It is expected that
Admission will become effective and dealings in the Placing Shares and the Open
Offer Shares will commence on 6 March 2007.

The Open Offer is not being made to certain Overseas Shareholders. The Placing
and Open Offer is conditional, inter alia, upon the following:

•    the passing of the Resolutions;

•    the Offer becoming  unconditional in all respects (other than in respect of
     any condition relating to Admission);

•    Admission  becoming  effective  on or before  8.00 a.m. on 6 March 2007 (or
     such later date and/or time as the Company and KBC Peel Hunt Ltd may agree,
     being no later than 3.00 p.m. on 30 March 2007); and

•    the Placing Agreement having become unconditional in all other respects and
     not having been terminated in accordance with its terms prior to Admission.

Application has been made for the Open Offer Entitlements of Qualifying CREST
Shareholders to be admitted to CREST. It is expected that such Open Offer
Entitlements will be admitted to CREST on 9 February 2007.  The Open Offer
Entitlements will also be enabled for settlement in CREST on 9 February 2007.
Applications through the CREST system will only be made in respect of the
Qualifying CREST Shareholder originally entitled or by a person entitled by
virtue of bona fide market claims.

If the conditions of the Placing Agreement, as detailed in Appendix 4, are not
fulfilled or (where capable of waiver) waived on or before 8.00 a.m. on 6 March
2007 (or such later time and date as the Company and KBC Peel Hunt Ltd may agree
being not later than 3.00 p.m. on 30 March 2007), the Placing and Open Offer
will not become unconditional and application monies will be returned to
applicants, without interest, as soon as practicable thereafter.

7.               Current trading and prospects

Galliford Try announced today in a separate announcement its unaudited interim
results for the six months to 31 December 2006. The Company reported a 63%
increase in revenue to £606.8 million (2005: £372.2 million), a 46% increase in
operating profit to £23.6 million (2005: £16.2 million), a 48% increase in
pre-tax profit (before exceptional items) to £20.7 million (2005: £14.0 million)
and a 20% increase in earnings per share (before exceptional items) to 5.3 pence
per share (2005: 4.4 pence per share). £10.6 million of cash was generated from
operating activities during the period, resulting in a cash balance at 31
December 2006 of £26.6 million.

Since 1 January 2006 Linden has traded satisfactorily and has benefited from
good market conditions in the new homes market in the South of England.

The Directors are confident of the financial and trading prospects of the
Enlarged Group due both to the encouraging state of the order book in Galliford
Try's construction division and of sales in hand in the housebuilding division,
as described in the Company's interim results statement, and also due to the
benefits that are expected to accrue as a result of the Acquisition.

8.               Dividend policy

The Directors intend that the Group will continue to adopt a progressive
dividend policy and the Directors anticipate that dividends will grow in line
with earnings per share. However, as any dividends will be dependent upon the
performance of the underlying businesses of the Enlarged Group, this should not
be construed as either a dividend forecast or as a guarantee that any dividends
will be paid in the future.

9.               Extraordinary General Meeting

A notice convening the Extraordinary General Meeting, to be held at 10.00 a.m.
on 5 March 2007 at the offices of CMS Cameron McKenna LLP, Mitre House, 160
Aldersgate Street, London EC1A 4DD, will be set out at the end of the Prospectus
to be published and sent to Shareholders. At the Extraordinary General Meeting,
the following resolutions will be proposed:

•    an  ordinary   resolution  to  approve  the  Acquisition  as  a  class  one
     transaction for the purposes of the Listing Rules;

•    an ordinary  resolution  to increase the  authorised  share  capital of the
     Company from  £18,000,000  to  £25,250,000  by the creation of  145,000,000
     Ordinary Shares;

•    an ordinary  resolution  to authorise  the Directors to exercise all of the
     powers  of  the  Company  to  allot  up  to  225,728,511   Ordinary  Shares
     (representing  81.7 per cent. of the Existing  Ordinary Shares and 60.0 per
     cent. of the Enlarged Share  Capital) being up to a maximum  nominal amount
     of £11,286,425.  The Directors will limit the exercise of this authority to
     the  allotment of the New Ordinary  Shares under the Placing and Open Offer
     and otherwise  representing  up to one-third of the Enlarged Share Capital.
     The  authority  will expire at the  conclusion  of the next Annual  General
     Meeting of the Company  after the passing of the  resolution.  Save for the
     issue of the New Ordinary Shares,  the Directors have no current  intention
     to exercise this authority; and

•    a special resolution to disapply the statutory pre-emption rights contained
     in section 89 (1) of the Companies Act in respect of the allotment of up to
     100,230,056  Ordinary Shares  (representing  36.3 per cent. of the Existing
     Ordinary  Shares and 26.6 per cent. of the Enlarged Share Capital) being up
     to a maximum nominal amount of £5,011,503.  In addition to the allotment of
     the New  Ordinary  Shares  under the Placing  and Open  Offer,  the general
     disapplication  in respect  of the  Ordinary  Shares  will be in respect of
     approximately 6.8 per cent. of the Existing Ordinary Shares and 5 per cent.
     of the Enlarged Share Capital.  The authority will expire at the conclusion
     of the next Annual General  Meeting of the Company after the passing of the
     resolution.  Save for the issue of the New Ordinary  Shares,  the Directors
     have no current intention to exercise this authority.

10.           Recommendation

The Board, which has been provided with financial advice in connection with the
Acquisition and the Placing and Open Offer by PricewaterhouseCoopers LLP,
considers that the Acquisition and the Placing and Open Offer and Resolutions
are in the best interests of the Company and its Shareholders as a whole. In
advising the Board, PricewaterhouseCoopers LLP has placed reliance on the
Board's commercial assessment of the Acquisition.

Accordingly, the Board unanimously recommends Shareholders  to vote in favour of
the Resolutions to be proposed at the Extraordinary General Meeting, as they
intend to do in respect of the 5,361,157 Shares in which they are beneficially
interested, representing approximately 1.9 per cent. of the issued share capital
of the Company.

General

PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business,
is acting exclusively for Galliford Try plc and for no one else in relation to
the Acquisition and the Placing and Open Offer and will not be responsible to
anyone other than Galliford Try plc for providing the protections afforded to
clients of PricewaterhouseCoopers LLP or for giving advice in relation to the
Acquisition, the Placing and Open Offer, or any other matter referred to in this
announcement.

KBC Peel Hunt Ltd, which is regulated in the United Kingdom by the Financial
Services Authority, is acting as corporate broker to Galliford Try plc in
relation to the Placing and Open Offer and is not acting for any other person
and will not be responsible to any other person for providing the protections
afforded to customers of KBC Peel Hunt Ltd nor for advising them on the contents
of this announcement or any other matter in relation to the Placing and Open
Offer.

N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for Linden and
no-one else in relation to the Offer and will not be responsible to anyone other
than Linden for providing the protections afforded to clients of N M Rothschild
& Sons Limited nor for providing advice in relation to the Offer.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for New Ordinary Shares in any
jurisdiction, including, without limitation, the United Kingdom, the United
States or any of the other Excluded Territories. Any purchase of or application
for shares under or in connection with the Placing and Open Offer should only be
made on the basis of information contained in the Prospectus to be published in
connection with the Acquisition and the Placing and Open Offer and any
supplement thereto.


The distribution of this announcement and the Placing and issue of the New
Ordinary Shares in certain jurisdictions may be restricted by law. Persons to
whose attention this announcement has been drawn are required by the Company,
PricewaterhouseCoopers LLP and KBC Peel Hunt Ltd to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

The Prospectus containing details of, inter alia, the Acquisition, the Placing
and Open Offer and a notice of an Extraordinary General Meeting of the Company,
to be held at the offices of CMS Cameron McKenna LLP, Mitre House, 160
Aldersgate Street, London EC1A 4DD, is expected to be posted to Qualifying
Shareholders shortly, together with the Application Forms and separate form of
proxy for use at the Extraordinary General Meeting. Copies of the Prospectus
will also be available to the public, free of charge, from the offices of CMS
Cameron McKenna LLP and the registered office of the Company up until Admission.

This  announcement and the information  contained herein are not for publication
or  distribution,  directly  or  indirectly,  in  or  into  the  United  States,
Australia,  Canada or Japan or any  jurisdiction  in which such  publication  or
distribution is unlawful.

This  announcement  (including the terms and conditions set out herein) does not
constitute  an offer of  securities  for sale in the United States or any of the
other Excluded Territories and none of the New Ordinary Shares have been or will
be registered  under the United States  Securities  Act of 1933, as amended (the
'Securities Act') or under the securities laws of any state of the United States
or  qualified  for  distribution  under any of the relevant  securities  laws of
Canada or Japan nor has any  prospectus  in relation to the New Ordinary  Shares
been lodged with or  registered by the  Australian  Securities  and  Investments
Commission.  The  New  Ordinary  Shares  may not be  offered,  sold,  resold  or
delivered,  directly or  indirectly,  in or into the United  States or any other
Excluded Territories absent an applicable  exemption,  or to, or for the account
or benefit  of, US persons  (as such term is defined in  Regulation  S under the
Securities  Act) or to any national,  resident or citizen of any other  Excluded
Territory.

The New  Ordinary  Shares have not been  approved or  disapproved  by the United
States Securities and Exchange  Commission,  any state securities  commission in
the United States or any other United States regulatory authority,  nor have any
of the foregoing  authorities passed upon or endorsed the merits of the offer of
the New Ordinary  Shares or the accuracy or adequacy of the  Prospectus  or this
announcement.  Any  representation  to the contrary is a criminal offence in the
United States.

Certain statements in this announcement are forward looking statements. By their
nature, forward looking statements involve a number of risks, uncertainties and
assumptions because they relate to events and/or depend on circumstances that
may or may not occur in the future and could cause actual results to differ
materially from those expressed in, or implied by, the forward looking
statements. These include, among other factors: the Group's ability to obtain
capital/additional finance; a reduction in demand by customers; the limitations
of the Group's internal financial controls; an increase in competition; an
unexpected decline in turnover; legislative, fiscal and regulatory developments
including, but not limited to, changes in environmental and safety regulations;
currency and interest rate fluctuations and the introduction of IFRS. These and
other factors could adversely affect the outcome and financial effects of the
plans and events described herein. Forward looking statements contained in this
announcement based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
Subject to any requirement under the Listing Rules of the UK Listing Authority,
neither the Company nor PricewaterhouseCoopers LLP nor KBC Peel Hunt Ltd
undertakes any obligation to update or revise any forward looking statements,
whether as a result of new information, future events or otherwise. You should
not Placee undue reliance on forward looking statements, which speak only as of
the date of this announcement.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of Linden, all 'dealings' in
any 'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the Offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an 
'interest' in 'relevant securities' of Linden, they will be deemed to be a 
single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Linden by Galliford Try or Linden or by any of their respective 
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk .

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Takeover Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Takeover
Panel.


                                   APPENDIX 1

                                  Definitions

'£'                              pound sterling

'A Share Offer'                  the recommended offer being made by Galliford Try to acquire all of the
                                 issued A Shares subject to the terms and conditions set out in the Offer
                                 Document and in the Form of Acceptance and, where the context requires, any
                                 subsequent revision, variation, extension or renewal thereof

'A Shares'                       the existing unconditionally allotted or issued and fully paid A shares of
                                 £1 each in the capital of Linden and any such further shares which are
                                 unconditionally allotted or issued before the date on which the A Share
                                 Offer closes (or such earlier date, not being earlier than the date on which
                                 the A Share Offer becomes or is declared unconditional as to acceptances, as
                                 Galliford Try may, subject to the Code, decide)

'Acquisition'                    the proposed acquisition of Linden pursuant to the Offer

'Admission'                      admission of the New Ordinary Shares to (i) the Official List and (ii)
                                 trading on the London Stock Exchange's market for listed securities becoming
                                 effective in accordance with, respectively, the Listing Rules and the
                                 Admission and Disclosure Standards

'Application Form'               the application form(s) accompanying the Prospectus on which Qualifying
                                 Shareholders may apply for New Ordinary Shares under the Open Offer

'B Share Offer'                  the recommended offer being made by Galliford Try to acquire all of the B
                                 Shares and the Non-Voting B Shares subject to the terms and conditions set
                                 out in the Offer Document and in the Form of Acceptance and, where the
                                 context requires, any subsequent revision, variation, extension or renewal
                                 thereof

'B Shares'                       the existing unconditionally allotted or issued and fully paid B shares of
                                 £1 each in the capital of Linden and any further such shares which are
                                 unconditionally allotted or issued before the date on which the B Share
                                 Offer closes (or such earlier date, not being earlier than the date on which
                                 the B Share Offer becomes or is declared unconditional as to acceptances, as
                                 Galliford Try may, subject to the Code, decide)

'Chartdale'                      Chartdale Limited

'City Code' or 'Code'            the City Code on Takeovers and Mergers

'Companies Act'                  the Companies Act 1985 (as amended), including (where appropriate) the
                                 Companies Act 2006

'Completion'                     completion of the Offer pursuant to the terms of the Offer Document

'Conditions'                     the conditions to Completion set out in Appendix 2 to this announcement

'CREST'                          the relevant system (as defined in the Regulations) in respect of which
                                 CRESTCo is the operator (as defined in the Regulations)

'Deferred Consideration'         the maximum sum of £12,916,740, payable through the paying up of the
                                 Deferred Consideration Loan Notes

'Deferred Consideration Loan     together the Series A Deferred Consideration Loan Notes and the Series B
Notes'                           Deferred Consideration Loan Notes

'Directors' or 'Board'           the directors of the Company

'Enlarged Group'                 the Group as enlarged by the Acquisition

'Enlarged Share Capital'         the issued ordinary share capital of the Company, immediately following
                                 Admission

'Excluded Territories'           the United States, Canada, Japan and Australia

'Existing Ordinary Shares'       the Ordinary Shares in issue at the date of this announcement

'Extraordinary General Meeting'  the extraordinary general meeting of the Company to be convened for 10.00 am
or 'EGM'                         on 5 March 2007, notice of which will be set out at the end of the
                                 Prospectus

'First Closing Date'             the date which is 28 days after the posting of the Offer Document

'Form of Acceptance'             the form of acceptance, authority and election for use in connection with
                                 the Offers which accompanies the Offer Document

'Form of Proxy'                  the form of proxy relating to the Extraordinary General Meeting being sent
                                 to Shareholders with the Prospectus to be published and sent to Shareholders

'FSMA'                           Financial Services and Markets Act 2000 (as amended)

'Galliford Try Group' or         Galliford Try and its subsidiaries
'Group'

'Galliford Try' or 'Company'     Galliford Try plc

'IFRS'                           International Financial Reporting Standards

'Implementation Agreement'       an implementation agreement entered into on 8 February 2007 between Linden,
                                 the Linden Shareholders Committee and Galliford Try relating to the
                                 implementation of the Offer and the granting to Galliford Try of certain
                                 warranties relating to the Linden Group

'KBC Peel Hunt'                  KBC Peel Hunt Ltd

'Linden'                         Linden Holdings PLC

'Linden Group'                   Linden and subsidiaries

'Linden Shareholders Committee'  a committee, comprised at the date of this announcement of Philip Davies,
                                 Andrew Sells and David Tilman, representing and acting on the behalf of the
                                 shareholders of Linden on matters affecting the Deferred Consideration and
                                 the payment conditions of the Deferred Consideration Loan Notes

'Linden Share Options'           options to acquire 604,896 A Shares granted to employees of the Linden Group
                                 under individual option agreements

'Linden Shares'                  The A Shares and/or the B Shares and/or the Non-Voting B Shares, as the
                                 context requires

'Listing Rules'                  the listing rules made by the UK Listing Authority for the purpose of Part
                                 VI of FSMA

'Loan Notes'                     the loan notes issued by Galliford Try under the Loan Note Instrument and in
                                 accordance with the terms of the Offer

'Loan Note Alternative'          the alternative to the initial cash consideration to be offered by Galliford
                                 Try under the Offer, to be satisfied by the issue of Loan Notes

'Loan Note Instrument'           the bank guaranteed, unsecured 2011 loan note instrument constituted by
                                 Galliford Try

'London Stock Exchange'          London Stock Exchange plc

'New Ordinary Shares' or 'New    100,230,056 ordinary shares of 5 pence each in the capital of the Company to
Galliford Try Shares'            be issued pursuant to the Placing and Open Offer

'Non-Voting B Shares'            the existing unconditionally allotted or issued and fully paid non-voting B
                                 shares of £1 each in the capital of Linden and any further such shares which
                                 are unconditionally allotted or issued before the date on which the B Share
                                 Offer closes (or such earlier date, not being earlier than the date on which
                                 the B Share Offer becomes or is declared unconditional as to acceptances, as
                                 Galliford Try may, subject to the Code, decide)

'Offer' or 'Offers'              the offers made by Galliford Try for each class in and constituting the
                                 entire issued and to be issued share capital of Linden on the terms and
                                 subject to the conditions to be set out in the Offer Document

'Offer Document '                the document to be issued by Galliford Try to the shareholders of Linden on
                                 8 February 2007, containing the Offer

'Official List'                  the Official List of the UK Listing Authority

'Open Offer'                     the conditional offer inviting Qualifying Shareholders to subscribe for the
                                 Open Offer Shares at the Open Offer Price on the terms and subject to the
                                 conditions to be set out in the Prospectus

'Open Offer Entitlements'        the pro rata entitlements to subscribe for Open Offer Shares allocated to
                                 Qualifying Shareholders pursuant to the Open Offer

'Open Offer Price'               150 pence per New Ordinary Share

'Open Offer Shares'              50,230,056 New Ordinary Shares which are being made available to Qualifying
                                 Shareholders under the Open Offer, less, where the context requires 879,754
                                 New Ordinary Shares, representing the entitlements of certain directors of
                                 the Company under the Open Offer which are not being taken up, such shares
                                 to be conditionally placed firm by KBC Peel Hunt and which will not be
                                 subject to clawback under the Open Offer and will not be available to
                                 satisfy excess applications under the Open Offer

'Ordinary Shares'                ordinary shares of 5 pence each in the capital of the Company

'Overseas Shareholders'          Qualifying Shareholders with registered addresses in, or who are citizens,
                                 residents or nationals of, jurisdictions outside the United Kingdom

'Panel'                          The Panel on Takeovers and Mergers

'Placing Agreement'             the conditional agreement dated 8 February 2007 and made between the Company
                                 (1) KBC Peel Hunt (2) and PricewaterhouseCoopers LLP (3) relating to the
                                 Placing and Open Offer and Admission

'Placing'                        the conditional placing by KBC Peel Hunt on behalf of the Company pursuant
                                 to the terms and conditions of the Placing Agreement, of (i) the Placing
                                 Shares; and (ii) the Open Offer Shares, subject to clawback to satisfy valid
                                 applications made by Qualifying Shareholders under the Open Offer

'Placing Shares'                 50,000,000 New Ordinary Shares, which will be conditionally placed firm by
                                 KBC Peel Hunt on behalf of the Company pursuant to the Placing Agreement,
                                 plus, where the context requires, 879,754 New Ordinary Shares representing
                                 the entitlements of certain directors of the Company under the Open Offer
                                 which are not being taken up and will be conditionally placed firm by KBC
                                 Peel Hunt

'Prospectus'                     the prospectus prepared in accordance with the Prospectus Rules and the
                                 Listing Rules of the UKLA to be published and sent to Shareholders

'Prospectus Rules'               the Prospectus Rules brought into effect on 1 July 2005 pursuant to
                                 Commission Regulation (EC) No. 809/2004

'Qualifying CREST Shareholders'  Qualifying Shareholders holding Existing Ordinary Shares in a CREST account

'Qualifying Shareholders'        Shareholders on the register of members of the Company at the Record Date

'Record Date'                    the close of business on 6 February 2007 being the latest time by which
                                 transfers of Existing Ordinary Shares must be received for registration by
                                 the Company in order to allow transferees to be recognised as Qualifying
                                 Shareholders

'Regulations'                    Uncertified Securities Regulations 2001 (SI 2001/3755)

'Resolutions'                    the resolutions set out in the notice of EGM at the end of the Prospectus

'Shareholders'                   holders of Ordinary Shares

'Shares' or 'Ordinary Shares'    ordinary shares of 5 pence each in the capital of the Company

'UK Listing Authority' or 'UKLA' the FSA acting in its capacity as the competent authority for the purposes
                                 of FSMA

'UK' or 'United Kingdom'         The United Kingdom of Great Britain and Northern Ireland, its territories
                                 and dependencies

'United States'                  the United States of America, its territories and dependencies

'UVL'                            Uberior Ventures Limited

For the purposes of this announcement ''subsidiary', ''subsidiary undertaking'',
''undertaking'' and ''associated undertaking'' have the meanings given by the
Companies Act (but for this purpose ignoring paragraph 20(i)(b) of Schedule 4A
of the Companies Act).



                                   APPENDIX 2

                   CONDITIONS AND FURTHER TERMS OF THE OFFERS

Part A: Conditions of the A Share Offer

The A Share Offer is subject to the following conditions:

1                Acceptances

1.1          valid acceptances being received (and not, where permitted,
withdrawn) by no later than 3.00 p.m. London time) on the First Closing Date (or
such later time(s) and/or date(s) as Galliford Try may, subject to the rules of
the Code or with the consent of the Panel, decide), in respect of more than 50
per cent. in nominal value (or such lesser percentage as Galliford Try may
decide) of the A Shares to which the A Share Offer relates, provided that this
condition shall not he satisfied unless Galliford Try and / or any member of the
Galliford Try Group shall have acquired or agreed to acquire, whether pursuant
to the Offers or otherwise, Linden Shares carrying, in aggregate, more than 50
per cent. of the voting rights normally exercisable at general meetings of
Linden, including for this purpose any such voting rights attaching to any
Linden Shares that are unconditionally allotted or issued before the A Share
Offer or the B Share Offer become or are declared unconditional as to
acceptances, whether pursuant to the exercise of any subscription rights,
conversion rights or otherwise. For the purposes of this condition:

(A)           the expression 'A Shares to which the A Share Offer relates' shall
be construed in accordance with sections 428 to 430F of the Companies Act 1985;

(B)           shares which have been unconditionally allotted (but not issued)
shall be deemed to carry the voting rights which they will carry on issue: and

(C)           valid acceptances shall be deemed to have been received in respect
of the A Shares which are treated for the purposes of section 429(8) of the
Companies Act 1985 as having been acquired or agreed to be acquired by Galliford
Try pursuant to the A Share Offer:

1.2          the B Share Offer having become or been declared unconditional as
to acceptances;

2                Admission

2.1          Admission of the New Galliford Try Shares having become effective
in accordance with the Listing Rules and the admission of such shares to trading
becoming effective in accordance with the Admission and Disclosure Standards of
the London Stock Exchange;

3                Consequences of the Offers

3.1          save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit, lease or other instrument, including any statute,
regulation, decision or order to which any member of the Wider Linden Group is a
party, or by or to which any such member, or any part of its assets, may be (or
may become) bound, entitled or subject, which would or might, in each case as a
consequence of the Offers or of the acquisition or proposed acquisition of all
or any part of the issued share capital of, or change of control or management
of, Linden or any other member of the Linden Group, or otherwise, reasonably be
expected to result (in each case to an extent which is material in the context
of the Offers or, as the ease may be, in the context of the Wider Galliford Try
Group taken as a whole) in:

(i)              any assets or interests, or any asset the use of which is
enjoyed by any member of the Wider Linden Group being or falling to be disposed
of or charged in any way or ceasing to be available to any member of the Wider
Linden Group or any rights arising under which any such asset or interest could
be required to be disposed of or charged in any way or could cease to be
available to any member of the Wider Linden Group: or

(ii)             any monies borrowed by or other indebtedness (actual or
contingent) of, or any grant available to, any member of the Wider Linden Group
being or becoming repayable or capable of being declared repayable immediately
or earlier than their stated repayment date or maturity date or the ability of
such member of the Wider Linden Group to incur any borrowing or indebtedness
becoming or being capable of becoming withdrawn, inhibited or prohibited: or

(iii)           any such agreement, arrangement, license, permit, lease or other
instrument or the rights, liabilities, obligations or business or interests of
any such member under it being terminated or adversely modified or affected or
any onerous obligation or liability arising or any adverse action being taken
under it; or

(iv)            the interests or business of any such member in or with any
third party (or any arrangements relating to any such interests or business)
being terminated or adversely modified or affected; or

(v)             the financial or trading position or prospects or value of any
member of the Wider Linden Group being prejudiced or adversely affected; or

(vi)            the creation of any mortgage, charge or other security interest
over the whole or any material part of the business, or of any material property
or assets of any member of the Wider Linden Group or any such security (whenever
arising or having arisen) becoming enforceable or being enforced; or

(vii)          any member of the Wider Linden Group ceasing to be able to carry
on business tinder ally name under which, or on the terms on which, it currently
does so or any person presently not able to early on business under any name
under which any member of the Wider Linden Group currently does becoming able to
do so; or

(viii)         the creation of actual or contingent liabilities by any member of
the Wider Linden Group; or

(ix)           any liability of any member of the Wider Linden Group to make any
severance, terminations, bonus or other payments to any of its directors or
other officers; or

(x)            the Offers, their implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control of, Linden by any
member of the Wider Galliford Try Group being or becoming void, illegal and/or
unenforceable under the laws of any jurisdiction, or would otherwise directly or
indirectly prohibit, or restrain, restrict, materially delay or otherwise
interfere with the implementation of, or impose additional material conditions
or obligations with respect to, or otherwise challenge or require amendment of
the Offers or the acquisition of any such shares or securities by any member of
the Wider Galliford Try Group;

(xi)           the imposition of any limitation on, or material delay in, the
ability of any member of the Wider Galliford Try Group directly or indirectly to
acquire or hold or to exercise effectively all or any rights of ownership in
respect of shares or other securities in Linden or on the ability of any member
of the Wider Linden Group or any member of the Wider Linden Group directly or
indirectly to hold or exercise effectively any rights of ownership in respect of
shares or other securities (or the equivalent) in, or to exercise management
control over, any member of the Wider Linden Group;

(xii)         a divestiture by any member of the Wider Galliford Try Group of
any shares or other securities (or the equivalent) in Linden being required,
prevented or materially delayed; or

(xiii)        the imposition of any material limitation on the ability of any
member of the Wider Galliford Try Group or any member of the Wider Linden Group
to integrate or co ordinate all or any part of its business with all or any part
of the business of any other member of the Wider Galliford Try Group and/or the
Wider Linden Group; or

(xiv)        the ability of any member of the Wider Galliford Try Group to carry
on its business being adversely affected, and no event having occurred which,
under any provision of any agreement, arrangement, license, permit, lease or
other instrument, statute, regulation, decision or order to which any member of
the Wider Galliford Try Group is a party, or by or to which any such member, or
any of its assets, may be bound, entitled or subject, could result, to an extent
which is material in the context of the Offers or, as the case may be, in the
context of the Wider Galliford Try Group taken as a whole, in any of the events
or circumstances as are referred to in subparagraphs 3.1(i) to 3.1(xiv)
inclusive;

4                Corporate action

4.1      since 31 December 2006, save as otherwise Disclosed or pursuant to
transactions with Linden or a wholly-owned subsidiary of Linden, no member of
the Wider Linden Group having:

(i)              issued or agreed to issue or authorised or proposed the issue
or grant of additional shares of any class or securities convertible into or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities or transferred or sold or agreed to
transfer or sell or authorised or proposed the transfer or sale of Linden Shares
(save pursuant to the exercise of Linden Share Options); or

(ii)             redeemed, purchased, repaid or reduced or proposed the
redemption, purchase, repayment or reduction of any part of its share capital or
made or proposed the making of any other change to its share capital; or

(iii)           recommended, declared, paid or made or proposed to recommend,
declare, pay or make  any dividend, bonus issue or other distribution whether
payable in cash or otherwise other than to Linden or any wholly owned subsidiary
of Linden; or

(iv)            merged with or demerged from, or acquired, any body corporate,
partnership or business or authorised or proposed or announced any intention to
propose any such merger or demerger; or

(v)             other than in the ordinary course of business acquired or
disposed of, transferred, mortgaged or charged, or created or granted any
security interest over, any assets (including shares and trade investments) or
authorised or proposed or announced any intention to propose any such
acquisition, disposal, transfer, mortgage, charge or creation or grant of any
security interest (which in any case is material in the context of the Wider
Linden Group taken as a whole); or

(vi)            issued or authorised or proposed the issue of any debentures or
incurred or save in the ordinary course of business increased any borrowings,
indebtedness or liability (actual or contingent) in each case to an extent which
is material in the context of the Wider Linden Group taken as a whole; or

(vii)          entered into or varied, or authorised or proposed the entry into
or variation of, or announced its intention to enter into or vary, any
transaction, arrangement, contract or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or unusual nature or
magnitude or which involves or could involve an obligation of such nature or
magnitude or which is or could be restrictive on the business of any member of
the Wider Linden Group or which is other than in the ordinary course of business
and which in any such case is material in the context of the Wider Linden Group
taken as a whole; or

(viii)         entered into, implemented, effected, authorised or proposed or
announced its intention to enter into, implement, effect, authorise or propose
any contract, reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business
which is material in the context of the Wider Linden Group taken as a whole; or

(ix)           waived or compromised any claim which is material in the context
of the Wider Linden Group taken as a whole; or

(x)            entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of any contract with any of the
directors or senior executives of Linden (to the extent it is material in the
context of the Wider Linden Group taken as a whole) or any of the directors or
senior executives of any other member of the Wider Linden Group (or to the
extent it is material in the context of the Wider Linden Group taken as a
whole); or

(xi)           taken or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it or petition presented for its
winding-up (voluntary or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, manager,
trustee or similar offer of all or any of its assets or revenues or for any
analogous proceedings or steps in any jurisdiction or for the appointment of any
analogous person or had any such person appointed in any jurisdiction which in
each such case is material in the context of the Wider Linden Group; or

(xii)         been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness or has stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business in any case which is or would be material in the context of the Wider
Linden Group taken as a whole; or

(xiii)        made any alteration to its memorandum or articles of association,
or other incorporation documents; or

(xiv)        in relation to any pension schemes established for its directors
and/or other employees and/or their dependants, made or agreed or consented to
any change, in any case which is or would be material in the context of the
Wider Linden Group taken as a whole, to:

(A)    the terms of the trust deeds constituting such pension schemes or to the
benefits which accrue;

(B)    the pensions which are payable, under them;

(C)    the basis on which qualifications for or accrual of or entitlement to
such benefits or pensions are calculated or determined;

(D)    the basis upon which the liabilities (including pensions) of such pension
schemes are funded or made;

(E)    or agreed or consented to any change to the trustees of such pension
schemes; or

(xv)          proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme, or other benefit relating to the employment or
termination of employment of any employee of the Wider Linden Group; or

(xvi)        purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, made any other change to any part of its share capital; or

(xvii)       entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for acceptance) or
proposed or announced any intention with respect to any of the transactions,
matters or events referred to in this condition 4.1.

5                Other events

5.1      in the period after 31 December 2006, save as Disclosed:

(i)              no litigation or arbitration proceedings, prosecution,
investigation or other legal proceedings having been announced, instituted,
threatened or remaining outstanding by, against or in respect of, any member of
the Wider Linden Group or to which any member of the Wider Linden Group is or
may become a party (whether as claimant, defendant or otherwise) which is
material in the context of the Wider Linden Group taken as a whole; or

(ii)             no adverse event, change or deterioration having occurred in
the business or assets or financial or trading position or prospects, assets or
profits of any member of the Wider Linden Group which is material in the context
of the Wider Linden Group taken as a whole; or

(iii)           no enquiry or investigation by, or complaint or reference to,
any relevant person against or in respect of any member of the Wider Linden
Group having been threatened, announced, implemented or instituted or remaining
outstanding by, against or in respect of, any member of the Wider Linden Group
which is material in the context of the Wider Linden Group taken as a whole; or

(iv)            no contingent or other liability having arisen or become
apparent or increased to an extent which is material in the context of the Wider
Linden Group taken as a whole; or

(v)             no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation, termination of any
licence held by any member of the Wider Linden Group which is necessary for the
proper carrying on of its business and the withdrawal, cancellation, termination
or modification of which is material in the context of the Wider Linden Group as
a whole;

6                Other issues

Environmental



6.1      save as Disclosed, Galliford Try not having discovered that, to an
extent which is material in the context of the Wider Linden Group taken as a
whole:

(i)              any member of the Wider Linden Group has not complied with all
applicable legislation or regulations or authorisations of any jurisdiction with
regard to the use, handling, storage, transport, production, supply, treatment,
keeping, disposal, discharge, carriage, spillage, leak or emission of any waste
or hazardous substance or any substance reasonably likely to damage or impair
the environment (including property) or harm human health or otherwise relating
to environmental matters or the health and safety of any person or that there
has otherwise been any such use, handling, storage, transport, production,
supply, treatment, keeping, disposal, carriage, discharge, spillage, leak or
emission (whether or not the same constituted a non-compliance by any person
with any such legislation or regulations or authorisations and wherever the same
may have taken place), which, in any such case, would be likely to give rise to
any liability (whether actual or contingent) or cost (including any property) on
the part of any member of the Wider Linden Group; or

(ii)             there has been a disposal, discharge, release, spillage, leak
or emission or the migration, production, supply, treatment, storage, carriage
or use of any waste or hazardous substance or any substance reasonably likely to
damage or impair the environment (including property) or harm human health which
would be likely to give rise to any liability (whether actual or contingent) or
cost on the part of any member of the Wider Linden Group; or

(iii)           there is, or is likely to be any liability (whether actual or
contingent) or requirement or cost on the part of any member of the Wider Linden
Group to make good, repair, reinstate or clean up any asset or any other
property or any controlled waters in each case currently or previously owned,
occupied or made use of any past or present member of the Wider Linden Group (or
on its behalf) or in which any such member may have or prevails to have had or
be deemed to have had an interest, under any environmental legislation, common
law regulation, notice, circular, order or other lawful requirement of any
relevant person or third party or otherwise or to contribute to the cost thereof
or associated therewith or indemnify any person thereto in any such case to an
extent which is material in the context of the Wider Linden Group;

Information



6.2      Galliford Try not having discovered:

(i)              that the financial, business or other information concerning
the Wider Linden Group Disclosed is misleading or contains a misrepresentation
of fact or omits to state a fact necessary to make that information not
misleading; or

(ii)             any information concerning the Wider Linden Group Disclosed is
or becomes incorrect; or

(iii)           any information which affects the import of any information
Disclosed;

in each case to an extent which is material in the context of the Wider Linden
Group taken as a whole;

Criminal property



6.3      any asset of any member of the Wider Linden Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition);

7                Accounts

7.1      the final draft unaudited accounts of the Linden Group for the year
ended 31 December 2006 show a figure for:

(i)              earnings before interest and tax, exclusive of the provision
for the Darby Green project, of at least £32.0 million; and

(ii)             net assets, inclusive of option exercise proceeds and the
provision for the Darby Green project, but exclusive of goodwill and before
providing for any transaction costs incurred by Linden as a result of the Offer,
of at least £42.5 million,

such amounts to have been calculated on a UK GAAP basis without relying on
unplanned

adjustments, revaluations or changes in accounting policies.

Part B: Conditions of the B Share Offer

The B Share Offer is subject to the following conditions:



1.       a valid acceptance being received (and not, where permitted, withdrawn)
by 3.00 p.m. (London time) on the First Closing Date (or such later time(s) and/
or date(s) as Galliford Try may, subject to the Code or with the consent of the
Panel, decide) from UVL in respect of not less than 100 per cent. in nominal
value of the B Shares and the Non-Voting B Shares; and



2.       the A Share Offer becoming or being declared unconditional in all
respects.



Part C: Further conditions of the Offers

The Offers are subject to the following condition:



1.               any resolution or resolutions of the shareholders of Galliford
Try required in connection with the approval and implementation of the proposed
acquisition by Galliford Try of Linden by means of the Offers being duly passed
at an extraordinary general meeting of Galliford Try (or at any adjournment of
that meeting).



Galliford Try may not waive any of the conditions contained in paragraph 1 of
each of Part A, 1B and 1C and paragraph 2 of each of Part A and Part B.



The Offers will lapse unless all of the conditions set out above (other than the
conditions contained in paragraph 1 of each of Part A, 1B and 1C and paragraph 2
of each of Part A and Part B) have been fulfilled by no later than 28 days after
whichever  is the later of the First  Closing Date of the Offers and the date on
which the Offers become or are declared unconditional as to acceptances, or such
later date as the Panel may agree.



If Galliford Try is required by the Panel to make an offer for Linden Shares
under the provisions of Rule 9 of the Code, Galliford Try may make such
alterations to the above conditions as are necessary to comply with the
provisions of that Rule.



Galliford Try has agreed that unless, at that time, the conditions contained in
paragraphs 3 to 6 inclusive of Part A have, with the consent of the Panel,
become capable of being invoked, it will declare the Offers wholly unconditional
(save as to the condition relating to Admission which it will use all reasonable
endeavours to procure to be satisfied as soon as possible thereafter) on the
later of (i) the date on which the condition contained in paragraph 1 of Part C
is satisfied; and (ii) the date on which the Accounts Condition is satisfied
which date shall be as soon as reasonably practicable and, in any event, within
seven days, following the date on which Linden delivers the Accounts to
Galliford Try.



Except where the context otherwise requires, references in Part 1:

(i)              to ''Accounts'' means the final draft consolidated unaudited
accounts of the Linden Group for the year ended 31 December 2006;

(ii)             to the 'Darby Green project' means the site held by the Linden
Group for potential development at Clarks Farm, Darby Green, Yateley, Hampshire;

(iii)           to ''Disclosed'' means fairly disclosed (to the extent
sufficient to enable Galliford Try (acting reasonably) to identify the nature
and scope of the matters concerned) in or by the Disclosure Documents or any of
them;

(iv)            to ''Disclosure Documents'' means the documents disclosed to
Galliford Try by Linden or Jones Day on or before 8 December 2006 and documents
and information supplied after that date which has been supplied by Linden as
listed in the schedule initialled by or on behalf of Galliford Try and Linden;
and

(v)             to the ''Wider Galliford Try Group'' means Galliford Try and its
subsidiaries, subsidiary undertakings, associated undertakings and any other
undertakings, in which Galliford Try and/or such undertakings (aggregating their
interests) have a significant interest and the ''Wider Linden Group'' means
Linden and its subsidiaries, subsidiary undertakings, associated undertakings
and any other undertakings in which Linden and/or such undertakings (aggregating
their interests) have a significant interest, and, for these purposes, ''
subsidiary'', ''subsidiary undertaking'', ''associated undertaking'' and ''
undertaking'' have the meanings given by the Act, other than paragraph 20(1)(b)
of Schedule 4A to the Act which shall be ignored for this purpose, and ''
significant interest'' means a direct or indirect interest in 20 per cent. or
more of the total voting rights conferred by the equity capital of an
undertaking.

                                   APPENDIX 3

                  Irrevocable Undertakings to accept the Offer

Name of Linden Shareholder                            A Shares

Tom Amato                                              55,000
Peter Armfield                                          5,000
Mick Arnold                                            40,000
Toby Ballard                                           200,000
Valerie Clark                                          130,001
Chris Coates                                           310,851
Claire Coates                                          39,150
Dave Cole                                              39,905
Adrian Corser                                          20,270
David Curtiss                                          10,000
Philip Davies                                         1,250,001
Sheila Davies                                          291,749
Gary Durden                                            81,000
Sarah Eales                                            20,000
Jane Ewer                                               1,200
Pat Feighery                                           220,000
Sir Malcolm Field                                      40,000
Simon Gait                                             20,000
Peter Golding                                          55,000
David Harrison                                         60,000
Peter Hawkey                                           60,000
Malcolm Heald                                          40,000
Gaynor Hookings                                        12,000
Lou Jovic                                              25,001
Rob Lambie                                             60,000
Steve Lavers                                           90,000
David Macoll                                            5,000
Dylan May                                               7,635
Peter McIntee                                          24,300
Ken Medhurst                                            5,000
Andrew Mogg                                             5,000
Kevin Moran                                            10,000
Brendan Morrissey                                      50,000
Nautilus Fiduciary Services Limited                    516,699
Mike O'Brien                                           50,000
Chris O'Sullivan                                       160,000
Matthew Paine                                          100,000
Nigel Palmer                                           50,000
Paul Parkhouse                                         81,000
Paul Perry                                             38,000
Mark Pettifor                                          50,000
Ian Ralston                                            81,000
Ian Randall                                            310,000
Alison Staddon                                         35,000
Gary Taylor                                            50,000
Peter Thornett                                         25,000
David Tilman                                           280,000
Helen Todd                                             60,000
Jeremy Trezise                                         50,000
Mike Viney                                             25,345

Total A Shares                                        5,245,107
Percentage                                              89.7%

                                                      B Shares

Uberior Ventures Limited                              2,345,934

                                                 Non-Voting B Shares

Uberior Ventures Limited                               836,749

Total B Shares                                        3,182,683
Percentage                                              100%

TOTAL A SHARES AND B SHARES                           8,427,790
Percentage                                              93.3%


                                APPENDIX 4



                     IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS SELECTED BY KBC PEEL HUNT LTD ('KBC PEEL HUNT' OR THE 'BANK') WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE 'INVESTMENT
PROFESSIONALS' WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'), ARE PERSONS FALLING
WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.') OF THE ORDER, OR ARE OTHERWISE PERSONS TO WHOM IT MAY
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT 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 the information contained herein are not for publication
or distribution, directly or indirectly, in or into the United States,
Australia, Canada or Japan or any jurisdiction in which such publication or
distribution is unlawful.

This announcement (including the terms and conditions set out herein) does not
constitute an offer of securities for sale in the United States or any of the
other Excluded Territories and none of the New Ordinary Shares have been or will
be registered under the United States Securities Act of 1933, as amended (the
'Securities Act') or under the securities laws of any state of the United States
or qualified for distribution  under any of the relevant securities laws of
Canada or Japan nor has any prospectus in relation to the New Ordinary Shares
been lodged with or registered by the Australian Securities and Investments
Commission. The New Ordinary Shares may not be offered, sold, resold or
delivered, directly or indirectly, in or into the United States or any other
Excluded Territories absent an applicable exemption, or to, or for the account
or benefit of, US persons (as such term is defined in Regulation S under the
Securities Act) or to any national, resident or citizen of any other Excluded
Territory.

The New Ordinary Shares have not been approved or disapproved by the United
States Securities and Exchange Commission, any state securities commission in
the United States or any other United States regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of the offer of
the New Ordinary Shares or the accuracy or adequacy of the Prospectus or this
announcement. Any representation to the contrary is a criminal offence in the
United States.

Unless otherwise defined in this Appendix, terms used in this Appendix shall
have the same meanings as those set out in Appendix 1.

               Terms and Conditions of the Placing

If a Relevant Person chooses to participate in the Placing by making or
accepting an offer to acquire New Ordinary Shares (each such Relevant Person
being hereinafter referred to as a 'Placee' and together, as the 'Placees') it
will be deemed to have read and understood this Appendix in its entirety and to
be making or accepting such offer on the terms and conditions and to be
providing the representations, warranties, undertakings, confirmations and
acknowledgements contained in this Appendix.

This announcement and this Appendix do not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any
jurisdiction, including, without limitation, the United Kingdom, the United
States or any of the other Excluded Territories. Any purchase of or application
for shares under or in connection with the Placing and Open Offer should only be
made on the basis of information contained in the Prospectus to be published in
connection with the Acquisition and the Placing and Open Offer and any
supplement thereto.

The distribution of this announcement and the Placing and issue of the New
Ordinary Shares in certain jurisdictions may be restricted by law. Persons to
whose attention this announcement has been drawn are required by the Company,
PricewaterhouseCoopers LLP and KBC Peel Hunt Ltd to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.


Details of the Placing Agreement and the Placing of the New Ordinary Shares

The Company has entered into a Placing Agreement with KBC Peel Hunt and
PricewaterhouseCoopers LLP (as the Company's sponsor) under which KBC Peel Hunt
will, as agent of the Company, procure Placees to subscribe (or failing which
itself subscribe) on the terms and subject to the conditions set out therein for
the New Ordinary Shares.  49,350,302 of the New Ordinary Shares are being
offered to Placees subject to clawback to satisfy valid applications for New
Ordinary Shares by Qualifying Shareholders under the Open Offer (the
'Conditionally Placed Shares'), which (for the avoidance of doubt) does not
include 879,754 New Ordinary Shares, representing the entitlements of certain
Directors under the Open Offer which are not being taken up and will not
therefore be subject to clawback under the Open Offer, such shares having been
conditionally placed firm by the Bank.  The remaining 50,879,754 New Ordinary
Shares being offered to Placees (including the aforementioned Directors'
entitlements which are not being taken up) are being placed firm (the 'Firm
Placed Shares').

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all
respects with the existing Ordinary Shares of the Company, save that the New
Ordinary Shares will not be eligible for the interim dividend to be paid by the
Company in respect of the six month period ended 31 December 2006, and will be
issued subject to the memorandum and articles of association of the Company.

Application for Listing and Admission to Trading

Application will be made to the UKLA for admission of the New Ordinary Shares to
the Official List of the UKLA and to the London Stock Exchange for admission to
trading of the New Ordinary Shares on the London Stock Exchange's main market
for listed securities. It is expected that Admission will take place at 8.00
a.m. on 6 March 2007.

Principal Terms of the Placing

This Appendix gives details of the terms and conditions of, and the mechanics of
participation in, the Placing.


1.   KBC Peel Hunt will arrange the Placing as agent for and on behalf of the
Company.  Participation will only be available to persons invited to participate
by KBC Peel Hunt.  KBC Peel Hunt will determine in its absolute discretion the
extent of each Placee's participation in the Placing, which will not necessarily
be the same for each Placee.

2.                   The price payable per New Ordinary Share shall be the Open
Offer Price.

3.                   A Placee's commitment to subscribe for a fixed number of
Firm Placed Shares and up to a maximum number of Conditionally Placed Shares
will be agreed with and confirmed to it orally by KBC Peel Hunt (the 'Placing
Commitment') and a written confirmation (a 'Confirmed Commitment Letter') will
be dispatched as soon as possible thereafter. The Placing Commitment and the
Confirmed Commitment Letter will set out the maximum placing participation of
New Ordinary Shares which are being placed with each Placee and this will be
broken down into the number of New Ordinary Shares which are being placed firm
with each Placee and the number of New Ordinary Shares which are being placed
with each Placee subject to scaling back to satisfy valid applications from
Qualifying Shareholders under the Open Offer. The oral confirmation to the
Placee by KBC Peel Hunt (the 'Oral Confirmation'), constitutes an irrevocable,
legally binding contractual commitment on the part of the Placee to KBC Peel
Hunt (as agent for the Company) to subscribe for the fixed number of Firm Placed
Shares allocated to such Placee and up to a maximum number of Conditionally
Placed Shares allocated to such Placee on the terms and conditions set out in
this Appendix and the Prospectus and subject to the memorandum and articles of
association of the Company.  The Oral Confirmation will also include details of
any commissions payable to the Placee in respect of its Placing Commitment
(details of which will also be included in the Confirmed Commitment Letter).  A
form of confirmation will be included with each Confirmed Commitment Letter and
this should be completed and returned to Jamie Reynolds at KBC Peel Hunt by fax
on [phone] by 3.00 p.m. on 8 February 2007.

Participation in the Placing shall not prejudice any rights of a Placee to
participate in the Open Offer.  However, a Placee shall be entitled to have its
Placing Commitment in respect of Conditionally Placed Shares only reduced by the
number of New Ordinary Shares, if any, that such Placee subscribes for under the
Open Offer.  In order to benefit from such a reduction, a Placee is required to
certify the number of New Ordinary Shares (if any) which it, together with any
funds which it manages, have subscribed for under the Open Offer by completing a
set-off form (the 'Set-Off Form') which will be attached to the Confirmed
Commitment Letter.  To be valid, a Set-Off Form must be returned by the Placee
to KBC Peel Hunt (for the attention of Jamie Reynolds) by fax on [phone]
0112 by 11.00 a.m. on 2 March 2007 (being the closing date of the Open Offer
(the 'Closing Date')), whether the Placee subscribes for New Ordinary Shares in
the Open Offer by way of a white Application Form or through CREST. The Set-Off
Form must give full details of each holding including the number of New Ordinary
Shares taken up under the Open Offer.

The total number of Conditionally Placed Shares to be taken up by Placees will
be allocated in proportion to their allocation of Conditionally Placed Shares,
after taking account of the extent to which they (and any other Placees) take
advantage of the Set-Off arrangements described here.  Where set-off applies,
any Conditionally Placed Shares taken up by Placees in the Open Offer and for
which set-off is claimed, will be deducted from those persons' participations
for the purpose of computing each Placees' proportionate allocation of
Conditionally Placed Shares. Accordingly, the claiming of set-off by some
Placees and not others may result in the latter receiving a disproportionately
large allocation of Conditionally Placed Shares relative to the overall level of
take-up by Shareholders under the terms of the Open Offer.

4.         Details of the results of the Open Offer, and the number of
Conditionally Placed Shares for which Placees will be required to subscribe
(which, together with its Firm Placed Shares, shall not in respect of any Placee
in any event exceed that Placee's total Placing Commitment) and the amount
payable by the Placee to the Company in respect of the Conditionally Placed
Shares will be notified to Placees as soon as possible after the Open Offer
closes, which is expected to be at 11.00 a.m. on the Closing Date.  It is
anticipated that this notification will occur on the next working day following
the Closing Date which, on the current timetable, will mean the notification
will be made on 5 March 2007. Subject to the effects of the set-off arrangements
described above, the New Ordinary Shares not taken up by Qualifying Shareholders
pursuant to the Open Offer will be allocated among Placees as nearly as possible
in the same proportions as their respective conditional commitments to subscribe
for Conditionally Placed Shares bears to the total number of Conditionally
Placed Shares.

5.         Commissions will not be paid on the Firm Placed Shares. In respect of
the Conditionally Placed Shares, if the Placing Agreement becomes unconditional:
(i) a commitment commission of 0.5 per cent. on the aggregate value at the Open
Offer Price of the number of Conditionally Placed Shares in a Placee's Placing
Commitment will be paid; and (ii) a further commission of 0.75 per cent. on the
aggregate value at the Open Offer Price of all those Conditionally Placed Shares
in a Placee's Placing Commitment that are actually subscribed by it (if any) in
accordance with this Appendix will be paid.  Details of commissions in respect
of Conditionally Placed Shares will be included in the Oral Confirmation and the
Confirmed Commitment Letter.

In the event that the conditions set out in the Placing Agreement are not
satisfied in accordance with their terms or waived, or if KBC Peel Hunt
exercises its right to terminate the Placing Agreement in accordance with its
terms (see further below under the heading 'Right to Terminate under the Placing
Agreement'), Placees will not be entitled to any commissions, fees or expenses
whatsoever. The full terms and conditions of the Open Offer are set out in the
Prospectus.

Conditions of the Placing

The obligations of KBC Peel Hunt under the Placing Agreement are conditional, 
inter alia, on:

1. the Prospectus being stamped as approved by the UKLA and published in 
   accordance with the provisions of FSMA and the Prospectus Rules;

2. the passing of the Resolutions without material amendment at the EGM 
   (or any adjournment thereof);

3. the Offer becoming unconditional in all respects (save in respect of any 
   condition relating to Admission); and

4. Admission becoming effective by no later than 8:00 a.m. on 6 March 2007 (or 
   by such other date, being not later than 3:00 p.m. on 30 March 2007, as the 
   Company and KBC Peel Hunt may in their discretion determine).

If (a) the conditions set out in the Placing Agreement are not satisfied or
waived by KBC Peel Hunt by 8:00 a.m. on 6 March 2007 (or by such other date,
being not later than 3:00 p.m. on 30 March 2007, as the Company and KBC Peel
Hunt may in their discretion determine) or (b) the Placing Agreement is
terminated in the circumstances specified below, the Placing and Open Offer will
lapse and the rights and obligations of the Placees hereunder shall cease and
determine at such time and no claim can be made by any Placee in respect
thereof. In such event, all monies (if any) paid by the Placees to KBC Peel Hunt
at such time shall be returned to the Placees at their sole risk without any
obligation on the part of the Company or KBC Peel Hunt or any of their
respective affiliates to account to the Placees for any interest earned on such
funds.

By participating in the Placing, the Placee agrees that its Placing Commitment
shall be irrevocable and its obligations in respect thereof will not be capable
of rescission or termination by the Placee in any circumstance (including in the
event that any withdrawal rights arise which but for the making by the Placee of
the representations and warranties as set out in this Appendix would otherwise
be exercisable by such Placee under section 87Q FSMA) and KBC Peel Hunt's rights
and obligations (and therefore each Placee's Placing Commitment) will terminate
if the conditions to the Placing Agreement are not satisfied in accordance with
their terms or waived or if the Placing Agreement is terminated.

The Placees acknowledge and agree that the Company and KBC Peel Hunt may
exercise their contractual rights to waive or to extend the time and/or date for
fulfilment of any of the conditions in the Placing Agreement.  Any such
extension or waiver will not affect Placees' commitments. Neither KBC Peel Hunt
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 the exercise of
its contractual rights to waive or to extend the time and/or date for the
satisfaction of any condition in the Placing Agreement or in respect of the
Placing generally.

Right to Terminate under the Placing Agreement

KBC Peel Hunt will be entitled in its absolute discretion by notice to the
Company prior to Admission to terminate its obligations under the Placing
Agreement if:


1. any of the conditions to the Offer is not satisfied in accordance
   with its terms and (where capable of waiver) the Company (acting in 
   compliance with its obligations under the Placing Agreement) has not waived 
   such condition; and/or

2. any right to terminate, rescind or withdraw the Offer has arisen
   and/or has become exercisable under the terms of the Offer and the City Code
   and, where required, the Panel has consented to such termination, rescission 
   or withdrawal (in each case, including by reason of the invocation of any 
   condition to the Offer).

Each Placee agrees with KBC Peel Hunt that the exercise by KBC Peel Hunt of its
right of termination of the Placing Agreement, or any other discretion under
such agreement, shall be within the absolute discretion of KBC Peel Hunt and
that KBC Peel Hunt shall have no liability to any Placee whatsoever in
connection with any decision to exercise or not to exercise any such right or
discretion. Placees should note that the Placing and Open Offer is being used to
fund the acquisition of Linden Holdings plc, which is subject to the provisions
of The City Code on Takeovers and Mergers. Accordingly, the termination rights
of KBC Peel Hunt are limited in their scope and do not include, for example,
force majeure, material adverse change in the financial or trading position of
the Company or breach of the representations and warranties included in the
Placing Agreement.

Commitments from Placees will be made solely on the basis of the information
contained in this announcement and the Prospectus, which will be circulated to
Placees on the date of this announcement. Each Placee, by accepting a
participation in the Placing, agrees that the content of this announcement
(including this Appendix) and such Prospectus are exclusively the responsibility
of the Company and confirms to KBC Peel Hunt and the Company that it has not
relied on any other information, representation, warranty or statement made by
or on behalf of KBC Peel Hunt (in each case, other than the amount of the
relevant Placing participation and amount of placing commissions communicated by
KBC Peel Hunt in the Oral Confirmation), or the Company and neither KBC Peel
Hunt nor the Company will be liable for the decision of any Placee to accept an
invitation to participate in the Placing based on any other information,
representation, warranty or statement which the Placee may have obtained or
received (regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such persons).
Each Placee acknowledges to and agrees with KBC Peel Hunt, for itself and as
agent for the Company, that except in relation to the information in this
announcement and in the Prospectus to be circulated to Placees on the date of
this announcement it has relied on its own investigation of the business,
financial or other position of the Company in deciding to participate in the
Placing. Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the New Ordinary Shares following Admission will
take place within CREST, subject to certain exceptions. KBC Peel Hunt reserves
the right to require settlement for and delivery of such New Ordinary Shares to
the Placees in such other means that it deems necessary if delivery or
settlement is not possible within CREST within the timetable set out in this
announcement or would not be consistent with the regulatory requirements in the
jurisdictions of such Placees.

Following the result of the Open Offer, each Placee that has agreed to subscribe
for Conditionally Placed Shares shall be sent a further confirmed commitment
letter (the 'Further Confirmed Commitment Letter') that will state the number of
Conditionally Placed Shares allocated to it and the aggregate amount owed by it.

It is expected that settlement of the Placing will occur on 6 March 2007 (the
'Settlement Date'). On that date each Placee must settle the full amount owed by
it in respect of the Conditionally Placed Shares notified to it in the Further
Confirmed Commitment Letter and the Firm Placed Shares allocated to it.  KBC
Peel Hunt may (having consulted the Company) specify a later settlement date at
its absolute discretion. Payment must be made in cleared funds. The payment
instructions for settlement in CREST and settlement outside of CREST will be set
out in the Confirmed Commitment Letter. The trade date in CREST of the New
Ordinary Shares settled therein is expected to be 5 March 2007.

Interest will be charged daily, on the consideration due, in respect of payments
not received for value by the required time referred to above for every day (or
part thereof) after the Settlement Date at a rate per annum equal to 2
percentage points above the Barclays Bank plc base rate. If a Placee does not
comply with its obligations hereunder, KBC Peel Hunt may sell the New Ordinary
Shares allocated to such Placee (as agent for such Placee) and retain from the
proceeds, for its own account, an amount equal to the aggregate value, at the
Open Offer Price, of the number of New Ordinary Shares in such Placee's Placing
Commitment plus any interest due. The relevant Placee will, however, remain
liable, inter alia, for any shortfall below such amount and it may be required
to bear any stamp duty or stamp duty reserve tax (together with any interest or
penalties) that may arise upon the sale of its New Ordinary Shares on its
behalf.

Time shall be of the essence as regards the obligations of Placees to settle
payment for the Firm Placed Shares and Conditionally Placed Shares and to comply
with their other obligations under this Appendix.

If New Ordinary Shares are to be delivered to a custodian or settlement agent of
a Placee, the relevant Placee should ensure that its Confirmed Commitment Letter
is copied and delivered immediately to the relevant person within that
organisation.

Insofar as New Ordinary Shares are registered in the name of a Placee or that of
its nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such New Ordinary Shares will,
subject as provided below, be so registered free from any liability to UK stamp
duty or stamp duty reserve tax.

Representations and Warranties by Placees

By participating in the Placing, each Placee (and any persons acting on its
behalf) confirms, represents, warrants, undertakes and acknowledges to KBC Peel
Hunt and the Company that:

1.   it has read this announcement in its entirety and acknowledges that its
participation in the Placing will be governed by the terms of this Appendix;

2.   it will subscribe for the Firm Placed Shares and, subject to scaling back
as described above, the Conditionally Placed Shares allocated to it in the
Placing and pay for the same in accordance with the terms of this Appendix
failing which the relevant New Ordinary Shares may be placed with other
subscribers or sold as KBC Peel Hunt, in its absolute discretion, determines and
without liability to such Placee;

3.   its obligations under the Placing are irrevocable and will not be capable
of rescission or termination by the Placee in any circumstance (including in the
event that any withdrawal rights arise which but for the making by the Placee of
this confirmation would otherwise be exercisable by such Placee under section
87Q FSMA) and KBC Peel Hunt's rights and obligations (and therefore each
Placee's Placing Commitment) will terminate if the Placing Agreement fails to
become unconditional or is terminated and that it understands that the Placing
Agreement will only be capable of termination in the limited circumstances set
out in the Placing Agreement and summarised in this Appendix;

4.   it understands that the contents of this announcement and the Prospectus
are exclusively the responsibility of the Company and that neither KBC Peel Hunt
nor any of its affiliates nor any person acting on its or their behalf has or
shall have any liability for any information, representation or statement
contained in this announcement and in the Prospectus or any information
previously published in respect of the Company and will not be liable for any
Placee's decision to participate in the Placing and Open Offer based on any
information, representation or statement contained in the Prospectus;

5.   it is entitled to subscribe for and purchase New Ordinary Shares under the
laws of all relevant jurisdictions which apply to it and that it has fully
observed and complied with such laws and obtained all such governmental
approvals and other guarantees and other consents which may be required
thereunder and complied with all necessary formalities and the Placee has not
taken any action which will or may result in KBC Peel Hunt or the Company or any
of their respective directors, officers, employees, agents or advisers acting in
breach of any law or regulatory requirement in any territory or jurisdiction in
relation to its participation;

6.   it has not relied on any representation or warranty in reaching its
decision to accept its Placing Commitment, other than as included in this
announcement (including this Appendix) and the Prospectus (to be circulated to
Placees on the date of this announcement), and that accordingly it acknowledges
that in subscribing for New Ordinary Shares it will be relying solely on the
information contained in this announcement and the Prospectus and that it is not
entitled to rely on any information (including, without limitation, any
information contained in any management presentation given in relation to the
Placing and Open Offer) other than that contained in this announcement or the
Prospectus and that neither of the Company nor KBC Peel Hunt or their respective
directors, officers, agents, employees, advisers or any person acting on behalf
of any of them or any persons responsible for the Prospectus or any part thereof
shall have any responsibility or liability for any such other information,
provided that nothing in this paragraph excludes the liabilities of any person
for fraud;

7.   it is a Qualified Investor (as defined in section 86(7) FSMA) and in
accepting its participation, it is either (a) acting as principal and for no
other person and that acceptance of its participation will not give any other
person a contractual right to require the issue by the Company of any of the New
Ordinary Shares, or (b) acting for a private client in its capacity as broker on
the terms set out in section 86(2) FSMA;

8.   it has complied with its obligations in connection with money laundering
under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and the
Money Laundering Regulations 2003, as amended (the 'Regulations') and the
Financial Services Authority's Money Laundering Rules, to the extent applicable
to it and, where relevant, its client and, if it is making payment on behalf of
a third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations;

9.   it is a term of its participation that, to ensure compliance with the
Regulations, KBC Peel Hunt may, in its absolute discretion, require verification
of a Placee's identity and any other person for whom it is subscribing for New
Ordinary Shares.  Pending the provision to KBC Peel Hunt of evidence of
identity, definitive certificates in respect of the New Ordinary Shares or,
where appropriate, delivery of the New Ordinary Shares to the Placee in
uncertificated form, may be retained or withheld at KBC Peel Hunt's absolute
discretion. If within a reasonable time after a request for verification of
identity KBC Peel Hunt has not received evidence satisfactory to it, it may in
its absolute discretion, terminate such Placee's participation in which event
the monies payable on acceptance of allotment will, if paid, be returned without
interest to the account of the drawee bank or building society from which they
were originally debited.  No New Ordinary Shares will be placed with such Placee
if before Admission its acceptance of any New Ordinary Shares is rejected
pursuant to the Regulations;

10.  it is a person at or to whom any communication that is a 'financial
promotion', as referred to in FSMA, may lawfully be issued, directed or
otherwise communicated without the need for such communication to be approved,
made or directed by an 'authorised person' as referred to in FSMA;

11.  it is a person falling within Article 19(5) or Article 49(2)(a) to (d) of
the Order (as defined above) and undertakes that it will acquire, hold, manage
or dispose of any New Ordinary Shares that are allocated to it for the purposes
of its business;

12.  it has complied and will comply with all applicable provisions of FSMA with
respect to anything done by it in relation to the New Ordinary Shares in, from
or otherwise involving the United Kingdom and will not sell or offer to sell the
New Ordinary Shares in a manner which will result in an offer to the public for
the purposes of Article 2.1(d) of the Prospectus Directive (No. 2003/71/EC);

13.  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 New Ordinary Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;

14.  it has all necessary capacity and authority, its obligations under the
Placing are valid, binding and enforceable and it has obtained all necessary
consents and authorities to enable it to commit to participation in the Placing
and to perform its obligations in relation thereto and will honour its
obligations (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);

15.  KBC Peel Hunt is not making any recommendation to it or advising it with
regard to the suitability of any transaction it may enter in connection with the
Placing and Open Offer and the Placee further acknowledges that participation in
the Placing is on the basis that it is not and will not be a client or customer
of KBC Peel Hunt or any affiliate thereof and that neither KBC Peel Hunt nor any
of its affiliates has any duty or responsibility to it similar or comparable to
the 'best execution', 'suitability' or 'risk warnings' rules of the Financial
Services Authority or for providing the protections afforded to its clients or
customers or for providing advice in relation to the Placing or in respect of
any representations, warranties, undertakings or indemnities contained in the
Placing Agreement;

16.  the exercise by KBC Peel Hunt of any rights or discretions under the
Placing Agreement shall be within the absolute discretion of KBC Peel Hunt and
KBC Peel Hunt need not have any reference to the Placee and shall have no
liability to the Placee whatsoever in connection with any decision to exercise
or not to exercise any such right and the Placee agrees that it has no rights
against KBC Peel Hunt, the Company or any of their respective directors,
officers, employees, agents and advisers under the Placing Agreement pursuant to
the Contracts (Rights of Third Parties) Act 1999;

17.  (i) the person whom it specifies for registration as holder of the New
Ordinary Shares will be (a) the Placee or (b) a nominee of the Placee, (ii)
neither KBC Peel Hunt 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 and (iii) the Placee and any person acting on its behalf agrees to
subscribe on the basis that the New Ordinary Shares will be allotted to the
CREST stock account of KBC Peel Hunt who will hold them as nominee on its behalf
until settlement in accordance with its standing settlement instructions;

18.  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 person 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;

19.  the New Ordinary Shares have not been and will not be registered under the
Securities Act or under the applicable securities laws of any other Excluded
Territory and, subject to certain exceptions, may not be offered, sold, resold
or delivered, directly or indirectly, in or into the United States or any other
Excluded Territory or to, or for the account or benefit of, US persons (as such
term is defined in Regulation S under the Securities Act) or to any national,
resident or citizen of any other Excluded Territory and (unless the Placee is
taking up New Ordinary Shares pursuant to such an exception) (i) the Placee is
not within the United States or any other Excluded Territory and it is not a US
Person or a citizen of any other Excluded Territory, and it is not acting for
any such national or resident nor is it applying for the benefit of any other
overseas person (ii) the Placee has not offered, sold or delivered and will not
offer sell or deliver any of the New Ordinary Shares to persons within the
United States, directly or indirectly, or into any other Excluded Territory,
(iii) the Placee is not taking up the New Ordinary Shares for resale in or into
the United States or any other Excluded Territory, and (iv) the Placee will not
distribute any offering material, directly or indirectly, in or into the United
States or any other Excluded Territory or to any persons resident in such
countries.  Terms and expressions used in this paragraph have the meanings given
to them by Regulation S made under the Securities Act;

20.  neither it nor its affiliates (as defined in Rule 501(b) of the US
Securities Act) nor any person acting on its or their behalf have engaged in or
will engage in any 'general solicitation or general advertising' (within the
meaning of Regulation D under the US Securities Act) or 'directed selling
efforts' (as defined in Regulation S under the US Securities Act) in connection
with any offer or sale of the New Ordinary Shares;

21.  the issue to the Placee, or the person specified by such Placee for
registration as holder of New Ordinary Shares, will not give rise to a liability
under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (concerning
depositary receipts and clearance services) and in the event of any breach of
this warranty, the Placee agrees that neither the Company nor KBC Peel Hunt will
have any liability to it or other persons in respect of such tax. The agreement
to settle each Placee's subscription (and/or the subscription of a person for
whom it is contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it and/or such
person direct from the Company for the New Ordinary Shares in question. Such
agreement assumes that the New Ordinary Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer the New
Ordinary Shares into a clearance service. If there were any such arrangements,
or the settlement related to other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax may be payable, for which neither the Company nor KBC
Peel Hunt will be responsible. If this is the case, the relevant Placee should
take its own advice and notify KBC Peel Hunt accordingly. In addition, Placees
should note that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the acquisition by them of
any New Ordinary Shares or the agreement by them to acquire any New Ordinary
Shares;

22.  it irrevocably appoints any duly authorised officer or employee of KBC Peel
Hunt as its agent for the purposes of executing and delivering to the Company
and/or its registrars any documents, and to take such other action, on the
Placee's behalf as may be reasonably necessary or appropriate to enable it to be
registered as the holder of any of the New Ordinary Shares comprised in its
participation as indicated by it in the form of confirmation or otherwise in
accordance with the terms of this Appendix;

23.  KBC Peel Hunt may in it absolute discretion refuse or scale back a Placee's
Placing Commitment by any amount as it deems fit; and

24.  any monies of any Placee or any person acting on behalf of the Placee held
or received by KBC Peel Hunt will not be subject to the protections conferred by
the FSA's Client Money Rules. As a consequence, these monies will not be
segregated from the monies of KBC Peel Hunt and may be used by KBC Peel Hunt in
the course of its business, and the relevant Placee or any person acting on its
behalf will therefore rank as a general creditor of KBC Peel Hunt.

The confirmations, acknowledgements, undertakings, representations and
warranties referred to above are given to each of the Company and KBC Peel Hunt
and are irrevocable. The Company and KBC Peel Hunt will rely upon the truth and
accuracy of the foregoing confirmations, acknowledgements, undertakings,
representations and warranties.

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