Placing of C Shares

PLACING OF C SHARES


Further to the Company's announcement of 15 August 2007 regarding its
proposed issue of  C Shares  pursuant to  a Placing,  Open Offer  and
Offer for Subscription (the "Issue"),  and in advance of the  Placing
of C Shares which is expected to take place on 18 September 2007 on a
T+3 basis, set  out below are  the terms and  conditions pursuant  to
which such Placing  will proceed.  By participating  in the  Placing,
each person who is invited to  and who chooses to participate in  the
Placing by making an oral offer to take up C Shares in the Placing is
deemed to have read and understood the terms and conditions contained
in the  Appendix below  in their  entirety and  to be  providing  the
representations,    warranties,    undertakings,    agreements    and
acknowledgements contained therein.


If the Issue is approved by shareholders at the Extraordinary General
Meeting to be held on 20 September 2007, a further announcement  will
be made by the  Company detailing the final  results of the  Placing,
Open Offer and Offer for Subscription. At this stage, on the basis of
indications received  from prospective  placees and  from  applicants
under the Open Offer  and Offer for  Subscription, it is  anticipated
that the Issue will raise proceeds in the region of £100 million.


Enquiries:


Impax Asset Management Limited 020 7434 1122

Ian Simm
Bruce Jenkyn-Jones

Dresdner Kleinwort

Dominic Waters                 020 7475 6688
Tom Harris                     020 7475 6702
Neil Brierley                  020 7475 4933




APPENDIX

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED
            STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
 IMPAX ENVIRONMENTAL MARKETS PLC - PROPOSED PLACING, OPEN OFFER AND
        OFFER FOR SUBSCRIPTION OF UP TO 140 MILLION C SHARES
                 TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT  ELIGIBLE TO TAKE PART IN THE  PLACING.
THIS ANNOUNCEMENT AND THE TERMS  AND CONDITIONS SET OUT AND  REFERRED
TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY DRESDNER KLEINWORT
LIMITED ("DKIB") WHO ARE  "INVESTMENT PROFESSIONALS" AS DESCRIBED  IN
ARTICLE 19 OR "HIGH NET WORTH COMPANIES, UNINCORPORATED  ASSOCIATIONS
ETC" AS DESCRIBED IN ARTICLE 49 OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER  2005 (the "FPO") OR TO  PERSONS
WHOM IT  MAY OTHERWISE  LAWFULLY BE  COMMUNICATED (ALL  SUCH  PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").  THIS ANNOUNCEMENT
AND THE TERMS AND CONDITIONS SET OUT  HEREIN MUST NOT BE ACTED ON  OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THE NEW C SHARES  THAT ARE THE SUBJECT  OF THE PLACING (THE  "PLACING
SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE  EUROPEAN
UNION, OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN SECTION  86(7)
OF THE  FINANCIAL  SERVICES  AND MARKETS  ACT  2000  ("FSMA"),  BEING
PERSONS FALLING WITHIN ARTICLE 2.1(E)(I), (II) OR (III) OF  DIRECTIVE
2003/71/EC  (THE  "PROSPECTUS   DIRECTIVE"),  WHICH  INCLUDES   LEGAL
ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICES AUTHORITY (THE
"FSA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE
IS SOLELY TO INVEST IN SECURITIES.
The Placing Shares have not been and will not be registered under the
United States Securities  Act of  1933, as  amended (the  "Securities
Act") or under the securities laws of any state or other jurisdiction
of the  United  States  and  may not  be  offered,  sold,  resold  or
delivered, directly  or  indirectly, in  or  into the  United  States
absent registration  except pursuant  to an  exemption from  or in  a
transaction not  subject  to  the registration  requirements  of  the
Securities Act.  No  public offering of the  Placing Shares is  being
made in the United States.   The Placing (as defined below) is  being
made outside the United States  in offshore transactions (as  defined
in Regulation S  under the Securities  Act ("Regulation S"))  meeting
the requirements of Regulation S  under the Securities Act.   Persons
receiving  this  announcement  (including  custodians,  nominees  and
trustees) must not forward, distribute, mail or otherwise transmit it
in or into the United States or use the United States mails, directly
or indirectly, in connection with the Placing.
This announcement does not constitute an offer to sell or issue or  a
solicitation of an offer  to buy or subscribe  for Placing Shares  in
any jurisdiction  including, without  limitation, Canada,  Australia,
Japan or any other jurisdiction  in which such offer or  solicitation
is  or  may  be  unlawful   (a  "Prohibited  Jurisdiction").     This
announcement  and  the  information  contained  herein  are  not  for
publication or distribution, directly or indirectly, to persons in  a
Prohibited Jurisdiction  unless permitted  pursuant to  an  exemption
under  the   relevant   local  law   or   regulation  in   any   such
jurisdiction.
The distribution of  this announcement, the  Placing and/or issue  of
the Placing Shares in certain jurisdictions may be restricted by  law
and/or regulation.  No action  has been taken by Impax  Environmental
Markets plc ("the  Company") or  DKIB or  any of  its Affiliates  (as
defined below) that would  permit an offer of  the Placing Shares  or
possession  or  distribution  of  this  announcement  or  any   other
publicity  material   relating  to   such  Placing   Shares  in   any
jurisdiction where  action for  that purpose  is required.    Persons
receiving this announcement are  required to inform themselves  about
and to observe any such restrictions.
By participating in the Placing  (as defined below), each person  who
is invited  to and  who  chooses to  participate  in the  Placing  (a
"Placee") by making an oral offer to take up Placing Shares is deemed
to have read and understood this announcement in its entirety and  to
be   providing   the   representations,   warranties,   undertakings,
agreements and acknowledgements contained herein.

Details of the Placing and Offer Agreement and the Placing Shares
The Company and Impax Asset  Management Limited (the "Manager")  have
entered into a placing  and offer agreement  (the "Placing and  Offer
Agreement") with DKIB, under which DKIB has, subject to the terms set
out therein, agreed to use its reasonable endeavours, as agent of the
Company, to procure Placees for the Placing Shares (the "Placing").
The Placing Shares will, when issued,  be credited as fully paid  and
will rank  pari passu  in  all respects  with  each other  and,  upon
conversion of the C Shares,  the resulting Ordinary Shares will  rank
pari passu in all respects with the existing Ordinary Shares then  in
issue  including  the  right  to  receive  all  dividends  and  other
distributions declared,  made or  paid in  respect of  such  Ordinary
Shares after the date of issue.
The Placing Shares  will be  issued free of  any pre-emption  rights,
encumbrance, lien or other security  interest.  The Company  confirms
that it is entitled to allot  the Placing Shares pursuant to  section
80 of the Companies Act 1985 as amended, as if section 89(1) of  that
Act did not apply to such allotment.
Application for listing and admission to trading
Application has been made to the  FSA as the competent authority  for
listing for  admission of  the Placing  Shares to  the Official  List
maintained by the FSA  in accordance with section  74(1) of FSMA  for
the purposes of part VI of FSMA and to the London Stock Exchange  plc
(the "London Stock Exchange") for admission to trading of the Placing
Shares on the  London Stock Exchange's  market for listed  securities
("Admission").  It is expected  that Admission will become  effective
and that dealings  will commence  on 21  September 2007,  and in  any
event no later than 31 October 2007
Participation in, and principal terms of, the Placing

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

A single price of £1 per Placing Share (the "Placing Price") will be
payable to DKIB by all Placees.

Prospective Placees will be identified and contacted by DKIB.

DKIB will re-contact and confirm orally to Placees the size of their
respective allocations and a trade confirmation will be dispatched as
soon as possible thereafter.  DKIB's oral confirmation of the size of
allocations and each Placee's oral commitments to accept the same
will constitute a legally binding agreement pursuant to which each
such Placee will be required to accept the number of Placing Shares
allocated to the Placee at the Placing Price and otherwise on the
terms and subject to the conditions set out herein and the
Prospectus.

DKIB reserves the right to scale back the number of Placing Shares to
be subscribed by any Placee in the event of an oversubscription under
the Placing.  DKIB also reserves the right not to accept offers to
apply for Placing Shares or to accept such offers in part rather than
in whole.  The acceptance of offers shall be at the absolute
discretion of DKIB.  DKIB shall be entitled to effect the Placing by
such method as it shall in its sole discretion determine.  To the
fullest extent permissible by law, neither DKIB, any holding company
thereof, nor any subsidiary, branch or affiliate of DKIB (each an
"Affiliate") nor any person acting on their behalf shall have any
liability to Placees (or to any other person whether acting on behalf
of a Placee or otherwise).  In particular, neither DKIB, any
Affiliate thereof nor any person acting on their behalf shall have
any liability in respect of its conduct of the Placing or of such
alternative method of effecting the Placing as it may determine.  No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares.

Each Placee's obligations will be owed to the Company and to DKIB.
Following the oral confirmation referred to above, each Placee will
also have an immediate, separate, irrevocable and binding obligation,
owed to DKIB, to pay to DKIB (or as DKIB may direct) in cleared funds
an amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to acquire.  The Company shall
allot such Placing Shares to each Placee following each Placee's
payment to DKIB of such amount.

All obligations DKIB under the Placing will be subject to fulfilment
of the conditions referred to below under "Conditions of the
Placing".

Conditions of the Placing
The Placing is conditional upon the Placing and Offer Agreement
becoming unconditional and not having been terminated in accordance
with its terms.
The obligations of  DKIB under  the Placing and  Offer Agreement  are
conditional, inter alia, on:
1.       Admission  occurring by no later than 21 September 2007  (or
such other date as  may be agreed between  the Company and DKIB,  not
being later than 31 October 2007);
2.       the Company complying with its obligations under the Placing
and Offer Agreement to the extent they fall to be performed prior  to
Admission including  the  delivery, on  the  day of  (and  prior  to)
Admission, to DKIB of a certificate confirming, inter alia, that none
of the  representations, warranties  and  undertakings given  by  the
Company in the Placing  and Offer Agreement has  been breached or  is
unfulfilled or  was untrue,  inaccurate or  misleading when  made  or
would  be  breached  or  unfulfilled  or  be  untrue,  inaccurate  or
misleading  were  it  to  be  repeated  by  reference  to  the  facts
subsisting on the date of Admission; and
3.        the Company allotting  prior to Admission, subject only  to
Admission, the Placing Shares.
If (a) the conditions are not  fulfilled or (to the extent  permitted
under the Placing  and Offer Agreement)  waived by DKIB,  or (b)  the
Placing and  Offer  Agreement  is  terminated  in  the  circumstances
specified below, the Placing will lapse and each Placee's rights  and
obligations hereunder shall cease and  determine at such time and  no
claim may be made  by a Placee  in respect thereof.   DKIB shall  not
have any liability  to any  Placee (or  to any  other person  whether
acting on behalf of a Placee or otherwise) in respect of any decision
it may make  as to  whether or  not to waive  or to  extend the  time
and/or date for the satisfaction of any condition in the Placing  and
Offer Agreement or in respect of the Placing generally.
By participating in the  Placing each Placee  agrees that its  rights
and  obligations  hereunder  terminate  only  in  the   circumstances
described above and under 'Right  to terminate under the Placing  and
Offer Agreement'  below, and  will not  be capable  of rescission  or
termination by the Placee.
Right to terminate under the Placing and Offer Agreement
DKIB may, at  any time  before Admission, terminate  the Placing  and
Offer Agreement by giving notice to the Company if:
1.         in the opinion of DKIB, any of the warranties given by the
Company or the  Manager in the  Placing and Offer  Agreement are  not
true and accurate or have become misleading (or would not be true and
accurate or would  be misleading if  they were repeated  at any  time
before Admission)  by  reference  to  the  facts  subsisting  at  the
relevant time when the notice referred to above is given; or
2.         in  the opinion of DKIB, the Company fails to comply  with
any of its obligations under the Placing and Offer Agreement; or
3.         in the opinion of DKIB, there has been a material  adverse
change in  the financial  or  trading position  or prospects  of  the
Company; or
4.            in the absolute  discretion of DKIB,  there has been  a
change in national or international financial, political, economic or
stock market  conditions  (primary  or  secondary);  an  incident  of
terrorism, outbreak or escalation of hostilities, war, declaration of
martial law or any other calamity or crisis; a suspension or material
limitation in trading of securities generally on any stock  exchange;
any change  in currency  exchange  rates or  exchange controls  or  a
disruption  of  settlement  systems  or  a  material  disruption   in
commercial banking as would be likely to prejudice the success of the
Placing.
By participating in the  Placing, each Placee  agrees with DKIB  that
the exercise by DKIB of any right of termination or other  discretion
under the Placing and  Offer Agreement shall  be within the  absolute
discretion of DKIB and that DKIB  need not make any reference to  the
Placee in this regard  and that, to the  fullest extent permitted  by
law, DKIB shall not  have any liability whatsoever  to the Placee  in
connection with any such exercise.
Prospectus
The Prospectus has been published in connection with the Placing  and
Admission.   The  Prospectus has  been  approved by  the  UK  Listing
Authority.  Placees' commitments will be made solely on the basis  of
the information contained  in this announcement,  the Prospectus  and
any information previously published by  or on behalf of the  Company
by notification to  a Regulatory Information  Service (as defined  in
the Listing Rules..  Each Placee, by accepting a participation in the
Placing, agrees  that  the  content  of  this  announcement  and  the
Prospectus is  exclusively  the  responsibility of  the  Company  and
confirms to DKIB  and the Company  that it has  neither received  nor
relied on any information, representation, warranty or statement made
by or  on behalf  of DKIB  (other  than the  amount of  the  relevant
Placing participation in the oral  confirmation given to Placees  and
the trade confirmation referred to below), any of its Affiliates, any
persons acting  on  their  behalf  or  the  Company  other  than  the
Prospectus and  none of  DKIB,  any of  its Affiliates,  any  persons
acting on their behalf or the Company will be liable for the decision
of any  Placee 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 other than the Prospectus).   By
participating in the Placing, each Placee acknowledges and agrees, to
DKIB for  itself  and as  agent  for  the Company,  that,  except  in
relation to the  information contained in  this announcement and  the
Prospectus, 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 Placing Shares (ISIN  GB00B235SB28)
following Admission will  take place within  the CREST system,  using
the DVP mechanism, subject to certain exceptions.  DKIB reserves  the
right to require settlement for and delivery of the Placing Shares to
Placees by such other means that  it deems necessary, if delivery  or
settlement is not  possible or  practicable within  the CREST  system
within the timetable  set out in  this announcement or  would not  be
consistent  with  the   regulatory  requirements   in  the   Placee's
jurisdiction.
Each Placee allocated Placing  Shares in the Placing  will be sent  a
trade confirmation stating the number of Placing Shares allocated  to
it, the Placing Price,  the aggregate amount owed  by such Placee  to
DKIB and  settlement instructions.    Placees should  settle  against
CREST ID: 318.  It is  expected that such trade confirmation will  be
despatched on 18 September 2007 and that this will also be the  trade
date.  Each  Placee agrees that  it will do  all things necessary  to
ensure that  delivery and  payment is  completed in  accordance  with
either the  standing CREST  or certificated  settlement  instructions
which it has in place with DKIB.
It is expected that settlement will be on 21 September 2007 on a  T+3
basis in  accordance  with the  instructions  set out  in  the  trade
confirmation.
Interest is chargeable daily on payments not received from Placees on
the due date in accordance with the arrangements set out above at the
rate of 2 percentage points above the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with  these
obligations, DKIB may sell any or all of the Placing Shares allocated
to the Placee on such Placee's  behalf and retain from the  proceeds,
for its own  account and  profit, an  amount equal  to the  aggregate
amount owed by the  Placee plus any interest  due.  The Placee  will,
however, remain liable for any  shortfall below the aggregate  amount
owed by such Placee and it may be required to bear any stamp duty  or
stamp duty  reserve tax  (together with  any interest  or  penalties)
which may arise upon the sale of such Placing Shares on such Placee's
behalf.
If Placing Shares are  to be delivered to  a custodian or  settlement
agent, the Placee should ensure that the trade confirmation is copied
and  delivered  immediately  to  the  relevant  person  within   that
organisation.
Insofar as Placing Shares are registered in the Placee's name 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
Placing Shares will, subject as provided below, be so registered free
from any liability  to PTM  levy, stamp  duty or  stamp duty  reserve
tax.  If there are any circumstances in which any other stamp duty or
stamp duty reserve  tax is  payable in respect  of the  issue of  the
Placing Shares, neither DKIB nor the Company shall be responsible for
the payment thereof.  Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and Warranties
By participating in the Placing,  each Placee (and any person  acting
on such Placee's behalf):

 1. represents and warrants that it has read and understood this
    announcement in its entirety and acknowledges that its
    participation in the Placing will be governed by the terms of
    this announcement and the Prospectus;
 2. agrees to indemnify on an after-tax basis and hold harmless the
    Company, DKIB, any of its Affiliates and any person acting on
    their behalf from any and all costs, claims, liabilities and
    expenses (including legal fees and expenses) arising out of or in
    connection with any breach of the representations, warranties,
    acknowledgements, agreements and undertakings in this
    announcement and further agrees that the provisions of this
    announcement shall survive after completion of the Placing;
 3. acknowledges that the C shares of the Company with a nominal
    value of 100 pence each will be listed on the Official List of
    the UK Listing Authority, and the Company is therefore required
    to publish certain business and financial information in
    accordance with the rules and practices of the FSA (collectively,
    the "Exchange Information"), which includes a description of the
    nature of the Company's business and the Company's most recent
    balance sheet and profit and loss account, and similar statements
    for preceding financial years, and that the Placee is able to
    obtain or access the Exchange Information without undue
    difficulty;
 4. acknowledges that none of DKIB, any of its Affiliates nor any
    person acting on their behalf has provided, and will not provide
    it with any material or information regarding the Placing Shares
    or the Company; nor has it requested DKIB, any of its Affiliates
    or any person acting on their behalf to provide it with any such
    material or information;
 5. acknowledges that the content of this announcement is exclusively
    the responsibility of the Company and that neither DKIB, any of
    its Affiliates nor any person acting on their behalf will be
    responsible for or shall have any liability for any information,
    representation or statement relating to the Company contained in
    this announcement or any information previously published by or
    on behalf of the Company and neither DKIB, any of its Affiliates
    nor any person acting on their behalf will be liable for any
    Placee's decision to participate in the Placing based on any
    information, representation or statement contained in this
    announcement or otherwise.  Each Placee further represents,
    warrants and agrees that the only information on which it is
    entitled to rely and on which such Placee has relied in
    committing to subscribe for the Placing Shares is contained in
    this announcement, the Prospectus and any Exchange Information,
    such information being all that it deems necessary to make an
    investment decision in respect of the Placing Shares, and that it
    has relied on its own investigation with respect to the Placing
    Shares and the Company in connection with its decision to
    subscribe for the Placing Shares and acknowledges that it is not
    relying on any investigation that DKIB, any of its Affiliates or
    any person acting on their behalf may have conducted with respect
    to the Placing Shares or the Company and none of such persons has
    made any representations to it, express or implied, with respect
    thereto;
 6. acknowledges that it has not relied on any information relating
    to the Company contained in any research reports prepared by
    DKIB, any of its Affiliates or any person acting on DKIB's or any
    of its Affiliates' behalf and understands that (i) none of DKIB,
    any of its Affiliates nor any person acting on their behalf has
    or shall have any liability for public information or any
    representation; (ii) none of DKIB, any of its Affiliates nor any
    person acting on their behalf has or shall have any liability for
    any additional information that has otherwise been made available
    to such Placee, whether at the date of publication, the date of
    this announcement or otherwise; and that (iii) none of DKIB, any
    of its Affiliates nor any person acting on their behalf makes any
    representation or warranty, express or implied, as to the truth,
    accuracy or completeness of such information, whether at the date
    of publication, the date of this announcement or otherwise;
 7. represents and warrants that (i) it is entitled to acquire the
    Placing Shares under the laws and regulations of all relevant
    jurisdictions which apply to it; (ii) it has fully observed such
    laws and regulations and obtained all such governmental and other
    guarantees and other consents and authorities which may be
    required thereunder and complied with all necessary formalities;
    (iii) it has all necessary capacity to commit to participation in
    the Placing and to perform its obligations in relation thereto
    and will honour such obligations; (iv) it has paid any issue,
    transfer or other taxes due in connection with its participation
    in any territory and (v) it has not taken any action which will
    or may result in the Company, DKIB or any of their Affiliates or
    any person acting on their behalf being in breach of the legal
    and/or regulatory requirements of any territory in connection
    with the Placing;
 8. represents and warrants that the issue to the Placee, or the
    person specified by the Placee for registration as holder, of
    Placing Shares will not give rise to a liability under any of
    sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
    receipts and clearance services) and that the Placing Shares are
    not being acquired in connection with arrangements to issue
    depositary receipts or to issue or transfer Placing Shares into a
    clearance system;
 9. represents and warrants that it understands that the Placing
    Shares have not been and will not be registered under the
    Securities Act or under the securities laws of any state or other
    jurisdiction of the United States (as defined below) and that the
    Company has not been registered as an "investment company" under
    the United States Investment Company Act of 1940, as amended;
10. represents and warrants that unless it is "US Person" (within the
    meaning of Regulation S) that is a QIB in the United States to
    which the Placing Shares will be offered on a private placement
    basis, it is, or at the time the Placing Shares are acquired, it
    will be, (a) the beneficial owner of such Placing Shares and is
    neither a person located in the United States of America, its
    territories or possessions, any state of the United States or the
    District of Columbia (the "United States") nor on behalf of a
    person in the United States, (b) is acquiring the Placing Shares
    in an offshore transaction (as defined in Regulation S under the
    Securities Act) and (c) will not offer or sell, directly or
    indirectly, any of the Placing Shares in the United States except
    in accordance with Regulation S or pursuant to an exemption from,
    or in a transaction not subject to, the registration requirements
    of the Securities Act;
11. represents and warrants that it has not offered or sold and will
    not offer or sell any Placing Shares to persons in the United
    Kingdom prior to Admission except to qualified investors as
    defined in section 86(7) of FSMA, being persons falling within
    Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
12. represents and warrants that it has only communicated or caused
    to be communicated and will only communicate or cause to be
    communicated any invitation or inducement to engage in investment
    activity (within the meaning of section 21 of FSMA) relating to
    the Placing Shares in circumstances in which section 21(1) of
    FSMA does not require approval of the communication by an
    authorised person;
13. represents and warrants that it has complied and will comply with
    all applicable provisions of FSMA with respect to anything done
    by it in relation to the Placing Shares in, from or otherwise
    involving the United Kingdom;
14. represents and warrants that it has complied with its obligations
    in connection with money laundering and terrorist financing under
    the Criminal Justice Act 1993, the Proceeds of Crime Act 2002,
    the Terrorism Act 2000, the Anti-terrorism Crime and Security Act
    2001 and the Money Laundering Regulations (2003) (the
    "Regulations") and, if it is making payment on behalf of a third
    party, that satisfactory evidence has been obtained and recorded
    by it to verify the identity of the third party as required by
    the Regulations;
15. represents and warrants that it is (a) a person falling within
    Article 19(5) of the FPO or (b) a person falling within Article
    49(2)(a) to (d) of the FPO and undertakes that it will acquire,
    hold, manage or dispose of any Placing Shares that are allocated
    to it for the purposes of its business;
16. represents and warrants that it is a qualified investor as
    defined in section 86(7) of FSMA, being a person falling within
    Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
17. undertakes that it (and any person acting on its behalf) will pay
    for the Placing Shares acquired by it in accordance with this
    announcement on the due time and date set out herein against
    delivery of such Placing Shares to it, failing which the relevant
    Placing Shares may be placed with other Placees or sold as DKIB
    may, in its absolute discretion, determine and it will remain
    liable for any shortfall below the net proceeds of such sale and
    the placing proceeds of such Placing Shares and may be required
    to bear any stamp duty or stamp duty reserve tax (together with
    any interest or penalties due pursuant to the terms set out or
    referred to in this announcement) which may arise upon the sale
    of such Placee's Placing Shares on its behalf;
18. acknowledges that neither DKIB, any of their Affiliates nor any
    person acting on their behalf is making any recommendations to it
    or advising it regarding the suitability or merits of any
    transaction it may enter into in connection with the Placing, and
    acknowledges that participation in the Placing is on the basis
    that it is not and will not be a client or customer of DKIB or
    any of its Affiliates and that neither DKIB, any of its
    Affiliates nor any person acting on their behalf has any duties
    or responsibilities to it for providing the protections afforded
    to their 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 and Offer
    Agreement or for the exercise or performance of any of DKIB's
    rights and obligations thereunder, including any right to waive
    or vary any condition or exercise any termination right contained
    therein;
19. undertakes that (i) the person whom it specifies for registration
    as holder of the Placing Shares will be (a) the Placee or (b) the
    Placee's nominee, as the case may be, (ii) neither DKIB 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 acquire the Placing Shares on the basis that the
    Placing Shares will be allotted to the CREST stock account of
    DKIB which will hold them as settlement agent as nominee for the
    Placees until settlement in accordance with its standing
    settlement instructions with payment for the Placing Shares being
    made simultaneously upon receipt of the Placing Shares in the
    Placee's stock account on a delivery versus payment basis;
20. acknowledges that any agreements entered into by it pursuant to
    these terms and conditions shall be governed by and construed in
    accordance with the laws of England and it submits (on behalf of
    itself and on behalf of any 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;
21. acknowledges that it irrevocably appoints any director of DKIB as
    its agent for the purposes of executing and delivering to the
    Company and/or its registrars any documents on its behalf
    necessary to enable it to be registered as the holder of any of
    the Placing Shares agreed to be taken up by it under the Placing;
22. represents and warrants that it is not a resident of any
    Prohibited Jurisdiction and acknowledges that the Placing Shares
    have not been and will not be registered nor will a prospectus be
    cleared in respect of the Placing Shares under the securities
    legislation of any Prohibited Jurisdictions and, subject to
    certain exceptions, may not be offered, sold, taken up,
    renounced, delivered or transferred, directly or indirectly,
    within any Prohibited Jurisdiction;
23. acknowledges that the agreement to settle each Placee's
    acquisition of Placing Shares (and/or the acquisition 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 an
    acquisition by it and/or such person direct from the Company of
    the Placing Shares in question.  Such agreement assumes that the
    Placing Shares are not being acquired in connection with
    arrangements to issue depositary receipts or to issue or transfer
    the Placing Shares into a clearance service. If there were any
    such arrangements, or the settlement related to other dealing in
    the Placing Shares, stamp duty or stamp duty reserve tax may be
    payable, for which neither the Company nor DKIB will be
    responsible. If this is the case, the Placee should take its own
    advice and notify DKIB accordingly;
24. acknowledges that the Placing Shares will be issued and/or
    transferred subject to the terms and conditions set out in this
    announcement and otherwise as stated in the Prospectus;
25. acknowledges that when a Placee or any person acting on behalf of
    the Placee is dealing with DKIB, any money held in an account
    with DKIB on behalf of the Placee and/or any person acting on
    behalf of the Placee will not be treated as client money within
    the meaning of the relevant rules and regulations of the FSA.
    The Placee acknowledges that the money will not be subject to the
    protections conferred by the client money rules; as a
    consequence, this money will not be segregated from DKIB's money
    in accordance with the client money rules and will be used by
    DKIB in the course of its business; and the Placee will rank only
    as a general creditor of DKIB;
26. acknowledges that DKIB may (in its absolute discretion) satisfy
    its obligations to procure Placees by itself agreeing to become a
    Placee in respect of some or all of the Placing Shares or by
    nominating any connected or associated person to do so;
27. acknowledges and understands that the Company, DKIB and others
    will rely upon the truth and accuracy of the foregoing
    representations, warranties, agreements, undertakings and
    acknowledgements; and
28. acknowledges that until 40 days after the later of the
    commencement of the Placing and the closing date, an offer or
    sale of Placing Shares within the United States by any dealer
    (whether or not participating in the Placing) may violate the
    registration requirements of the Securities Act if such offer or
    sale is made otherwise than in accordance with Rule 144A or
    pursuant to another exemption from registration under the
    Securities Act to a person that is a QP (as defined below).

The acknowledgements, agreements,  undertakings, representations  and
warranties referred to  above are given  to each of  the Company  and
DKIB (for their own benefit and, where relevant, the benefit of their
respective Affiliates and any person acting on their behalf) and  are
irrevocable.
No UK stamp duty or stamp duty  reserve tax should be payable to  the
extent that the Placing Shares are issued or transferred (as the case
may be) into CREST to, or to the nominee of, a Placee who holds those
shares beneficially  (and  not as  agent  or nominee  for  any  other
person) within the CREST  system and registered in  the name of  such
Placee or such Placee's nominee.
Any arrangements  to issue  or  transfer the  Placing Shares  into  a
depositary receipts  system or  a clearance  service or  to hold  the
Placing Shares as agent or nominee  of a person to whom a  depositary
receipt may  be issued  or who  will  hold the  Placing Shares  in  a
clearance service, or any  arrangements subsequently to transfer  the
Placing Shares, may give rise to stamp duty and/or stamp duty reserve
tax, for which neither the Company  nor DKIB will be responsible  and
the Placee to whom (or on behalf of whom, or in respect of the person
for whom it is participating in  the Placing as an agent or  nominee)
the allocation, allotment,  issue or delivery  of Placing Shares  has
given rise to such stamp duty or stamp duty reserve tax undertakes to
pay such  stamp duty  or  stamp duty  reserve  tax forthwith  and  to
indemnify on an after-tax basis and to hold harmless the Company  and
DKIB in the event  that any of the  Company and/or DKIB has  incurred
any such liability to stamp duty or stamp duty reserve tax.
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 Placing Shares or the agreement by them to acquire any Placing
Shares.
All  times  and  dates  in  this  announcement  may  be  subject   to
amendment.  DKIB shall  notify the Placees and  any person acting  on
behalf of the Placees of any such changes.
This announcement has  been issued  by the  Company and  is the  sole
responsibility of the Company.
The rights and remedies of DKIB and the Company under these terms and
conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial
exercise or partial exercise of one will not prevent the exercise of
others.
Each Placee may be asked to disclose in writing or orally to DKIB:
(a)            if he is an individual, his nationality; or
(b)                   if  he is  a  discretionary fund  manager,  the
jurisdiction in which the funds are managed or owned.
Dresdner Kleinwort Limited, which is authorised and regulated by  the
Financial Services Authority is acting for the Company and for no one
else in connection with  the Placing and will  not be responsible  to
anyone other than the Company for providing the protections  afforded
to customers of Dresdner Kleinwort Limited or for affording advice in
relation to the Placing, or any other matters referred to herein.


17th September 2007

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