Re: Placing and Open Offer

Phytopharm PLC
28 February 2008

28 February 2008



                                 Phytopharm plc

             Proposed Placing and Open Offer to raise £8.6 million



Phytopharm plc, the pharmaceutical development and functional food company,
today announces that it proposes to raise approximately £8.6 million (£7.4
million net of expenses) by way of a Placing and Open Offer. The proceeds of the
fundraising will principally be used, together with the Company's existing
funds, to further develop and exploit the potential of the product candidates in
its clinical pipeline.



The Placing and Open Offer



Proposed Placing and Open Offer of 38,929,048 New Ordinary Shares at 22p per
share

•         Issue price of 22p per share which represents a discount of
approximately 6.4 per cent. to the middle market price of 23.5p at the close of
business on 27 February 2008 (being the last business day preceding the
announcement of the Placing and Open Offer)

•         Placing and Open Offer to raise approximately £8.6 million (£7.4
million net of expenses)

•         The Placing is fully underwritten by KBC Peel Hunt

•         Under the Open Offer, 22,854,630 Placing Shares (representing
approximately 58.7 per cent. of the Placing and Open Offer) are to be
conditionally placed with institutional and other investors, subject to clawback
to satisfy valid applications by Qualifying Shareholders

•         Additionally, undertakings to subscribe for 16,074,418 New Ordinary
Shares, in aggregate, have been received from Existing Ordinary Shareholders

•         The Placing and Open Offer is subject to the approval of Shareholders
to be sought at the EGM to be held on 27 March 2008



Reasons for the Placing and Open Offer

Phytopharm plans to use the proceeds of the Placing and Open Offer, together
with its existing funds, to further develop and exploit the potential of the
product candidates in its clinical pipeline for working capital and general
corporate purposes and, resources permitting, to progress its pre-clinical
pipeline as and when opportunities arise.  The additional financial strength
resulting from the Placing and Open Offer may also enhance the Company's ability
to negotiate more favourable terms when out-licensing.



Commenting on the proposed Placing and Open Offer, Dr Daryl Rees, Chief
Executive, said: 'We are very pleased with the strong support from both our
existing and new institutional investors for the Placing and Open Offer. The new
funds will enable the Company to progress a Phase II trial with CoganeTM for
Parkinson's disease and alongside additional support from charitable
organisations to progress a Phase II trial with MyoganeTM for motor neurone
disease.  With a strengthened balance sheet and a product pipeline showing
progress across all programmes, I believe that the Company can deliver
significant value for shareholders.'


Enquiries                          U.K. Investor Relations FD     KBC Peel Hunt (Sponsor, Stockbroker and
                                                                  Underwriter)
Phytopharm plc                     David Yates
                                                                  Capel Irwin
Dr Daryl Rees CEO                  John Dineen
                                                                  Matt Goode
Piers Morgan CFO                   [phone]
                                                                  [phone]
[phone]





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



Annex I sets out a summary of the risk factors.



Annex II sets out the definitions of terms used in the announcement.



This announcement shall not constitute, or form part of, an offer of, or the
solicitation of any offer to subscribe for or buy any of the New Ordinary Shares
to be issued or sold in connection with the Placing and Open Offer.  Offers
should only be made on the basis of the information contained in the Prospectus.
Further details relating to the Placing and Open Offer and the Company will be
issued in due course.  The Prospectus will contain a notice convening the EGM.



Disclaimer

This Announcement does not constitute an offer to sell or an invitation or
solicitation to purchase or subscribe for any securities. The Placing and Open
Offer will be made solely by the Prospectus which will contain the full terms
and conditions of the Placing and Open Offer, including details of how the
Placing and Open Offer may be accepted. Any acceptance or other response in
relation to the Placing and Open Offer should be made only on the basis of the
information contained in the Prospectus.



The making of the Placing and Open Offer in jurisdictions outside the United
Kingdom or to Overseas Shareholders or to nominees of or trustees for Overseas
Shareholders may be prohibited or affected by the laws or regulatory
requirements of the relevant overseas jurisdictions. Such Overseas Shareholders
should inform themselves about and observe any applicable legal requirements of
such jurisdictions. Any such Overseas Shareholder will be responsible for
payment of any such issue, transfer or other taxes, duties or other requisite
payments due in such jurisdiction by whomsoever payable.



Any New Ordinary Shares issued or to be issued pursuant to the Prospectus have
not been and will not be registered under the United States Securities Act of
1933, as amended (the 'Securities Act'), or any relevant securities laws of any
state of the United States. Subject to certain exceptions, such New Ordinary
Shares may not be offered, sold or delivered in the United States or to or for
the account or benefit of U.S. persons, as such terms are defined in Regulation
S under the Securities Act.



This announcement contains certain forward looking statements with respect to
the financial condition, results of operations and business achievements/
performance of the Company and certain of the plans and objectives of the
management of the Company with respect thereto.  These statement may generally,
but not always, be idenitified by the use of words such as 'should', 'expects',
'estimates', 'believes' or similar expressions.  This presentation also contains
forward looking statements attributable to certain third parties relating to
their estimates regarding the growth of markets and the demand for products.  By
their nature, forward looking statements involve risk and uncertainty because
they reflect the Company's current expectations and assumptions as to future
events and circumstances that may not prove accurate.  Circumstances could cause
the Company's actual financial condition, results of operations and business
achievements/performance to differ materially from the estimates made or implied
in such forward looking statements.



Not for release, publication or distribution in whole or in part, directly or
indirectly, in or into the United Stated, Canada, Australia or Japan. Any
failure to comply with this restriction may constitute a violation of United
States, Canadian, Australian, or Japanese securities laws.





                                 Phytopharm plc

                        Proposed Placing and Open Offer

Introduction

Phytopharm is proposing to raise approximately £8.6 million (£7.4 million net of
expenses) pursuant to the Placing and Open Offer. The Placing Price of 22p per
New Ordinary Share represents a discount of approximately 6.4 per cent to the
middle market price for an existing Ordinary Share of 23.5p on 27 February 2008
(the last business day immediately preceding the announcement of the Placing and
Open Offer).



The Placing has been fully underwritten by KBC Peel Hunt.  In view of its size,
the Placing and Open Offer is conditional upon, amongst other things, the
approval of Shareholders, which is to be sought at an Extraordinary General
Meeting to be held on 27 March 2008.



Information about Phytopharm

Phytopharm is a pharmaceutical development and functional food company. The
Company's products are developed from medicinal plants, thereby reducing the
development risk, cost and time to market of a product.



The Company is currently conducting development and commercialisation of novel
pharmaceutical and functional food products within the following health areas.



  • Parkinson's disease, Alzheimer's disease and neuropsychiatric disorders
    (CoganeTM);
  • ALS and other orphan motor neurone diseases (MyoganeTM);
  • weight management (Hoodia extract);
  • canine skin disorders (Phytopica (R));
  • asthma and COPD (PYM60061 series); and
  • memory and concentration (PYM60086 series)



Phytopharm has one marketed product, Phytopica(R), which is generating revenues,
and four further programmes in clinical development: CoganeTM for Parkinson's
disease, CoganeTM for Alzheimer's disease, MyoganeTM and Hoodia extract.
Phytopharm receives reimbursement of its development expenditure, including
staff costs, in respect of its Hoodia extract product, which was licensed to
Unilever in December 2004. The Company's development programmes are focussed on
developing products to target markets estimated to be worth approximately $80
billion per annum in aggregate.



The Company's strategy is to maximise shareholder value through the development
of novel products in areas of high unmet health needs to deliver cures and
relieve suffering for longer healthier lives.



The Company's aim is to seek licences with multinational partners with up-front
payments, milestones or stage payments payable to the Company on completion of
agreed research and development targets and submission of regulatory documents
and, eventually, payment of royalties on sales of commercialised products. The
size of any such payments to the Company will vary depending on each product's
market potential, maturity of development and robustness of the data generated.



Key Strengths

The Directors believe the Company has the following key strengths:



  • Medicinal plants - the Directors believe that focusing on products
    developed from medicinal plants with a history of use reduces the product
    development risk, cost and time to market.
  • Virtual operation - as a virtual company, the Company's model is centred
    on a lean cash burn with all laboratory, manufacturing and clinical work
    out-sourced to specialists, while core competencies such as strategy and
    management are maintained in-house.
  • Balanced portfolio - the Company is developing a broad, balanced portfolio
    of products with diversified risk and substantial potential value.
  • Partnerships with charitable organisations - close collaboration with
    charitable organisations enhances the Company's interaction with scientists
    and clinicians, who lead and develop expert opinion and cash grants from
    these charities accelerate its development programmes, increasing their
    value. Phytopharm receives strategic financial support from The Cure
    Parkinson's Trust and the Michael J Fox Foundation for its pharmaceutical
    product, CoganeTM, for Parkinson's disease.



Reasons for the Placing and Open Offer and Use of Proceeds

Phytopharm plans to use the proceeds of the Placing and Open Offer, together
with its existing funds, to further develop and exploit the potential of the
product candidates in its clinical pipeline for working capital and general
corporate purposes of the Company and resources permitting, to progress its
preclinical pipeline as and when opportunities arise. The additional financial
strength resulting from the Placing and Open Offer may also enhance the
Company's ability to negotiate more favourable terms when out-licensing.



If the Resolution is not passed at the EGM or the Placing and Open Offer does
not proceed for any other reason, the Company will not have sufficient funds to
develop its CoganeTM and MyoganeTM programmes on the timescale set out in this
document and the programmes would be delayed until the full expenditure required
for proof of concept studies on each programme was obtained through charities,
or until the Company had sufficient cashflows from its Hoodia and Phytopica(R)
programmes. If the Company was not able to attract additional funding, the
Directors would consider out-licensing one or both of these products at their
current stages of development in order to ensure their continuing development
and to enhance the prospects of a return of value to shareholders. The Directors
consider that such out-licensing may be possible but consider that this course
of action would not maximise shareholder value. The Board would also consider
significant restructuring of its operations to reflect the fact that only the
Hoodia extract and Phytopica(R) programmes were being developed in the short
term, and would implement a cost reduction programme to reflect more
appropriately the smaller scale of activities being undertaken. This
restructuring would severely limit the Company's ability to capitalise on the
future growth opportunities provided by its other programmes.



The specific areas to which funds will be applied include those listed below,
however, these plans may change over time as a result of regular portfolio
reviews undertaken by the Company:



Clinical development of CoganeTM (approximately £5 million)

Phase II proof of concept clinical study to demonstrate efficacy in Parkinson's
disease patients. The Company is in negotiations with various Parkinson's
disease charities to raise further non-dilutive financing to support these
trials.



Working capital and general purposes (approximately £2.4 million)

Working capital and general corporate purposes, including administrative
overheads and business development. The Company is in negotiations with various
motor neurone disease charities to raise additional non-dilutive financing to
support a Phase II proof of concept clinical study to demonstrate efficacy in
ALS patients. If the Company is successful in obtaining these grants it
anticipates that this study will require additional further expenditure of £1.4
million by the Company in addition to the amounts which are currently being
negotiated with the charities. Assuming the Placing and Open Offer has been
completed, this amount would be funded out of these working capital resources.



Further Sources of Funding

The Company may secure additional support from charities to fund the development
of CoganeTM and MyoganeTM, as previously described. The Company also expects to
continue to generate on-going revenues from Phytopica(R), together with rebates
under the Research & Development tax credit arrangements and following the
commercialisation of its Hoodia extract, royalties on sales and any future
equity issues. These potential sources of funds together with the Company's
current cash resources will be used to finance the Company's core overheads and
current development programmes. Phytopharm expects to invest any resulting cash
saved into developing its other programmes including potential veterinary
applications for Hoodia extract and CoganeTM which typically have lower
development costs and more rapid development timelines, as well as into its
other preclinical programmes such as those for Prader-Willi Syndrome and
vascular dementia (memory and concentration).



Current Trading and Prospects

The Company announced its preliminary results for the 13 months ended 30
September 2007 on 29 November 2007, and published its annual report and accounts
for the period on 16 January 2008. As at 30 September 2007, Phytopharm had £2.24
million in cash and cash equivalents. Since that date, the Company has continued
to incur losses and utilise cash resources, in line with Directors'
expectations, as it continues to incur expenditure to progress the development
of its product candidates and early stage programmes. Additionally, the Company
has recently received commitment for US$1.16 million funding from the Michael J
Fox Foundation. The Directors expect that net cash outflows will continue in the
short term, thereafter the Company's net financial position may be significantly
improved depending on the commercial success of the Hoodia programme. The
Directors believe that the Placing and Open Offer will leave the Company in a
stronger position to continue the development of the business in the intervening
period, and to commercialise its products through licences, leading to revenue
generation with the aim of building a profitable company in the medium term.



Principal Terms of the Placing and Open Offer

The Issue Price of 22p per New Ordinary Share represents a discount of
approximately 6.4 per cent to the middle market price for an existing Ordinary
Share of 23.5p on 27 February 2008.  Under the Open Offer, Qualifying
Shareholders may subscribe for:



          7 New Ordinary Shares for every 10 Existing Ordinary Shares



Fractions of New Ordinary Shares will not be allocated to Qualifying
Shareholders in the Open Offer and entitlements to apply for New Ordinary Shares
will be rounded down to the nearest whole number of New Ordinary Shares.
Accordingly, Qualifying Shareholders with less than 2 Existing Ordinary Shares
will not be entitled to apply for any New Ordinary Shares. New Ordinary Shares
representing the aggregate of fractional entitlements will be taken up under the
Placing for the benefit of the Company.



The Placing and Open Offer is conditional on, among other things, the passing of
certain resolutions.



The New Ordinary Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares.



The latest time for applications and payment in full under the Open Offer to be
received or settlement of the relevant CREST instruction (as appropriate) is
11.00 a.m. on 20 March 2008.  It is expected that the results of the Open Offer
will be announced by the Company to a Regulatory Information Service as soon as
possible after the results are known on 20 March 2008.



Application has been made to the UKLA for the New Ordinary Shares to be admitted
to the Official List. Application has also been made to the London Stock
Exchange for the New Ordinary Shares to be admitted to trading on its market for
listed securities. It is expected that Admission to listing of such securities
will become effective and dealings on the London Stock Exchange will commence on
28 March 2008.



CREST

Holdings of Ordinary Shares traded on the London Stock Exchange in certificated
and uncertificated form will be treated as separate holdings for the purpose of
calculating Qualifying Shareholders' entitlements under the Open Offer.



Qualifying Shareholders who, at the Record Date, hold Ordinary Shares in
certificated form will be allotted all Open Offer Shares to which they are
entitled under the Open Offer (and for which they validly apply) in certificated
form to the extent their entitlement arises as a result of so holding Ordinary
Shares in certificated form.



Qualifying Shareholders who, at the Record Date, hold their Ordinary Shares in
uncertificated form will be allotted all Open Offer Shares to which they are
entitled (and for which they validly apply) in uncertificated form to the extent
that their entitlement arises as a result of so holding Ordinary Shares in
uncertificated form.



The Company reserves the right to allot and/or issue any Open Offer Shares in
certificated form.



Director's intentions

The Directors intend to take up their entire entitlement under the Open Offer
amounting to 44,620 Open Offer Shares. Furthermore, Daryl Rees, Piers Morgan,
Alistair Taylor, Sandy Morrison and Peter Blower have agreed to subscribe for a
total of up to 303,634 New Ordinary Shares under the terms of the Placing
subject to clawback.



Other information

The full terms and conditions of the Placing and Open Offer, are set out in the
Prospectus, which is expected to be despatched to Shareholders, today, 28
February 2008. The Prospectus will also contain a notice of the Extraordinary
General Meeting which is expected to be held on 27 March 2008.



Expected timetable of principal events

It is currently anticipated that the Placing and Open Offer will proceed in
accordance with the following timetable:


Record Date for entitlement under the Open Offer                                               26 February 2008
Open Offer Entitlements credited to stock account in CREST of Qualifying CREST                 29 February 2008
Shareholders
Recommended latest time for requesting withdrawal of Open Offer Entitlements         4.30 p.m. on 14 March 2008
from CREST
Latest time for depositing Open Offer Entitlements in CREST                          3.00 p.m. on 17 March 2008
Latest time and date for splitting of Application Forms (to satisfy bona fide        3.00 p.m. on 18 March 2008
market claims only)
Latest time and date for receipt of completed Application Forms and payment in      11.00 a.m. on 20 March 2008
full under the Open Offer or settlement of relevant CREST instruction (as
appropriate)
Latest time and date for receipt of Forms of Proxy                                  10.00 a.m. on 25 March 2008
Extraordinary General Meeting                                                       10.30 a.m. on 27 March 2008
Admission and commencement of dealings in New Ordinary Shares                         8.00 a.m on 28 March 2008
CREST members' accounts credited in respect of New Ordinary Shares in                             28 March 2008
uncertificated form
Despatch of definitive share certificates for New Ordinary Shares in                               8 April 2008
certificated form by not later than
Note:
References in this announcement are to London time unless otherwise stated



The dates set out in this expected timetable of principal events may be adjusted
by Phytopharm plc and KBC Peel Hunt, in which event details of the new dates
will be notified to the Financial Services Authority, the London Stock Exchange
and, where appropriate, to Shareholders.



Annex I



Risk Factors



  • The Company has a history of operating losses.
  • Until the Company's current product sales increase substantially, or until
    the Company brings further products to market, it is dependent on sources of
    financing which may be uncertain and if obtained may have preferred rights
    to holders of Ordinary Shares.
  • Insufficient funding may result in a reduction of expenditure on certain
    programmes.
  • Loss of key employees is likely to negatively impact the Company.
  • Development of pharmaceutical products and functional foods is lengthy and
    expensive with no guarantee they will reach market.
  • Any product successfully launched will need to continue to meet regulatory
    and safety standards or face withdrawal from the market.
  • A delay to market of one of the Company's products may adversely affect
    the launch of other products being developed by the Company.
  • Development and marketing risks may impact on the business of the Company
    especially in light of the competitive and fast moving nature of the
    healthcare industry.
  • Governments may introduce further legislation which could impact on the
    Company's business.
  • CoganeTM has not yet been proven to modify neurological diseases in
    patients and the eventual formulation for CoganeTM may need to be different
    from that currently being developed and the Company may fail to develop a
    suitable alternative formulation.
  • MyoganeTM has not yet been proven to modify neurological diseases in
    patients and the eventual formulation for MyoganeTM may need to be different
    from that currently being developed and the Company may fail to develop a
    suitable alternative formulation.
  • Hoodia extract has not completed its development and Phytopharm, in
    conjunction with its partner Unilever, may not be able to develop an
    appropriate consumer product that will be suitable for launch.
  • Phytopica(R) may not be approved for launch in any additional territories.
  • The Hoodia plant is a protected species and requires permits for its
    export, but such permits may not be obtainable in the future.
  • MyoganeTM, Hoodia extract and Phytopica(R) are all extracted from crops
    which are commercially cultivated.
  • Agricultural issues can significantly impact the commercial cultivation of
    the relevant crops.
  • Results of previous clinical trials may not predict the results of
    subsequent clinical trials and programmes may fail to meet safety and
    efficacy standards.
  • Safety concerns and side effects could lead to a product being
    discontinued or withdrawn from the market.
  • The Company's success will depend on third party acceptance of the
    Company's products.
  • There are market entry concerns especially if similar products are in
    existence.
  • The Company faces competition from others that may be stronger than the
    Company in certain areas.
  • The Company may not be able to obtain export licences for its products.
  • The Company must ensure competitive pricing of its products.
  • The Company must protect its intellectual property rights or risk others
    using them.
  • Even if the Company has registered a patent there are risks that it has
    not been applied for in time or that it is not valid or unenforceable.
  • The Company's success is dependent on its collaborators and contractors.
  • If Phytopharm fails to show regular progress in the development of certain
    programmes, it may be obliged to return product rights to the product owner.
  • Phytopharm may not continue to receive financial support from charities
    for certain of its development programmes.
  • The Company carries insurance although there is no guarantee that it is
    sufficient for all possible claims.
  • The Company is potentially at risk of litigation from a large number of
    persons.
  • The Company may need to litigate to protect its intellectual property.
  • Adverse publicity and demonstrations connected with the Company could
    damage its public reputation.
  • The Company may suffer exchange rate exposure on expenditure in other
    currencies to those in which it holds its cash and cash equivalents.
  • A change in the taxation regime in the UK may prevent the Company from
    obtaining Research and Development tax credits, or utilising its accumulated
    tax losses to reduce any future tax liability.


Annex II


Definitions



The following definitions apply throughout this announcement:


'Admission'                            the admission of the New Ordinary Shares to the Official List and to
                                       trading on the market for listed securities of the London Stock Exchange
'Application Form'                     the application form on which Qualifying Shareholders may apply for Open
                                       Offer Shares under the Open Offer
'Board'                                the board of directors of the Company
'Company'                              Phytopharm plc, a public limited company, registered in England and Wales
                                       with registration number 3131723
'CREST'                                the system for the paperless settlement of trades in securities and the
                                       holding of uncertificated securities in accordance with the CREST
                                       Regulations
'CREST Regulations'                    the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as
                                       amended from time to time
'Directors' or 'Board'                 the directors of the Company
'Disclosure and Transparency Rules'    the disclosure and transparency rules made by the Financial Services
                                       Authority
'Enlarged Issued Share Capital'        the issued ordinary share capital of the Company following the issue of
                                       New Ordinary Shares
'Excluded Territory'                   the United States, Canada, Australia and Japan and any other
                                       jurisdictions where the extension or availability of the Placing or the
                                       Open Offer would breach any applicable law
'Existing Ordinary Shares'             the 55,612,926 Ordinary Shares of 1p each in issue at the date of this
                                       announcement
'Existing Shareholders'                holders of Existing Ordinary Shares
'Extraordinary General Meeting' or '   the extraordinary general meeting of the Company to be held on 27 March
EGM'                                   2008, including any adjournment thereof
'Financial Services Authority' or 'FSA the regulatory body in UK which oversees the proper functioning of the
'                                      financial market
'FSMA'                                 the Financial Services and Markets Act 2000 as amended from time to time
'Fundraising'                          the fundraising by the Company by way of the Placing and Open Offer
'Group' or 'Phytopharm'                the Company, its subsidiaries and its subsidiary undertakings
'KBC Peel Hunt'                        KBC Peel Hunt Ltd of 111 Old Broad Street, London EC2N 1PH
'Listing Rules'                        the listing rules made by the UK Listing Authority for the purpose of
                                       Part IV of FSMA
'London Stock Exchange'                London Stock Exchange plc or its successor(s)
'Money Laundering Regulations'         the  Money Laundering Regulations 1993 (SI 1993 No. 1933), as amended by
                                       the Money Laundering Regulations 2003 (SI 2003 No. 3075)
'New Ordinary Shares'                  the 38,929,048 ordinary shares of 1p each in the capital of the Company
                                       to be issued by the Company pursuant to the Placing and Open Offer
'Official List'                        the Official List of the UK Listing Authority
'Open Offer'                           the conditional offer to Qualifying Shareholders, constituting an
                                       invitation to subscribe for 38,929,048 New Ordinary Shares (which have
                                       been conditionally placed, subject to clawback to satisfy valid
                                       applications by Qualifying Shareholders) on the terms and subject to the
                                       conditions set out in the Prospectus and the Application Form to be sent
                                       to Qualifying Shareholders
'Open Offer Entitlements'              an entitlement to subscribe for New Ordinary Shares allocated to a
                                       Qualifying Shareholder pursuant to the Open Offer
'Open Offer Shares'                    the 38,929,048 New Ordinary Shares to be offered to Qualifying
                                       Shareholders under the terms of the Open Offer
'Ordinary Shares'                      the ordinary shares of 1p each in the capital of the Company
'Overseas Shareholder'                 a Shareholder with a registered address outside of the United Kingdom
'Placees'                              the persons with whom the conditional placing of all the New Ordinary
                                       Shares (subject (in the case of the Open Offer  Shares) to the
                                       entitlements of Qualifying Shareholders under the Open Offer) will have
                                       been made
'Placing'                              the conditional placing of 22,854,630 New Ordinary Shares at the Issue
                                       Price by KBC Peel Hunt pursuant to the Placing Agreement as described in
                                       this document being the Open Offer Shares other than those for which
                                       undertakings to take up Open Offer entitlements have been received
'Placing Shares'                       the 22,854,630 New Ordinary Shares placed with the Placees
'Placing and Open Offer agreement'     the placing and open offer agreement, dated 27 February 2008, entered
                                       into by the Company and KBC Peel Hunt
'Placing Price'                        22p per New Ordinary Share
'Prospectus'                           the prospectus to be sent to shareholders detailing, inter alia, the
                                       terms of the Placing and Open Offer
'Prospectus Rules'                     the prospectus rules made by the UK Listing Authority for the purpose of
                                       Part IV of the Financial Services and Markets Act 2000
'Qualifying Shareholder'               holders of Ordinary Shares on the register of members of the Company at
                                       the Record Date (but excluding any Overseas Shareholder who has a
                                       registered address in an Excluded Territory)
'Record Date'                          the close of business in London on 26 February 2008 in respect of the
                                       entitlements of Qualifying Shareholders under the Open Offer
'Regulatory Information Service'       one of the regulatory information services authorised by the UK Listing
                                       Authority to receive, process and disseminate regulatory information from
                                       listed companies
'Resolution'                           resolution 1 set out in the notice of EGM incorporated at the end of the
                                       Prospectus
'Securities Act'                       the United States Securities Act of 1933, as amended, and rules and
                                       regulations promulgated thereunder
'Shareholders'                         the holders of shares in the capital of the Company
'UK Listing Authority' or 'UKLA'       the Financial Services Authority acting in its capacity as the competent
                                       authority for the purposes of FSMA
'United Kingdom' or 'UK'               the United Kingdom of Great Britain and Northern Ireland
'United States' or 'US'                the United States of America, its territories and possessions




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