Acquisition

Keller Group PLC
17 December 2002

Embargoed for release until 7.00 a.m.



17 December 2002



Keller Group plc



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN




                  Acquisition of McKinney Drilling Company,
                  placing to raise £5.1m and trading update


Keller Group plc ('Keller') is pleased to announce today the acquisition by
Keller Foundations Inc. ('KFI'), a wholly-owned subsidiary of Keller, of
McKinney Drilling Company ('McKinney'), a leading provider of drilled shaft
caissons in the Eastern United States, for an initial consideration of
approximately US$26m (£17m) and maximum deferred consideration of US$24m (£15m)
dependent on McKinney's results in the two years ended 31 December 2004.  The
initial consideration will be satisfied by a fully underwritten placing to raise
approximately £5.1 million (the 'Placing') after costs, with the balance from an
extension of existing bank facilities.


In addition, Keller is also announcing an update on trading for the year to 31
December 2002 and prospects for the Group for 2003.


Highlights:


  • acquisition of McKinney, a leading provider of drilled shaft caissons in
    the Eastern United States, for an initial consideration of US$26 million
    (£17 million)
  • the acquisition consolidates further Keller's position as the leading
    provider of foundation services in the US
  • the transaction is expected to be immediately earnings enhancing* and is
    asset-backed
  • initial consideration to be satisfied by a placing of 2,215,000 shares at
    240p per share and the extension of existing bank facilities
  • the Board is confident of reporting in March 2003 results for the current
    financial year marginally ahead of its previous expectations with increased
    margins and strong operating cash flow
  • the Group's order book as at 30 November 2002 stood at around four months'
    sales, providing the basis for a positive start to 2003


A presentation for analysts and investors to discuss today's announcement will
be held today at 9.45 a.m. for 10.00 a.m. at the offices of Weber Shandwick
Square Mile, Fox Court, 14 Gray's Inn Road, London, WC1X 8WS.


Tom Dobson, Chief Executive of Keller, commented:


'The acquisition of McKinney represents an excellent opportunity to acquire a
high margin, well-established business at an attractive price and consolidate
further Keller's position as the leading provider of foundation services in the
US by adding complementary strength and scope to our existing operations there.


'The transaction is expected to be immediately earnings enhancing*, is
asset-backed and is expected to enable Keller to increase further its already
sector leading margins.'


*Nothing in this announcement should be construed as a profit forecast or be
interpreted to mean that earnings per share of Keller for the current year or
future years will necessarily match or exceed the historical published earnings
per share of Keller.



For further information contact:


Keller Group plc
Tom Dobson, Chief Executive
Justin Atkinson, Finance Director                                  020 8341 6424

Dresdner Kleinwort Wasserstein
Robert Petch                                                       020 7623 8000



Weber Shandwick / Square Mile
Reg Hoare
Laurence Read/Josh Royston                                         020 7950 2883


Introduction

Keller announces the acquisition by KFI, a wholly-owned subsidiary of Keller, of
McKinney, a leading provider of drilled shaft caissons in the Eastern United
States, for an initial consideration of approximately US$26 million (£17
million).  The initial consideration will be satisfied by a placing to raise
approximately £5.1 million (the 'Placing') with the balance coming from an
extension of existing bank facilities.  The Placing has been fully underwritten
by Dresdner Kleinwort Wasserstein Limited ('Dresdner Kleinwort Wasserstein').


In addition, Keller is also announcing an update on trading for the year to 31
December 2002 and prospects for the Group for 2003.


Current trading and outlook


Since reporting a good set of interim results on 22 August 2002, trading across
the Group has continued strongly through to 30 November 2002.     Within the
Foundations Division, which accounts for around 70 per cent of turnover, the
Continental Europe and Overseas business has given another robust performance,
particularly in France, Sweden and the Far East.   Australia and Indonesia are
having an excellent second half and in the US, Hayward Baker and Case are on
track to report a record year.   In the UK, where market conditions in the
foundations sector remain relatively stable, we expect to achieve improved
margins on reduced sales.   Within the Specialist Services Division, Suncoast
was impacted by adverse weather in Texas during October but, overall, margins
are in line with the first half.   The Makers business is set to return a good
result, as it realises the benefits from increased expenditure in its key
markets of social housing, car parking and infrastructure.  The Board is
therefore confident of reporting results for the current financial year slightly
ahead of its previous expectations.


Order books for the Group as at 30 November 2002 stood at around four months of
budgeted sales, providing the basis for a positive start to 2003.  Prospects for
the Far East and Australia look extremely good, whilst in Continental Europe,
Keller-Terra, the recently announced joint venture in Spain, is expected to
boost performance.   In the US, work-in-hand currently represents approximately
four and a half months of budgeted sales.  Whilst overall construction
expenditure in the US is forecast to decline by 1 per cent in 2003,
infrastructure spending remains strong. The Board believes Keller will continue
to benefit from its favourable split between public and private sector
contracts, its exposure to repair and upgrade projects and continued geographic
expansion.


Information on McKinney


McKinney is a long-standing (over 50 years) family-owned business operating out
of 12 regional offices across the Eastern US.  It is, predominantly, a
sub-contractor providing drilled shaft caisson foundations for all types of
structures, and operates principally in civil (highways and bridges) and
commercial markets.  The average size of contracts undertaken is approximately
US$40,000 (£26,000).  In addition, McKinney also operates its own facility for
the manufacture of drilling equipment.


McKinney reported sales of US$70.8 million (£45.7 million) and profit before tax
of US$9.6 million (£6.2 million) in the year ended 31 January 2002 and had net
assets of US$48.4 million (£31.2 million) as at 31 January 2002.  After taking
into account adjustments to reflect the ongoing business as being acquired by
Keller, EBITDA for the year ended 31 January 2002 was US$12.0 million (£7.7
million).  Keller estimates the fair value of the net assets being acquired to
be approximately US$32.7 million (£21.1 million) at completion.


For the 9 months ended 31 October 2002, the unaudited management accounts of
McKinney, as adjusted, show EBITDA of US$6.4 million (£4.1 million) on sales of
US$46.7 million (£30.1 million).  The results for the full year are therefore
expected to be significantly below those recorded to 31 January 2002 reflecting
the abnormally high level of trading achieved in that year.  The Board expects a
continuation of this more normal level of trading going forward.




Rationale for the acquisition


McKinney is a high margin, well-established business which will further
consolidate Keller's position as the leading provider of foundation services in
the US by adding complementary strength and scope to its existing operations
there.  Keller has been operating in the US foundations market for over 20 years
and knows McKinney's operations and its markets well.  Since flotation Keller
has demonstrated its ability to drive shareholder value from bolt-on
acquisitions in Foundations Services.


The transaction is expected to be immediately earnings enhancing*, is
asset-backed and is expected to enable Keller to increase further its already
sector leading margins.


Principal terms and financial effects of the acquisition


The initial consideration, subject to a net asset adjustment, is expected to be
US$26 million (£17 million) payable in cash on completion.  The initial
consideration is being funded by a placing of 2,215,000 shares to raise
approximately £5.1 million and the extension of existing bank facilities. In
addition to the initial consideration Keller may pay a maximum deferred
consideration of up to $24 million (£15 million), dependent upon the results of
McKinney for the two years ended 31 December 2004. Of this deferred
consideration, up to US$14 million (£9 million) will become payable on a dollar
for dollar basis to the extent that aggregate EBITDA for the two years exceeds
US$12million (£7.7 million), and up to US$10 million (£6.4 million) will become
payable on the basis of 50 cents for every dollar that aggregate EBITDA for
those two years exceeds US$26 million (£17 million).  The deferred consideration
will be paid in cash.


Following the transaction, Keller's pro forma net debt will be £78.8 million
compared to £61.4 million reported in the unaudited interim results for the six
months ended 30 June 2002.


Details of the placing


Keller proposes to raise approximately £5.1 million, after expenses, by way of a
placing of 2,215,000 new Keller shares (the 'Placing Shares') priced at 240p per
share, representing a discount of approximately 5.3 per cent to the closing
mid-market price on Monday 16 December 2002.  The Placing Shares will represent
approximately 3.5 per cent. of the existing issued share capital of the Company
and will rank pari passu with the existing shares.  The Placing is fully
underwritten by Dresdner Kleinwort Wasserstein.


Application has been made to the UK Listing Authority and to the London Stock
Exchange for the Placing Shares to be admitted to the Official List and to
trading on the London Stock Exchange's market for listed securities ('Admission
').  It is expected that Admission will become effective from 8.00 a.m. on 20
December 2002 and dealings will commence at that time.


Dresdner Kleinwort Wasserstein has entered into a placing and underwriting
agreement with the Company whereby Dresdner Kleinwort Wasserstein has agreed
subject to the conditions set out therein to use its reasonable endeavours as
agent of the Company to procure placees to subscribe for the Placing Shares and,
in so far as it is unable to procure placees, to itself subscribe for any
remaining Placing Shares.



The Placing is directed only at persons having professional experience in
matters relating to investments and, accordingly, the Placing Shares will only
be available to such persons.


The terms and conditions set out in Appendix I to this announcement shall apply
to the Placing.


*Nothing in this announcement should be construed as a profit forecast or be
interpreted to mean that earnings per share of Keller for the current year or
future years will necessarily match or exceed the historical published earnings
per share of Keller.


This announcement includes 'forward-looking statements'.  All statements
relating to Keller and McKinney other than statements of historical facts
included in this announcement, including, without limitation, those statements
regarding the financial position, results of operations, business and outlook of
Keller and/or McKinney are forward-looking statements.  Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors that could cause the actual results, performance or achievements of
Keller or McKinney or the markets and economies in which they operate to be
materially different from future results, performance or achievements expressed
or implied by such forward-looking statements.  Such forward-looking statements
are based on numerous assumptions regarding Keller and McKinney's present and
future business strategies and the environment in which Keller and McKinney will
operate in the future.  These forward-looking statements speak only as at the
date of this announcement.  Keller expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in Keller's expectations with
regard thereto or any change in events, conditions, circumstances or assumptions
on which any such statement is based.

Dresdner Kleinwort Wasserstein is acting exclusively for Keller in connection
with the Placing and for no one else and will not be responsible to anyone other
than Keller for providing the protections afforded to customers of Dresdner
Kleinwort Wasserstein nor for providing advice in relation to the Placing or any
other matters referred to in this announcement.

This announcement has been issued by Keller and is the sole responsibility of
Keller.  This announcement is for information purposes only and does not
constitute an offer or invitation to acquire or dispose of any such security or
investment advice.

Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, into the United States, Canada, Australia
or Japan. Any failure to comply with this restriction may constitute a violation
of US, Canadian, Australian or Japanese securities laws.  This announcement and
Appendix 1 to this announcement do not constitute an offer to sell or issue or
the solicitation of an offer to buy or acquire securities in the United States,
Canada, Australia, Japan or any jurisdiction in which such offer or solicitation
is or may be unlawful and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in the United
States, Canada, Australia, Japan or any jurisdiction in which such publication
or distribution is or may be unlawful. The Placing Shares referred to in this
announcement have not been and will not be registered under the US Securities
Act of 1933, as amended (the 'Securities Act') and subject to certain
exceptions, may not be offered or sold within the United States.  The Placing
Shares are being offered and sold outside the United States in accordance with
Regulation S under the Securities Act.



The distribution of this announcement and the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by laws of the
relevant jurisdictions. No action has been taken by Keller or Dresdner Kleinwort
Wasserstein that would permit an offer of such 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 into whose possession this announcement comes are required by
the Company and Dresdner Kleinwort Wasserstein to inform themselves about and
observe any such applicable legal requirements in their respective
jurisdictions.

Appendix 1 - TERMS AND CONDITIONS OF THE PLACING


By participating in the Placing, you are deemed to have read and understood this
Appendix in its entirety and to be providing the representations, warranties and
acknowledgements contained in this Appendix. In particular you represent,
warrant and acknowledge that you are a person whose ordinary activities involve
you in acquiring, holding, managing or disposing of any investments (as
principal or agent) for the purpose of your business and undertake that you will
acquire, hold, manage or dispose of any Placing Shares that are allocated to you
for the purpose of your business.

Details of the Placing Agreement and the Placing Shares

Dresdner Kleinwort Wasserstein has entered into a placing agreement (the '
Placing Agreement') with the Company whereby it has, subject to the conditions
set out therein, undertaken to use all reasonable endeavours to procure, on
behalf of the Company, Placees to subscribe for the Placing Shares at the
Placing Price and, to the extent it does not procure Placees to subscribe for
the Placing Shares, itself to subscribe as principal for the Placing Shares at
the Placing Price.

The Placing Shares will when issued be credited as fully paid and will rank pari
passu in all respects with the existing issued ordinary shares of 10p each in
the capital of the Company including the right to receive all dividends and
other distributions declared, made or paid in respect of such ordinary shares
after the date of issue of the Placing Shares.

In this Appendix, unless the context otherwise requires, 'Placee' means a person
(including individuals, funds or others) on whose behalf a commitment to
subscribe for Placing Shares has been given and 'Placees' shall be construed
accordingly.

Application for listing and admission to trading

Application will be made to the UK Listing Authority for admission of the
Placing Shares to the Official List maintained by the UK Listing Authority (the
'Official List') and to 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 (together 'Admission').

Conditions of the Placing

The obligations of Dresdner Kleinwort Wasserstein under the Placing Agreement
are conditional, inter alia, on:

1                admission by the UK Listing Authority of the Placing Shares to
the Official List of the UK Listing Authority becoming effective by the making
of an announcement in accordance with Rule 7.1 of the Listing Rules of the UK
Listing Authority and the admission of the Placing Shares to trading on London
Stock Exchange's market for listed securities becoming effective in accordance
with paragraph 2.1 of the Admission and Disclosure Standards produced by the
London Stock Exchange by no later than 31 December, 2002 (or by such other date
as may be agreed between the Company and Dresdner Kleinwort Wasserstein);

2                the Company complying with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to Admission
including the delivery, immediately prior to Admission, to Dresdner Kleinwort
Wasserstein of a certificate confirming, inter alia, that none of the warranties
or undertakings referred to in the Placing Agreement has been breached or is
unfulfilled or was untrue, inaccurate or misleading when made and none of such
warranties would be breached or unfulfilled or would be untrue, inaccurate or
misleading were it to be repeated by reference to the facts and circumstances
subsisting which in any such case is material in the context of the Placing;

3                the acquisition agreement between the Company and the vendors
of McKinney (the 'Vendors') (the 'Acquisition Agreement') remaining in full
force and effect and becoming wholly unconditional prior to or on Admission save
for any condition therein as to the receipt of bank financing under the Facility
Agreement for the purposes of the Acquisition;

4                the facility agreement between the Company and its bankers (the
'Banks') (the 'Facility Agreement') remaining in full force and effect and
becoming wholly unconditional prior to or on Admission save for any condition
therein as to the Placing Agreement becoming unconditional; and

5                the Company allotting, subject only to Admission, the Placing
Shares in accordance with the terms of the Placing Agreement.

If, (a) the conditions above are not fulfilled in all respects or waived by
Dresdner Kleinwort Wasserstein or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and your rights and
obligations hereunder shall cease and determine at such time and no claim can be
made by you in respect thereof.

By participating in the Placing you agree that your rights and obligations
hereunder terminate only in the circumstances described above, and will not be
capable of rescission or termination by you.

Dresdner Kleinwort Wasserstein reserves the right to waive or extend the time
and/or date for fulfillment of any of the conditions in the Placing Agreement
(save that fulfillment of the condition in paragraph 1 above may not be waived).
Any such extension or waiver will not affect Placees' commitments. Dresdner
Kleinwort Wasserstein shall have no 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 Agreement.

Right to terminate under the Placing Agreement

Dresdner Kleinwort Wasserstein 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                the warranties given by the Company in the Placing Agreement
are not true and accurate (or would not be true and accurate if they were
repeated at any time before Admission) in all material respects by reference to
the facts subsisting at the relevant time;

2                the Company fails in any material respect to comply with any of
its obligations under the Placing Agreement, the Acquisition Agreement or the
Facility Agreement;

3                the Vendors or the Banks fail in any material respect to comply
with any of their material obligations under the Acquisition Agreement or the
Facility Agreement respectively;

4                there has been a material adverse change in the financial or
trading position or prospects of the Group (being the Company and its subsidiary
undertakings); or

5                in the absolute discretion of Dresdner Kleinwort Wasserstein,
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 you agree with Dresdner Kleinwort Wasserstein
that the exercise by it of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of it and that
Dresdner Kleinwort Wasserstein need not make any reference to you and that it
shall have no liability to you whatsoever in connection with any such exercise.

No Prospectus

No prospectus has been or will be submitted to be approved by the UK Listing
Authority or filed with the Registrar of Companies in England and Wales in
relation to the Placing and the Placees' commitments will be made solely on the
basis of the information contained in this announcement.  Each Placee, by
accepting a participation in the Placing, agrees that the content of this
announcement is exclusively the responsibility of the Company and confirms that
it has neither received nor relied on any other information, representation,
warranty or statement made by or on behalf of Dresdner Kleinwort Wasserstein or
the Company and that Dresdner Kleinwort Wasserstein will not be liable for any
Placee's decision to participate in the Placing based on any other information,
representation, warranty or statement.  Each Placee acknowledges and agrees that
it has relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing.  Nothing in
this paragraph should exclude the liability of any person for fraudulent
misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Dresdner Kleinwort
Wasserstein reserves the right to require settlement for and delivery of the
Placing Shares in such other means that it deems necessary if delivery or
settlement is not possible within the CREST system within the timetable set out
in this announcement or would not be consistent with the regulatory requirements
in the Placee's jurisdiction.

Settlement will be on a T+3 basis.

Interest is chargeable daily on payments to the extent that value is received
after the due date at the rate per annum of 2 percentage points above the base
rate from time to time of Barclays Bank plc.

If you not comply with these obligations, Dresdner Kleinwort Wasserstein may
sell the Placing Shares allocated to you and retain from the proceeds, for its
own account and benefit, an amount equal to the Placing Price plus any interest
due.  You will, however, remain liable for any shortfall below the Placing Price
and you 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 your
Placing Shares on your behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, please
ensure that the contract note is copied and delivered immediately to the
relevant person within that organisation.

Insofar as Placing Shares are registered in your name or that of your nominee or
in the name of any person for whom you are contacting as agent or that of a
nominee for such persons, such Placing Shares will, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp duty reserve
tax.  You 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 its
behalf) represents, warrants, acknowledges and agrees that:

1.              it and/or each person or body on whose behalf it is
participating (in whole or in part) in the Placing or to whom it allocates its
Placing Shares in whole or in part:

          (i)       has all the necessary capacity and authority and is
entitled to enter into and perform its obligations as a subscriber of Placing
Shares and will honour such obligations; and

          (ii)      has fully observed all laws of relevant jurisdictions and
obtained all necessary governmental or other consents and authorities in either
case which may be relevant or required in relation to the subscription by it of
Placing Shares (including, without limitation, in the case of any person on
whose behalf you are acting, all necessary consents and authorities to agree to
the terms set out or referred to in this announcement);

2.              it has not offered or sold and will not offer or sell any
Placing Shares in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (either
as principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in offers to the
public in the United Kingdom within the meaning of  Schedule 11 to the Financial
Services and Markets Act 2000 ('FSMA');

3.              it is not a US Person (as defined in Regulation S under the
Securities Act) and the Placing Shares have not been and will not be registered
under the Securities Act and it will not offer or sell the Placing Shares in the
United States and it has not engaged and will not engage in any 'directed
selling efforts' (as defined in Regulation S under the Securities Act) with
respect to the Placing Shares;

4.              it is not a resident of Australia, Canada or Japan and the
Placing Shares have not been and will not be registered nor will a prospectus be
cleared in respect of any of the Placing Shares under the securities legislation
of Australia, Canada or Japan and, subject to certain exceptions (with which it
is the Placee's responsibility to comply), may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within those
jurisdictions;

5.              it is entitled to subscribe for Placing Shares under the laws of
all relevant jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governments and other guarantees and other consents
which may be required thereunder and complied with all necessary formalities;

6.              it has not received nor relied on any information given or
representations, warranty or statements made by or on behalf of Dresdner
Kleinwort Wasserstein or the Company in connection with the Placing other than
information contained in this announcement and any information previously
published by the Company by notification to a Regulatory Information Service (as
defined in the Listing Rules of the UK Listing Authority) and that neither the
Company nor Dresdner Kleinwort Wasserstein will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement, and that before relying on any previously
published information it has made its own investigation and satisfied itself
that the information is still current.  Each Placee acknowledges and agrees that
it has relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing;

7.              it understands that no prospectus or offering document has been
prepared in connection with the Placing Shares;

8.              the content of this announcement is exclusively the
responsibility of the Company;

9.              neither Dresdner Kleinwort Wasserstein nor any person acting on
behalf of Dresdner Kleinwort Wasserstein has or shall have any liability for any
publicly available or filed information or representation relating to the
Company, provided that nothing in this paragraph excludes the liability of any
person for fraudulent misrepresentation made by that person;

10.          Dresdner Kleinwort Wasserstein is not 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 or otherwise. In addition,
participation in the Placing is on the basis that a Placee  is not and will not
be a client or customer of Dresdner Kleinwort Wasserstein and that Dresdner
Kleinwort Wasserstein does not have duties or responsibilities to it for
providing the protections afforded to its clients or customers or for providing
advice in relation to the Placing nor in respect of any  warranties,
undertakings or indemnities contained in the Placing Agreement;

11.          the issue to it, or the person specified by it for registration as
holder, of Placing Shares will not give rise to a liability under any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services);

12.          its rights and obligations hereunder will not be capable of
rescission or termination by the Placee;

13.          it, and any person acting on its behalf, falls within Article 19 of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as
amended, and undertake that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its business;

14.          the Placing Shares will be issued subject to the terms and
conditions of this Appendix;

15.          this Appendix and any agreements into which this Appendix is
incorporated by reference will 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;

16.          it has complied with its obligations in connection with money
laundering under the Criminal Justice Act 1993 and the Money Laundering
Regulations 1993 (the 'Regulations') and, if it is making payment on behalf of a
third party, it has obtained and recorded satisfactory evidence to verify the
identity of the third party, as required by the Regulations;

17.          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;

18.          (a) the person who it  specifies for registration as holder of the
Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as the
case may be; (b) neither Dresdner Kleinwort Wasserstein nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to comply with this requirement; (c) it and any person acting on
its behalf agrees to subscribe on the basis that the Placing Shares will be
allotted to the CREST stock account of Dresdner Kleinwort Wasserstein who will
hold them as nominee on behalf of the Placee until settlement in accordance with
its standing settlement instructions; and

19.          it undertakes that it will pay for the Placing Shares acquired by
it in accordance with this announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other subscribers
or sold as Dresdner Kleinwort Wasserstein determines.

END






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