Issue of Equity

Serco Group PLC
3 March 2002

FOR IMMEDIATE RELEASE
               4 March 2002


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

                   SERCO GROUP PLC ('SERCO' OR 'THE COMPANY')

        INTERNATIONAL PLACING OF UP TO 39.5 MILLION NEW ORDINARY SHARES

                      TO RAISE APPROXIMATELY £120 MILLION


International Placing of New Serco Shares to Fund Future Growth


Serco has today announced its audited results for the year ended 31 December
2001.  In addition, Serco announces a bookbuilt international placing (the
'International Placing') of up to 39.5 million new ordinary shares (the 'Placing
Shares'), representing approximately 9.9% of its issued share capital.



The net proceeds from the International Placing, which are expected to be
approximately £120 million, will be used to refinance the cost of acquisition of
the Nuclear Consulting division of AEA Technology plc, renamed Serco Assurance,
and to provide additional funds to finance the continued development of Serco.



Results Highlights



Serco has maintained excellent growth in sales and profits with the highlights
being:



•         Turnover is up 19.1 per cent at £1,141.2 million

•         Profit before tax (before goodwill amortisation) is up 22.9 per cent
          to £46.4 million

•         Earnings per share (before goodwill amortisation) is up 24.8 per cent
          to 8.46p

•         Proposed final dividend for 2001 of 1.29p per share

•         Dividends per share up 14.1 per cent to 1.86p

•         82 per cent of forecast turnover for 2002 already secured (95 per cent
including anticipated extensions and renewals)

•         £15 billion of contract opportunities currently being evaluated



Richard White, Executive Chairman, said:



'This represents a very strong performance. We maintained excellent growth in
sales and profits, exceeding the results targeted at the start of the year.



Our forward earnings are highly visible and our margins have continued to grow.
We remain a highly predictable business. We have already secured 82% of our
forecast turnover for 2002 and a significant amount beyond and continue to
anticipate strong growth. And there is no let up in new prospects: we are
currently evaluating contract opportunities worth a total of some £15 billion.'



Management Changes



Serco has today announced a number of management changes which will become
effective following the Annual General Meeting in May this year. Richard White
will retire after 31 years with the company, most recently as Executive
Chairman. Kevin Beeston will become Executive Chairman having been Chief
Executive for three years and Chris Hyman, who has been Finance Director for
three years, will become Chief Executive. Andrew Jenner, currently Corporate
Finance Director, who has been with Serco for over five years, will become
Finance Director. Serco also intends to consider in due course a further non
executive appointment to complement the existing skills and experience of the
current Board team.





Rationale for Placing



Serco's business has achieved substantial growth in recent years.  This growth
has been largely organic and predominantly funded by operating cash flow and
debt facilities.  Since its flotation in 1988, Serco has made acquisitions for
total consideration of approximately £175 million but has raised only £45
million from investors in the equity markets.



As the business has grown, its contracts have become larger and more
sophisticated. Whilst the underlying capital requirements of the Group have not
changed significantly, there are continuing opportunities to take increased
equity stakes in certain projects. Looking ahead, the Group is currently
evaluating opportunities worth a total of some £15 billion involving varying
degrees of capital.  These include opportunities in the defence, transport,
justice and education sectors.



During 2001 the Group's level of gearing increased, largely as a result of
acquisitions totalling £80 million, of which £69.4 million related to the
acquisition of Serco Assurance in September 2001. A further injection of
approximately £10 million in Serco Assurance was made to fund working capital
and the costs of transition.  Serco Assurance provides science and safety based
services to customers such as the UK Ministry of Defence, BNFL, British Energy
and the UK Atomic Energy Authority. The acquisition has performed in line with
the Board's expectations and has been successfully integrated into Serco's
Science business.



The fund raising announced today will, in addition to refinancing the Serco
Assurance acquisition, provide the Group with a strong capital base from which
to pursue its growth strategy.



Richard White, Executive Chairman said:



'The Board believes that, in addition to refinancing the acquisition of Serco
Assurance, the fund raising will provide the Group with significantly improved
flexibility with which to pursue its organic growth strategy.  As in the past,
we will continue to consider  acquisition opportunities that position the Group
for future growth in new markets.'



The International Placing



The International Placing will be conducted by way of a bookbuilt offering open
to new and existing eligible institutional investors in the UK and
internationally.  Cazenove & Co. Ltd ('Cazenove') and Merrill Lynch
International ('Merrill Lynch') (together 'the Global Co-ordinators') are joint
global co-ordinators and joint bookrunners to the International Placing, acting
as agents for Serco.   The book is expected to close at 6.30 p.m. (London time)
on 6 March 2002 and dealings are expected to commence in the Placing Shares on
12 March 2002, although Cazenove and Merrill Lynch, in consultation with Serco,
reserve the right at their discretion to close the book at any time and, with
Serco's agreement, to alter the size of the International Placing. The Placing
Shares will rank pari passu in all respects with the existing issued ordinary
shares, including the right to receive the proposed final dividend of 1.29p per
ordinary share for the year ended 31st December 2001. Details of the number of
Placing Shares to be issued and the price at which they are to be offered are
expected to be determined and announced as soon as practicable after the
bookbuilding exercise closes. The International Placing is conditional on the
matters set out in the Appendix to this announcement and will be conducted in
accordance with the terms and conditions set out in the Appendix.



Merrill Lynch has been appointed as sole stabilisation manager in connection
with the International Placing and may, on behalf of itself and Cazenove, engage
in transactions that stabilise, maintain or otherwise affect the price of the
ordinary shares of Potter for a period of 30 days after the day on which the
bookbuilding exercise closes.



Application will be made to the UK Listing Authority (the 'UKLA') for the
Placing Shares to be admitted to the Official List maintained by the UKLA, and
for such shares to be admitted to trading by the London Stock Exchange on its
market for listed securities.




For further information, please contact:


Kevin Beeston                       Serco Group plc          [phone]
Chris Hyman

Malcolm Moir                        Cazenove                [phone]
Dermot McKechnie

Rupert Evenett                      Merrill Lynch           [phone]
Richard Snow

This announcement is for information purposes only and does not constitute an
invitation to underwrite or acquire or an offer to sell or a solicitation of an
offer to buy or subscribe for any securities of Serco in any jurisdiction. This
announcement and the information contained herein is not for publication or
distribution to persons in the United States, Canada, Australia, Japan or in any
jurisdiction in which such publication or distribution is unlawful. The Placing
Shares referred to in this announcement 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 of the United States and, subject
to certain exceptions, may not be offered or sold within the United States.



The distribution of this announcement and the International Placing and/or the
issue of the Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by Serco or the Global Co-ordinators that would permit
an offer of such Placing Shares or possession or distribution of this
announcement or any other offering or 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 Serco and
the Global Co-ordinators to inform themselves about and to observe any such
restrictions.



This announcement and today's announcement by the Company of its results for the
year ended 31st December 2001 (the 'Results Announcement') include 
'forward-looking statements'.  All statements other than statements of 
historical fact included in this announcement and the Results Announcement, 
including, without limitation, those regarding Serco's financial position, 
business strategy, plans and objectives of management for future operations 
including development plans and objectives relating to Serco's products and 
services), 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 Serco or those 
markets and economies 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 Serco's present and future business strategies and the environment in 
which Serco will operate in the future. You should not place undue reliance on 
forward-looking statements which speak only as at the date of this announcement.
Serco expressly disclaims any obligation or undertaking to disseminate any 
updates or revisions to any forward-looking statements contained herein or in 
the Results Announcement to reflect any change in Serco's expectations with 
regard thereto or any change in events, conditions or circumstances on which any
such statement is based.



In connection with the Placing, Merrill Lynch, in its capacity as Stabilising
Manager, may effect transactions which stabilise or maintain the market price of
the Placing Shares and/ or any options or other securities or rights relating to
the Placing Shares at a level which might not otherwise prevail.  Such
stabilising, if commenced, may be discontinued at any time.  The transactions
may include the establishment of long or short positions, hedges of any kind and
other transactions intended to facilitate any of the above.  Short sales may
involve the sale by Merrill Lynch of more shares than it has been required to
procure to subscribe in connection with the International Placing.
Stabilisation/ FSA





The Placing Shares are not and will not be offered in The Netherlands other than
to persons who trade or invest in securities in the conduct of their profession
or trade (which includes banks, securities intermediaries (including dealers and
brokers), insurance companies, pension funds, other institutional investors and
commercial enterprises which as an ancillary activity regularly invest in
securities), within the meaning of Section 2 of the 1995 Act on the Supervision
of the Securities Trade Exemption Regulation (Vrijstellingsregeling Wet toezicht
effectenverkeer 1995).



This announcement has been issued by Serco and is the sole responsibility of
Serco. Cazenove and Merrill Lynch, both of which are regulated in the United
Kingdom by The Financial Services Authority, are acting exclusively for Serco
and no one else in connection with the International Placing and will not be
responsible to anyone other than Serco for providing the protections afforded to
customers of Cazenove and Merrill Lynch nor for giving advice in relation to the
International Placing or any other matters referred to in this announcement.




APPENDIX:  IMPORTANT INFORMATION ON THE INTERNATIONAL PLACING FOR PLACEES ONLY





MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE INTERNATIONAL
PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING OR DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF
ITS BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5)(A) TO (E) ('INVESTMENT PROFESSIONALS')
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001
(AS AMENDED) (THE 'ORDER') OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d)
('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER OR
TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS 'RELEVANT PERSONS').  THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPENDIX DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES
IN THE COMPANY IN ANY JURISDICTION.



If you choose to participate in the International Placing by making an oral
offer to acquire Placing Shares you will be deemed to have read and understood
this Appendix in its entirety and to be making such offer on its terms and
conditions, and to be providing the representations, warranties, agreements,
acknowledgements and undertakings, contained herein.  In particular you
represent, warrant and acknowledge that:



(a)                you are a person whose ordinary activities involve you in
acquiring, holding, managing or disposing of 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
purposes of your business; and



(b)                either you are outside the United States and you are
purchasing the Placing Shares for your own account or you are purchasing the
Placing Shares for an account with respect to which you exercise sole investment
discretion and that you (and any such account) are outside the United States, or
are dealers or other professional fiduciaries in the United States acting on a
discretionary basis for foreign beneficial owners (other than an estate or
trust), in reliance upon Regulation S under the Securities Act; or, if you are
not outside the United States, you have executed an investment letter in the
form provided to you.

Details of the Placing Agreement and the Placing Shares


The Global Co-ordinators have entered into a placing agreement (the 'Placing
Agreement') with the Company under which, subject to the satisfaction of certain
conditions and the agreement not having been terminated, each of them has
undertaken severally to use its reasonable endeavours as agent for the Company
to procure persons to acquire ('Placees') a proportion of the Placing Shares,
failing which the Global Co-ordinators will acquire such Placing Shares.

When issued, the Placing Shares will be fully paid and free from any pledge,
lien, mortgage, security interest, claim or equity or similar rights or
pre-emptive rights and will rank pari passu in all respects with the existing
issued ordinary shares of 2p each of the Company including the right to receive
the proposed final dividend of 1.29p per ordinary share for the year ended 31st
December 2001. No stamp duty or stamp duty reserve tax is payable on the Placing
Shares by the Placees (other than Placees who are connected with depositary
arrangements or clearance services).

Bookbuilding

The Global Co-ordinators will carry out a bookbuilding exercise (the 
'Bookbuilding') to arrange participation in the International Placing by the
Placees.  This announcement gives details of the terms and conditions of, and
the mechanics of participation in, the Bookbuilding.


As soon as practicable following the Bookbuilding and agreement of the Placing
Price, a further announcement will be made by or on behalf of the Company giving
details of the size of the International Placing and the Placing Price (the 
'Pricing Announcement').

Principal terms of the Bookbuilding

1.                  Participation will only be available to persons invited to
participate by either of the Global Co-ordinators, each of which is entitled to
enter bids as principal in the Bookbuilding.

2.                  The Bookbuilding is expected to close no later than 6.30pm
(London time) on 6 March 2002, but may be closed earlier at the sole discretion
of the Global Co-ordinators.  Each of the Global Co-ordinators may at their
discretion choose to accept bids received after the Bookbuilding has closed.

3.                  No commissions will be payable to Placees in respect of any
Placing Shares.

4.                  The Bookbuilding will establish a single price (the 'Placing
Price') payable by all Placees.  The Placing Price will be agreed between the
Global Co-ordinators and the Company following completion of the Bookbuilding
and any discount to the market price of the Company's ordinary shares will be
determined in accordance with the Listing Rules and guidelines issued by the
Investment Committees of the ABI and the NAPF.

5.                  To participate in the Bookbuilding you should communicate
your bid by telephone to your usual sales contact at Cazenove or Merrill Lynch
as appropriate.  Your bid should state the number of Placing Shares which you
wish to acquire at either the Placing Price which is ultimately established by
the Global Co-ordinators or at a price or prices up to a price limit specified
in your bid.

6.                  Each of the Global Co-ordinators reserves the right not to
accept bids or to accept bids in part or in whole and otherwise at the absolute
discretion of each of the Global Co-ordinators.

7.                  If your bid is successful, your allocation (and the Placing
Price) will be confirmed to you orally following the close of the Bookbuilding,
and a conditional contract note will be despatched as soon as possible
thereafter.  Oral confirmation of your allocation by the relevant Global
Co-ordinator will constitute a legally binding commitment upon you to acquire
the number of Placing Shares allocated to you at the Placing Price on the terms
and conditions set out in this announcement and in accordance with the Company's
Memorandum and Articles of Association.  This obligation may be enforced by
either of the Global Co-ordinators, or either of the Global Co-ordinators may
assign to the Company its right to enforce it.

8.                  All bids in the Bookbuilding will be made on the terms and
conditions in this announcement and will be legally binding on the Placee on
behalf of which it is made and will not be capable of variation or revocation
after the close of the Bookbuilding.

9.                  Any offering made in the United States will be to 'qualified
institutional buyers' (as defined in Rule 144A under the Securities Act) in a
transaction not involving any public offering.  The Placing Shares will be
offered and sold outside of the United States in reliance on Regulation S under
the Securities Act.

Applications for admission to listing and trading

Applications will be  made to the UKLA for admission of the Placing Shares to
the Official List maintained by the UKLA 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 dealings in the Placing Shares
on the London Stock Exchange will commence on 12 March 2002.  No application for
listing of Placing Shares has been made anywhere else.

Conditions of the International Placing

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

Each Global Co-ordinator's obligations to the Company in respect of the
International Placing are conditional on, inter alia:

1.      there not having been, at any time prior to commencement of trading of
the Placing Shares on the London Stock Exchange's market for listed securities
following Admission becoming effective ('Commencement of Trading'), any change
or development which, in the judgement of the Global Co-ordinators, has resulted
or might be expected to result in a material adverse change, or any development
reasonably likely to result in a material adverse change, in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and its group taken as a whole, whether or not arising
in the ordinary course of business, or which would otherwise be material in the
context of the International Placing or the issue and distribution of the
Placing Shares;

2.      none of the representations and warranties of the Company contained in
the Placing Agreement being untrue, inaccurate or misleading in any respect
which is, in the opinion of the Global Co-ordinators, material in the context of
the International Placing or the issue and distribution of the Placing Shares
and there being no change of circumstances such that, if repeated at any time
prior to Commencement of Trading (including, for the avoidance of doubt, on the
date of this announcement, the date on which the Global Co-ordinators enter into
a written commitment with the Company to underwrite the International Placing
(the 'Terms of Sale') and the date of Admission) by reference to the facts and
circumstances then existing, any such representations and warranties would be
breached or untrue or inaccurate or misleading in any respect which in any such
case is, in the opinion of the Global Co-ordinators, material in the context of
the International Placing or the issue and distribution of the Placing Shares;

3.      the Company complying at all times with its obligations under the
Placing Agreement or otherwise in connection with the International Placing
unless, in the opinion of the Global Co-ordinators, acting in good faith any
failure or failures to comply with any such obligations is or are not material
and adverse to any aspect of the International Placing;

4.      the receipt by the Global Co-ordinators on or before the time of
Admission becoming effective of certain confirmations and legal opinions in
accordance with the terms of the Placing Agreement;

5.      the Terms of Sale having been executed;

6.      Admission and Commencement of Trading having occurred by 8.00 a.m.
(London time) on 12 March 2002 (or such later time and/or date as the Global
Co-ordinators may agree); and

7.      the publication of this announcement, the Results Announcement, and the
Pricing Announcement through the Regulatory News Service operated by the Company
Announcements Office of the London Stock Exchange as required by the Placing
Agreement.

The Global Co-ordinators may, at their joint agreement and discretion and upon
such terms as they jointly think fit, waive compliance by the Company with the
whole or any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement (other than the conditions referred to in 6
and 7 above). The Global Co-ordinators acting jointly reserve the right (in
their absolute discretion) to extend the time and/or date for fulfilment of any
of the conditions in the Placing Agreement save that the Global Co-ordinators
may not agree to extend the latest time for Admission beyond 8.00 a.m. on 19
March 2002.

Any such extension or waiver will not affect Placees' commitments as set out in
this announcement. The Global Co-ordinators shall have no liability to any
Placee (or any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision they 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 (save that they may not waive the fulfilment of the condition
requiring Admission nor agree a date for fulfilment later than 19 March 2002)
nor for any decision they may make as to whether or not to terminate their
obligations under the Placing Agreement.

Right to terminate under the Placing Agreement




The Global Co-ordinators acting jointly may, by notice to the Company, terminate
the Placing Agreement at any time before Admission becoming effective in certain
circumstances more fully described in the Placing Agreement.  These include:

(a)                if certain breaches of the Placing Agreement (including,
without limitation, in respect of any of the representations, warranties or
undertakings contained, or referred to, therein) by the Company occur which is,
in the opinion of the Global Co-ordinators, material in the context of the
International Placing or the issue and distribution of the Placing Shares;

(b)               if certain 'force majeure' events specified in the Placing
Agreement occur; and

(c)                if the conditions to the Global Co-ordinators' obligations in
the Placing Agreement are not fulfilled or waived by the Global Co-ordinators
when required (or such later time and/or date as the Global Co-ordinators may
agree).

Placees' rights and obligations hereunder will not be capable of termination or
rescission, except if the Global Co-ordinators' obligations under the Placing
Agreement are terminated or if their obligations under the Placing Agreement do
not become unconditional in accordance with its terms by the times and/or dates
specified (or such later times and/or dates as the Global Co-ordinators and the
Company may, subject as specified above, agree), in which case Placees' rights
and obligations in respect of the International Placing as described in this
announcement shall cease.

No Prospectus

No prospectus or listing particulars have been or will be submitted to be
approved by the UKLA or filed with the Registrar of Companies in England and
Wales in relation to the Placing Shares and the Placees' commitments will be
made solely on the basis of the information contained in this announcement
(including this Appendix), the Pricing Announcement, the Results Announcement
and the Company's Report and Accounts for 2001. Each Placee, by accepting a
participation in the International Placing, agrees that the content of this
announcement (including this Appendix), the Pricing Announcement, the Results
Announcement and the Company's Report and Accounts for 2001 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 either of the Global Co-ordinators or the Company and neither of
the Global Co-ordinators will be liable for any Placee's decision to accept this
invitation to participate in the International 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 accepting a participation in the International
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 following Admission will take
place within the CREST system, subject to certain exceptions.  Each of the
Global Co-ordinators reserves the right to require settlement for, and to
deliver the Placing Shares to you, by such other means as it deems necessary if
delivery or settlement is not practicable within the CREST system or would not
be consistent with regulatory requirements in the Placee's jurisdiction.



If you are allocated any Placing Shares in the Bookbuilding you will be sent a
conditional contract note which will state the number of Placing Shares acquired
by you, the Placing Price and the aggregate amount owed by you to the Global
Co-ordinators.  In accepting the allocation of Placing Shares set out in the
conditional contract note, you agree that you 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 you have in place
with the relevant Global Co-ordinator.

Settlement will be on a T+3 basis. Interest is chargeable daily on payments not
received from Placees on the due date in accordance with the arrangements set
out above, in respect of either CREST or certificated deliveries, at the rate of
5 percentage points above prevailing LIBOR.

If you do not comply with these obligations, the relevant Global Co-ordinator
may sell your Placing Shares on your behalf 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.

Representations, warranties and undertakings

By submitting a bid in the Bookbuilding, you (unless otherwise agreed in writing
with the Global Co-ordinators):

1.      represent and warrant that you have read this announcement in its
entirety and understand and acknowledge that no disclosure or offering document
has been prepared in connection with the Placing Shares;

2.      represent and warrant that the issue to you of Placing Shares will not
give rise to a liability to stamp duty or stamp duty reserve tax payable under
any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts
and clearance services);

3.      undertake that you and any person acting on your behalf will pay for the
Placing Shares acquired by you in accordance with this announcement on the due
times and dates set out in this announcement, failing which the relevant Placing
Shares may be placed with other persons at such price as the Global
Co-ordinators may determine and without liability to you;

4.      undertake that the person who you or any person acting on your behalf
specifies for registration as holder of the Placing Shares will be the Placee or
a nominee of the Placee, as the case may be.  Neither the Global Co-ordinators
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 you
agree to indemnify each of the Global Co-ordinators and the Company in respect
of the same. You and any person acting on your behalf shall be deemed to agree
to acquire the Placing Shares on the basis that they will be allotted to a CREST
stock account of either of the Global Co-ordinators who will hold them as
nominee on behalf of the Placee until settlement in accordance with its standing
settlement instructions;

5.      represent and warrant that you and any person acting on your behalf
falls within paragraph 3(a) of Schedule 11 to the Financial Services and Markets
Act 2000 (as amended, the 'FSMA') (being a person whose ordinary activities
involve it in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose of its business), and within article 19 and/
or article 49 of the Financial Services and Markets Act 2000 (Financial
Promotions) Order 2001, as amended (which exempts certain communications to
investment professionals);

6.      undertake that you will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to you for the purposes of your
business;

7.      represent and warrant that you have not offered or sold and, prior to
the expiry of a period of six months from the Commencement of Trading, will not
offer or sell any Placing Shares to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted in and which will
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offer of Securities Regulations 1995, as amended, or the FSMA;

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

9.      represent and warrant that you have complied and undertake that you will
comply with all applicable provisions of the FSMA with respect to anything done
by you in relation to the Placing Shares in, from or otherwise involving the
United Kingdom;

10.  confirm that you are an institution which (a) has such knowledge and
experience in financial and business matters that you are capable of evaluating
the merits and risks of your investment in the Shares and (b) you and any
accounts for which you are acting are each able to bear the economic risk of
such investment, and are able to sustain a complete loss of your investment in
the Placing Shares;

11.  represent and warrant that you have all necessary capacity and have
obtained all necessary consents and authorities to enable you to commit to this
participation and to perform your obligations in relation thereto (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);

12.  acknowledge (and any person acting on your behalf shall be deemed to
acknowledge) that participation in the International Placing is on the basis
that you are not and will not be customers of either of the Global Co-ordinators
and that neither of the Global Co-ordinators has duties (whether fiduciary or
otherwise) or responsibilities to you for providing the protections afforded to
their customers nor for providing advice in relation to the International
Placing nor in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement nor for the exercise or performance of any
of their rights and obligations thereunder, including any right to waive or vary
conditions or exercise any termination right;

13.  acknowledge (and any person acting on your behalf shall be deemed to
acknowledge) that each of the Global Co-ordinators may (at its absolute
discretion) satisfy its obligations to procure Placees by itself agreeing to
become the Placee in respect of some or all of the Placing Shares or by
nominating any connected or associated person to do so;

14.  acknowledge that the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of any state of
the United States and are being offered and sold on behalf of the Company only
(i) in the United States to 'qualified institutional buyers' (within the meaning
of Rule 144A under the Securities Act) in a transaction not involving any public
offering under the Securities Act or (ii) outside the United States in
accordance with Rule 903 of Regulation S under the Securities Act;

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

16.  represent and warrant that, at the time the Placing Shares are acquired,
you will be the beneficial owner of such Placing Shares and you are not a
resident of Canada, Australia or Japan and, unless you have executed an investor
representation letter in the form provided to you, you are located outside the
United States or are purchasing the Placing Shares for your own account or are
purchasing the Placing Shares for an account with respect to which you exercise
sole investment discretion and that you (and any such account) are outside the
United States, or dealers or other professional fiduciaries in the United States
acting on a discretionary basis for foreign beneficial owners (other than an
estate or trust) (within the meaning of Regulation S under the Securities Act);

17.  acknowledge (and any person acting on your behalf shall be deemed to
acknowledge) that the Placing Shares have not been and will not be registered
under the securities legislation of Canada, Australia or Japan and, subject to
certain exceptions, may not be offered, sold, taken up, renounced or delivered
or transferred, directly or indirectly, within Canada, Australia or Japan;

18.  represent and warrant that you and any person acting on your behalf are
entitled to acquire Placing Shares under the laws of all relevant jurisdictions
and you and any person acting on your behalf shall be deemed to have fully
observed such laws and have all necessary capacity and have obtained all
necessary consents and authorities to enable you to commit to this participation
and to perform your or its obligations in relation thereto (including, without
limitation, in the case of a person acting on your behalf, all necessary
consents and authorities to agree to the terms set out or referred to in this
Appendix), under those laws or otherwise;

19.  represent and warrant that you and any person acting on your behalf (i) are
aware of your obligations in connection with money laundering under the Criminal
Justice Act 1993, (ii) you have verified the identity of your clients in
accordance with the Money Laundering Regulations (1993) (the 'Regulations') and
(iii) you have complied fully with your obligations under the Regulations;

20.  acknowledge that the contents of this announcement (including this
Appendix), the Pricing Announcement, the Results Announcement and the Company's
Report and Accounts for 2001 are exclusively the responsibility of the Company
and represent, warrant and agree that the only information upon which you are
entitled to rely and on which you have relied in committing yourself to acquire
Placing Shares is that contained in this announcement (including this Appendix),
the Pricing Announcement, the Results Announcement and the Company's Report and
Accounts for 2001, such information being all that you deem necessary to make an
investment decision in respect of the Placing Shares;

21.  agree and acknowledge that neither the Global Co-ordinators nor any person
acting on their behalf has or shall have any liability for any information or
representation relating to the Company (including, without limitation, the
information referred to in paragraph 20 above);

22.  agree that the Company, the Global Co-ordinators and others will rely upon
the truth and accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to each of the Global
Co-ordinators for itself and on behalf of the Company and are irrevocable; and

23.  agree that this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part will be governed by
and construed in accordance with English law.  All agreements to acquire Placing
Shares pursuant to the Bookbuilding and/or the International Placing will be
governed by English law and the English courts shall have 'non-exclusive'
jurisdiction in relation thereto except that enforcement proceedings in respect
of the obligation to pay the Placing Price (together with any interest
chargeable thereon) may be taken by the Company in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange.

Please also note that the agreement to settle your acquisition (and/or the
acquisition of a person for whom you are contracting as agent) free of stamp
duty and stamp duty reserve tax depends on the settlement relating only to an
acquisition by you and/or such person direct from the Company for 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 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 the Global Co-ordinators would be responsible.  If this is the case,
it would be sensible if you were to take your own advice and you should notify
either of the Global Co-ordinators accordingly.

When a Placee or any person acting on behalf of the Placee is dealing with
either of the Global Co-ordinators, any money held in an account with either
Global Co-ordinator 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
rules and regulations of the Financial Services Authority made under the FSMA)
which therefore will not require the Global Co-ordinators to segregate such
money, as that money will be held by them under a banking relationship and not
as trustee.

Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.

All times and dates in this announcement may be subject to amendment.  The
Global Co-ordinators shall notify the Placee and any person acting on behalf of
the Placee of any changes.


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