Acquisition and Placing

SIG PLC
24 May 2007


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

THIS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.

                                        
                                    SIG plc
            Proposed Acquisition of Lariviere SAS for €296.6 million
                      Placing to raise up to £150 million
                                        
Introduction

SIG plc ('SIG'), the leading international specialist supplier in insulation,
roofing, commercial interiors and specialist construction and safety products,
is pleased to announce that it has agreed to acquire the entire issued share
capital of Lariviere SAS ('Lariviere'), the largest specialist distributor of
roofing products in France, for €296.6 million (approximately £202 million) from
AXA Private Equity ('AXA'). Completion is conditional upon formal approval by
the competition authorities in France.

In addition, SIG is today announcing an increase in its planned acquisition
activity. Total spend on acquisitions was £110m in 2005 and £109m in 2006. In
2007, excluding Lariviere, acquisition spend is expected to be significantly
higher and may be up to £200m. Thereafter, it is expected that the level of
acquisition spend will be over £100m per annum and may be up to £200m in some
future years. The phasing of this spend cannot be predicted with any great
accuracy and the above figures should not be taken to be a forecast of future
acquisition spend.

Further to the acquisition of Lariviere, and SIG's increase in acquisition
activity, the Company also announces the placing of new ordinary shares with
institutional and other investors, to raise gross proceeds of up to £150 million
(the 'Placing'). The Placing will not exceed 9.9 per cent. of SIG's current
issued share capital.

The Placing is intended to fund the acquisition of Lariviere and the increase in
acquisition spend, to maintain financial flexibility to allow SIG to move
quickly and to take advantage of other acquisition opportunities as they are
identified, and to ensure that SIG continues to drive its organic growth through
ongoing investment in its businesses.

The Placing has been fully underwritten by Panmure Gordon, subject to certain
terms and conditions set out in a placing agreement between Panmure Gordon and
SIG.

Lazard & Co., Limited acted as financial adviser to SIG in relation to the
acquisition of Lariviere.


Highlights

• SIG considers the acquisition to be an attractive opportunity to acquire the
  largest specialist distributor of roofing products in France.

• SIG expects sales and EBITDA of Lariviere for the year ending 30 June 2007 to be
  c.€340m and c.€23m respectively.

• Lariviere is an excellent strategic fit with SIG's existing operations. In
  France, where SIG has a proven track record of profitable growth and expansion,
  the acquisition of Lariviere will more than double SIG's sales.

• In the roofing market, again where SIG has a proven track record of profitable
  growth and expansion in the UK, Ireland and, more recently, in Germany and
  Poland, the acquisition of Lariviere makes SIG the largest specialist supplier
  of roofing products in Europe.

• Lariviere presently operates from 83 trading sites in France, and SIG plans to
  expand the trading site network significantly to increase market share and
  expand the customer base.

• The Acquisition provides SIG with exciting growth opportunities for the
  expansion of Lariviere's product range and also gives it the opportunity to
  benefit from purchasing synergies with its existing operations in the UK,
  Ireland, Germany and Poland.

• SIG expects the acquisition to be immediately earnings enhancing.

• The Company is also raising up to £150 million by way of a placing of new
  ordinary shares of up to 9.9 per cent. of the Company's current issued share
  capital, to fund the acquisition of Lariviere, to give it financial flexibility
  to fund its pipeline of ongoing acquisition opportunities and organic growth.

• Subject to regulatory approval, completion is expected in June 2007.


David Williams, Chief Executive of SIG, commented:

'This is a great deal for Lariviere and SIG. The combination of our existing
expertise in the roofing industry and that of the number one specialist supplier
in France means that we can provide our backing and support to the expansion and
growth plans already well developed by the very impressive Lariviere management
team.'


For further information, please contact:

SIG:                                    0114 285 6300
David Williams, Chief Executive
Gareth Davies, Finance Director

Finsbury:                               020 7251 3801
Faeth Birch
Gordon Simpson
Clare Strange

Lazard:
Alexandra Soto                          [phone]
David Reitman                           020 7187 2000
Vasco Litchfield                        020 7187 2000

Panmure Gordon:
Hugh Morgan (Corporate Finance)         020 7459 3600
Gilbert Ellacombe (Syndication)         020 7614 8315





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

THIS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.


  SIG PLC PROPOSED ACQUISITION OF LARIVIERE FOR €296.6 MILLION (£202 MILLION)
             PROPOSED PLACING OF UP TO £150M OF NEW ORDINARY SHARES
                                        

1. Introduction

SIG plc ('SIG'), the leading international specialist supplier in insulation,
roofing, commercial interiors and specialist construction and safety products,
is pleased to announce that it has entered into an agreement to acquire the
entire issued share capital of Lariviere SAS ('Lariviere'), the largest
specialist distributor of roofing products in France, for €296.6 million (£202
million), including net debt of €126.6m (approximately £86.5 million), from AXA
Private Equity.

Further to the acquisition of Lariviere, and SIG's increase in acquisition
activity, the Company also announces the placing of new ordinary shares with
institutional and other investors, to raise gross proceeds of up to £150 million
(the 'Placing'). The Placing will not exceed 9.9 per cent. of SIG's current
issued share capital.

The Placing is intended to fund the acquisition of Lariviere and the increase in
acquisition spend, to maintain financial flexibility to allow SIG to move
quickly and to take advantage of other acquisition opportunities as they are
identified, and to ensure that SIG continues to drive its organic growth through
ongoing investment in its businesses.

The Placing has been fully underwritten by Panmure Gordon, subject to certain
terms and conditions set out in a placing agreement between Panmure Gordon and
SIG.

Lazard & Co., Limited acted as financial adviser to SIG in relation to the
acquisition of Lariviere.


2. Background to and Reasons for the Acquisition

Lariviere is the largest specialist distributor of roofing products in France,
currently operating from 83 trading sites. It is a cash generative business,
which is led by an experienced management team and has excellent growth
prospects.

SIG has previously identified that significant opportunities exist for the
roll-out of SIG's roofing business model. SIG, which has a proven track record
in both France and the roofing sector, believes that Lariviere is an excellent
strategic fit with its existing operations.

• In France, SIG is the largest supplier of industrial insulation materials and
  has a substantial position in commercial interiors. It entered the insulation
  market in 1994, with the acquisition of 16 trading sites, and the commercial
  interiors market in 1997, with the acquisition of 3 trading sites. As of
  December 2006, the Company had grown the combined number to 51 trading sites,
  and sales had grown to £132 million from £20 million in 1994.

• In roofing, SIG first entered this market in 1997, and had grown to be the
  biggest specialist supplier of roofing products in the UK and Ireland, and has
  more recently added trading sites in both Germany and Poland, giving it very
  wide experience of the roofing market.

The Directors of SIG believe that the market dynamics for roofing products in
France is characterised by a demand bias toward essential repairs and
maintenance projects, which is very similar to SIG's existing roofing
distribution operations. Lariviere's main customer category is the small,
independent contractor who relies heavily on access to local supplies. There is
a wide diversity of roofing products in use in France. The Directors of SIG
believe this means that specialist distributors with a wide range of stock and
technical expertise generally outperform general merchants. The market
structure, customer characteristics and supply channels experienced in France
are very similar in most countries throughout Europe.


3. SIG acquisition activity

In addition to the acquisition of Lariviere, SIG is today announcing an increase
in its planned acquisition activity. Total spend on acquisitions was £110m in
2005 and £109m in 2006. In 2007, excluding Lariviere, acquisition spend is
expected to be significantly higher and may be up to £200m. Thereafter, it is
expected that the level of acquisition spend will be over £100m per annum and
may be up to £200m in some future years. The phasing of this spend cannot be
predicted with any great accuracy and the above figures should not be taken to
be a forecast of future acquisition spend.

SIG has completed 9 transactions to date in 2007, for a total enterprise value
of £42 million and with total annualised sales of c.£58 million. For the same
period in 2006, SIG had completed 5 transactions, for a total enterprise value
of £11.4m and with total annualised sales of c.£14m.


4. Information on SIG

SIG is a leading international specialist supplier to the construction and
building industries. It currently operates from over 640 locations in the United
Kingdom, Ireland, Germany, France, Poland, Benelux, the Czech Republic, Slovakia
and Austria through its four core business sectors of insulation, roofing,
commercial interiors and specialist construction and safety products.

Its businesses are engaged in:

• the fabrication and distribution of insulation, dry lining and related products
  to the building and manufacturing industries;
• the distribution of roofing materials and related products;
• the design, development and supply of partition systems, performance door sets
  and suspended ceiling products, together with other products for commercial
  interiors;
• the supply of personal protective equipment; and
• the distribution of specialist construction products for infrastructure and
  civil engineering.

It operates in two main geographic regions:

• UK and Ireland, where it is the leading supplier in all four of its core
  business sectors; and
• Mainland Europe, where it supplies insulation, commercial interiors and roofing
  products in countries across the continent, including Germany, France, Poland,
  Benelux, Czech Republic, Slovakia and Austria.

For the year ended 31 December 2006, SIG disclosed an underlying profit before
tax* of £108.3 million from sales of £1,860 million (all from continuing
operations). Net assets at 31 December 2006 were £352.7 million.

* Underlying profit before tax excludes amortisation of acquired intangibles,
  goodwill impairment, hedge ineffectiveness and the profit on disposal of
  discontinued operation.


5. Information on Lariviere

Lariviere is the largest specialist distributor of roofing products in France,
with 83 trading sites providing a strong footprint across the whole of France.
It was established in 1946 and was owned by the French industrials group Imerys
before being acquired by AXA Private Equity in April 2005. Lariviere provides a
comprehensive range of roofing products including natural slates, tiles, roof
windows, zinc and wood, together with a wide range of accessories and ancillary
products.

The acquisition provides SIG with exciting growth opportunities in terms of
expanding both the trading site network and the product range. SIG also believes
that it will be able to gain purchasing synergies with its existing operations
in the UK, Ireland, Germany and Poland.

Lariviere's last audited results to 30 June 2006 disclosed a pre-tax loss of
€4.4 million on sales of €327.2 million. Gross assets at 30 June 2006 were €252
million. Lariviere's EBITDA and EBITA for the year ended 30 June 2006 was €19.1
million and €15.6 million respectively.


6. Employees

It is the intention of SIG that Lariviere's senior management team and current
employees remain with Lariviere following Completion. Lariviere will be run as a
separate division under its current managing director Pascal Metayer. Pascal
will report into Chris Davies, SIG Head of Europe. Lariviere currently employs
over 770 people.


7. Principal terms and conditions of the Acquisition

Under the terms of the Acquisition Agreement the consideration payable for
Lariviere is €296.6 million (approximately £202 million) in cash.

The Acquisition Agreement is conditional only upon the receipt of clearance from
the French competition authorities.

SIG has complied with its obligation under French law to undertake the Workers'
Consultation procedure. Following the Workers' Consultation, the requisite
opinion of Lariviere's Workers' Council has been duly issued. The opinion has
been given in favour of the Acquisition.

Assuming the competition condition is satisfied, Completion is expected to occur
in June 2007.

The Acquisition Agreement contains the following key provisions:

• SIG will acquire 100 per cent. of the Lariviere Equity, thereby acquiring
  control of the entire issued share capital and all of the voting rights of
  Lariviere;

• the Proposed Acquisition will be made by France Isolation SAS, a wholly owned
  subsidiary of the SIG Group;

• the enterprise value agreed for Lariviere amounts to €296.6 million comprising
 (i) consideration for the acquisition of the Lariviere Equity (excluding the
  Financiere Lariviere convertible bonds) of €170 million, and (ii) the repayment
  of Lariviere's outstanding indebtedness as at the date of Completion;

• all payments made pursuant to the Acquisition Agreement will be made in cash, on
  Completion; and

• Completion is conditional upon, and is to take place following, the receipt of
  clearance from the French competition authorities. Completion is to take place
  no later than 120 days following the date on which the French authorities
  acknowledge receipt of the competition clearance notification. On or prior to
  such date, SIG and AXA may jointly agree to postpone the date of Completion,
  provided that such date is no later than 28 September 2007.


8. Financial effects of the Acquisition

The acquisition of Lariviere is expected to be immediately earnings enhancing to
SIG. SIG also expects to gain purchasing synergies with SIG's existing roofing
distribution operations in the UK, Ireland and Germany.

In addition to the Placing, SIG's existing debt facilities of £480m (as at 31
December 2006) have been increased by a further £100 million facility committed
in May 2007. Taking into account the acquisition of Lariviere, the Placing and
the increased acquisition activity, SIG's 2007 year end interest cover is
expected to reduce to a range of 6-7x and its 2007 leverage ratio is expected to
increase to around 2.3x.


9. Current trading and prospects for the Enlarged Group

SIG

SIG held its annual general meeting on 16 May 2007, and issued a trading
statement on that day. Since 1 January 2007, SIG has traded strongly, with good
like for like for like growth in all business streams and all countries in which
SIG operates. In addition, the 2006 acquisitions are integrating well into the
SIG network and are performing in line with expectations.

Lariviere

Lariviere's financial results to date for the year ending 30 June 2007 have
shown good progress over 2006, and the Directors of SIG believe that Lariviere's
sales and EBITDA for the 2007 year are expected to be c.€340 million and c.€23
million respectively.


10. The Placing

Further to the acquisition, SIG announces that it is today placing new ordinary
shares of 10 pence per share ('Placing Shares'), to raise up to £150m from
institutional investors (the 'Placing').

Panmure Gordon (UK) Limited ('Panmure Gordon') is acting as sole bookrunner and
broker for the Placing. The Placing will be conducted in accordance with the
terms and conditions set out in the Appendix to this Announcement. The Placing
has been fully underwritten by Panmure Gordon, subject to certain terms and
conditions set out in a placing agreement between Panmure Gordon and SIG (the
'Placing Agreement'). The Placing will be effected, subject to the satisfaction
of certain conditions, by way of an accelerated bookbuild placing of the Placing
Shares.

The books will open with immediate effect. The timing of the closing of the
books, pricing and allocations is at the discretion of Panmure Gordon and SIG.
Details of the placing price in respect of the Placing Shares (the 'Placing
Price') will be announced as soon as practicable after the close of the
accelerated bookbuilding process (the 'Bookbuild Process').

The Placing Shares will be credited as fully paid and will rank pari passu in
all respects with the existing ordinary shares of 10 pence each in the capital
of SIG, including the right to receive all future dividends and other
distributions. Placees will not be entitled to the final dividend that is to be
payable to shareholders of SIG on 29 May 2007 who were on the register of
members at close of business on 27 April 2007.

Application will be made for the Placing Shares to be admitted to the Official
List and to be admitted to trading by the London Stock Exchange on its market
for listed securities ('Admission'). Admission is expected to take place on 30
May 2007.

Attention is drawn to the detailed terms and conditions of the Placing described
in Appendix I to this Announcement (which forms a part of this Announcement).

In the unlikely event that completion of the Acquisition does not take place,
the Directors will assess the Group's ongoing funding needs taking account of
shareholders' best interests but in the first instance intend to apply the net
proceeds of the Placing to general corporate purposes and the reduction of debt.


For further information, please contact:

SIG:                                    0114 285 6300
David Williams, Chief Executive
Gareth Davies, Finance Director

Finsbury:                               020 7251 3801
Faeth Birch
Gordon Simpson
Clare Strange

Lazard:
Alexandra Soto                          [phone]
David Reitman                           020 7187 2000
Vasco Litchfield                        020 7187 2000

Panmure Gordon:
Hugh Morgan (Corporate Finance)         020 7459 3600
Gilbert Ellacombe (Syndication)         020 7614 8315


This Announcement has been issued by SIG and is the sole responsibility of SIG.
This Announcement is for information purposes only and does not constitute an
offer or invitation to acquire or dispose of any securities or investment advice
in any jurisdiction.

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as financial adviser to the
Company in connection with the Acquisition and will not be responsible to any
person other than the Company for providing the protections afforded to
customers of Lazard & Co., Limited, or for advising any such person on the
contents of this announcement or any other transaction, arrangement or matter
referred to herein.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting as broker to the Company in connection
with the Acquisition and the Placing and will not be responsible to any person
other than the Company for providing the protections afforded to customers of
Panmure Gordon, or for advising any such person on the contents of this
announcement or any other transaction, arrangement or matter referred to herein.

This Announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities in the United
States, Canada, Australia or Japan or any jurisdiction in which such offer or
solicitation is unlawful and should not be relied upon in connection with any
decision to acquire the Placing Shares or any other SIG securities.

The information contained in this Announcement is not for release, publication
or distribution, directly or indirectly, to persons in the United States. This
Announcement is not an offer of securities for sale into the United States. The
Placing Shares have not been and will not be registered under the US Securities
Act of 1933, as amended, or under the securities laws of any state or other
jurisdiction of the United States, and absent registration may not be offered or
sold, directly or indirectly, in the United States except pursuant to an
exemption from, or as part of a transaction not subject to, the registration
requirements of the Securities Act and the securities laws of any state or other
jurisdiction of the United States. There will be no public offering of
securities in the United States. The Placing Shares have not been and will not
be registered with any regulatory authority of any state or other jurisdiction
within the United States.

This Announcement includes 'forward-looking statements'. All statements other
than statements of historical fact included in this Announcement, including,
without limitation, any regarding SIG's financial position, business strategy,
plans and objectives of management for future operations, including, without
limitation, discussions of SIG's business and financial plans, expected future
revenues and expenditures, investments and disposals, risks associated with
changes in economic conditions, the strength of the insulation, roofing and
commercial interiors markets in the UK and Europe, fluctuations in product
prices and changes in exchange and interest rates, are forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of SIG, or industry results, to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding SIG's present and future business strategies and
the environments in which SIG will operate in the future and such assumptions
may or may not prove to be correct. There are a number of factors which could
cause actual results, performance of SIG, or industry results to differ
materially from those expressed or implied in forward looking statements. Among
the factors that could cause the actual results, performance of SIG, or industry
results to differ materially from those described in the forward looking
statements are changes in global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates, changes in tax
rates and future business combinations or dispositions. These forward-looking
statements speak only as of the date of this Announcement. SIG expressly
disclaims any obligation (except as required by the rules of the Financial
Services Authority and the London Stock Exchange) or undertaking to disseminate
any updates or revisions to any forward-looking statement contained herein to
reflect any change in SIG's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.

No statement in this announcement is intended to constitute a profit forecast,
nor should any statements be interpreted to mean that earnings or earnings per
ordinary share will necessarily be greater or lesser than those for the relevant
preceding financial periods for SIG. Rather, these statements should be
construed as references to potential enhancements to the earnings that might
otherwise have been earned during the relevant financial period.

The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom should inform
themselves, and above, any applicable requirements. This announcement has been
prepared for the purposes of complying with English law and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside England.

Appendix I contains the terms and conditions of the Placing.

Appendix II contains the definitions of certain terms used in this announcement.

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


Appendix I

TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, 'THIS ANNOUNCEMENT'), IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
AND WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE 'ORDER') OR ARE PERSONS WHO
FALL 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 ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. 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 ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES) ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE UNITED
KINGDOM, OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 ('FSMA'), BEING PERSONS FALLING WITHIN
ARTICLE 2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC (THE 'PROSPECTUS
DIRECTIVE'), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL
SERVICES AUTHORITY OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE
PURPOSE IS SOLELY TO INVEST IN SECURITIES.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT') OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND
ABSENT REGISTRATION MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR AS A PART OF A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES.

This Announcement and any offer if made subsequently is only addressed to and
directed at persons in member states of the European Economic Area ('EEA') who
are 'qualified investors' within the meaning of Article 2(1)(e) of the
Prospectus Directive ('Qualified Investors').

Persons who are invited to and who choose to participate in the Placing
(including individuals, funds or others) by making an oral offer to acquire
Placing Shares, will be deemed to have read and understood this Announcement in
its entirety and to be making such offer on the terms and conditions contained
in this Appendix, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings, in each case as contained in this
Appendix.


In particular each such Placee represents, warrants and acknowledges that:

1. it is a Relevant Person and undertakes that it will acquire, hold, manage or
   dispose of any Placing Shares that are allocated to it for the purposes of its
   business;

2. in the case of a Relevant Person in a member state of the EEA which has
   implemented the Prospectus Directive (each a 'Relevant Member State') who
   acquires any Placing Shares pursuant to the Placing:

   (i) it is a Qualified Investor; and

  (ii) in the case of any Placing Shares acquired by it as a financial intermediary, as
       that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing
       Shares acquired by it in the Placing have not been acquired on behalf of, nor
       have they been acquired with a view to their offer or resale to, persons in any
       Relevant Member State other than Qualified Investors or in circumstances in
       which the prior consent of Panmure Gordon has been given to the offer or resale;
       or (ii) where Placing Shares have been acquired by it on behalf of persons in
       any member state of the EEA other than Qualified Investors, the offer of those
       Placing Shares to it is not treated under the Prospectus Directive as having
       been made to such persons; and

3.  it is purchasing the Placing Shares for its own account or is purchasing the
    Placing Shares for an account with respect to which it exercises sole investment
    discretion and that it (and any such account) is outside the United States or it
    is a dealer or other professional fiduciary in the United States acting on a
    discretionary basis for non-US beneficial owners (other than an estate or
    trust), in reliance upon Regulation S under the US Securities Act; or if it is
    not outside the United States is a qualified institutional buyer ('QIB') as
    defined in Rule 144A under the Securities Act and has executed an investment
    letter in the form provided to it and has delivered the same to Panmure Gordon
    and the Company.

This Announcement is not an offer of securities for sale in the United States.
Placing Shares may not be offered or sold in the United States absent
registration under the Securities Act or an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. The Company
has not and does not intend to offer any securities to the public in the United
States. No money, securities or other consideration from any person inside the
United States is being solicited and, if sent in response to the information
contained in this Announcement, will not be accepted.

This Announcement does not constitute an offer to sell or issue or the
solicitation of an offer to acquire Placing Shares in the United States,
Australia, Canada or Japan or in any other jurisdiction in which such offer or
solicitation is or may be unlawful and the information contained herein is not
for publication or distribution to persons in the United States, Canada, Japan
or Australia or any jurisdiction in which such publication or distribution is
unlawful. Any failure to comply with these restrictions may constitute a
violation of US, Canadian, Australian or Japanese securities laws. Persons
receiving this Announcement (including, without limitation, custodians, nominees
and trustees) must not distribute, mail or send it in, into or from the United
States, or use the United States mails, directly or indirectly, in connection
with the Placing, and by so doing may invalidate any related purported
application for Placing Shares.

The Placing Shares referred to in this Announcement have not been and will not
be registered under the Securities Act and may not be offered, sold or
transferred within the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act. Any offering to be made in the United States will be made to a limited
number of QIBs pursuant to an exemption from registration under the Securities
Act in a transaction not involving any public offering. The Placing Shares are
being offered and sold outside the United States in accordance with Regulation S
under the Securities Act. The Placing Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States.

The distribution of this Announcement and the Placing and/or issue of the
Placing Shares in certain other jurisdictions may be restricted by law. No
action has been taken by the Company or by Panmure Gordon 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 the Company and Panmure
Gordon to inform themselves about and to observe any such restrictions.

In this Appendix, unless the context otherwise requires, Placee means a person
(including individuals, funds or others) on whose behalf a commitment to acquire
Placing Shares has been given.


Details of the Placing Agreement and the Placing Shares

Panmure Gordon has entered into a placing agreement (the 'Placing Agreement')
with the Company whereby Panmure Gordon has, on the terms and subject to the
conditions set out therein, agreed to use its reasonable endeavours as agent for
and on behalf of the Company to procure Placees for the Placing Shares and,
failing which, itself to subscribe for any unplaced Placing Shares.

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 10 pence
in the capital of the Company ('Ordinary Shares') including the right to receive
all future dividends and other distributions declared in respect of such
Ordinary Shares after the date of issue of the Placing Shares. Placees will not
be entitled to the final dividend that is to be payable to shareholders in the
Company on 29 May 2007 who were on the register of members at close of business
on 27 April 2007.


SIG Shares

SIG's ordinary shares are admitted to the Official List of the UK Listing
Authority (the 'Official List') and traded on the main market for listed
securities of London Stock Exchange plc (the 'London Stock Exchange'). The
closing price of a SIG ordinary share on the London Stock Exchange on 23 May
2007 was 1395 pence.

SIG is headquartered at Hillsborough Works, Langsett Road, Sheffield S6 2LW,
United Kingdom.


Application for listing and admission to trading

Application will be made for Admission of the Placing Shares. It is expected
that Admission will take place and dealings in the Placing Shares will commence
on 30 May 2007.


Bookbuild Process

Commencing today, Panmure Gordon will be conducting the Bookbuild Process to
determine demand for participation in the Placing. This Appendix gives details
of the terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in respect of
their agreement to acquire any Placing Shares.

Panmure Gordon will be entitled to effect the Placing by such alternative method
to the Bookbuild Process as it may, in its sole discretion, determine.


Participation in, and principal terms of, the Bookbuild Process

By participating in the Bookbuild Process and the Placing, Placees will be
deemed to have read and understood this Announcement (including this Appendix)
in its entirety and to be participating and making an offer for Placing Shares
on the terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained in this Appendix. A
further announcement will be made following the close of the Bookbuild Process
detailing the Placing Price (the 'Pricing Announcement').

Panmure Gordon (whether through itself or its Affiliates), is arranging the
Placing as an agent of the Company.

Panmure Gordon and its respective Affiliates are entitled to participate as
principal in the Bookbuild Process.

The Bookbuild Process will establish the Placing Price payable to Panmure Gordon
by all Placees. Any discount to the market price of the Ordinary Shares will be
determined in accordance with the Listing Rules as published by the Financial
Services Authority ('FSA') pursuant to Part VI of the FSMA (the 'Listing Rules')
and the guidelines issued by the Association of British Insurers and the
National Association of Pension Funds.

The books will open with immediate effect. The timing of the closing of the
books, pricing and allocations is at the discretion of Panmure Gordon and the
Company. Details of the Placing Price will be announced as soon as practicable
after the close of the Bookbuild Process.

A bid in the Bookbuild Process will be made on the terms and conditions in this
Appendix and will not be capable of variation or revocation after the close of
the Bookbuild Process.

A person who wishes to participate in the Bookbuild Process should communicate
their bid by telephone to their usual sales contact at Panmure Gordon. If
successful, an allocation will be confirmed orally to such person following the
close of the Bookbuild Process, and a conditional contract note will be
dispatched as soon as possible thereafter. Panmure Gordon's oral confirmation
will constitute a legally binding commitment upon such person (who will at that
point become a Placee) to acquire the number of Placing Shares allocated to that
Placee at the Placing Price set out in the Pricing Announcement and otherwise on
the terms and conditions set out in this Appendix and in accordance with the
Company's Memorandum and Articles of Association.

To the fullest extent permissible by law, neither Panmure Gordon nor any of
their holding companies, subsidiaries, branches, affiliates or associated
undertakings or any subsidiary, branch, affiliate or associated undertaking of
any such holding company nor any of their respective directors, officers or
employees (each an 'Affiliate') nor the Company nor any subsidiary or affiliate
of the Company shall have any liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular, neither
Panmure Gordon nor any of their Affiliates shall have any liability (including,
to the extent permissible by law, any fiduciary duties) in respect of its
conduct of the Bookbuild Process or of such alternative method of effecting the
Placing as Panmure Gordon may determine.

Each Placee's obligations will be owed to the Company and to Panmure Gordon. The
allotment and issue of Placing Shares to the Placees by the Company will be in
consideration for the transfer to the Company of certain shares in a subsidiary
of the Company ('SubsidiaryCo') by Panmure Gordon. Each Placee will have an
immediate, separate, irrevocable and binding obligation, owed to Panmure Gordon,
to pay to it (or as it may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares such Placee has
agreed to acquire. Panmure Gordon will procure the allotment by the Company of
such Placing Shares to each Placee by effecting the necessary transfer to the
Company of shares in SubsidiaryCo following each Placee's payment to Panmure
Gordon of such amount.

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


Conditions of the Placing

The Placing is conditional on the Placing Agreement becoming unconditional in
all respects and not having been terminated in accordance with its terms.

The obligations of Panmure Gordon under the Placing Agreement are conditional,
inter alia, upon:

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 for the UK, Listing Authority
    and the Admission of the Placing Shares to trading on the 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 8.00am on 30 May 2007;

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 Panmure Gordon 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 will be breached
    or unfulfilled would be untrue, inaccurate or misleading were it to be repeated
    by reference to the facts and circumstances subsisting which in any case is
    material in the context of the Placing;

3.  the Acquisition Agreement not having been terminated having lapsed in accordance
    with its terms at any time prior to Admission; and

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

If (i) any of the conditions contained in the Placing Agreement is not fulfilled
or waived in whole or in part by Panmure Gordon by the respective time or date
where specified (or such later time or date as Panmure Gordon and the Company
may agree), (ii) any such condition becomes incapable of being fulfilled and
Panmure Gordon informs the Company that it will not waive such condition or
(iii) the Placing Agreement is terminated in the circumstances specified below,
the Placing will lapse and the Placees' rights and obligations hereunder shall
cease and terminate at such time and each Placee agrees that no claim can be
made by or on behalf of the Placee (or any person on whose behalf the Placee is
acting) in respect thereof.

By participating in the Bookbuild Process, each Placee agrees that its rights
and obligations cease and terminate only in the circumstances described above
and/or under 'Right to terminate under the Placing Agreement' below and will not
be capable of rescission or termination by it.

Panmure Gordon may, in its discretion and upon such terms as it thinks fit,
waive compliance by the Company with, or extend the time and/or date for
fulfilment by the Company of, the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement, save that
the condition (b) that Admission takes place will not be waived. Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement.

Neither Panmure Gordon nor the Company shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or otherwise) in
respect of 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 to the Placing nor
for any decision it may make as to the satisfaction of any condition or in
respect of the Placing generally.


Right to terminate under the Placing Agreement

Panmure Gordon may, in its absolute discretion, by written notice given to the
Company on or prior to Admission, terminate the Placing Agreement at any time
prior to Admission if, inter alia:

1.  the Company has failed to comply with any material obligation under the Placing
    Agreement;

2.  there has been any material breach of any warranty in the Placing Agreement or
    an event occurs or is reasonably likely to occur which, if those
    representations, warranties and undertakings were repeated immediately after
    that event, would give rise to a material breach of any of them;

3.  there has been a material adverse change in or a development involving a
    prospective change in or affecting the condition (financial or otherwise),
    prospects, management shareholders' funds, earnings, results of operations or
    business affairs of the Company or any group company which is likely to
    materially adversely affect the Placing or the delivery of the Placing Shares on
    the terms and the manner contemplated in the Placing Agreement; and/or

4.  there has been (i) any material adverse change or development involving a
    prospective change, whether or not foreseeable at the date of the Placing
    Agreement, in financial, political (including an outbreak or escalation of
    hostilities or active terrorism), economic or market conditions or currency
    exchange rates or exchange controls in the United Kingdom or elsewhere; or (ii)
    any material adverse change or development involving a prospective change in
    taxation adversely affecting the Company or the transfer of ordinary shares of
    the Company (including the Placing Shares); or (iii) any other calamity or
    crisis, and in each case which would be likely to prejudice dealings in the
    ordinary shares of the Company (including the Placing Shares) ; or (iv) trading
    in any securities of the Company has been suspended or materially limited by the
    London Stock Exchange or on any other exchange or over the counter market, or if
    trading generally on the London Stock Exchange has been suspended or materially
    limited, or minimum or maximum prices for trading in securities have been fixed,
    or maximum ranges for prices have been required, by either of the aforesaid
    exchanges or by such a system or by any order of any governmental or regulatory
    authority.

If the obligations of Panmure Gordon under the Placing Agreement are terminated
in accordance with its terms, the rights and obligations of each Placee in
respect of the Placing as described in this Announcement shall cease and
terminate at such time and no claim can be made by any Placee in respect
thereof.

By participating in the Placing, each Placee agrees with Panmure Gordon that the
exercise by Panmure Gordon of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of Panmure Gordon
and that Panmure Gordon need not make any reference to any such Placee and that
Panmure Gordon shall have no liability whatsoever to any such Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in connection
with the exercise of such rights.


No Prospectus

No prospectus has been or will be submitted to be approved by the FSA in
relation to the Placing and Placees' commitments will be made solely on the
basis of the information contained in this Announcement and the announcement
made by the Company earlier today in connection with the Proposed Acquisition.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement, the Pricing Announcement and the announcements in connection with
the Proposed Acquisition released earlier today are 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 Panmure Gordon or its Affiliates or the Company and neither
Panmure Gordon nor its Affiliates nor the Company will be liable for any
Placee's decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
participating in the Placing and with respect to the Placing Shares. 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. Panmure Gordon
reserves the right to require settlement for and delivery of the Placing Shares
to Placees by such other means that it deems necessary if delivery or settlement
is not possible or practicable within the CREST system within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a conditional
contract note stating the number of Placing Shares allocated to it, the Placing
Price, the aggregate amount owed by such Placee to Panmure Gordon and settlement
instructions. Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with either the standing
CREST or certificated settlement instructions which it has in place with Panmure
Gordon.

It is expected that settlement will be on 30 May 2007 on a T+3 basis in
accordance with the instructions set out in the conditional contract note,
unless otherwise notified by Panmure Gordon.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the prevailing LIBOR as determined by Panmure Gordon.

Each Placee is deemed to agree that if it does not comply with these
obligations, Panmure Gordon may sell any or all of the Placing Shares allocated
to that Placee on such Placee's behalf and retain from the proceeds, for Panmure
Gordon's account and benefit, an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall between the net proceeds of such sale and the Placing
proceeds of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due pursuant to
the terms set out or referred to in this Announcement) which may arise upon the
sale of such Placees' Placing Shares on its behalf.

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

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


Representations and warranties

By participating in the Bookbuild Process each Placee (and any person acting on
such Placee's behalf) unless otherwise agreed by Panmure Gordon and the Company:

1.  represents and warrants that it has received and read this Announcement
    (including this Appendix) in its entirety and that its purchase of the Placing
    Shares is subject to and based upon all the terms, conditions, representations,
    warranties, acknowledgements, agreements and undertakings and other information
    contained herein;

2.  represents and warrants that it has received this Announcement solely for its
    use and has not redistributed or duplicated it;

3.  represents and warrants that it has not received a prospectus or other offering
    document in connection with the Placing and acknowledges that no prospectus or
    other offering document has been prepared in connection with the Placing;

4.  acknowledges that the ordinary shares of the Company in issue at the date of
    this Announcement are listed on the Official List, and the Company is therefore
    required to publish certain business and financial information in accordance
    with the rules and practices of the FSA (collectively, the 'Exchange
    Information'), which includes a description of the nature of the Company's
    business and the Company's most recent balance sheet and profit and loss
    account, and similar statements for preceding financial years;

5.  acknowledges that neither Panmure Gordon, nor any of its Affiliates nor the
    Company nor any of its affiliates nor any person acting on behalf of any of them
    has provided, and will not provide it with any material regarding the Placing
    Shares or the Company other than this Announcement; nor has it requested Panmure
    Gordon, nor any of its Affiliates, the Company or any of its affiliates or any
    person acting on behalf of any of them to provide it with any such information;

6.  acknowledges that the content of this Announcement is exclusively the
    responsibility of the Company and that neither Panmure Gordon, nor any of its
    Affiliates nor any person acting on behalf of Panmure Gordon or its Affiliates
    has or shall have any liability for any information, representation or statement
    contained in this Announcement or any information previously published by or on
    behalf of the Company (including, without limitation, the announcement made
    earlier today by the Company in connection with the Proposed Acquisition) and
    will not be liable for any Placee's decision to participate in the Placing based
    on any information, representation or statement contained in this Announcement
    or otherwise. Each Placee represents, warrants and agrees that the only
    information on which it is entitled to rely and on which such Placee has relied
    in committing to subscribe for the Placing Shares is contained in this
    Announcement and any Exchange Information, such information being all that it
    deems necessary to make an investment decision in respect of the Placing Shares
    and that it has relied on its own investigation with respect to the Placing
    Shares and the Company in connection with its decision to subscribe for the
    Placing Shares and acknowledges that it is not relying on any investigation that
    Panmure Gordon, any of its Affiliates or any person acting on behalf of Panmure
    Gordon or its Affiliates may have conducted with respect to the Placing Shares
    or the Company and none of such persons has made any representations to it,
    express or implied, with respect thereto;

7.  acknowledges that it has not relied on any information relating to the Company
    contained in any research reports prepared by Panmure Gordon, any of its
    Affiliates or any person acting on behalf of Panmure Gordon or its Affiliates
    and understands that neither Panmure Gordon, nor any of its Affiliates nor any
    person acting on behalf of Panmure Gordon or its Affiliates: (i) has or shall
    have any liability for public information or any representation; (ii) has or
    shall have any liability for any additional information that has otherwise been
    made available to such Placee, whether at the date of publication, the date of
    the announcement or otherwise; and (iii) makes any representation or warranty,
    express or implied, as to the truth, accuracy or completeness of such
    information, whether at the date of publication, the date of the announcement or
    otherwise;

8.  represents and warrants that it, or the beneficial owner, as applicable, is
    entitled to subscribe for and/or purchase Placing Shares under the laws of all
    relevant jurisdictions which apply to it, or the beneficial owner, as
    applicable, and that it has fully observed such laws and obtained all such
    governmental and other guarantees and other consents in either case which may be
    required there under and complied with all necessary formalities;

9.  represents and warrants that it has the power and authority to carry on the
    activities in which it is engaged, to subscribe for the Placing Shares and to
    execute and deliver all documents necessary for such subscription;

10. represents and warrants that it will be the beneficial owner of such Placing
    Shares and that the beneficial owner of such Placing Shares will not at the time
    the Placing Shares are acquired be a resident of Australia, Canada or Japan;

11. acknowledges that the Placing Shares have not been and will not be registered
    under the Securities Act or under the securities laws of any of the States of
    the United States, nor approved or disapproved by the US Securities and Exchange
    Commission, any state securities commission in the United States or any other
    United States regulatory authority, and agrees not to reoffer, resell, pledge or
    otherwise transfer the Placing Shares except (i) outside the United States in
    offshore transactions in accordance with Regulation S under the Securities Act,
    (ii) in the United States to QIBs pursuant to Rule 144A under the Securities
    Act, or (iii) pursuant to Rule 144A under the Securities Act, and in any case in
    compliance with all applicable laws;

12. acknowledges that the Placing Shares have not been and will not be registered
    under the securities legislation of the Unites States, Australia, Canada or
    Japan and, subject to certain exceptions, may not be offered, sold, taken up,
    renounced or delivered or transferred, directly or indirectly, within those
    jurisdictions;

13. represents and warrants that, if the Placing Shares were offered to it in the
    United States, in making its investment decision, (i) it has relied on its own
    examination of the Company and the terms of the Placing, including the merits
    and risks involved, (ii) it has made its own assessment of the Company, the
    Placing Shares and the terms of the Placing based on such information as is
    publicly available, (iii) it has consulted its own independent advisors or
    otherwise has satisfied itself concerning, without limitation, the effects of
    United States federal, state and local income tax laws and foreign tax laws
    generally and the US Employee Retirement Income Security Act of 1974, the US
    Investment Company Act of 1940, as amended and the Securities Act and (iv) it
    has received all information that it believes is necessary or appropriate in
    order to make an investment decision in respect of the Company and the Placing
    Shares;

14. acknowledges that the Placing Shares are being offered and sold to it in a
    transaction not involving any public offering in the United States within the
    meaning of the Securities Act, and represents and warrants that it is either (i)
    a QIB and it has duly executed an investment letter in the form provided to it,
    or (ii) subscribing for the Placing Shares is an 'offshore transaction' in
    accordance with Regulation S under the Securities Act, and if it is a QIB, (i)
    it is subscribing for the Placing Shares for its own account, or for one or more
    accounts as to each of which it exercises sole investment discretion and each of
    which accounts is a QIB, for investment purposes, and not with a view to any
    distribution or for resale in connection with the distribution thereof, in whole
    or in part, in the United States and (ii) has such knowledge and experience in
    financial and business matters as to be capable of evaluating the merits and
    risks of its investment in the Placing Shares, and it and any accounts for which
    it is subscribing Placing Shares (i) are each able to bear the economic risk of
    its or their investment in the Placing Shares, (ii) will not look to the
    above-mentioned names for all or part of any such loss or losses it or they may
    suffer, (iii) are able to sustain a complete loss on its of their investment in
    the Placing Shares, (iv) have no need for liquidity with respect to its or their
    investment in the Placing Shares and (v) have no reason to anticipate any change
    in its or their circumstances, financial or otherwise, which may cause or
    require any sale or distribution by it or them of all or any part of the Placing
    Shares;

15. acknowledges that no representation has been made as to the availability of Rule
    144 or any other exemption under the Securities Act for the reoffer, resale,
    pledge or transfer of the Placing Shares;

16. acknowledges and understands that the Placing Shares offered and sold in the
    United States are 'restricted securities' within the meaning of Rule 144(a)(3)
    under the Securities Act and represents and warrants on its own behalf and on
    behalf of any accounts for which it is acting that, so long as the Placing
    Shares are 'restricted securities', it will not deposit the Placing Shares into
    any unrestricted depositary facility established or maintained by any depositary
    bank in respect of the Ordinary Shares;    

17. represents and warrants that if it is a pension fund or investment company, its
    purchase of Placing Shares is in full compliance with applicable laws and
    regulations;

18. represents and warrants that the allocation, allotment, issue and delivery 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) and that the
    Placing Shares are not being subscribed for by it in connection with
    arrangements to issue depositary receipts or to transfer Placing Shares into a
    clearance system;

19. represents and warrants that it has complied with its obligations in connection
    with money laundering and terrorist financing under the Proceeds of Crime Act
    2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003 (the
    'Regulations') and, if making payment on behalf of a third party, that
    satisfactory evidence has been obtained and recorded by it to verify the
    identity of the third party as required by the Regulations;

20. represents and warrants that it and any person acting on its behalf is a person
    falling within Article 19(1) and/or 49(2) of the Financial Services and Markets
    Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes that it
    will acquire, hold, manage or dispose of any Placing Shares that are allocated
    to it for the purposes of its business;

21. represents and warrants that it has not offered or sold and, will not offer or
    sell any Placing Shares to persons in the United Kingdom prior to Admission
    except to 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 and which
    will not result in an offer to the public in the United Kingdom within the
    meaning of section 85(1) of the FSMA;

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

23. represents and warrants that it is a qualified investor as defined in section 86
    (7) of the FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii)
    of the Prospectus Directive;

24. represents and warrants that it has complied and will comply with all applicable
    provisions of the FSMA with respect to anything done by it in relation to the
    Placing Shares in, from or otherwise involving the United Kingdom;

25. represents and warrants that it and any person acting on its behalf is entitled
    to subscribe for the Placing Shares under the laws of all relevant jurisdictions
    and that it has all necessary capacity and has obtained all necessary consents
    and authorities to enable it to commit to participating in the Placing and to
    perform its obligations in relation thereto (including, without limitation, in
    the case of any person on whose behalf it is acting, all necessary consent and
    authorities to agree to the terms set out or referred to in this Announcement)
    and will honour such obligations;

26. undertakes that it (and any person acting on its behalf) will make payment for
    the Placing Shares allocated to 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 Panmure Gordon may in its sole
    discretion determine and it will remain liable for any shortfall below the net
    proceeds of such sale and the placing proceeds of such Placing Shares and may be
    required to bear any stamp duty for stamp duty reserve tax (together with any
    interest or penalties due pursuant to the terms set out or referred to in this
    Announcement) which may arise upon the sale of such Placee's Placing Shares on
    its behalf;

27. acknowledges that neither Panmure Gordon nor any of its Affiliates nor any
    person acting on behalf of Panmure Gordon or its Affiliates is making any
    recommendations to it, advising it regarding the suitability of any transactions
    it may enter into in connection with the Placing nor providing advice in
    relation to the Placing nor in respect of any representations, warranties,
    undertakings or indemnities contained in the Placing Agreement nor the exercise
    or performance of any of Panmure Gordon's rights and obligations thereunder
    including any rights to waive or vary any conditions or exercise any termination
    right;

28. undertakes that the person who it specifies for registration as holder of the
    Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
    Neither Panmure Gordon 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. Each Placee and any person acting on behalf of such Placee agrees
    to participate in the Placing and it agrees to indemnify the Company and Panmure
    Gordon in respect of the same on the basis that the Placing Shares will be
    credited to the CREST stock account of Panmure Gordon (CREST ID: 83801) who will
    hold them as nominee for the subscribers of such shares until settlement in
    accordance with its standing settlement instructions;

29. acknowledges that any agreements entered into by it pursuant to these terms and
    conditions shall be governed by and construed in all respects in accordance with
    English law 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 courts of
    England as regards any claim, dispute or matter arising out of any such
    contract, except that enforcement proceedings in respect of the obligation to
    make payment for the Placing Shares (together with any interest chargeable
    thereon) may be taken by the Company or Panmure Gordon 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;

30. acknowledges that Panmure Gordon may (at its absolute discretion) satisfy its
    obligations to procure Placees by itself agreeing to become a Placee in respect
    of some or all of the Placing Shares or by nominating any connected or
    associated person to do so;

31. agrees that the Company, Panmure Gordon and others will rely upon the truth and
    accuracy of the foregoing representations, warranties, acknowledgements and
    undertakings which are given to Panmure Gordon on its own behalf and on behalf
    of the Company and are irrevocable; and

32. agrees to indemnify and hold the Company and Panmure Gordon harmless from any
    and all costs, claims, liabilities and expenses (including legal fees and
    expenses) arising out of or in connection with any breach of the
    representations, warranties, acknowledgements and undertakings in this Appendix
    and further agrees that the provisions of this Appendix shall survive after
    completion of the Placing.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that
the Placing Shares are issued into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for any other
person) within the CREST system and registered in the name of such Placee or
such Placee's nominee provided that the Placing Shares are not issued to a
person whose business is or includes issuing depositary receipts or the
provision of clearance services or to an agent or nominee for any such person.

Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent or
nominee of a person to whom a depositary receipt may be issued or who will hold
the Placing Shares in a clearance service, or any arrangements subsequently to
transfer the Placing Shares, may give rise to UK stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Panmure Gordon will be
responsible and the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp
duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Panmure Gordon in the event that any of the
Company and/or Panmure Gordon has incurred any such liability to UK stamp duty
or stamp duty reserve tax.

In addition, Placees should note that they will be liable to pay any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the acquisition
by them of any Placing Shares or the agreement by them to acquire any Placing
Shares. All times and dates in this Announcement may be subject to amendment.
Panmure Gordon shall notify the Placees and any person acting on behalf of the
Placees of any changes.

This Announcement has been issued by the Company and is the sole responsibility
of the Company.

Panmure Gordon is acting for the Company and no-one else in connection with the
Placing and other matters referred to in this Announcement, and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the Placing or
any other matter referred to in this Announcement. Any prospective Placee is
recommended to seek its own professional advice.

When a Placee or person acting on behalf of the Placee is dealing with Panmure
Gordon, any money held in an account with Panmure Gordon 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 FSA made under the
FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Panmure Gordon's money in accordance with the client
money rules and will be used by Panmure Gordon in the course of its own
business; and the Placee will rank only as a general creditor of Panmure Gordon.

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. Panmure
Gordon shall notify the Placees and any person acting on behalf of the Placees
of any changes.


Appendix II

DEFINITIONS

'Acquisition'                           the proposed acquisition by SIG of
                                        Lariviere;

'Acquisition Agreement'                 the sale and purchase agreement to be
                                        entered into between, amongst others,
                                        SIG and AXA relating to the
                                        Acquisition;

'AXA'                                   AXA Private Equity;

'Board'                                 the Board of Directors;

'SIG' or 'the Company'                  SIG plc;

'Completion'                            completion of the Acquisition in
                                        accordance with the terms of the
                                        Acquisition Agreement;

'Directors'                             the directors of the Company and
                                        'Director' means any one of them;

'EBITDA'                                earnings before interest, tax,
                                        depreciation and amortisation;

'Enlarged Group'                        the SIG Group as enlarged by the
                                        Acquisition;

'Lazard'                                Lazard & Co., Limited;

'Panmure Gordon'                        Panmure Gordon (UK) Limited;

'Placing'                               the placing with institutional
                                        investors of new ordinary shares of 10
                                        pence each in SIG;

'Lariviere'                             Lariviere SAS;

'Lariviere Equity'                      equity (shares, warrants) and debt
                                        (convertible bonds) securities
                                        representing, or giving the right (by
                                        way of subscription or conversion), to
                                        100 per cent. of the entire issued
                                        share capital and voting rights of
                                        Financiere du Toit and Le Toit des
                                        Cadres, the ultimate holding companies
                                        of Lariviere which hold, through a
                                        sub-holding company (Financiere
                                        Lariviere), 100 per cent. of the entire
                                        issued share capital and voting rights
                                        of Lariviere SAS;

'Workers Consultation'                  the consultation by Lariviere with its
                                        workers council (comite d'entreprise)
                                        in connection with the Acquisition,
                                        required under French law to be carried
                                        out before the Acquisition Agreement is
                                        entered into.




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