Tesco Announces Share Placing

Tesco PLC
13 January 2004


Tuesday 13 January 2004

This announcement does not and these materials do not constitute an offer to
sell or issue or the solicitation of an offer to buy or subscribe for ordinary
shares in the capital of the Company in the United States, Canada, Australia,
Japan or in any jurisdiction in which such offer or solicitation is unlawful and
the information contained herein is not for publication or distribution,
directly or indirectly, to persons in the United States, Canada, Australia,
Japan or any jurisdiction in which such publication or distribution is unlawful.


                         TESCO ANNOUNCES SHARE PLACING

Tesco today announces a placing of new ordinary shares to give it the
flexibility and firepower to take advantage of the further opportunities arising
from its increasingly successful four-part strategy for growth.

The placing is of up to 315 million new ordinary shares, representing
approximately 4.4% of Tesco's issued share capital valued, based on yesterday's
closing price, at around £810 million. In addition the placing includes an over
allotment option of 45 million new ordinary shares.

Tesco's organic growth rate is amongst the best of any major retailer. Today's
Christmas Trading Statement, for the seven weeks to 3 January 2004, demonstrates
that this momentum continues with group sales up 16.7% and UK sales up 15.4%,
including strong Like for Like sales up 7.5%. The placing will enable Tesco to
capitalise fully on its strong growth prospects and the opportunities in all
four areas of its business. Tesco has expanded strongly through organic
investment and recently made a number of small and medium sized acquisitions in
the UK, Poland, Japan and Turkey.

To take advantage of these profitable opportunities, Tesco is further
strengthening its balance sheet through today's placing. This is part of a wider
funding programme which includes improvements in managing working capital and
some carefully controlled realisation of value from Tesco's property portfolio,
the combination of which is expected to provide an amount similar to that raised
by the placing. All of these measures will also reduce debt in the short-term
and support the continuation of Tesco's strong credit rating as the business
grows.

Commenting on the placing, Tesco Chief Executive, Terry Leahy said: 'Customers
have given us a great Christmas as today's figures show. All parts of our
long-term strategy for growth are delivering. Now is the right time to
strengthen our finances further so that we can take full advantage of the
opportunities available. This placing will give Tesco the firepower and
flexibility to stay ahead and to maximise the full potential of our four-part
growth strategy.'

TESCO'S STRATEGY

In the UK core business, where Tesco continues to see significant areas for
growth, the new funding programme will ensure that Tesco can maximise the
opportunities arising in three key areas:

• Non-food - Tesco will accelerate its successful store extension and
  replacement programme. Tesco already has around 80 Extra stores offering our
  largest range of food and non-food products. By creating more Extras Tesco
  can expand further into non-food areas such as clothing and health and
  beauty where it continues to build market share at home and abroad.

• Convenience - Tesco will take its popular Express format, where we
  already have over 200 stores, to even more neighbourhoods around the UK.

• Safeway Stores - Tesco will be well placed to acquire a number of stores
  to be divested as a result of the sale of Safeway, enabling more customers
  to experience the Tesco offer.

In retailing services the funding will enable Tesco to continue seeking
innovative ways to make it a one-stop shop for all customer needs. The
popularity of Tesco Personal Finance and Tesco Mobile prove that there is
growing customer demand for simple supermarket style offers in these markets.

Internationally the new funding will help Tesco move to the number one spot in
more of its 11 overseas markets. There are opportunities beyond Tesco's initial
expectations and where Tesco has scale in a country and a market leading
position, returns on investment are enhanced. In Tesco's lead markets of
Hungary, Thailand and Korea, cash returns on investment (CROI) for stores open
more than a year are already around 15%. Developing new stores and taking new
formats such as Express and product ranges such as Value overseas should
therefore provide new and faster growth.

Tesco first set out its strategy for growth six years ago. It is a simple
strategy that has been well executed and delivered strong profit growth. In this
period Tesco's business has been transformed and the potential for further
growth is considerable. This funding programme will help Tesco stay ahead and
continue to seek new and innovative opportunities for growth consistent with its
strategy.

FINANCIAL PERFORMANCE

Tesco has grown underlying profits by an average of 13.6% per year in the last
three years. The placing will help Tesco to invest in all four areas of its
strategy and to deliver strong levels of profitable growth in the future.

A key management objective is to increase the return on capital employed (ROCE).
Tesco believes it could increase its post-tax ROCE of 10.2% in the 2002/3
financial year (equivalent to 15% CROI)* by up to 200 basis points over five
years on current plans.

Tesco's dividends have increased by an average of 11.4% per year over the last
three years. Tesco expects to continue its policy of strong dividend growth,
whilst continuing to build cover, as the business develops.

The placing is designed to ensure that the Company's momentum is sustained.
Accordingly, whilst the effect on projected earnings per share will be mildly
dilutive in the first year, the placing is designed to allow Tesco's successful
growth record to continue for the benefit of all shareholders.

Details of the placing:

Tesco has today announced its intention to place up to 315 million new ordinary
shares (the 'Initial Placing Shares'), representing approximately 4.4% of its
issued share capital, with institutional investors. Tesco has also granted to
Cazenove & Co. Ltd ('Cazenove'), on behalf of the Joint Bookrunners, an
over-allotment option of up to 45 million additional new ordinary shares (the
'Option Placing Shares'). The Initial Placing Shares and the Option Placing
Shares (together the 'Placing Shares') represent approximately 5% of the issued
share capital of Tesco.

Cazenove and Deutsche Bank AG London ('Deutsche Bank') are acting as Joint
Bookrunners and Joint Lead Managers for the equity fundraising. Cazenove is also
acting as Sponsor, Stabilisation Agent and Global Co-ordinator to the Placing.
The proposed issue of Placing Shares will take place at a price established
through an accelerated bookbuilding process. It is expected that the books will
close no later than 4:30pm (G.M.T.) on 13 January 2004. The Placing will take
place in accordance with the terms and conditions set out in the Appendix to
this announcement.

The Placing Shares will be credited as fully paid and will rank equally in all
respects with the existing ordinary shares of 5 pence each in the share capital
of Tesco, including the right to receive all dividends and other distributions
declared, made or paid after the date of issue of the Placing Shares.
Application will be made to the United Kingdom Listing Authority for the Placing
Shares to be admitted to the official list maintained by the United Kingdom
Listing Authority, and for such shares to be admitted to trading by the London
Stock Exchange plc and the Irish Stock Exchange Limited on their markets for
listed securities.

*ROCE Calculation Footnote:

This is a standard calculation based on current accounting standards and tax
rules.

Numerator:          Profit before interest, less tax

Denominator:        Average of opening and closing:
                    Net intangibles
                    Add net tangible fixed assets
                    Add net investments in JVs and associates
                    Add net working capital
                    Add long term provisions

CROI/ROCE Reconciliation Footnote:

For individual projects we will assess projects using CROI and for group returns
we will now move to using ROCE. The reconciliation for 2002/3 is as follows:

                                                                             %
                                                                          ----
Group CROI 2002/3                                                         15.0

Less:                       Accumulated depreciation                      (0.5)
                            and amortisation.
                            Tax and deferred tax provision                (3.9)

Add back:                   dividend creditors                            (0.4)
                                                                          ----
Group post tax ROCE 2002/3                                                10.2
                                                                          ---- 


For further information:

Tesco plc:

Lucy Neville-Rolfe                       Tel: [phone]
Steve N Butler                           Tel: [phone]
Jonathan Church                          Tel: [phone]

Cazenove & Co. Ltd:                      Tel: [phone]
John Paynter
Julian Cazalet

Deutsche Bank AG London                  Tel: [phone]
Charlie Foreman
Phil Cowdy


This announcement does not constitute an invitation to underwrite, subscribe for
or otherwise acquire or dispose of any Tesco Shares. Past performance is no
guide to future performance and persons needing advice should consult an
independent financial adviser.

This announcement is not for distribution, directly or indirectly, in or into
the United States. This announcement is not an offer of Tesco Shares for sale
into the United States. The Tesco Shares have not been and will not be
registered under the U.S. Securities Act of 1933 and may not be offered or sold
in the United States unless they are registered or exempt from registration.
There will be no public offer of Tesco Shares in the United States.

Cazenove is acting for Tesco in connection with the Placing and no one else and
will not be responsible to anyone other than Tesco for providing the protections
afforded to clients of Cazenove nor for providing advice in relation to the
Placing.

Deutsche Bank is acting for Tesco in connection with the Placing and no one else
and will not be responsible to anyone other than Tesco for providing the
protections afforded to clients of Deutsche Bank nor for providing advice in
relation to the Placing.


APPENDIX

IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING OR
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESSES AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(1) 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 ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

If you choose to participate in the 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 the terms and conditions, and to be
providing the representations, warranties and acknowledgements, contained in
this Appendix. In particular you represent, warrant and acknowledge that you:

1. 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

2. Are outside the United States or you are a Qualified Institutional Buyer
('QIB').

This announcement does not and these materials do not constitute an offer to
sell or issue or the solicitation of an offer to buy or subscribe for ordinary
shares in the capital of the Company in the United States, Canada, Australia,
Japan or in any jurisdiction in which such offer or solicitation is unlawful and
the information contained herein is not for publication or distribution,
directly or indirectly, to persons in the United States, Canada, Australia,
Japan or any jurisdiction in which such publication or distribution is 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 qualified under any applicable state statutes and may not be
offered, sold or transferred within the United States (including its territories
and possessions) or to or for the benefit of, directly or indirectly, any US
Persons (as that term is defined under Regulation S under the Securities Act),
except pursuant to registration or exemption. Any offering to be made in the
United States will be made to a limited number of QIBs within the meaning of
Rule 144A 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 reliance on 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 or other regulatory
authority, nor have the foregoing authorities passed upon or endorsed the merits
of this offering or the accuracy or adequacy of the offering materials. Any
representation to the contrary is unlawful.

The distribution of this announcement and the placing and/or issue of ordinary
shares in the capital of the Company in certain jurisdictions may be restricted
by law. No action has been taken by the Company, Cazenove or Deutsche Bank that
would permit an offer of such ordinary shares or possession or distribution of
this announcement or any other offering or publicity material relating to such
ordinary shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Company, Cazenove or Deutsche Bank to inform themselves about and to observe any
such restrictions.

Details of the Placing Agreement and the Placing Shares

Cazenove and Deutsche Bank (together the Managers) have entered into a placing
agreement (the Placing Agreement) with the Company whereby each of the Managers
has, subject to the conditions set out therein, undertaken severally to use its
reasonable endeavours as agent of the Company to procure Placees to subscribe
for the Placing Shares.

The Placing Shares will be credited as fully paid and will rank equally in all
respects with the existing issued ordinary shares of 5 pence each in the capital
of the Company including the right to receive all dividends and other
distributions declared, made or paid in respect of such ordinary shares after
the date of issue of the Placing Shares.

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

Application for listing and admission to trading

Application will be made to the UK Listing Authority (the 'UKLA') for admission
of the Placing Shares to the Official List maintained by the UKLA (the 'Official
List') and to the London Stock Exchange and the Irish Stock Exchange for
admission to trading of the Placing Shares on their markets for listed
securities. It is expected that dealings in the Initial Placing Shares will
commence no later than 19 January 2004.

Bookbuild

Commencing today each of the Managers will be conducting an accelerated
bookbuilding process (the Bookbuilding Process) for participation in the
Placing. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Bookbuilding Process. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.

How to participate in the Bookbuilding Process

If you wish to participate in the Bookbuilding Process you should communicate
your bid by telephone to your usual sales contact at Cazenove or Deutsche Bank.
If successful, your allocation will be confirmed to you orally following the
close of the Bookbuilding Process, and a conditional contract note will be
dispatched as soon as possible thereafter. The relevant Manager's oral
confirmation to you, following completion of the bookbuilding process, will
constitute a legally binding commitment upon you to subscribe for the number of
Placing Shares allocated to you on the terms and conditions set out in this
Appendix and in accordance with the Company's Memorandum and Articles of
Association. The Managers will make a further announcement following the close
of the Bookbuilding Process detailing the number of Placing Shares to be issued
and the price at which the Placing Shares have been placed.

Principal terms of the Bookbuilding Process

Each of Cazenove and Deutsche Bank is arranging the Placing severally as an
agent of the Company.

Participation will only be available to persons invited to participate by either
of the Managers. Each of the Managers is entitled to enter bids as principal in
the Bookbuilding Process.

The Bookbuilding Process will establish a single price (the Placing Price)
payable by all Placees. The Placing Price will be agreed between the Managers
and the Company following completion of the Bookbuilding Process and any
discount to the market price of the ordinary shares of the Company will be
determined in accordance with the Listing Rules and IPC guidelines. The Placing
price will be announced (the 'Pricing Announcement') on the Regulatory News
Service no later than 14 January 2004.

To enter a bid into the Bookbuilding Process, you should communicate your bid by
telephone to your usual sales contact at Cazenove or Deutsche Bank. Your bid
should state the number of Placing Shares for which you wish to subscribe at
either the Placing Price which is ultimately established by the Company and the
Managers or at prices up to a price limit specified in your bid.

Each of the Managers reserves the right not to accept bids or to accept bids in
part rather than in whole. The acceptance of bids shall be at each of the
Manager's absolute discretion.

The Bookbuilding Process is expected to close no later than 4.30 p.m. (G.M.T.)
on 13 January 2004, but may be closed earlier at the sole discretion of the
Managers. Each of the Managers may, at its sole discretion, accept bids that are
received after the Bookbuilding Process has closed.

A bid in the Bookbuilding Process will be made on the terms and conditions in
this Appendix and will be legally binding on the Placee by which, or on behalf
of which, it is made and will not be capable of variation or revocation after
the close of the Bookbuilding Process.

Conditions of the Placing

The Placing is conditional on admission of the Initial Placing Shares to the
Official List maintained by the United Kingdom Listing Authority becoming
effective and the admission of the Initial Placing Shares to trading on the
London Stock Exchange's market for listed securities becoming effective and the
commencement of trading of the Initial Placing Shares on such market following
admission by no later than 8am on 19 January 2004 (or such later time and/or
date as the Company and Cazenove (on behalf of the Managers) may agree).

If, (a) the conditions above are not satisfied or waived by both Managers within
the stated time period or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and your rights and
obligations hereunder shall cease and determine at such time and no claim can be
made by you in respect thereof.

By participating in the Bookbuilding Process you agree that your rights and
obligations hereunder terminate only in the circumstances described above and
will not be capable of rescission or termination by you. The Managers reserve
the right (with the agreement of the Company) to waive or to extend the time and
/or date for fulfilment of any of the conditions in the Placing Agreement. Any
such extension or waiver will not affect Placees' commitments. Neither of the
Managers 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 in the Placing Agreement.

Right to terminate under the Placing Agreement

Cazenove, on behalf of the Managers, will be entitled in its absolute discretion
by notice in writing to the Company prior to commencement of trading in the
Initial Placing Shares to terminate their obligations under the Placing
Agreement if:

a. the Company is in breach of any of its obligations under the Placing
Agreement in a manner which Cazenove, on behalf of the Managers, reasonably
regards as material in the context of the Placing, having paid due regard to,
amongst other matters, the interests of the Company; or

b. any of the warranties or undertakings given by the Company in the Placing
Agreement was, or if repeated at any time up to commencement of trading in the
Initial Placing Shares (by reference to the facts and circumstances then
existing) would be untrue, inaccurate or misleading in any respect which they
reasonably regard as material in the context of the Placing, having paid due
regard to, amongst other matters, the interests of the Company.

By participating in the Bookbuilding Process you agree with the Managers that
the exercise by Cazenove, on behalf of the Managers, of any right or termination
or other discretion under the Placing Agreement shall be within the absolute
discretion of Cazenove, on behalf of the Managers, and that the Managers need
make no reference to you and shall have no liability to you whatsoever in
connection with any such exercise.

Global Co-ordinator's option

The Company has granted Cazenove, on behalf of the Managers, an option
exercisable (on one occasion only) no later than the close business on 15
February 2004 (with settlement no later than 18 February 2004) to require it to
allot and issue at the Placing Price (before deduction of commissions) up to 45
million new ordinary shares.

No Prospectus

No prospectus has 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 and today's Christmas trading
statement (the 'Trading Statement'). Each Placee, by accepting a participation
in the Placing, agrees that the content of this announcement, the Trading
Statement and the Pricing Announcement is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any other
information, representation, warranty or statement made by or on behalf of
either of the Managers or the Company and neither of the Managers will be liable
for any Placee's decision to accept this invitation to participate in the
Placing based on any other information, representation, warranty or statement.
Each Placee acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.

Registration and Settlement

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

If you are allocated any Placing Shares in the Bookbuilding Process you will be
sent a conditional contract note. Settlement will be on a T+3 basis. Interest is
chargeable daily on payments to the extent that value is received after the due
date at the rate of 5 percentage points above prevailing LIBOR.

If you do not comply with these obligations, the relevant Manager 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 any transaction in the Placing
Shares on your behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, please
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 your name or that of your nominee or
in the name of any person for whom you are contracting as agent or that of a
nominee for such person, such Placing Shares will, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp duty reserve
tax. You will not be entitled to receive any fee or commission in connection
with the Placing.

Representations and Warranties

By participating in the Bookbuilding Process you (and any person acting on your
behalf):

1. represent and warrant that you have read this announcement;

2. acknowledge that the content of this announcement, the Trading Statement and
the Pricing Announcement is exclusively the responsibility of the Company;

3. represent and warrant that the only information upon which you have relied in
committing yourself to subscribe for the Placing Shares is that contained in
this announcement and the Trading Statement and confirm that you have neither
received nor relied on any other information, representation, warranty or
statement made by or on behalf of the Company or either of the Managers;

4. you represent and warrant that you are not , or at the time the Placing
Shares are subscribed and purchased will not be subscribing on behalf of a
resident of Australia, Canada or Japan;

5. acknowledge that the Placing Shares have not been and will not be registered
under the securities legislation of 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 Australia, Canada or Japan;

6. represent and warrant that you are entitled to subscribe for and/or purchase
Placing Shares under the laws of all relevant jurisdictions which apply to you
and that you have fully observed such laws and obtained all such governmental
and other guarantees and other consents which may be required thereunder and
complied with all necessary formalities;

7. 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 (Regulation
S);.

8. 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;

9. represent and warrant that you (a) are not in the United States (within the
meaning of Regulation S) and are subscribing for the shares in an offshore
transaction in accordance with Regulation S or (b) are a QIB;

10. represent and warrant that so long as the Placing Shares are 'restricted
securities' within the meaning of Rule 144(a)(3) under the Securities Act, you
will not deposit the Placing Shares into any depositary receipt facility
maintained by any depositary bank in respect of the Company's ordinary shares;

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

12. if you are in the UK, you represent and warrant that you have complied with
your obligations in connection with money laundering under the Criminal Justice
Act 1993, the Money Laundering Regulations (1993) (the Regulations) and, if you
are making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by you to verify the identity of the third party as
required by the Regulations;

13. represent and warrant that you fall within paragraph 3(a) of Schedule 11 to
the Financial Services and Markets Act 2000 (FSMA), being a person whose
ordinary activities involve you in acquiring, holding , managing or disposing of
investments (as principal or agent) for the purposes of your business, and
within Article 19 and/or 49 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001, as amended, 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;

14. 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 and which will
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995, as amended;

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

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

17. 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).

18. undertake that you will pay for the Placing Shares acquired by you 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
at such price as each of the Managers determines.

19. acknowledge that participation in the Placing is on the basis that, for the
purposes of the Placing, you are not and will not be clients of either of the
Managers and that neither of the Managers has duties or responsibilities to you
for providing the protections afforded to their clients or for providing advice
in relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement.

20. undertake that the person who you specify for registration as holder of the
Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as the
case may be. Neither of the Managers 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 the
Placee agrees to subscribe on the basis that the Placing Shares will be allotted
to the CREST stock account of either of the Managers who will hold them as
nominee on behalf of the Placee until settlement in accordance with its standing
settlement instructions.

21. acknowledge that any agreements entered into by the Placee pursuant to these
terms and conditions shall be governed by and construed in accordance with the
laws of England and you submit (on behalf of yourself and on behalf of any
Placee on whose behalf you are acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract. The Company, the Managers and others will rely upon the truth and
accuracy of the foregoing representations, warranties and acknowledgements.

The agreement to settle your subscription (and/or the subscription 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 a subscription 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 either of the Managers
will be responsible. If this were the case, you should take your own advice and
notify the relevant Manager accordingly.

Stabilisation/FSA.


END




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