Acquisition & Placing

Provident Financial PLC
18 December 2002

Embargoed until 7.00 a.m.

18 December 2002

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

                            Provident Financial plc

 Acquisition of Yes Car Credit and proposed placing of new ordinary shares to
                      raise approximately £50 million

Summary


•   Provident Financial has acquired Yes Car Credit, a leading UK provider of 
    car finance in the sub-prime credit market. The consideration for
    the acquisition comprises a fixed element of £53 million and a deferred 
    element of up to £88 million calculated on the basis of Yes Car Credit's 
    average profits for 2002 and 2003 and payable primarily on 30 June 2004. 
    Further details of the deferred consideration are set out in Appendix 1.

•   Yes Car Credit, founded in 1997, has grown rapidly to become one of
    the UK's leading car finance companies serving the sub-prime market. The
    business is focussed on generating profitable finance contracts. It has a
    unique, credit-led, integrated business model under which it sells its 
    customers a package of a car, financing and related insurance products.  In 
    the year ended 31 December 2001, Yes Car Credit had turnover of £153 million
    and arranged finance for over 24,000 cars.

•   Yes Car Credit has continued to grow rapidly during 2002. Turnover
    for the 10 months to 31 October 2002 of £181 million was 19 per cent. higher
    than the figure for the whole of 2001, and net customer receivables at 31
    October 2002 of £158 million were 54 per cent. higher than the figure at 31
    December 2001. On a pro forma basis, assuming the benefit of Provident
    Financial's debt funding costs, Yes Car Credit would have reported unaudited
    profit before tax of £4.0 million in the 10 months to 31 October 2002.

•   Whilst Yes Car Credit has expanded rapidly, its profitability has
    been constrained by the limited financial resources available to it. Only 75
    per cent. of cars sold are financed in-house and the business has only 
    partial geographic coverage of the UK market through its 21 branches. Under 
    Provident Financial's ownership and with the financial support Provident 
    Financial can provide, Yes Car Credit will be able to expand its branch 
    network and to increase the proportion of sales which are financed in-house.
    As a result, further significant growth in customers, receivables and 
    revenue is expected.

•   Provident Financial's UK home credit division and Yes Car Credit
    serve similar customers. For many of these customers, taking out a loan to 
    buy a car is one of the largest and most important credit transactions they 
    will undertake. The car finance market is a growing one of significant size 
    in which Provident Financial is not represented and in which it now intends 
    to establish a leading position through the acquisition and subsequent 
    development of Yes Car Credit.

•   Provident Financial aims to be a leading international provider of
    simple financial services to average and below average income households.
    International expansion and a broadening of the product range are key 
    elements of this strategy. In recent years, the group has focussed on 
    developing home credit businesses in central Europe. This has proved to be 
    successful and Provident Financial's international division, which now 
    serves 900,000 customers, is growing quickly and is increasingly profitable.
    The acquisition of Yes Car Credit is a significant development of the second
    element of Provident Financial's strategy and represents an important 
    broadening of the group's product range for the UK market.

•   It is intended that the acquisition consideration and the re-financing of 
    the borrowings of Yes Car Credit will be financed by existing and new debt 
    facilities, together with a placing of new ordinary shares to raise
    approximately £50 million through an accelerated bookbuilding to be jointly
    managed by Dresdner Kleinwort Wasserstein and Merrill Lynch International.

•   The acquisition and placing, taken together, are expected to result in a 
    modest enhancement to earnings per share (before the amortisation of 
    goodwill) in 2003, with increasing enhancement thereafter.

•   Dresdner Kleinwort Wasserstein is acting as sole financial adviser
    to Provident Financial in respect of the acquisition. The joint brokers to
    Provident Financial, Dresdner Kleinwort Wasserstein and Merrill Lynch
    International, are acting as joint lead managers and bookrunners to the 
    placing.

Robin Ashton, Chief Executive of Provident Financial, said:

'Yes Car Credit is an innovative car finance company with a unique business
model focussed on a customer base similar to Provident Financial's. We are
delighted to welcome to the Provident Financial Group Yes Car Credit's
management team, which has grown the business successfully since its foundation.
We believe Yes Car Credit has excellent prospects as part of Provident
Financial.'

This summary should be read in conjunction with the full text of the
announcement set out below.

There will be a briefing for analysts and institutional investors at 09:30 a.m.
today at Dresdner Kleinwort Wasserstein, 20 Fenchurch Street, London EC3P 3DB.


Enquiries:
Provident Financial                                                01274 731 111
Robin Ashton                       Chief Executive
John Harnett                       Finance Director
David Stevenson                    Communications Manager

Dresdner Kleinwort Wasserstein                                     020 7623 8000
Henry Somerset
Michael Lamb
Jonathan Roe

Merrill Lynch International                                        020 7996 1000
Rupert Hume-Kendall
Rupert Evenett
Joshua Critchley

Bell Pottinger Financial                                           020 7861 3232
Jonathon Brill


This announcement has been issued by Provident Financial and is the sole
responsibility of Provident Financial.  This announcement is for information
purposes only and does not constitute an offer or an invitation to acquire or
dispose of any securities or investment advice.  This announcement does not
constitute an offer to sell or issue or the solicitation of an offer to buy or
acquire ordinary shares in the capital of Provident Financial in the United
States, Canada, Australia or Japan or in any jurisdiction in which such an offer
or solicitation is unlawful.  The new ordinary shares referred to in this
announcement have not been and will not be registered under the US Securities
Act of 1933 and, subject to certain exceptions, may not be offered or sold
within the United States.  No public offering of securities will be made in the
United States.

Dresdner Kleinwort Wasserstein Limited is acting for Provident Financial and for
no one else in connection with the acquisition and will not be responsible to
anyone other than Provident Financial for providing the protections afforded to
clients of Dresdner Kleinwort Wasserstein Limited or for providing advice in
relation to the acquisition.

Dresdner Kleinwort Wasserstein Securities Limited and Merrill Lynch
International are acting exclusively for Provident Financial and no one else in
connection with the placing and will not be responsible to anyone other than
Provident Financial for providing the protections afforded to clients of
Dresdner Kleinwort Wasserstein Securities Limited and Merrill Lynch
International nor for providing any advice in relation to the Placing or any
other matters referred to in this announcement.

Neither this document nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into the United States, Canada,
Australia or Japan.  Any failure to comply with this restriction may constitute
a violation of United States, Canadian, Australian or Japanese securities laws.

This announcement includes 'forward-looking statements'.  All statements other
than statements of historical facts included in this announcement, including,
without limitation, those regarding Provident Financial's and Yes Car Credit's
financial position, business strategy, plans and objectives of management for
future operations (including development plans and objectives relating to
Provident Financial's and Yes Car Credit's products and services) are
forward-looking statements.  Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could cause the
actual results, performance or achievements of Provident Financial and Yes Car
Credit to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements.  Such
forward-looking statements are based on numerous assumptions regarding Provident
Financial's and Yes Car Credit's present and future business strategies and the
environment in which Provident Financial and Yes Car Credit will operate in the
future.  These forward-looking statements speak only as at the date of this
announcement.  Provident Financial and Yes Car Credit expressly disclaim any
obligation (other than pursuant to the Listing Rules of the UK Listing
Authority) or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change in Provident
Financial's and Yes Car Credit's expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement is based.


18 December 2002


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


                            Provident Financial plc


 Acquisition of Yes Car Credit and proposed placing of new ordinary shares to
                        raise approximately £50 million


1.       Introduction


The Board of Provident Financial plc ('Provident Financial') announces that it
has acquired the entire issued share capital of the group of companies which own
and operate Yes Car Credit ('the Acquisition'), the car finance business
focussed on the sub-prime credit market. The vendors comprise the senior
management team of Yes Car Credit ('the Senior Management'), together with
various Candover funds, The Royal Bank of Scotland Group plc and a number of
individual investors unconnected to Yes Car Credit (together 'the Institutional
Vendors').

The consideration payable under the terms of the acquisition agreement comprises
a fixed element of £53.1 million and a deferred element of up to a maximum of
£88.0 million based on the average profit of Yes Car Credit for the years ending
31 December 2002 and 31 December 2003 and payable primarily on 30 June 2004.
Further details of the consideration are set out in paragraph 5 below and in
Appendix 1.

To finance in part the acquisition consideration and the re-financing of the
borrowings of Yes Car Credit, Provident Financial is seeking to raise
approximately £50 million before expenses by way of an accelerated book built
placing ('the Placing') of new ordinary shares ('the Placing Shares'). Further
details of the Placing are set out in paragraph 6 below.


2.      Information on Yes Car Credit


Yes Car Credit is one of the UK's leading car finance companies focussing on the
sub-prime market and has a strong record of growth since being founded by its
current management team in 1997.  Since then Yes Car Credit has financed the
purchase of over 47,000 cars. It currently has 34,000 customers and operates
from 21 branches in the UK. In the year ended 31 December 2001 Yes Car Credit
had turnover of £152.6 million and arranged finance for over 24,000 cars.

Yes Car Credit focusses on generating profitable finance contracts. Yes Car
Credit has an innovative credit-led business model which is unique in the UK. It
provides an integrated package of car, financing and related insurance products.
This approach is attractive to customers and enables it to generate profits from
the sale of the car, from the customer finance contract and from the sale of
related insurance products.

Yes Car Credit focusses predominantly on supplying and financing three to five
year-old cars for customers in the UK, typically using a standard 48-month
contract. Customers are acquired via  national press and television advertising
and, increasingly, the Internet, using the Yes Car Credit brand.

Operating statistics for the business for the years ended 31 December 2000 and
31 December 2001 and for the 10 months ended 31 October 2002 are set out below:


                                                   Year ended 31       Year ended 31       10 months ended
                                                   December 2000       December 2001       31 October 2002


Weighted average number of branches                         8                   13                  18

Car unit sales                                           12,718              24,049             26,276

Number of finance contracts written                       8,356              16,035             19,592

Percentage of car unit sales financed in-house            65.7%               66.7%              74.6%



The audited consolidated results of the companies operating Yes Car Credit for
2000 and 2001 and the unaudited pro forma results for the 10 months ended 31
October 2002 are summarised below:


                                                      Year ended 31       Year ended 31      Pro forma 10
                                                      December 2000       December 2001     months ended 31
                                                                                             October 2002
                                                           £m                  £m                 £m


Turnover                                                  79.8                152.6              181.4

(Loss)/profit before tax                                 (3.1)(a)             (1.6)(a)             4.0(b)

Net receivables                                           51.8                102.6              157.7(c)

Gross borrowings                                          62.7                118.1              178.0

Deferred revenue                                          31.9                 62.4               93.3

Net liabilities                                           (7.2)(a)             (8.8)              (7.4)(d)




(a) The audited consolidated loss before tax for the year ended 31 December 2001
was £5.0 million (2000 - loss of £0.5 million). This loss for the year ended 31
December 2001 is stated after a £3.4 million additional bad debt provision in
respect of prior years. This comprised £0.8 million for 1999 and £2.6 million
for 2000. The losses before tax shown in the above table have been restated so
as to attribute this additional bad debt provision to the relevant year. After
this restatement, the bad debt charge was £12.9 million for the year ended 31
December 2001 (2000 - £7.1 million). The bad debt charge for the 10 months ended
31 October 2002 was £16.4 million. The audited net liabilities as at 31 December
2000 were £3.8 million. The figure shown in the above table for net liabilities
as at 31 December 2000 is adjusted for the additional £3.4 million bad debt
provision referred to above.

(b) The £4.0 million unaudited pro forma profit before tax for the 10 months
ended 31 October 2002 shown in the above table is based on an unaudited loss
before tax of £1.0 million shown in Yes Car Credit's accounts, adjusted for the
benefit of the reduced debt financing costs that would have been available if
Yes Car Credit had been owned by Provident Financial throughout this period.

(c) The unaudited net receivables as at 31 October 2002 are based on gross
receivables of £264.8 million and are stated after the deduction of a deferred
revenue provision of £93.3 million and a £13.8 million provision for bad debts.

(d) The unaudited net liabilities as at 31 October 2002 comprise: fixed assets
£3.7 million, plus vehicle stock £10.5 million, plus net receivables of £157.7
million, less gross borrowings £178.0 million less other net liabilities £1.3
million.


3.      Background to and reasons for the Acquisition


Provident Financial aims to be a leading international provider of simple
financial services to average and below average income households. It is the
market leader in the home credit market in the UK and Republic of Ireland with a
total of 1.6 million customers served by 12,600 agents.  It also owns a car
insurance underwriter that focusses on non-comprehensive cover for women drivers
and second cars, which, as at 30 June 2002, had 855,000 policyholders.
International expansion and a broadening of the product range are key elements
of the group's strategy. In recent years, the group has focussed on establishing
and developing home credit businesses in central Europe. This has proved to be
successful and Provident Financial's international division, which now serves
900,000 customers, is growing quickly and is increasingly profitable. The
acquisition of Yes Car Credit is a significant development of the second element
of the strategy and represents an important broadening of the group's product
range for the UK market.

Provident Financial's UK home credit division and Yes Car Credit serve similar
customers. For many of these customers, taking out a loan to buy a car is one of
the largest and most important credit transactions they will undertake. This is
a growing market of significant size in which Provident Financial is not
represented and in which it now intends to establish a leading position through
the acquisition and subsequent development of Yes Car Credit.

Yes Car Credit, founded in 1997, has grown rapidly to be one of the UK's leading
car finance companies serving the sub-prime market. Whilst it has expanded
rapidly, its profitability has been constrained by the limited financial
resources available to it. As part of the Provident Financial group, Yes Car
Credit will have greater access to funding and this is expected to promote
further significant growth in customers, receivables and revenue. The principal
drivers for this growth are as follows:

•   the market for sub-prime car financing is forecast to grow by over 5
    per cent. per annum in the medium term;

•   Provident Financial intends to expand the Yes Car Credit branch
    network from 21 to at least 30 sites to achieve national geographic 
    coverage; and

•   as part of the enlarged group a greater proportion of car finance
    contracts will be retained in-house.


4.      Management and integration


Provident Financial intends to continue to develop Yes Car Credit under the
current management team, led by the founding shareholders and Joint Managing
Directors, Len Newby and Joe Prince. In addition, John Thornton, a previous
Managing Director of Provident Financial's UK Home Credit division, and Simon
Shaw, currently Provident Financial's Group Treasurer, will become Chairman and
Finance Director of Yes Car Credit respectively. The business will report to the
Board of Provident Financial through Chris Johnstone, Managing Director of the
UK Consumer Credit division.


5.      Consideration for the Acquisition


Under the terms of the acquisition agreement, the consideration payable by
Provident Financial comprises the following:

-   a fixed element, payable partly in cash and partly in loan notes,
    totalling £53.1 million.  Of this amount, the Senior Management have 
    received £5.9 million and will receive on 30 June 2004 a further £6.0 
    million, and the Institutional Vendors have received £41.1 million; and

-   deferred consideration elements of up to £88.0 million calculated on the 
    basis of Yes Car Credit's profits for the years ending 31 December 2002 and
    31 December 2003 and payable primarily on 30 June 2004 (partly in cash and
    partly in loan notes).  The maximum deferred consideration payable to the 
    Senior Management will be £50.0 million and the maximum deferred 
    consideration payable to the Institutional Vendors will be £38.0 million.  
    Details of the calculation of the deferred consideration payments are set 
    out in Appendix 1.


6.      The Placing and financing the Acquisition


It is intended that the acquisition consideration and the re-financing of the
borrowings of Yes Car Credit will be financed by existing and new debt
facilities, together with a placing of new ordinary shares to raise
approximately £50 million before expenses. The Placing will be effected by way
of an accelerated book building to be jointly managed by Dresdner Kleinwort
Wasserstein Securities Limited (together with Dresdner Kleinwort Wasserstein
Limited, 'Dresdner Kleinwort Wasserstein') and Merrill Lynch International.

The Placing is conditional on the matters described in Appendix 2 and will be
conducted in accordance with the terms and conditions set out therein. The
number of ordinary shares to be placed and the placing price in respect of the
Placing Shares will be decided at the close of the accelerated bookbuilding
period.

A placing price equal to 591 pence per Placing Share (being the closing price on
17 December, 2002, the last business day prior to this announcement) would
result in the issue of approximately 8.5 million new ordinary shares,
representing a 3.5 per cent. increase in Provident Financial's current issued
share capital.

The books will open with immediate effect.  The books are expected to close
later today and pricing and allocations are expected to be announced as soon as
practicable thereafter.  The timing of the closing of the books, pricing and
allocations is at the absolute discretion of both Dresdner Kleinwort Wasserstein
and Merrill Lynch International following consultation with Provident Financial.

The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with the existing ordinary shares of 10 4/11 pence each in
the capital of Provident Financial including the right to receive all dividends
and other distributions declared, made or paid after the date of issue.
Application will be made for the Placing Shares to be admitted to the Official
List maintained by the UK Listing Authority, and to be admitted to trading by
the London Stock Exchange on its market for listed securities.


7.      Financial effects of the Acquisition and financing


The Directors of Provident Financial expect that the acquisition of Yes Car
Credit, financed as set out above, will modestly enhance Provident Financial's
earnings per share (before amortisation of goodwill) in 2003 and increasingly
thereafter.


8.      Current trading of Provident Financial


As described in the announcement issued by Provident Financial on 2 December
2002, the Directors remain confident about the group's progress for the current
year.


9.      Financial advisers and brokers


Dresdner Kleinwort Wasserstein is acting as sole financial adviser to Provident
Financial in respect of the Acquisition. The joint brokers to Provident
Financial, Dresdner Kleinwort Wasserstein and Merrill Lynch International, are
acting as joint lead managers and bookrunners to the Placing.



Enquiries:
Provident Financial                                                01274 731 111
Robin Ashton                            Chief Executive
John Harnett                            Finance Director
David Stevenson                         Communications Manager

Dresdner Kleinwort Wasserstein                                     020 7623 8000
Henry Somerset
Michael Lamb
Jonathan Roe

Merrill Lynch International                                        020 7996 1000
Rupert Hume-Kendall
Rupert Evenett
Joshua Critchley

Bell Pottinger Financial                                           020 7861 3232
Jonathon Brill



This announcement has been issued by Provident Financial and is the sole
responsibility of Provident Financial.

This announcement is for information purposes only and does not constitute an
offer or an invitation to acquire or dispose of any securities or investment
advice.  This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire ordinary shares in the capital of
Provident Financial in the United States, Canada, Australia or Japan or in any
jurisdiction in which such an offer or solicitation is unlawful.  The new
ordinary shares referred to in this announcement have not been and will not be
registered under the US Securities Act of 1933 and, subject to certain
exceptions, may not be offered or sold within the United States.  No public
offering of securities will be made in the United States.

Dresdner Kleinwort Wasserstein Limited is acting for Provident Financial and for
no one else in connection with the Acquisition and will not be responsible to
anyone other than Provident Financial for providing the protections afforded to
clients of Dresdner Kleinwort Wasserstein Limited or for providing advice in
relation to the Acquisition.

Dresdner Kleinwort Wasserstein Securities Limited and Merrill Lynch
International are acting exclusively for Provident Financial and no one else in
connection with the Placing and will not be responsible to anyone other than
Provident Financial for providing the protections afforded to clients of the
Dresdner Kleinwort Wasserstein Securities Limited and Merrill Lynch
International nor for providing any advice in relation to the Placing or any
other matters referred to in this announcement.

Neither this document nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into the United States, Canada,
Australia or Japan.  Any failure to comply with this restriction may constitute
a violation of United States, Canadian, Australian or Japanese securities laws.

This announcement includes 'forward-looking statements'.  All statements other
than statements of historical facts included in this announcement, including,
without limitation, those regarding Provident Financial's and Yes Car Credit's
financial position, business strategy, plans and objectives of management for
future operations (including development plans and objectives relating to
Provident Financial's and Yes Car Credit's products and services) are
forward-looking statements.  Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could cause the
actual results, performance or achievements of Provident Financial and Yes Car
Credit to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements.  Such
forward-looking statements are based on numerous assumptions regarding Provident
Financial's and Yes Car Credit's present and future business strategies and the
environment in which Provident Financial and Yes Car Credit will operate in the
future.  These forward-looking statements speak only as at the date of this
announcement.  Provident Financial and Yes Car Credit expressly disclaim any
obligation (other than pursuant to the Listing Rules of the UK Listing
Authority) or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change in Provident
Financial's and Yes Car Credit's expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement is based.



                                  Appendix 1


       Basis of calculation of deferred consideration payments


Under the terms of the acquisition agreement, Provident Financial may make
deferred consideration payments, payable primarily on 30 June 2004 (or, if the
Vendors so elect, on 30 June 2005) (partly in cash and partly in loan notes) to
(i) the Senior Management and (ii) the Institutional Vendors.  The deferred
consideration payments will be based on the average of the adjusted audited
profits after tax of the Yes Car Credit business for the years ending 31
December 2002 and 31 December 2003 (Average Adjusted Profits after Tax 
('AAPAT')).

(i)   The deferred consideration payment to the Senior Management will be 
      calculated as 2.58 times the AAPAT, with a cap of £50 million (which
      amount would only be payable if the AAPAT were to equal or exceed £19.38
      million).

(ii)  The deferred consideration payment to the Institutional Vendors will be 
      calculated as 6.0 times the surplus of the AAPAT over £3.23 million, with 
      a cap of £38 million (which amount would only be payable if the AAPAT were
      to equal or exceed £9.57 million)

The AAPAT will be calculated on the basis of the audited profits, adjusted,
inter alia: (i) to reflect a funding rate of 8.1 per cent. rather than that
actually achieved as part of the Provident Financial group following completion;
(ii) to exclude the effects of certain one-off items; and (iii) by applying a
standard 30 per cent. rate of corporation tax to the pre-tax profits.  The
unaudited adjusted profit after tax for the 10 months to 31 October 2002 (as
defined for the purposes of calculating the deferred consideration) was
approximately £0.5 million.

The total deferred consideration payable by Provident Financial under a range of
different AAPAT outcomes is set out below.


AAPAT                0 or   2.00   3.23   4.00   6.00   8.00   9.57   19.38 or
(£m)                 lower                                            higher

Total deferred       0      5.2    8.3    14.9   32.1   49.2   62.7   88.0
consideration (£m)

The total deferred consideration payable between data points in the table above
is calculated on a straight-line basis.

                                  Appendix 2

                      Terms and Conditions of the Placing


If a Placee chooses to participate in the Placing by making an offer to acquire
Placing Shares in the capital of the Company it 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 the Placee
represents, warrants and acknowledges that it:

1.    is a person whose ordinary activities involves it in acquiring, holding,
      managing or disposing of investments (as principal or agent) for the 
      purpose of its business 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; and

2.    is outside the United States or has duly executed an investor
      representation letter in the form provided to it.

This announcement and this Appendix do not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for Placing Shares in the
United States, Canada, Australia, Japan or in any jurisdiction in which such
offer or solicitation is or may be unlawful and the information contained herein
is not for publication or distribution, directly or indirectly, to persons in
the United States, Canada, Australia, Japan or in any jurisdiction in which such
publication or distribution is or may be unlawful.  The Placing Shares referred
to in this announcement have not been and will not be registered under the US
Securities Act of 1933, as amended ('the Securities Act') and subject to certain
exceptions, may not be offered or sold within the United States.  Any offering
to be made in the United States will be made to qualified institutional buyers
('QIBs') within the meaning of Rule 144A under the Securities Act who are also
accredited investors within the meaning of Rule 501(a) 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 distribution of this announcement and the placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law.  Persons into
whose possession this announcement comes are required by the Company and the
Managers to inform themselves about and to observe any such restrictions.

Details of the Placing Agreement and the Placing Shares

The Managers will enter into a placing agreement ('the Placing Agreement') with
Provident Financial whereby each of the Managers will, subject to the conditions
set out therein, undertaken severally to use its reasonable endeavours as agent
of the Company to seek to arrange Placees to subscribe for the Placing Shares.
Dresdner Kleinwort Wasserstein and Merrill Lynch are appointed Joint Bookrunners
and Managers to the Placing.

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 4/11 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) 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 plc ('the London Stock Exchange') for
admission to trading of the Placing Shares on the London Stock Exchange's market
for listed securities (together 'Admission').

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 a Placee wishes to participate in the Bookbuilding Process it should
communicate its bid by telephone to the Placee's usual sales contact at Dresdner
Kleinwort Wasserstein or Merrill Lynch.  If successful, the Placee's allocation
will be confirmed to it 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 the Placee will
constitute a legally binding commitment upon it to subscribe for the number of
Placing Shares allocated to it on the terms and conditions set out in this
Appendix and in accordance with the Company's Memorandum and Articles of
Association.

Provident Financial 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 ('the Pricing Press
Announcement').

Principal Terms of the Bookbuilding Process

1.    Each of Dresdner Kleinwort Wasserstein and Merrill Lynch is arranging
      the Placing severally, and not jointly or jointly and severally, as an 
      agent of the Company. Participation will only be available to persons 
      invited to participate by one of the Managers.  Each of the Managers is 
      entitled to enter bids in the Bookbuilding Process.

2.    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.

3.    To bid in the Bookbuilding Process, the Placee should communicate its
      bid by telephone to the Placee's usual sales contact at Dresdner Kleinwort
      Wasserstein or Merrill Lynch.  The Placee's bid should state the number of
      Placing Shares or monetary amount for which it wishes 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 the 
      Placee's  bid.

4.    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.

5.    The Bookbuilding Process is expected to close today, with the timing of
      closing at the absolute discretion of the Managers following consultation 
      with Provident Financial.  Each of the Managers may, at its sole 
      discretion, accept bids that are received after the Bookbuilding Process 
      has closed.

6.    A bid in the Bookbuilding Process will be made on the terms and
      conditions in this Appendix and if accepted 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 obligations of the Managers under the Placing Agreement will be conditional,
inter alia, on:

1.    admission by the UKLA of the Placing Shares to the Official List
      becoming effective in accordance with the Listing Rules of the UKLA and 
      the admission of the Placing Shares to trading on London Stock Exchange's 
      market for listed securities becoming effective in accordance with the 
      Admission and Disclosure Standards produced by the London Stock Exchange 
      by no later than 8.00 a.m. on 23 December 2002 (or by such other date as 
      may be agreed between the Company and the Managers);

2.    the Company complying with its obligations under the Placing Agreement
      including the delivery, on the day of (but prior to) Admission, to each of
      the Managers of a certificate confirming, inter alia, that none of the 
      Company's representations, warranties or undertakings have been breached 
      or was unfilled or was untrue, inaccurate or misleading when made or would
      be breached or unfilled or be untrue, inaccurate or misleading on the date
      of Admission;

3.    the publication of this announcement and the Pricing Press Announcement
      through the Regulatory News Service operated by the Company Announcements 
      Office by no later than 8.00 a.m. today (in the case of this announcement)
      and 8.00 a.m. on 19 December 2002 (in the case of the Pricing Press 
      Announcement) or such other date(s) as may be agreed between the Company 
      and the Managers); and

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

If, (a) the conditions above are not satisfied or waived by the Managers within
the stated time period (or such later time and/or date as the Company and the
Managers may agree) or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and the Placee's rights
and obligations hereunder shall cease and determine at such time and no claim
can be made by the Placee in respect thereof.

By participating in the Bookbuilding Process the Placee agrees that its rights
and obligations hereunder terminate only in the circumstances described above
and will not be capable of rescission or termination by the Placee.

The Managers reserve the right to waive or to extend the time and/or date for
fulfilment of any of the conditions in the Placing Agreement (save that
fulfilment of the condition in paragraph 1 above may not be waived).  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

The Managers will be entitled in their absolute discretion by notice in writing
to the Company prior to Admission to terminate their obligations under the
Placing Agreement if:

1.    any of the warranties given by the Company in the Placing Agreement
      are not true and accurate (or would not be true and accurate if they were
      repeated at any time before Admission) in any respect which in the opinion
      of either Manager (having, to the extent practicable, consulted with the 
      Company in relation thereto) is material by reference to the facts 
      subsisting at the relevant time;

2.    the Company fails in any respect which in the opinion of either
      Manager is material to comply with any of the Company's obligations under
      the Placing Agreement;

3.    an event has occurred, or is likely to occur, which constitutes an
      adverse change, or a prospective adverse change, in or affecting the 
      prospects, general affairs, management, the condition (financial or 
      otherwise) or trading position, shareholders' funds or results of 
      operations of the Company or any other member of the Company's group 
      which, in any case, is in the opinion of either Manager material and 
      adverse so as to make it impracticable or inadvisable to proceed with the 
      Placing or which in the opinion of either Manager materially and adversely
      affects dealings in the ordinary shares in the secondary market;

4.    there has occurred (a) any material adverse change in the financial
      markets in the US or the UK or in any member of the European Union (b) any
      outbreak of hostilities or escalation thereof or (c) any other calamity or
      crisis or any change or development involving a prospective change in 
      national or international political, financial or economic conditions, or 
      currency exchanges rates, in each case the effect of which is such as to 
      make it, in the judgement of both Managers, impracticable or inadvisable 
      to market the Placing Shares or to enforce contracts for the sale of the 
      Placing Shares; or

5.    trading in any securities of the Company has been suspended or
      limited by the London Stock Exchange or the trading in securities on the 
      London Stock Exchange has been suspended or limited, or minimum or maximum
      prices for trading have been fixed or maximum ranges for prices have been 
      required by the London Stock Exchange or by order of any governmental 
      authority, or a material disruption has occurred, in commercial banking or
      securities settlement or clearance services in the US or in Europe and 
      such material disruption makes it, in the judgement of both Managers, 
      having, to the extent practicable, consulted with the Company thereto, 
      impracticable or inadvisable to market the Placing Shares or to enforce 
      contracts for the sale of the Placing Shares, or a banking moratorium has 
      been declared by either Federal or New York authorities.

By participating in the Bookbuilding Process the Placee agrees with the Managers
that the exercise by the Managers of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Managers and that none of the Managers need make any reference to the
Placee and that none of them shall have any liability to the Placee  whatsoever
in connection with any such exercise.

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
and the Placees' commitments will be made solely on the basis of the information
contained in this announcement.  Each Placee, by accepting a participation in
the Placing, agrees that the content of this announcement is exclusively the
responsibility of the Company and confirms that it has neither received nor
relied on any other information, representation, warranty or statement made by
or on behalf of any of the Managers or the Company and none 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
deciding to participate 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 a Placee is allocated any Placing Shares in the Bookbuilding Process it will
be sent a contract note that will state the number of Placing Shares allocated
to it, the Placing Price and the aggregate amount owed by it.

It is expected that settlement will be on 23 December 2002.

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

If the Placee does not comply with these obligations, the relevant Manager may
sell the Placing Shares allocated to the Placee and retain from the proceeds,
for its own account and benefit, an amount equal to the Placing Price plus any
interest due.  The Placee will, however, remain liable for any shortfall below
the Placing Price and it may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon the
sale of its Placing Shares on its behalf.

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

Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee are contacting 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. The Placee will not be entitled to receive any fee or
commission in connection with the Placing.

Representations and Warranties

By participating in the Bookbuilding Process each Placee (and any person acting
on its behalf):

1.    represents and warrants that it has read this announcement;

2.    acknowledges that no offering document or prospectus has been prepared
      in connection with the placing of the Placing Shares;

3.    acknowledges that the content of this announcement is exclusively the
      responsibility of the Company;

4.    represents and warrants that it has neither received nor relied on any
      other information, representation, warranty or statement made by or on 
      behalf of any of the Managers or the Company and none of the Company or 
      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 deciding to participate in 
      the Placing;

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

6.    represents and warrants that the issue to the Placee, or the person
      specified by the Placee 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);

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

8.    represents and warrants that it falls within paragraph 3(a) of Schedule
      11 to the Financial Services and Markets Act 2000 ('FSMA'), being a person
      whose ordinary activities involve it in acquiring, holding, managing or 
      disposing of investments (as principal or agent) for the purposes of its 
      business, and within Article 19 of the Financial Services and Markets Act 
      2000 (Financial Promotion) Order 2001, 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;

9.    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 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;

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

11.   represents and warrants that it has all necessary capacity and has
      obtained all necessary consents and authorities to enable it to commit to 
      this participation 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 consents and authorities to agree to the terms
      set out or referred to in this announcement);

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

13.   acknowledges that participation in the Placing is on the basis that it is
      not and will not be a client or customer of any of the Managers and that 
      no Manager has duties or responsibilities to it for providing the 
      protections afforded to  its clients or customers or for providing advice
      in relation to the Placing nor in respect of any representations, 
      warranties, undertakings or indemnities contained in the Placing 
      Agreement;

14.   undertakes that (i) the person who it specifies for registration as holder
      of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, 
      as the case may be, (ii) none 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, (iii) the Placee and
      any person acting on its behalf agrees to subscribe on the basis that the 
      Placing Shares will be allotted to the CREST stock account of one of the 
      Managers who will hold them as nominee on its behalf until settlement in 
      accordance with its standing settlement instructions;

15.   acknowledges that any agreements entered into by it pursuant to these
      terms and conditions shall be governed by and construed in accordance with 
      the laws of England and it submits (on behalf of itself and on behalf of 
      any person on whose behalf it is acting) to the exclusive jurisdiction of 
      the English courts as regards any claim, dispute or matter arising out of 
      any such contract;

16.   acknowledges that the Placing Shares have not been and will not be
      registered under the securities legislation of the United 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;

17.   acknowledges and understands that the Company, the Managers and others
      will rely upon the truth and accuracy of the foregoing representations,
      warranties and acknowledgements; and

18.   acknowledges that the agreement to settle each Placee's subscription (and/
      or the subscription of a person for whom it is contracting as agent) free 
      of stamp duty and stamp duty reserve tax depends on the settlement 
      relating only to a subscription by it and/or such person direct from the 
      Company for the Placing Shares in question.  Such agreement assumes that 
      the Placing Shares are not being acquired in connection with arrangements 
      to issue depositary receipts or to transfer the Placing Shares into a 
      clearance service.  If there were any such arrangements, or the settlement 
      related to other dealing in the Placing Shares, stamp duty or stamp duty 
      reserve tax may be payable, for which neither the Company nor the Managers
      will be responsible.  If this is the case, the Placee
      should take its own advice and notify the relevant Manager accordingly.

Passive Foreign Investment Company

The following is a summary of certain US federal income tax consequences of the
Company's likely status as a Passive Foreign Investment Company ('PFIC'), and is
for general information only. All US holders should consult their tax advisers
as to the particular tax consequences to them of owning the ordinary shares.

This discussion applies only to US holders of the Company's ordinary shares. For
this purpose, a US holder is a beneficial owner of ordinary shares that for US
federal income tax purposes is (i) a citizen or resident of the United States
for US federal income tax purposes; (ii) a corporation, or other entity treated
as a corporation, created or organised under the laws of the United States or
any state thereof; (iii) an estate the income of which is subject to US federal
income tax without regard to its source; or (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more US persons have the authority to control all
substantial decisions of the trust or if the trust has a valid election in
effect under applicable US Treasury Regulations to be treated as a US person.

There is a significant likelihood that the Company will be considered to be a
PFIC for US federal income tax purposes.  If the Company is a PFIC in any year
during which a US holder owns ordinary shares, and the US holder has not made a
mark to market or qualified electing fund ('QEF') election, the US holder will
generally be subject to special rules (regardless of whether the Company
continues to be a PFIC) with respect to (i) distributions exceeding 125 per cent
of the average annual distributions received from the Company in the previous
three taxable years or, if shorter, the US holder's holding period for the
ordinary shares; and (ii) any gain realised on the sale or other disposition of
ordinary shares.

Under these rules (i) the distribution or gain will be allocated rateably over
the US holder's holding period; (ii) the amount allocated to the current taxable
year and any taxable year prior to the first taxable year in which the Company
was a PFIC will be taxed as ordinary income; and (iii) the amount allocated to
each of the other taxable years will be subject to tax at the highest rate of
tax applicable to the US holder for that year and an interest charge for the
deemed deferral benefit will be imposed on the resulting tax attributable to
each of those other taxable years. If the Company is a PFIC, a US holder will
generally be subject to similar rules with respect to distributions to the
Company by, and dispositions by, the Company of the shares of any of the
Company's direct or indirect subsidiaries that are also PFICs.

US holders can avoid the interest charge by making a mark to market election
with respect to the ordinary shares, provided that the shares are 'marketable'.
Shares will be marketable if they are regularly traded on certain US stock
exchanges, or on a foreign stock exchange that satisfies certain regulatory
requirements. It is expected that the London Stock Exchange will satisfy these
requirements. For the purposes of this election, the ordinary shares will be
considered regularly traded during any calendar year during which they are
traded, other than in de minimis quantities, on at least 15 days during each
calendar quarter.  Any trades that have as their principal purpose meeting this
requirement will be disregarded.

In some cases a shareholder can avoid the interest charge and the other adverse
PFIC consequences described above by making a QEF election to be taxed currently
on its share of the PFIC's undistributed income. The Company does not, however,
expect to provide US holders with the information regarding this income that
would be necessary for a US holder to make a QEF election with respect to its
ordinary shares.

If the Company is a PFIC, each US holder will be required to make an annual
return on IRS Form 8621, reporting distributions received and gains realised
with respect to each PFIC in which it holds a direct or indirect interest. US
holders should consult their tax advisers regarding the potential application of
the PFIC regime.



             IMPORTANT INFORMATION FOR PLACEES ONLY ON THE PLACING

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 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 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.

THIS IS NOT AN OFFER TO SELL OR A SOLICITATION TO PURCHASE PLACING SHARES IN ANY
COUNTRY IN WHICH AN OFFER OR SOLICITATION IS RESTRICTED. THIS ANNOUNCEMENT AND
THE RELATED DOCUMENTS ARE NOT INTENDED TO CONSTITUTE A PUBLIC OFFERING IN
BELGIUM AND SHOULD NOT BE CONSTRUED AS SUCH. THIS ANNOUNCEMENT AND THE RELATED
DOCUMENTS MAY NOT BE DISTRIBUTED TO THE BELGIAN PUBLIC. THE PLACING SHARES
OFFERED HERE MAY NOT BE PUBLICLY OFFERED FOR SALE IN BELGIUM AND NO STEPS MAY BE
TAKEN WHICH WOULD CONSTITUTE OR RESULT IN A PUBLIC OFFERING OF THE PLACING
SHARES IN BELGIUM. SUBSCRIPTION SHOULD BE MADE IN THE NAME AND FOR THE OWN
ACCOUNT OF INSTITUTIONAL INVESTORS LISTED IN ARTICLE 3 OF THE ROYAL DECREE OF
7TH JULY 1999.

THIS ANNOUNCEMENT IS NOT BEING DISTRIBUTED IN THE CONTEXT OF A PUBLIC OFFERING
IN THE REPUBLIC OF FRANCE WITHIN THE MEANING OF REGULATION NO. 98-08 OF THE
COMMISSION DES OPERATIONS DE BOURSE (COB), AND HAS THUS NOT BEEN SUBMITTED TO
THE COB FOR PRIOR APPROVAL AND CLEARANCE.  THIS ANNOUNCEMENT IS NOT TO BE
FURTHER DISTRIBUTED OR REPRODUCED (IN WHOLE OR IN PART) BY THE ADDRESSEES AND
HAS BEEN DISTRIBUTED ON THE UNDERTAKING THAT ADDRESSEES WOULD INVEST FOR THEIR
OWN ACCOUNT AND UNDERTAKE NOT TO TRANSFER, DIRECTLY OR INDIRECTLY, THE PLACING
SHARES TO THE PUBLIC IN THE REPUBLIC OF FRANCE, OTHER THAN IN COMPLIANCE WITH
APPLICABLE LAWS AND REGULATIONS. INVESTORS IN THE REPUBLIC OF FRANCE MAY ONLY
PARTICIPATE IN THE ISSUE OF THE PLACING SHARES FOR THEIR OWN ACCOUNT IN
ACCORDANCE WITH THE CONDITIONS SET OUT IN DECREE NO. 98-880 DATED 1ST OCTOBER,
1998.  THE PLACING SHARES MAY ONLY BE ISSUED, DIRECTLY OR INDIRECTLY, TO THE
PUBLIC IN THE REPUBLIC OF FRANCE IN ACCORDANCE WITH ARTICLES L. 411-1, L. 411-2
AND L. 412-1 OF THE FRENCH MONETARY AND FINANCIAL CODE.

THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED, AND THE PLACING SHARES MAY NOT BE
OFFERED OR SOLD, IN THE FEDERAL REPUBLIC OF GERMANY OTHER THAN TO PERSONS WHO,
PROFESSIONALLY OR COMMERCIALLY, ACQUIRE OR SELL SHARES FOR THEIR OWN ACCOUNT OR
FOR THE ACCOUNT OF OTHERS, AS PROVIDED UNDER SECTION 2 NO. 1 OF THE VERKPROSPG,
AS AMENDED, OR OTHERWISE TO A LIMITED GROUP OF INVESTORS AS PROVIDED UNDER
SECTION 2 NO. 2 OF THE VERKPROSPG, AS AMENDED. NOTHING IN THIS ANNOUNCEMENT
SHOULD BE CONSTRUED AS INVESTMENT ADVICE TO PERSONS OTHER THAN SUCH PERMITTED
RECIPIENTS OR AS OTHERWISE CONSTITUTING A PUBLIC OFFERING WITHIN THE MEANING OF
THE VERKPROSPG OR ANY OTHER LAWS APPLICABLE IN THE FEDERAL REPUBLIC OF GERMANY.

THE PLACING OF THE PLACING SHARES HAS NOT BEEN CLEARED BY CONSOB (THE ITALIAN
SECURITIES EXCHANGE COMMISSION) PURSUANT TO ITALIAN SECURITIES LEGISLATION AND,
ACCORDINGLY, NO PLACING SHARES MAY BE OFFERED, SOLD OR DELIVERED, NOR MAY COPIES
OF THIS ANNOUNCEMENT OR ANY OF THE DOCUMENTS RELATING TO THE PLACING OF THE
PLACING SHARES BE DISTRIBUTED IN THE REPUBLIC OF ITALY, EXCEPT, (A) TO
PROFESSIONAL INVESTORS, AS DEFINED IN ARTICLE 31, SECOND PARAGRAPH, OF CONSOB
REGULATION 11522 OF 1ST JULY 1998, AS AMENDED, (B) IN CIRCUMSTANCES WHICH ARE
EXEMPTED FROM THE RULES ON SOLICITATION OF INVESTMENTS PURSUANT TO ARTICLE 100
OF LEGISLATIVE DECREE NO. 58 OF 24TH FEBRUARY 1998 (THE 'FINANCIAL SERVICES
ACT') AND ARTICLE 33, FIRST PARAGRAPH, OF CONSOB REGULATION NO. 11971 OF 14TH
MAY 1999, AS AMENDED. ANY OFFER, SALE OR DELIVERY OF THE PLACING SHARES OR
DISTRIBUTION OF COPIES OF THIS ANNOUNCEMENT OR ANY OTHER DOCUMENT RELATING TO
THE PLACING SHARES IN THE REPUBLIC OF ITALY UNDER (A) OR (B) ABOVE MUST BE (1)
MADE BY AN INVESTMENT FIRM, BANK, OR FINANCIAL INTERMEDIARY PERMITTED TO CONDUCT
SUCH ACTIVITIES IN THE REPUBLIC OF ITALY IN ACCORDANCE WITH THE FINANCIAL
SERVICES ACT AND LEGISLATIVE DECREE NO. 385 OF 1ST SEPTEMBER 1993 (THE 'BANKING
ACT'), (2) IN COMPLIANCE WITH ARTICLE 129 OF THE BANKING ACT AND THE
IMPLEMENTING GUIDELINES OF THE BANK OF ITALY AND (3) IN COMPLIANCE WITH ANY
OTHER APPLICABLE LAWS AND REGULATIONS.

THE PLACING SHARES MAY NOT BE OFFERED OR SOLD TO THE PUBLIC IN THE GRAND DUCHY
OF LUXEMBOURG, DIRECTLY OR INDIRECTLY, AND NEITHER THIS ANNOUNCEMENT NOR ANY
OTHER FORM OF APPLICATION, ADVERTISEMENT OR OTHER MATERIAL MAY BE DISTRIBUTED,
OR OTHERWISE MADE AVAILABLE IN, OR FROM OR PUBLISHED IN, THE GRAND DUCHY OF
LUXEMBOURG, EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFER OF
SECURITIES.

THE PLACING SHARES MAY ONLY BE OFFERED, SOLD, DELIVERED OR TRANSFERRED, DIRECTLY
OR INDIRECTLY IN THE NETHERLANDS, TO INDIVIDUALS WHO, OR LEGAL ENTITIES WHICH
TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A PROFESSION OR TRADE (WHICH
INCLUDES BANKS, INVESTMENT BANKS, SECURITIES FIRMS, INSURANCE COMPANIES, PENSION
FUNDS, OTHER INSTITUTIONAL INVESTORS, AND TREASURY DEPARTMENTS AND FINANCE
COMPANIES OF LARGE ENTERPRISES).

THE PLACING SHARES MAY NOT BE OFFERED OR SOLD IN THE KINGDOM OF SPAIN EXCEPT IN
ACCORDANCE WITH THE REQUIREMENTS OF THE SPANISH SECURITIES MARKET LAW (LEY
24/1988, DE 28 DE JULIO, DEL MERCADO DE VALORES), AS AMENDED, AND ROYAL DECREE
291/1992, ON ISSUES AND PUBLIC OFFERINGS FOR THE SALE OF SECURITIES (REAL
DECRETO 291/1992, DE 27 DE MARZO, SOBRE EMISIONES Y OFERTAS PUBLICAS DE VENTA DE
VALORES), AS AMENDED, AND THE DECREES AND REGULATIONS ISSUED THEREUNDER.  THIS
ANNOUNCEMENT HAS NOT BEEN REGISTERED WITH THE COMISION NACIONAL DEL MERCADO DE
VALORES, AND THEREFORE A PUBLIC OFFER FOR SUBSCRIPTION OF THE PLACING SHARES
SHALL NOT BE PROMOTED IN THE KINGDOM OF SPAIN.

THIS IS NOT AN OFFER TO SELL OR A SOLICITATION TO PURCHASE PLACING SHARES IN ANY
COUNTRY IN WHICH AN OFFER OR SOLICITATION IS RESTRICTED.  THIS ANNOUNCEMENT AND
THE RELATED DOCUMENTS ARE NOT INTENDED TO CONSTITUTE AN OFFERING TO THE PUBLIC
IN THE KINGDOM OF SWEDEN AND SHOULD NOT BE CONSTRUED AS SUCH.  THIS ANNOUNCEMENT
HAS BEEN PREPARED SOLELY FOR THE INFORMATION OF THOSE INSTITUTIONAL INVESTORS IN
SWEDEN TO WHOM SUCH DOCUMENTS ARE SUPPLIED DIRECTLY BY DRESDNER KLEINWORT
WASSERSTEIN OR MERRILL LYNCH INTERNATIONAL IN ACCORDANCE WITH THE DISTRIBUTION
PROCEDURES DECIDED BY THEM.  THIS ANNOUNCEMENT AND THE RELATED DOCUMENTS ARE
STRICTLY CONFIDENTIAL AND SHALL NEITHER BE REPRODUCED IN ANY FORM, NOR SHALL
THEY BE DISTRIBUTED TO ANY OTHER PERSON IN THE KINGDOM OF SWEDEN. THE PLACING
SHARES OFFERED HERE MAY NOT BE PUBLICLY OFFERED FOR SALE IN THE KINGDOM OF
SWEDEN AND NO STEPS MAY BE TAKEN WHICH WOULD CONSTITUTE OR RESULT IN AN OFFERING
TO THE PUBLIC IN THE KINGDOM OF SWEDEN.

THE PLACING SHARES ARE NOT OFFERED TO THE PUBLIC IN AUSTRIA AND NO PROSPECTUS
HAS BEEN PREPARED IN ACCORDANCE WITH THE AUSTRIAN CAPITAL MARKET ACT 1991
(KAPITALMARKTGESETZ) AS AMENDED FROM TIME TO TIME. THEREFORE, THE PLACING SHARES
MAY NOT BE OFFERED OR SOLD TO PERSONS IN AUSTRIA EXCEPT IN A WAY THAT DOES NOT
CONSTITUTE A PUBLIC OFFER IN THE MEANING OF SECTION 1 PARA 1 NO. 1 OF THE
AUSTRIAN CAPITAL MARKET ACT.

THIS ANNOUNCEMENT HAS NOT BEEN PREPARED TO COMPLY WITH THE STANDARDS AND
REQUIREMENTS REGARDING PUBLIC OFFERINGS SET FORTH IN THE FINNISH SECURITIES
MARKETS ACT (26.5.1989/495, AS AMENDED). THE OFFER IS TARGETED TO SELECTED
INSTITUTIONAL INVESTORS IN FINLAND AND DOES NOT CONSTITUTE A PUBLIC OFFERING IN
FINLAND.

THIS PLACING IS OFFERED IN GREECE ONLY TO A LIMITED NUMBER OF INSTITUTIONAL
INVESTORS AND IT IS NOT OFFERED TO THE PUBLIC IN GREECE.

THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN INVITATION TO THE PUBLIC
OR ANY SECTION THEREOF FOR THE PURPOSES OF THE COMPANIES ACT 1963 OR THE EC
(TRANSFERABLE SECURITIES AND STOCK EXCHANGE) REGULATIONS 1992 TO SUBSCRIBE FOR
OR PURCHASE ANY PLACING SHARES OR OTHER SECURITIES IN ANY COMPANY. THIS
ANNOUNCEMENT RELATES TO AN OFFERING OF SECURITIES TO CERTAIN PERSONS WHOSE
ORDINARY BUSINESS IT IS TO BUY OR SELL SHARES IN THE CONTEXT OF THEIR TRADES,
PROFESSIONS OR OCCUPATIONS.

NO PROSPECTUS IN RESPECT OF THE PLACING HAS BEEN FILED WITH ANY STOCK EXCHANGE
OR OTHER COMPETENT AUTHORITY IN NORWAY.  THE PLACING IN NORWAY IS MADE UNDER THE
EXEMPTION IN THE SECURITIES TRADING ACT 1997, SECTION 5-2, PARA 1, AND
ACCORDINGLY, THIS INVITATION IS DIRECTED SOLELY TO PERSONS WHO ARE REGISTERED AS
PROFESSIONAL INVESTORS WITH THE OSLO BORS UNDER REGULATIONS MADE IN ACCORDANCE
WITH SECTION 5-2 AND NO COPIES OF MATERIAL RECEIVED IN CONNECTION WITH THIS
INVITATION SHOULD BE COPIED TO ANY OTHER PERSON.

THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY TO INSTITUTIONAL INVESTORS, AS DEFINED
IN THE PORTUGUESE SECURITIES CODE, ACTING ON THEIR OWN BEHALF. IT IS NOT
DIRECTED TO PRIVATE INVESTORS AND ANY INVESTMENTS OR SERVICES TO WHICH THIS
ANNOUNCEMENT MAY RELATE ARE NOT AVAILABLE TO PRIVATE INVESTORS.

PLACEES SHOULD BE AWARE THAT INVESTMENTS MAY FALL AS WELL AS RISE, CHANGES IN
EXCHANGE RATES MAY HAVE AN ADVERSE EFFECT ON THE VALUE PRICE OR INCOME OF THE
PLACING SHARES, PAST PERFORMANCE MAY NOT BE A RELIABLE GUIDE TO FUTURE
PERFORMANCE, SIMULATED PERFORMANCE MAY NOT BE A RELIABLE GUIDE TO FUTURE
PERFORMANCE, AND INCOME MAY FLUCTUATE IN ACCORDANCE WITH MARKET CONDITIONS AND
TAXATION ARRANGEMENTS.




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