Share placing

Wood Group (John) PLC
13 September 2005



John Wood Group PLC


13 September 2005


THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE
UNITED STATES




              John Wood Group PLC ('Wood Group' or the 'Company')

                                 Share Placing



Wood Group today announces a placing of up to 24,176,550 new ordinary shares
(the 'Placing Shares'), representing approximately 5 per cent. of the Company's
issued share capital.


The Company has also announced today its interim results for the half year ended
30 June 2005, with revenues of $1,327.0 million, up 27%, EBITA pre exceptional
charges of $69.2 million, up 29% and adjusted diluted earnings per share of 7.8
cents, up 32%.


Background to and reasons for the cash placing


Wood Group has grown substantially over the last three and a half years,
increasing revenues by over 70%, and investing $200m in acquisitions and $140m
in capital expenditure in excess of depreciation.


The Board believes that the current strong conditions in the oil & gas market
will continue and wishes to maintain the growth strategy of targeted geographic
expansion and broadening of the service provision to take advantage of the
opportunities.  This will involve further investment and resources to develop
our client base, including the majors, independents and the national oil
corporations, in key oil and gas regions in Europe, Africa, the Middle East and
Asia Pacific.  We also intend to broaden our service provision:

•        In Engineering & Production Facilities through extending our project
management and EPCM (Engineering, Procurement and Construction Management)
services, and increasing our involvement in midstream engineering and downstream
refinery upgrades and debottlenecking, further developing our pre-operations,
commissioning and start-up support services as well as pursuing long term
performance based modifications, maintenance & operations contracts

•        In Well Support, expanding our services in key markets such as Russia,
the Middle East and North and West Africa, and building up our manufacturing
capability in low-cost areas such as China

•        In Gas Turbine Services, continuing to enhance our differentiation
through the re-engineering of parts and broadening the range of turbines that we
support.



These developments are likely to include acquisitions of local businesses,
capital expenditure on new facilities and investment in projects with our
customers.  In addition, we will continue to assess larger acquisitions and
investments in our oil & gas and power activities round the world.



The Board is therefore proposing a cash placing of approximately 24 million
shares, representing 5% of the Group's issued share capital, expected to raise
approximately $90m (the 'placing').  The placing will strengthen the Group's
balance sheet and increase the flexibility to pursue our growth strategy.  In
the short term, the proceeds of the placing will be used to reduce net
borrowing, reducing gearing from 70% to approximately 46% on a pro forma basis
as at 30 June 2005. (See Note 1)





Note 1: Pro forma gearing is based on the gearing as at June 2005 adjusted to
take into account the impact of the proceeds from the cash placing of
approximately $90 million.







                                                               13 September 2005


ENQUIRIES:

Wood Group                                              Tel: [phone]
Alan Semple, Group Finance Director
Nick Gilman, Investor Relations

Credit Suisse First Boston                             Tel: [phone]
James Leigh-Pemberton
Richard Crawley

JP Morgan Cazenove                                     Tel: [phone]
John Paynter
Robert Constant

Brunswick                                              Tel: [phone]
Patrick Handley
Nina Coad




Credit Suisse First Boston (Europe) Limited ('Credit Suisse First Boston') and
JPMorgan Cazenove Limited ('JPMorgan Cazenove') are acting as Joint Bookrunners
and Joint Lead Managers (the 'Managers') for the equity fundraising. 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 on 13 September 2005. 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 31/3 pence each in the share
capital of Wood Group, 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 Financial Services Authority (the 'FSA')
for the Placing Shares to be admitted to the Official List maintained by the FSA
and to trading by the London Stock Exchange plc (the 'Exchange') on its market
for listed securities.


This announcement does not constitute an invitation to underwrite, subscribe for
or otherwise acquire or dispose of any ordinary shares in the capital of the
Company (the 'Wood Group Shares'). Past performance is no guide to future
performance and any investment decision to buy Placing Shares must be made
solely on the basis of Publicly Available Information (as defined below).
Persons needing advice should consult an independent financial adviser.


This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This announcement is for information
only and does not constitute an offer or invitation to acquire or dispose of
Wood Group Shares in the United States. The Wood Group Shares have not been and
will not be registered under the U.S. Securities Act of 1933, as amended, (the '
Securities Act') and may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
requirements of the Securities Act. There will be no public offer of Wood Group
Shares in the United States, the United Kingdom or elsewhere.


The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, Credit Suisse First Boston or JPMorgan Cazenove that would
permit an offering 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, Credit Suisse First Boston and JPMorgan Cazenove to inform themselves
about and to observe any such restrictions.


No representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
Credit Suisse First Boston or JPMorgan Cazenove or by any of their affiliates or
agents as to or in relation to, the accuracy or completeness of this
announcement, or any other written or oral information made available to or
publicly available to any interested party or its advisers and any liability
therefore is hereby expressly disclaimed.


Credit Suisse First Boston, which is authorised and regulated by the FSA, is
acting for Wood Group in connection with the Placing and no one else and will
not be responsible to anyone other than Wood Group for providing the protections
afforded to clients of Credit Suisse First Boston nor for providing advice in
relation to the Placing.


JPMorgan Cazenove, which is authorised and regulated by the FSA, is acting for
Wood Group in connection with the Placing and no one else and will not be
responsible to anyone other than Wood Group for providing the protections
afforded to clients of JPMorgan Cazenove 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 2005, 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.




This announcement does 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 Australia, Canada, Japan, South Africa, the United States 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, in or into Australia, Canada, Japan, South Africa, the United States
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 Securities Act  and may not be offered or sold in the
United States except pursuant to an exemption from, or in a transaction not
subject to, the requirements of the Securities Act. There will be no public
offer of Wood Group Shares in the United States, the United Kingdom or
elsewhere. 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. Any representation to the contrary is unlawful. In addition, until 40
days after the commencement of the offering, any offer or sale of Placing Shares
in the United States by any dealer (whether or not participating in the
offering) may violate the registration requirements of the Securities Act.


The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, Credit Suisse First Boston or JPMorgan Cazenove that would
permit an offering 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, Credit Suisse First Boston and JPMorgan Cazenove to inform themselves
about and to observe any such restrictions.


Details of the Placing Agreement and the Placing Shares


Credit Suisse First Boston  and JPMorgan Cazenove (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 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 31/3 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 Relevant
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  FSA for admission of the Placing Shares to the
Official List maintained by the FSA (the 'Official List') and to the Exchange
for admission to trading of the Placing Shares on its market for listed
securities. It is expected that dealings in the Placing Shares will commence no
later than Friday 16 September 2005.


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.


Principal terms of the Bookbuilding Process


Each of Credit Suisse First Boston and JPMorgan Cazenove is arranging the
Placing 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. Subject to the Bookbuilding Process being completed the Placing
Price will be announced (the 'Pricing Announcement') on the Regulatory News
Service no later than 6.00 p.m. on 13 September 2005.


To enter a bid into the Bookbuilding Process, you should communicate your bid by
telephone to your usual sales contact at Credit Suisse First Boston or JPMorgan
Cazenove. 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. on 13
September 2005, 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.


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.


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, inter alia, on admission of the Placing Shares to
the Official List becoming effective and the admission of the Placing Shares to
trading on the Exchange's market for listed securities becoming effective and
the commencement of trading of the Placing shares on such market following
admission by no later than 8am on Friday 16 September 2005 (or such later time
and/or date as the Company, Credit Suisse First Boston and JPMorgan Cazenove may
agree). If, (a) the condition above is 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


Credit Suisse First Boston and JPMorgan Cazenove may by notice in writing to the
Company prior to commencement of trading in the Placing Shares terminate their
obligations under the Placing Agreement if:


1. there shall have come to the notice of Credit Suisse First Boston and/or
JPMorgan Cazenove any breach of any of the warranties and representations
contained in the Placing Agreement or any failure to perform any of the
undertakings or agreements in the Placing Agreement which in each case is
material in the context of the Placing; or


2. any of the conditions to which the Placing is subject have not been satisfied
by the Company or (to the extent waivable) waived by the Managers; or


3. if there shall have occurred, in the reasonable opinion of the Managers, any
material adverse change in the financial markets in the United Kingdom, the
United States or in the international financial markets, any outbreak of
hostilities or escalation thereof, any act of terrorism or other calamity or
crisis or any change or development involving a prospective change in national
or international financial, political or economic conditions or currency
exchange rates or exchange controls in each case as would, in the reasonable
opinion of the Managers following consultation with the Company, make it
impractical to market the New Shares or to enforce contracts for the sale of the
New Shares.


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


No Prospectus


No prospectus has been or will be submitted to be approved by the FSA in
relation to the Placing Shares and the Placees' commitments will be made solely
on the basis of the information contained in this announcement, the Pricing
Announcement, and any information publicly announced to a Regulatory Information
Service by or on behalf of the Company prior to the date of this announcement
(together, the 'Publicly Available Information'). Each Placee, by accepting a
participation in the Placing, agrees 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. 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 for which the Managers accept no responsibility 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;


3. 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, Japan, South Africa or the United States;


4. acknowledge that the Placing Shares have not been and will not be registered
under the securities legislation of Australia, Canada, Japan, South Africa or
the United States and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly, within
Australia, Canada, Japan, South Africa or the United States;


5. 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;


6. 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 may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirement of the Securities Act. The Placing Shares are being
offered and sold on behalf of the Company only outside the United States in
accordance with Rule 903 or Rule 904 of Regulation S;


7. 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;


8. represent and warrant that you (a) are subscribing for the Placing Shares in
an 'Offshore Transaction' in accordance with Regulation S, (b) are not
purchasing the Placing Shares with a view to distributing such shares in the
United States and (c) will not resell, pledge or otherwise transfer any Placing
Shares except in accordance with Rule 903 or 904 of Regulation S;


9. 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);


10. 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 (2003) (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;


11. represent and warrant that you fall within section 86(7) of the Financial
Services and Markets Act 2000 ('FSMA'), being a qualified investor, and within
Article 19 and/or 49 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 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;


12. 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 of the Placing
Shares, 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  Section 85(1) of FSMA, as amended;


13. 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;


14. 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;


15. 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);


16. 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;


17. 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;


18. 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; and


19. 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.



END




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