Placing & Open Offer

PANTHEON INTERNATIONAL PARTICIPATIONS PLC ("PIP" or the "Company")       

 Placing and open offer of ordinary shares in the Company at an issue price of 
                                     905p                                      

Not for release, publication or distribution in whole or in part, directly or
indirectly in or into the United States, Australia, Canada, Italy, Japan,
Republic of South Africa or New Zealand or any other jurisdiction where to do
so might constitute a violation of local securities law or regulation or
require any action to be taken to register or qualify. Any failure to comply
with this restriction may constitute a violation of the laws of the relevant
jurisdiction.

This announcementis not an offer of securities for sale in the United States or
any other jurisdiction. The securities referred to herein have not been and
will not be registered under the US Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration under the
Securities Act or an available exemption from it.

14 June 2007

On 21 May 2007 the Board of Directors of PIP (the "Directors") announced
proposals to raise up to approximately £100 million before expenses by way of a
placing and open offer (the "Issue") of up to 11,050,000 ordinary shares in PIP
("Shares") at a price of 905 pence per share (the "Issue Price"). As part of
the Issue, certain of the Shares will be placed with institutional and certain
other selected investors (the "Placing"). In addition, an offer has been made
to qualifying ordinary shareholders on the basis of 1 Share for every 5
ordinary shares held at close of business on the record date (the "Open Offer"
). Application has been made to the UK Listing Authority and London Stock
Exchange plc (the "LSE") for the Shares to be admitted to the Official List of
the UK Listing Authority and for admission to trading on the LSE (together, 
"Admission").

The Company is the longest-established private equity fund-of-funds quoted on
the London Stock Exchange, enabling private investors as well as institutions
to gain access to a substantial portfolio of unquoted companies in the US, UK,
Continental Europe and Asia, within funds managed by experienced private equity
managers. The primary investment objective of the Company is to maximise
capital growth by investing in private equity funds and, occasionally, directly
in private companies.

The Issue is sponsored by Dresdner Kleinwort Securities Limited ("Dresdner
Kleinwort" or the "Placing Agent").

The Placing, which is conditional upon the matters described in the appendix to
this announcement and which will be carried out by Dresdner Kleinwort as
placing agent on behalf of the Company, is expected to be completed on 15 June
2007, with trading in the Shares expected to commence on 20 June 2007.

A prospectus dated 21 May 2007 relating to the Company which contains
information about the Issue and Admission (the "Prospectus") has been
published. Copies are available for inspection (during normal business hours
only) at the Document Viewing Facility, The Financial Services Authority, 25
The North Colonnade, Canary Wharf, London E19 5HS.

If you choose to participate in the Placing by making an oral acceptance of an
oral offer made to you by the Placing Agent (on behalf of the Company) to
subscribe for Shares your acceptance will be legally binding and you will be
deemed to have read and understood this announcement in its entirety and to be
accepting such offer on the terms and conditions contained in the Appendix to
this announcement and to be providing the representations, warranties and
acknowledgements contained in the Appendix to this announcement.

The full terms and conditions of the Placing are set out in the Appendix to
this announcement.

Contacts

Rhoddy Swire [phone]

Pantheon International Participations PLC

Andrew Lebus [phone]

Pantheon Ventures Limited

Lewis Aldridge [phone]

Pantheon Ventures Limited

Andrew Zychowski [phone]

Dresdner Kleinwort

Robbie Robertson [phone]

Dresdner Kleinwort

The contents of this announcement have been approved by Pantheon Ventures
Limited (a company authorised and regulated by the Financial Services
Authority) for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000.

Dresdner Kleinwort Securities Limited, which is authorised and regulated by the
Financial Services Authority, is acting for the Company, and for no-one else in
connection with the contents of this announcement and will not be responsible
to anyone other than the Company for providing the protections afforded to
customers of Dresdner Kleinwort Securities Limited, or for affording advice in
relation to the contents of this announcement or any matters referred to
herein. Dresdner Kleinwort Securities Limited is not responsible for the
contents of this document. Dresdner Kleinwort Securities Limited has given and
not withdrawn its written consent to the issue of this announcement with the
inclusion of the reference to its name in the form and context in which it is
included.

Pantheon Ventures Limited, which is authorised and regulated by the Financial
Services Authority, is acting for the Company, and for no-one else in
connection with the contents of this announcement and will not be responsible
to anyone other than the Company for providing the protections afforded to
customers of Pantheon Ventures Limited, or for affording advice in relation to
the contents of this announcement or any matters referred to herein. Pantheon
Ventures Limited has given and not withdrawn its written consent to the issue
of this announcement with the inclusion of the reference to its name in the
form and context in which it is included.

APPENDIX

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH ACTIVITY IS UNLAWFUL
OR WOULD REQUIRE THE COMPANY TO TAKE ANY ACTION TO REGISTER OR QUALIFY

PANTHEON INTERNATIONAL PARTICIPATIONS PLC - PROPOSED PLACING OF NEW ORDINARY
SHARES

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE
DIRECTED ONLY AT PERSONS SELECTED BY DRESDNER KLEINWORT SECURITIES LIMITED
("DKIB") WHO ARE "INVESTMENT PROFESSIONALS" AS DESCRIBED IN ARTICLE 19 OR "HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" AS DESCRIBED IN ARTICLE
49 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (the "FPO") OR TO PERSONS WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACING
SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION,
OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 ("FSMA"), INCLUDING PERSONS FALLING WITHIN
ARTICLE 2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS
DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL
SERVICES AUTHORITY (THE "FSA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE
CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

These materials and the information contained therein do not constitute an
offer of securities for sale in the United States or to US persons, as defined
in Regulation S ("Regulation S") under the US Securities Act of 1933, as
amended (the "Securities Act"). The Placing Shares have not been and will not
be registered under the Securities Act or under the securities laws of any
state or other jurisdiction of the United States and may not be offered, sold,
resold or delivered, directly or indirectly, in or into the United States, or
to or for the account or benefit of, any US person absent registration except
pursuant to an exemption from or in a transaction not subject to the
registration requirements of the Securities Act. No offering of the Placing
Shares is being made in the United States or to US persons and no offers to buy
the Placing Shares will be accepted from persons in the United States or US
persons. The Placing (as defined below) is being made outside the United States
in offshore transactions as defined in and meeting the requirements of
Regulation S. Persons receiving this document (including custodians, nominees
and trustees) must not forward, distribute, mail or otherwise transmit it in or
into the United States or use the United States mails, directly or indirectly,
in connection with the Placing.

This document does not constitute an offer to sell or issue or a solicitation
of an offer to buy or subscribe for Placing Shares in any jurisdiction
including, without limitation, Canada, Japan or any other jurisdiction in which
such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction").
This document and the information contained herein are not for publication or
distribution, directly or indirectly, to persons in a Prohibited Jurisdiction,
and the Placing Shares may not be offered, sold, resold or delivered, directly
or indirectly, in or into, or to or for the account or benefit of persons in a
Prohibited Jurisdiction, unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.

The distribution of this document, the Placing and/or issue of the Placing
Shares in certain jurisdictions may be restricted by law and/or regulation. No
action has been taken by Pantheon International Participations plc ("the
Company"), DKIB or any of their respective Affiliates (as defined below) that
would permit an offer of the Placing Shares or possession or distribution of
this document or any other publicity material relating to such Placing Shares
in any jurisdiction (other than the United Kingdom) where action for that
purpose is required. Persons receiving this document are required to inform
themselves about and to observe any such restrictions.

In so far as the offer or invitation contained in this document is made to
persons in Australia, it is made only to persons who, or in circumstances that,
fall within one of the exclusions contained in section 708 of the Corporations
Act 2001 (Cth) ("Corporations Act"). This document is not a prospectus or other
disclosure document required to be lodged with the Australian Securities and
Investments Commission under Chapter 6D of the Corporations Act. Nor is it a
product disclosure statement or similar document required under Chapter 7 of
the Corporations Act. Accordingly, this document does not contain the
information which would be contained in a prospectus or other disclosure
document prepared under the Corporations Act and does not purport to contain
all of the information that may be necessary or desirable to enable a potential
investor to properly evaluate and consider an investment in the Company.

By participating in the Placing (as defined below), each person who is invited
to and who chooses to participate in the Placing (a "Placee") by making an oral
offer to take up Placing Shares is deemed to have read and understood this
document in its entirety and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained herein. In particular,
you represent, warrant, agree and acknowledge that:

 1. you are (i) an investment professional within the meaning of article 19(5)
    of the FPO and/or (ii) a person falling within article 49(2) of the FPO;
    and
   
 2. if you are in the European Union you are a Qualified Investor as defined in
    section 86(7) of the FSMA; and
   
 3. you are a non-US person outside the United States; and
   
 4. if you are in Australia, you are a "professional investor" within the
    meaning of section 9 of the Corporations Act.
   
Details of the Placing and Open Offer Agreement and the Placing Shares

The Company and Pantheon Ventures Limited (the "Manager") have entered into a
placing agreement (the "Placing and Open Offer Agreement") with DKIB under
which DKIB has, subject to the terms set out therein, agreed to use its
reasonable endeavours, as agent of the Company, to procure Placees for the
Placing Shares (the "Placing") and to assist the Company in making an open
offer (the "Open Offer") of new ordinary shares (the "Offer Shares").

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with both the Offer Shares and the existing issued
ordinary shares of 67 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.

The Placing Shares will be issued free of any pre-emption rights, encumbrance,
lien or other security interest. The Company confirms that, subject to the
passing of the Resolutions (as defined below), it is entitled to allot the
Placing Shares pursuant to section 80 of the Companies Act 1985 as amended, as
if section 89(1) of that Act did not apply to such allotment.

Application for listing and admission to trading

An application has been made to the FSA as the competent authority for listing
for admission of the Placing Shares and the Offer Shares to the Official List
maintained by the FSA in accordance with section 74(1) of FSMA for the purposes
of part VI of FSMA and to London Stock Exchange plc (the "London Stock
Exchange") for admission to trading of the Placing Shares and the Offer Shares
on the London Stock Exchange`s market for listed securities ("Admission"). It
is expected that Admission will become effective and that dealings will
commence on 20 June 2007, and in any event no later than 29 June 2007.

Participation in, and principal terms of, the Placing

Each of DKIB and its respective Affiliates (as defined below) is entitled to
participate as a Placee.

A single price of 905 pence per Placing Share (the "Placing Price") will be
payable to DKIB by all Placees.

Prospective Placees will be identified and contacted by DKIB.

The Placing is expected to close no later than 5 p.m. London time on 15 June
2007, but may be closed earlier at the sole discretion of DKIB. DKIB may, in
its sole discretion, accept offers to subscribe for Placing Shares after the
Placing has closed.

DKIB will further contact and confirm orally to Placees the size of their
respective allocations and a trade confirmation will be dispatched as soon as
possible thereafter. DKIB's oral confirmation of the size of allocations and
each Placee's oral commitment to accept the same will constitute a legally
binding agreement pursuant to which each such Placee will be required to accept
the number of Placing Shares allocated to the Placee at the Placing Price and
otherwise on the terms and subject to the conditions set out herein and in the
prospectus dated 21 May 2007 published by the Company in connection with the
Placing, the Open Offer and Admission (the "Prospectus").

In the event that the aggregate applications for Placing Shares exceed the
maximum size of the Placing, then the Company in consultation with DKIB
reserves the right to scale back the number of Placing Shares to be subscribed
by any Placee. DKIB also reserves the right not to accept offers to subscribe
for Placing Shares or to accept such offers in part rather than in whole. The
acceptance of offers shall be at the absolute discretion of DKIB. DKIB shall be
entitled to effect the Placing by such method as it shall in its sole
discretion determine (including the placement of Placing Shares after the
closing date on a T+1 or T+2 basis). To the fullest extent permissible by law,
neither DKIB, any holding company, subsidiary, branch or affiliate thereof
(each an "Affiliate") of DKIB or the Company, nor any person acting on their
respective behalf shall have any liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular, neither DKIB
or the Company, nor any of their Affiliates thereof nor any person acting on
their respective behalf shall have any liability in respect of its conduct of
the Placing or of such alternative method of effecting the Placing as DKIB may
determine. No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.

Each Placee's obligations will be owed to the Company and to DKIB. Following
the oral confirmation referred to above, each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to DKIB, to pay
to DKIB (or as DKIB may direct) in cleared funds an amount equal to the product
of the Placing Price and the number of Placing Shares such Placee has agreed to
acquire. The Company shall allot through DKIB such Placing Shares to each
Placee following each Placee's payment to DKIB of such amount.

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

Conditions of the Placing

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

The obligations of DKIB under the Placing and Open Offer Agreement are
conditional, inter alia, on:

 1. the ordinary and special resolutions proposed at the extraordinary general
    meeting of the Company to be held on 14 June 2007 (the "Resolutions")
    having been passed without amendment by the relevant majorities not later
    than 14 June 2007 (or such later time and date as may be agreed between the
    Company and DKIB so that Admission occurs not later than 29 June 2007);
   
 2. Admission occurring by no later than 8.00 a.m. on 20 June 2007 (or such
    other date as may be agreed between the Company and DKIB, not being later
    than 29 June 2007);
   
 3. the Company complying with its obligations under the Placing and Open Offer
    Agreement to the extent they fall to be performed prior to Admission;
   
 4. the delivery by each of the Company and the Manager, on the day of (and
    prior to) Admission, to DKIB of a certificate confirming, inter alia, that
    none of the respective representations, warranties and undertakings given
    by the Company and the Manager in the Placing and Open Offer Agreement has
    been breached or is unfulfilled or was untrue or inaccurate when made or
    would be breached or unfulfilled or be untrue or inaccurate were it to be
    repeated by reference to the facts subsisting on the date of such
    certificate; and
   
 5. the Company allotting prior to Admission, subject only to Admission, the
    Placing Shares and the Offer Shares to be allotted pursuant to the Open
    Offer.
   
If (a) the conditions are not fulfilled or (to the extent permitted under the
Placing and Open Offer Agreement) waived by DKIB, or (b) the Placing and Open
Offer Agreement is terminated in the circumstances specified below, the Placing
will lapse and each Placee's rights and obligations hereunder shall cease and
determine at such time and no claim may be made by a Placee in respect thereof.
DKIB shall not 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 and Open Offer Agreement or in
respect of the Placing generally.

By participating in the Placing, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under the heading `Right to terminate under the Placing and Open Offer
Agreement' below, and will not be capable of rescission or termination by the
Placee.

Right to terminate under the Placing and Open Offer Agreement

DKIB may, at any time before Admission, terminate the Placing and Open Offer
Agreement by giving notice to the Company if:

 1. DKIB reasonably considers any of the warranties given by the Company and
    the Manager in the Placing and Open Offer Agreement are not true and
    accurate or otherwise have been breached (or would not be true and accurate
    or would be so breached if they were repeated at any time before Admission)
    by reference to the facts subsisting at the relevant time when the notice
    referred to above is given in any manner which DKIB, acting in good faith
    considers in its reasonable opinion to be material and adverse; or
   
 2. DKIB reasonably considers that the Company or the Manager fails to comply
    with any of its obligations under the Placing and Open Offer Agreement
    which DKIB, acting in good faith, considers in its reasonable opinion to be
    material; or
   
 3. in the reasonable opinion of DKIB, acting in good faith, there has been a
    material adverse change in the financial or trading position or prospects
    of the Company or the Manager since the date of publication of the
    Prospectus; or
   
 4. in the absolute discretion of DKIB, there has been a change in national or
    international financial, political, economic or stock market conditions
    (primary or secondary); an incident of terrorism, outbreak or escalation of
    hostilities, war, declaration of martial law or any other calamity or
    crisis; a suspension or material limitation in trading of securities
    generally on any stock exchange; any change in currency exchange rates or
    exchange controls or a disruption of settlement systems or a material
    disruption in commercial banking as would be likely in the opinion of DKIB,
    acting reasonably and in good faith, to prejudice the success of the
    Placing and the Open Offer.
   
By participating in the Placing, each Placee agrees with DKIB that the exercise
by DKIB of any right of termination or other discretion under the Placing and
Open Offer Agreement shall be within the absolute discretion of DKIB and that
DKIB need not make any reference to the Placee in this regard and that, to the
fullest extent permitted by law, DKIB shall not have any liability whatsoever
to the Placee in connection with any such exercise.

Prospectus

The Prospectus has been published in connection with the Placing, the Open
Offer and Admission. The Prospectus has been approved by the UK Listing
Authority. A Placee may only rely on the information contained in the
Prospectus in deciding whether or not to participate in the Placing.

Each Placee, by accepting a participation in the Placing, agrees that the
content of this document and the Prospectus is exclusively the responsibility
of the Company and confirms to DKIB and the Company that it has neither
received nor relied on any information, representation, warranty or statement
made by or on behalf of DKIB (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the trade
confirmation referred to below), any of its Affiliates, any persons acting on
their behalf, the Company or any person acting on its behalf (including the
Manager) other than the Prospectus and none of DKIB, any of its Affiliates, any
persons acting on their behalf, the Company or any person acting on its behalf
(including the Manager) will be liable for the decision of any Placee to
participate in the Placing based on any other information, representation,
warranty or statement which the Placee may have obtained or received
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges and agrees, to DKIB for
itself and as agent for the Company, that, except in relation to the
information contained in this document and the Prospectus, 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 (ISIN GB0004148507) following
Admission will take place within the CREST system, using the DVP mechanism,
subject to certain exceptions. DKIB reserves the right to require settlement
for and delivery of the Placing Shares to Placees by such other means that it
deems necessary, if delivery or settlement is not possible or practicable
within the CREST system within the timetable set out in this document or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it, the Placing
Price, the aggregate amount owed by such Placee to DKIB and settlement
instructions. Placees should settle against CREST ID: 318. It is expected that
such trade confirmation will be despatched on 15 June 2007 and that this will
also be the trade date. Each Placee agrees that it will do all things necessary
to ensure that delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions which it has in place
with DKIB.

It is expected that settlement will be on 20 June 2007 on a T+3 basis in
accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of 2
percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these
obligations, DKIB may sell any or all of the Placing Shares allocated to the
Placee on such Placee's behalf and retain from the proceeds, for the purposes
of satisfying its own obligations, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The Placee will, however, remain liable
for any shortfall below the aggregate amount owed by such Placee 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 such Placing Shares on
such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation 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 is 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 PTM levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, neither DKIB nor the Company shall be responsible for
the payment thereof. Placees will not be entitled to receive any fee or
commission in connection with the Placing.

Representations and Warranties

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf):

 1. represents and warrants that it has read and understood this document in
    its entirety and acknowledges that its participation in the Placing will be
    governed by the terms of this document and the Prospectus;
   
 2. agrees to indemnify on an after-tax basis and hold harmless the Company,
    DKIB, any of their respective Affiliates and any person acting on their
    behalf from any and all costs, claims, liabilities and expenses (including
    legal fees and expenses) arising out of or in connection with any breach of
    the representations, warranties, acknowledgements, agreements and
    undertakings in this document and further agrees that the provisions of
    this document shall survive after completion of the Placing;
   
 3. acknowledges that the ordinary shares of the Company with a nominal value
    of 67 pence each are listed on the Official List of the UK Listing
    Authority, and the Company is therefore required to publish certain
    business and financial information in accordance with the rules and
    practices of the FSA (collectively, the "Exchange Information"), which
    includes a description of the nature of the Company's business and the
    Company's most recent balance sheet and profit and loss account, and
    similar statements for preceding financial years, and that the Placee is
    able to obtain or access the Exchange Information without undue difficulty;
   
 4. acknowledges that none of DKIB, any of its Affiliates nor any person acting
    on their behalf nor the Manager has provided, and will not provide it with
    any material or information regarding the Placing Shares or the Company;
    nor has it requested DKIB, any of its Affiliates or any person acting on
    their behalf or the Manager to provide it with any such material or
    information;
   
 5. acknowledges that neither DKIB, any of its Affiliates nor any person acting
    on their behalf nor the Manager will be responsible for or shall have any
    liability for any information, representation or statement relating to the
    Company contained in this document or any information previously published
    by or on behalf of the Company and neither DKIB, any of its Affiliates nor
    any person acting on their behalf nor the Manager will be liable for any
    Placee's decision to participate in the Placing based on any information,
    representation or statement contained in this document or otherwise. Each
    Placee further represents, warrants and agrees that the only information on
    which it is entitled to rely and on which such Placee has relied in
    committing to subscribe for the Placing Shares is contained in this
    document, the Prospectus and any Exchange Information, such information
    being all that it deems necessary to make an investment decision in respect
    of the Placing Shares, and that it has relied on its own investigation with
    respect to the Placing Shares and the Company in connection with its
    decision to subscribe for the Placing Shares and acknowledges that it is
    not relying on any investigation that DKIB, any of its Affiliates or any
    person acting on their behalf or the Manager may have conducted with
    respect to the Placing Shares or the Company and none of such persons has
    made any representations to it, express or implied, with respect thereto;
   
 6. acknowledges that it has not relied on any information relating to the
    Company contained in any research reports prepared by DKIB, any of its
    Affiliates or any person acting on DKIB's or any of its Affiliates' behalf
    and understands that (i) none of DKIB, any of its Affiliates nor any person
    acting on their behalf has or shall have any liability for public
    information or any representation; (ii) none of DKIB, any of its Affiliates
    nor any person acting on their behalf has or shall have any liability for
    any additional information that has otherwise been made available to such
    Placee, whether at the date of publication, the date of this document or
    otherwise; and that (iii) none of DKIB, any of its Affiliates nor any
    person acting on their behalf makes any representation or warranty, express
    or implied, as to the truth, accuracy or completeness of such information,
    whether at the date of publication, the date of this document or otherwise;
   
 7. represents and warrants that (i) it is entitled to acquire the Placing
    Shares under the laws and regulations of all relevant jurisdictions which
    apply to it; (ii) it has fully observed such laws and regulations and
    obtained all such governmental and other guarantees and other consents and
    authorities which may be required thereunder and complied with all
    necessary formalities; (iii) it has all necessary capacity to commit to
    participation in the Placing and to perform its obligations in relation
    thereto and will honour such obligations; (iv) it has paid any issue,
    transfer or other taxes due in connection with its participation in any
    territory and (v) it has not taken any action which will or may result in
    the Company, or DKIB, any of their Affiliates or any person acting on their
    behalf being in breach of the legal and/or regulatory requirements of any
    territory in connection with the Placing;
   
 8. 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) and that the
    Placing Shares are not being acquired in connection with arrangements to
    issue depositary receipts or to issue or transfer Placing Shares into a
    clearance system;
   
 9. represents and warrants that it understands that the Placing Shares have
    not been and will not be registered under the Securities Act or under the
    securities laws of any state or other jurisdiction of the United States (as
    defined below) and understands and agrees that the Placing Shares may not
    be offered, sold, resold, delivered or distributed, directly or indirectly,
    in or into the United States or to, or for the benefit of US persons (as
    defined in Regulation S) except pursuant to an exemption from, or in a
    transaction not subject to, the registration requirements of the Securities
    Act;
   
10. acknowledges that the Company has not been registered as an "investment
    company" under the United States Investment Company Act of 1940, as
    amended;
   
11. represents and warrants that (a) it is, and at the time the buy order for
    the Placing Shares is originated, it will be outside the United States of
    America, its territories or possessions, any state of the United States and
    the District of Columbia (the "United States"), (b) it is not a US person
    (as defined in Regulation S) and (c) it will not offer or sell, directly or
    indirectly, any of the Placing Shares in the United States or to, or for
    the account or benefit of, a US person except pursuant to an exemption
    from, or in a transaction not subject to, the registration requirements of
    the Securities Act;
   
12. represents and warrants that it has not offered or sold and will not offer
    or sell any Placing Shares to persons in the United Kingdom prior to
    Admission except to qualified investors as defined in section 86(7) of
    FSMA, being (inter alia) persons falling within Article 2.1(e)(i), (ii) or
    (iii) of the Prospectus Directive;
   
13. 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;
   
14. 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;
   
15. represents and warrants that it has complied with its obligations in
    connection with money laundering and terrorist financing under the Criminal
    Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000,
    the Anti-terrorism Crime and Security Act 2001 and the Money Laundering
    Regulations (2003) (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;
   
16. represents and warrants that it is (a) a person falling within Article 19
    (5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of
    the FPO 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;
   
17. represents and warrants that it is a qualified investor as defined in
    section 86(7) of FSMA, being (inter alia) a person falling within Article
    2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
   
18. undertakes that it (and any person acting on its behalf) will pay for the
    Placing Shares acquired by it in accordance with this document on the due
    time and date set out herein against delivery of such Placing Shares to it,
    failing which the relevant Placing Shares may be placed with other Placees
    or sold as DKIB may, in its absolute discretion, determine and it will
    remain liable for any shortfall of the net proceeds of such sale below the
    aggregate amount payable for such Placing Shares at the Placing Price and
    may be required to bear any stamp duty or stamp duty reserve tax (together
    with any interest or penalties due pursuant to the terms set out or
    referred to in this document) which may arise upon the sale of such
    Placee's Placing Shares on its behalf;
   
19. acknowledges that neither DKIB, any of its Affiliates nor any person acting
    on their behalf is making any recommendations to it or advising it
    regarding the suitability or merits of any transaction it may enter into in
    connection with the Placing, and acknowledges that participation in the
    Placing is on the basis that it is not and will not be a client or customer
    of DKIB or any of its Affiliates and that neither DKIB, any of its
    Affiliates nor any person acting on their behalf has any duties or
    responsibilities to it for providing the protections afforded to their
    clients or customers or for providing advice in relation to the Placing or
    in respect of any representations, warranties, undertakings or indemnities
    contained in the Placing and Open Offer Agreement or for the exercise or
    performance of any of DKIB's rights and obligations thereunder, including
    any right to waive or vary any condition or exercise any termination right
    contained therein;
   
20. undertakes that (i) the person whom 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) neither DKIB nor the Company will be responsible
    for any liability to pay stamp duty or stamp duty reserve tax resulting
    from a failure to observe this requirement and (iii) the Placee and any
    person acting on its behalf agrees to acquire the Placing Shares on the
    basis that the Placing Shares will be allotted to the CREST stock account
    of DKIB which will hold them as settlement agent as nominee for the Placees
    until settlement in accordance with its standing settlement instructions
    with payment for the Placing Shares being made simultaneously upon receipt
    of the Placing Shares in the Placee's stock account on a delivery versus
    payment basis;
   
21. 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;
   
22. acknowledges that it irrevocably appoints any director of DKIB as its agent
    for the purposes of executing and delivering to the Company and/or its
    registrars any documents on its behalf necessary to enable it to be
    registered as the holder of any of the Placing Shares agreed to be taken up
    by it under the Placing;
   
23. represents and warrants that it is not, and is not acting on behalf of or
    for the account of, a resident of any Prohibited Jurisdiction and
    acknowledges that the Placing Shares have not been and will not be
    registered nor will a prospectus be cleared in respect of the Placing
    Shares under the securities legislation of any Prohibited Jurisdictions
    and, subject to certain exceptions, may not be offered, sold, taken up,
    renounced, delivered or transferred, directly or indirectly, within any
    Prohibited Jurisdiction;
   
24. acknowledges that the agreement to settle each Placee's acquisition of
    Placing Shares (and/or the acquisition 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 an acquisition by it and/or such person
    direct from the Company of 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 issue or 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 DKIB will be responsible and such stamp duty or
    stamp duty reserve tax shall be paid by the Placees. If this is the case,
    the Placee should take its own advice and notify DKIB accordingly;
   
25. acknowledges that the Placing Shares will be issued and/or transferred
    subject to the terms and conditions set out in this document and otherwise
    as stated in the Prospectus;
   
26. acknowledges that when a Placee or any person acting on behalf of the
    Placee is dealing with DKIB, any money held in an account with DKIB on
    behalf of the Placee and/or any person acting on behalf of the Placee will
    not be treated as client money within the meaning of the relevant rules and
    regulations of the FSA. The Placee acknowledges that the money will not be
    subject to the protections conferred by the client money rules; as a
    consequence, this money will not be segregated from DKIB's money in
    accordance with the client money rules and will be used by DKIB in the
    course of its business; and the Placee will rank only as a general creditor
    of DKIB;
   
27. acknowledges that DKIB may (in its absolute discretion) satisfy its
    obligations to procure Placees by itself agreeing to become a Placee in
    respect of some or all of the Placing Shares or by nominating any connected
    or associated person to do so;
   
28. acknowledges and understands that the Company, DKIB, and others will rely
    upon the truth and accuracy of the foregoing representations, warranties,
    agreements, undertakings and acknowledgements and agrees to notify DKIB
    promptly in writing if any of its representations, warranties,
    undertakings, agreements or acknowledgements cease to be accurate and
    complete; and
   
29. acknowledges and agrees that neither such Placee nor its affiliates nor any
    person acting on its or their behalf have engaged in or will engage in any
    "general solicitation or general advertising" (within the meaning of
    Regulation D under the Securities Act) or any "directed selling efforts"
    (as defined in Regulation S) with respect to the Placing Shares.
   
The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to the Company and DKIB (for their own benefit and,
where relevant, the benefit of their respective Affiliates and any person
acting on their behalf) and are irrevocable.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that
the Placing Shares are issued or transferred (as the case may be) into CREST
to, or to the nominee of, a Placee who holds those shares beneficially (and not
as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.

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

In addition, Placees should note that they will be liable for any capital duty,
stamp duty and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the UK by them or any other person
on the acquisition by them of any Placing Shares or the agreement by them to
acquire any Placing Shares.

All times and dates in this document may be subject to amendment. DKIB shall
notify the Placees and any person acting on behalf of the Placees of any such
changes.

This document has been issued by DKIB on behalf of the Company.

Dresdner Kleinwort Securities Limited, which is authorised and regulated by the
Financial Services Authority, is acting for the Company and for no one else in
connection with the Placing and will not be responsible to anyone other than
the Company for providing the protections afforded to customers of Dresdner
Kleinwort Securities Limited or for affording advice in relation to the
Placing, or any other matters referred to herein.

The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States.

The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States.