Issue of Equity

BowLeven Plc
23 November 2006



BowLeven plc ('BowLeven' or the 'Company')


THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS NOT FOR RELEASE, OR PUBLICATION OR
  DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
                           CANADA, AUSTRALIA OR JAPAN


23 November 2006


Proposed placing of 20,863,637 new Ordinary Shares of 10p each at a price of
220p per Ordinary Share to raise approximately £45.9 million and grant of option
to Suntera Resources Limited to subscribe, by way of private placement, for
5,500,000 new Ordinary Shares of 10p each at a price of 220p per Ordinary Share

BowLeven announces a conditional placing of 20,863,637 new ordinary shares (the
'Placing Shares') at 220p per share (the 'Placing Price') to raise approximately
£45.9 million (before expenses) (the 'Placing'). BowLeven has also granted an
option (the 'Option') to Suntera Resources Limited ('Suntera') to subscribe, by
way of a private placement, for 5,500,000 new ordinary shares (the 'Private
Placement Shares') at 220p per share to raise £12.1 million (the 'Private
Placement'). In a separate announcement made today, the boards of BowLeven and
FirstAfrica Oil plc ('FirstAfrica Oil') announced that they have reached
agreement on the terms of a recommended offer by Bowleven for the entire issued
and to be issued share capital of FirstAfrica Oil (the 'Offer' and/or the
'Acquisition').

If completed or exercised (as the case may be), each of the Offer, the Placing
and the Option will represent a significant issue of equity by the Company. The
Placing Shares represent an increase of approximately 61.3 per cent. of the
current issued share capital of the Company. If the Option is exercised, the
Private Placement Shares will represent an increase of approximately 16.2 per
cent. of the current issued share capital of the Company. The shares offered in
consideration for the Offer (the 'Offer Shares'), will represent an increase of
approximately 41.4 per cent. of the current issued share capital of the Company.

The directors of the Company intend to use the proceeds of the Placing (and, if
exercised, the Option) to fund the possible revised East Orivinyare Field
development plan (further details of which are set out in the separate
announcement made today in respect of the Offer) and to provide funds for
further exploration activities and for working capital purposes.

Each of the Offer, the Placing and the Private Placement are conditional upon
the grant of requisite authorities by the shareholders of the Company at an
extraordinary general meeting of the Company (the 'EGM'). A circular containing
a notice convening the EGM will be posted to shareholders in due course. The
issue of the shares pursuant to the Offer, the Placing and, if the Option is
exercised, the Private Placement (together the 'New Shares') is also
conditional, in each case, upon (amongst other things) admission of those shares
to trading on AIM. Application will be made to the London Stock Exchange for the
New Shares to be admitted to trading on AIM. It is expected that dealings in the
Placing Shares and, if the Option is exercised, in the Private Placement Shares
will commence on or around 19 December 2006. Once issued, the New Shares will
rank pari passu with the existing ordinary shares in the Company (the 'Ordinary
Shares').

Reasons for the Placing and the grant of the Option, and Use of Proceeds

The Company is seeking to raise up to £58 million before expenses to fund the
possible revised development plan for the East Orovinyare Field (the 'EOV
Field') (currently owned by FirstAfrica Oil) in Gabon, Africa. The proceeds will
also provide funds for further exploration activities and for working capital
purposes. Of the amount being raised, the Company anticipates that the majority
will be used to finance the possible revised EOV Field development plan, which
includes the construction of a pipeline and the necessary ancillary
infrastructure and completion work. The remainder of the net proceeds will be
used to acquire, process and interpret seismic data on parts of FirstAfrica
Oil's acreage and also to provide working capital to the Enlarged Group (being
the BowLeven Group assuming the completion of the Offer).

Neither the Placing nor the Private Placement are conditional on the Acquisition
and, should the Acquisition not proceed, it is the Directors' intention to place
the net proceeds in an interest bearing account before investing in value
accretive projects. Should the Directors determine that no appropriate
opportunities for investment exist, the Directors will consider returning the
net proceeds to shareholders in a tax efficient manner.

Details of the Placing

Hoare Govett has agreed conditionally, pursuant to a placing agreement dated the
date hereof (the 'Placing Agreement') to place the Placing Shares with
institutional investors at the Placing Price, failing which Hoare Govett has
conditionally agreed to subscribe as principal for those Placing Shares at the
Placing Price to the extent they are not subscribed under the Placing Agreement.

The Placing Agreement is conditional, inter alia, upon the passing of the
resolution to be proposed at the EGM and admission of the Placing Shares to
trading on AIM ('Admission') having become effective.

The Placing Agreement is also terminable in certain circumstances up until the
time of Admission, including for a breach of the Company's obligations under the
Placing Agreement or for a breach of warranty in a manner which, in the good
faith opinion of Hoare Govett, is material in the context of the Placing, or in
the event of force majeure or a material adverse change in the financial
condition of the Company.

Terms of the Option

BowLeven has entered into a letter agreement with Suntera pursuant to which the
Company has granted Suntera the Option. Upon exercise of the Option, Suntera
will enter into a private placement agreement (the 'Private Placement
Agreement') to subscribe conditionally for the Private Placement Shares at the
Placing Price and resulting in an aggregate subscription of £12.1 million. The
Option is exercisable, at Suntera's discretion, on Monday 27 November. If not
exercised on that date, the Option will lapse. The subscription by Suntera will
not be underwritten.

If the Option is exercised, the Private Placement will be conditional upon
Admission becoming effective and admission to trading on AIM of the Private
Placement Shares.

The grant of the Option by the Company to Suntera is a related party transaction
under rule 13 of the AIM Rules (by reason of Suntera's existing significant
holding of Ordinary Shares). With the exception of Steve Lowden (who did not
participate in the deliberations or the decision of the Board of BowLeven to
approve the transaction on account of his relationship with Suntera), the Board
considers, having consulted with Hoare Govett, the Company's corporate broker
and, with effect from 6 December 2006, nominated adviser that the terms of the
Option are fair and reasonable insofar as shareholders in the Company are
concerned.

Current trading and prospects

On 2 November 2006, Terry Heneaghan, Executive Chairman of the Company made the
following statement in the Company's preliminary results announcement for the
year ended 30 June 2006:

'Despite the drilling of two unsuccessful wells in 2005, the stated hydrocarbon
asset base of the Group has not materially changed since the listing of
BowLeven's shares on AIM two years ago. The potential to exploit these
recoverable reserves and contingent resources remains intact, and I am confident
that the management team will do so.

The exploration potential of the Etinde Permit remains; blocks MLHP-5 and 6 have
the potential for discovery of substantial hydrocarbon reserves and resources,
with consequent benefits for shareholder value.

The Board and management team have been strengthened and this team has the
undoubted potential to drive the Company forward to success.'

As stated in BowLeven's annual report for the financial year ended 30 June 2006,
recoverable hydrocarbon volumes in MLHP-7 are estimated to be 109mmboe of which
33.7mmboe are 2P recoverable reserve and 75.3mmboe are P50 Contingent Resources.

Since the announcement of the preliminary results, there has been no change to
the outlook for the Group.

Commenting on the Placing and potential Private Placement, Kevin Hart, Chief
Executive of BowLeven said:

'The strong support of existing and prospective new shareholders is most
welcome. I'm confident that we can put the placing proceeds to good use in
Cameroon and Gabon as we seek to add value on their behalf.'



BowLeven Plc                             Telephone [phone]
Terry Heneaghan, Executive Chairman
Kevin Hart, Chief Executive Officer

Hoare Govett Limited                     Telephone [phone]
Andrew Foster
John MacGowan

Jeffries International Limited           Telephone [phone]
Richard Kent

Maitland                                 Telephone [phone]
Neil Bennett
Alastair Crabbe


Hoare Govett, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for the Company and for no one else solely in
connection with the Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of Hoare Govett
or for providing advice in relation to the Placing.

Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.

These written materials are not an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States absent
registration under the US Securities Act of 1933 (the 'US Securities Act') or an
exemption therefrom. The Company has not registered and does not intend to
register any of its Ordinary Shares under the US Securities Act. The Placing
Shares will not be offered or sold in the United States.


APPENDIX: IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY

Eligible Participants in the Bookbuilding Process

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
DIRECTED ONLY TO 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 2005 (THE 'ORDER') OR ARE PERSONS FALLING
WITHIN ARTICLE 49(1) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS
ETC') OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED AND ARE
PERSONS WHO FALL WITHIN PARAGRAPH (7) OF SECTION 86 OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (THE 'FSMA') (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT AND 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. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVES THAT IT
IS LAWFUL TO DO SO. THIS ANNOUNCEMENT AND THIS APPENDIX DOES NOT CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BOWLEVEN PLC (THE
'COMPANY'). THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE
'PLACING SHARES') REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, (THE 'SECURITIES ACT') OR UNDER
ANY APPLICABLE STATE SECURITIES LAWS, AND ABSENT REGISTRATION MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES.

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

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

1. is a Relevant Person; and

2. is outside the United States and is acquiring the Placing Shares in an
'offshore transaction' (within the meaning of Regulation S under the Securities
Act).

This Announcement (including this Appendix) does not constitute an offer to sell
or issue or the solicitation of an offer to buy or subscribe for ordinary shares
of 0.10 pence each in the capital of the Company (the 'Ordinary Shares') in the
United States, Canada, Japan or Australia or in any other jurisdiction in which
such offer or solicitation is or may be unlawful and the information contained
herein is not for publication or distribution to persons in the United States,
Canada, Japan or Australia or any jurisdiction in which such publication or
distribution is unlawful. Any failure to comply with these restrictions may
constitute a violation of US, Canadian, Australian or Japanese securities laws.
Persons receiving this Announcement (including, without limitation, custodians,
nominees and trustees) must not distribute, mail or send it in, into or from the
United States, or use the United States mails, directly or indirectly, in
connection with the Placing, and by so doing may invalidate any related
purported application for Placing Shares. The Placing Shares 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 or
sold, resold or delivered, directly or indirectly in or into the United States.
No public offering of the Placing Shares is being made in the United States. The
Placing Shares are being offered and sold outside the United States in reliance
on Regulation S. Until the expiration of 40 days after the closing of the
Placing, an offer or sale of the Placing Shares within the United States by a
dealer whether or not participating in the Placing may violate the registration
requirements of the Securities Act.

The distribution of this Announcement (including this Appendix) and the Placing
and/or issue of Ordinary Shares in certain other jurisdictions may be restricted
by law. No action has been taken by the Company or Hoare Govett that would
permit an offer of Ordinary Shares or possession or distribution of this
Announcement (including this Appendix) 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
(including this Appendix) comes are required by the Company and Hoare Govett to
inform themselves about and to observe any such restrictions.

Details of the Placing Agreement and the Placing Shares

Hoare Govett has entered into a placing agreement (the 'Placing Agreement') with
the Company whereby Hoare Govett has, on the terms and subject to the conditions
set out therein, agreed to use its reasonable endeavours as agent for and on
behalf of the Company to procure Placees for the Placing Shares at the Placing
Price during the Bookbuilding Process (as defined below) and, failing which, to
subscribe itself for the Placing Shares at the Placing Price.

The Placing Shares will when issued be credited as fully paid and will rank pari
passu in all respects with the existing issued ordinary shares of 10 pence each
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.

Application for admission to trading

Application will be made to the London Stock Exchange plc (the 'London Stock
Exchange') for admission to trading of the Placing Shares on AIM, a market of
the London Stock Exchange ('Admission'). It is expected that Admission will take
place and dealings in such shares will commence on or around 19 December 2006.

Bookbuilding Process

Commencing today, Hoare Govett (as sole bookrunner) is conducting an accelerated
bookbuilding process (the 'Bookbuilding Process') to determine demand for
participation in the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Bookbuilding Process
and the Placing. No commissions will be paid to Placees or by Placees in respect
of their agreement to subscribe for any Placing Shares.

Hoare Govett will be entitled to effect the Placing by such alternative method
to the Bookbuilding Process as it may, in its sole discretion, determine. To the
fullest extent permissible by law, neither Hoare Govett nor any holding company
thereof, nor any subsidiary, branch or affiliate of Hoare Govett or any such
holding company (each an 'Affiliate') shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise) in
connection with the Placing or the Bookbuilding Process or such alternative
method of effecting the Placing. In particular, neither Hoare Govett nor any
Affiliate thereof shall have any liability in respect of its conduct of the
Bookbuilding Process or of such alternative method of effecting the Placing as
Hoare Govett may determine.

Participation in, and principal terms of, the Bookbuilding Process

By participating in the Bookbuilding Process and the Placing, Placees will be
deemed to have read and understood this Announcement (including this Appendix)
in its entirety and to be participating and making an offer for Placing Shares
at the Placing Price on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings, contained in
this Appendix.

Hoare Govett (whether through itself or its Affiliates) is arranging the Placing
as an agent of the Company.

Hoare Govett and its Affiliates are entitled to participate as principal in the
Bookbuilding Process.

The Bookbuilding Process is expected to close no later than 6.00 p.m. London
time today, 23 November 2006, but at the sole discretion of Hoare Govett, the
timing of the closing of the books and allocations may be accelerated or delayed
(but shall not extend beyond 6.00pm on 24 November 2006). Hoare Govett may, at
its sole discretion, accept bids that are received after the Bookbuilding
Process has closed.

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

A person who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to its usual sales contact at ABN AMRO Bank
N.V. (London branch) or John MacGowan at Hoare Govett on [phone]. If
successful, an allocation will be confirmed orally to such person following the
close of the Bookbuilding Process, and a contract note setting out settlement
instructions will be dispatched as soon as possible thereafter. Hoare Govett's
oral confirmation will constitute a legally binding commitment upon such person
(who will at that point become a Placee) to subscribe for the number of Placing
Shares allocated to that Placee at the Placing Price and otherwise on the terms
and conditions set out in this Appendix and in accordance with the Company's
memorandum and articles of association. Each Placee's obligations will be owed
to the Company and to Hoare Govett (through whom such Placee submitted its bid).
Each Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to Hoare Govett, to pay to it (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for.

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

Conditions of the Placing

The Placing is conditional on the Placing Agreement becoming unconditional in
all respects and not having been terminated in accordance with its terms. The
obligations of Hoare Govett under the Placing Agreement are conditional, inter
alia, upon:

(a) the resolution relating to the Placing to be proposed at the extraordinary
general meeting of the Company to be convened for this purpose for not later
than 22 December 2006 having been passed thereat without amendment; and

(b) Admission taking place by no later than 8.00 a.m. on 27 December 2006.

If (a) any of the conditions contained in the Placing Agreement are not
fulfilled or waived by Hoare Govett by the respective time or date where
specified (or such later time or date as Hoare Govett and the Company may agree
but not later than 8.00 a.m. on 5 January 2007) or (b) the Placing Agreement is
terminated in the circumstances specified below, the Placing will lapse and the
Placees' rights and obligations hereunder shall cease and terminate at such time
and each Placee agrees that no claim can be made by or on behalf of the Placee
(or any person on whose behalf the Placee is acting) in respect thereof.

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

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

Hoare Govett and the Company shall have no liability to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in respect of
any decision Hoare Govett may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition to the Placing nor
for any decision it may make as to the satisfaction of any condition or in
respect of the Placing generally.

Right to terminate under the Placing Agreement

Hoare Govett may, at any time before Admission, terminate the Placing Agreement
in accordance with the terms of the Placing Agreement by giving notice to the
Company in certain circumstances, including the occurrence of a force majeure
event or a material adverse change in the financial condition of the Company.

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

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

No prospectus

No prospectus, admission document or other offering document has been or will be
submitted to be approved by the FSA in relation to the Placing and the Placees'
commitments will be made solely on the basis of the information contained in
this Announcement (including this Appendix) and other information published by
or on behalf of the Company via a Regulatory Information Service. Each Placee,
by accepting a participation in the Placing, agrees and confirms that it has
neither received nor relied on any other information, representation, warranty
or statement made by or on behalf of Hoare Govett or the Company and neither the
Company nor Hoare Govett will be liable for any Placee's decision 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 and trading 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 (ISIN: GB00B04PYL99) following
Admission will take place within the CREST system, subject to certain
exceptions. Hoare Govett reserves the right to require settlement for and
delivery of the Placing Shares to Placees by such other means that it deems
necessary if delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement (including this
Appendix) or would not be consistent with the regulatory requirements in any
Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a contract note
(the 'Contract Note') stating the number of Placing Shares allocated to it, the
Placing Price, the aggregate amount owed by such Placee to Hoare Govett and
settlement instructions. ABN AMRO Bank N.V. (London Branch) is acting as Hoare
Govett's settlement agent and Placees should settle against CREST ID: 521,
account designation 'AGENT'. It is expected that such Contract Notes will be
despatched today, 23 November 2006 and that the trade date will also be 23
November 2006. Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with the settlement
instructions set out in the Contract Note.

It is expected that settlement will be on or around 19 December 2006 in
accordance with the instructions set out in the Contract Note.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above and in the Contract Note
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, Hoare Govett may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for Hoare
Govett's account and benefit, an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and 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,
Placees 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 a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below (and in particular subject to paragraph 15 below), be so
registered free from any liability to UK stamp duty or stamp duty reserve tax.
No Placee (or any nominee or other agent acting on behalf of a Placee) will 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 such Placee's behalf):

1. represents and warrants that it has read this Announcement (including this
Appendix) in its entirety and acknowledges that its participation in the Placing
will be governed by the terms of this Appendix;

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

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

4. acknowledges that the Ordinary Shares are admitted to trading on AIM, and the
Company is therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM (collectively, the
'Exchange Information'), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years.

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

6. acknowledges that the content of this Announcement (including this Appendix)
is exclusively the responsibility of the Company and that neither Hoare Govett,
nor any of its Affiliates nor any person acting on behalf of Hoare Govett or its
Affiliates has or shall have any liability for any information, representation
or statement contained in this Announcement (including this Appendix) or any
information previously published by or on behalf of the Company and will not be
liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement
(including this Appendix) or otherwise. Each Placee represents, warrants and
agrees that when making its investment decision to purchase the Placing Shares
it has relied only on publicly available information released by or on behalf of
the Company via a Regulatory Information Service relating to the Company and
this Announcement (including this Appendix) 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
Hoare Govett, any of its Affiliates or any person acting on behalf of Hoare
Govett or its Affiliates may have conducted with respect to the Placing Shares
or the Company and none of such persons has made any representations to it,
express or implied, with respect thereto;

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

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

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

10. represents and warrants that it (or if acquiring the Placing Shares as
fiduciary or agent for any investor account, such investor) will be the
beneficial owner of such Placing Shares and that the beneficial owner of such
Placing Shares will not at the time the Placing Shares are acquired be a
resident of Canada, Japan or Australia;

11. acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of any of the
States of the United States, or under the securities legislation of Canada,
Australia 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;

12. represents and warrants that it is not a resident of or located in the
United States or acting in a non-discretionary basis for a person in the United
States and is purchasing the Placing Shares in an 'offshore transaction' in
accordance with Regulation S under the Securities Act;

13. acknowledges (and confirms that each beneficial owner of the Placing Shares
has been advised) that the Placing Shares have not been and will not be
registered under the Securities Act or under any applicable state securities
laws, nor approved or disapproved by the US Securities and Exchange Commission,
any state securities commission in the United States or any other United States
regulatory authority;

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

15. represents and warrants that the allocation, allotment, issue and delivery
to it, or the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance services) and that
the Placing Shares are not being subscribed for by it in connection with
arrangements to issue depositary receipts or to transfer Placing Shares into a
clearance system;

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

17. represents and warrants that it and any person acting on its behalf is a
person falling within Article 19(1) and/or 49(1) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, and is a person who falls
within paragraph (7) of section 86 of the FSMA;

18. 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 in circumstances which have not resulted and which will not result in an
offer to the public in the United Kingdom within the meaning of the Prospectus
Rules made by the FSA pursuant to Part IV of the FSMA;

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

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

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

22. undertakes that it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this Announcement
(including this Appendix) and the Contract Note on the due time and date set out
herein, failing which the relevant Placing Shares may be placed with other
subscribers or sold as Hoare Govett may in its sole discretion determine and
without liability to such Placee;

23. acknowledges that neither Hoare Govett, nor any of its Affiliates nor any
person acting on behalf of Hoare Govett or its Affiliates is making any
recommendations to it, advising it regarding the suitability of any transactions
it may enter into in connection with the Placing nor providing advice in
relation to the Placing nor the exercise or performance of any of Hoare Govett's
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;

24. undertakes that the person who it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
Neither Hoare Govett 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. Placees acknowledge that the Placing Shares will be credited to the
CREST stock account of ABN AMRO Bank N.V. (London branch) (CREST ID: 521,
account designation 'AGENT') who will hold them as nominee for the subscribers
of such shares until settlement in accordance with its standing settlement
instructions;

25. acknowledges that the Placing is conditional, inter alia, upon approval by
the Company's shareholders of the issue and allotment of the Placing Shares at
an Extraordinary General Meeting of the Company to be held on or around 18
December 2006;

26. acknowledges that any agreements entered into by it pursuant to these terms
and conditions shall be governed by and construed in all respects in accordance
with English law and it submits (on behalf of itself and on behalf of any person
on whose behalf it is acting) to the exclusive jurisdiction of the courts of
England as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company or Hoare Govett in any jurisdiction in
which the relevant Placee is incorporated or in which any of its securities have
a quotation on a recognised stock exchange;

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

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

29. agrees to indemnify and hold the Company and Hoare Govett harmless from any
and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach by it (or any person
on whose behalf it is acting) of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing.

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

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

In addition, Placees should note that they will be liable to pay any 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
subscription by them for any Placing Shares or the agreement by them to
subscribe for any Placing Shares.

All times and dates in this Announcement (including this Appendix) may be
subject to amendment. Hoare Govett shall notify the Placees and any person
acting on behalf of the Placees of any changes. This Announcement (including
this Appendix) has been issued by the Company and is the sole responsibility of
the Company.

Hoare Govett, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for the Company and for no one else solely in
connection with the Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of Hoare Govett
or for providing advice in relation to the Placing.

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

Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.

These written materials are not an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States absent
registration under the US Securities Act of 1933 (the 'US Securities Act') or an
exemption therefrom. The Company has not registered and does not intend to
register any of its Ordinary Shares under the US Securities Act. The Placing
Shares will not be offered or sold in the United States.





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