Proposed Placing

BowLeven Plc
28 March 2008


28 March 2008

Bowleven plc


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

PROPOSED PLACING OF UP TO 11,970,874 NEW ORDINARY SHARES

Details of the Placing

Bowleven plc ('Bowleven' or the 'Company') announces today its intention to
place up to 11,970,874 new Ordinary Shares, representing up to approximately
15.98 per cent of Bowleven's issued ordinary share capital immediately prior to
the Placing, with both new and existing institutional investors (the 'Placing
Shares').

The Placing is being conducted, subject to the satisfaction of certain
conditions, through an accelerated book-building process to be carried out by
Merrill Lynch International ('Merrill Lynch') and Hoare Govett Limited ('Hoare
Govett'), who are acting as joint bookrunners in relation to the Placing. The
timing of the closing of the books, pricing and allocations are at the
discretion of Bowleven, Merrill Lynch and Hoare Govett. The number of Placing
Shares and the price at which the Placing Shares are to be placed (the 'Placing
Price') will be agreed by Bowleven with Merrill Lynch and Hoare Govett at the
close of the book-building process. Details of the number of Placing Shares and
the Placing Price will be announced as soon as practicable after the close of
the book-building process.

The Placing Shares will be issued credited as fully paid and will rank pari
passu with existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in respect of
such shares after the date of issue of the Placing Shares. The Placing will be
made on a non-preemptive basis. If all the Placing Shares are placed, it would
represent an increase of approximately 15.98 per cent. of the current issued
share capital of the Company, and the Placing Shares would represent
approximately 13.78 per cent. of the enlarged issued share capital of the
Company.

The Company will apply for admission of the Placing Shares to trading on the AIM
market of the London Stock Exchange ('Admission'). It is expected that Admission
will take place and that trading will commence on 2 April 2008.

The Placing is conditional upon, inter alia, Admission becoming effective. The
Placing is also conditional on the placing agreement made between the Company,
Merrill Lynch and Hoare Govett not being terminated.

The Appendix to this announcement (which forms part of this announcement) sets
out the terms and conditions of the Placing.

Use of Proceeds

The directors of the Company intend to use the proceeds of the proposed placing
to finance potential appraisal activity on the Etinde permit following the IF-1r
well and also to provide funds for further exploration and appraisal activities
in its West African portfolio and for working capital purposes.

Commenting on the proposed Placing, Kevin Hart, Chief Executive Officer of
Bowleven said:

'The strong support of existing and prospective new shareholders is most
welcome. I am confident we can utilise the placing proceeds to good effect as we
seek to add to and enhance the value of our existing resource base.'

Contacts

Bowleven plc
Kevin Hart, Chief Executive Officer         00 44 131 524 5656
John Brown, Finance Director                00 44 131 524 5657
Kerry Crawford, Head of Investor Relations  00 44 131 524 5664

Merrill Lynch International
Andrew Osborne                              00 44 207 996 2629
Oliver Holbourn                             00 44 207 995 3700

Hoare Govett Limited
Andrew Foster                               00 44 207 678 8000
John MacGowan                               00 44 207 678 1084

Brunswick Group LLP
Patrick Handley                             00 44 207 404 5959


General

Merrill Lynch, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for the Company and no-one else in relation to
the Placing and will not be responsible to any person other than the Company
under FSMA, the rules of the FSA or otherwise for providing the protections
afforded to its clients or for any matter concerning the Placing or for
providing advice in relation to the Placing or in relation to the contents of
this announcement or any other transaction, arrangement or matter referred to
herein. Merrill Lynch can be contacted at 2 King Edward Street, London, EC1A
1HQ.

Hoare Govett, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for the Company and no-one else in relation to
the Placing and will not be responsible to any person other than the Company
under FSMA, the rules of the FSA or otherwise for providing the protections
afforded to its clients or for any matter concerning the Placing or for
providing advice in relation to the Placing or in relation to the contents of
this announcement or any other transaction, arrangement or matter referred to
herein. Hoare Govett can be contacted at 250 Bishopsgate, London EC2M 4AA.

Members of the public are not eligible to participate in the Placing. This
announcement is for information purposes only and does not constitute an offer
to issue or sell, or the solicitation of an offer to subscribe for or acquire,
any securities to any person in any jurisdiction, including without limitation
in the United States, Canada, Australia or Japan.

The distribution of this announcement and the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action has
been taken by the Company, Merrill Lynch or Hoare Govett, or any of their
respective Affiliates that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company, Merrill Lynch and Hoare Govett
to inform themselves about and to observe any such restrictions.

This announcement is 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 'Securities Act') or an exemption
therefrom. The Company has not registered and does not intend to register any of
its Ordinary Shares under the Securities Act. The Placing Shares will not be
offered or sold in the United States.

The securities to which this announcement relates may be illiquid and/or subject
to restrictions on their resale. Prospective investors in the Placing Shares
should conduct their own due diligence on the Placing Shares and the Company.
Prospective investors who do not understand the contents of this announcement
should consult an authorised financial adviser.

APPENDIX: TERMS AND CONDITIONS

Important information on the Placing for Placees, or proposed Placees, only

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' AND INDIVIDUALLY AS A 'RELEVANT PERSON'). 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 PLACING SHARES HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND ABSENT REGISTRATION OR AN
EXEMPTION THEREFROM MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES.

Persons who are invited to and who choose to participate in the Placing by
making an oral offer to subscribe for Placing Shares, will be deemed to have
read and understood this Announcement in its entirety and to be making such
offer and participating 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 does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for Ordinary Shares in the United
States, Canada, Japan, 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 absent such
registration or an exemption therefrom. No 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, Merrill Lynch 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, Merrill Lynch and
Hoare Govett to inform themselves about and to observe any such restrictions.

Details of the Placing Agreement and the Placing Shares

Merrill Lynch and Hoare Govett have entered into the Placing Agreement with the
Company, whereby Merrill Lynch and Hoare Govett have, on the terms and subject
to the conditions set out therein, agreed to use their reasonable endeavours as
agents for and on behalf of the Company to procure Placees for the Placing
Shares at the Placing Price during the Bookbuilding.

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, 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

The Company will apply for admission of the Placing Shares to trading on the AIM
market of the London Stock Exchange. It is expected that Admission will take
place and that trading in the Placing Shares will commence on 2 April 2008.

Bookbuilding Process

Merrill Lynch and Hoare Govett (as joint bookrunners) are conducting an
accelerated bookbuilding process to determine demand for participation in the
Placing and the Placing Price. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Bookbuilding and the
Placing. No commissions will be paid to Placees or by Placees in respect of
their agreement to subscribe for any Placing Shares.

How to Participate in the Bookbuilding Process

An institution that is a Relevant Person and that wishes to participate in the
Bookbuilding should communicate its bid by telephone to its usual sales contact
at Merrill Lynch or ABN AMRO Bank N.V. (London Branch) or to John MacGowan at
Hoare Govett (020 7678 1084) or to Oliver Holbourn at Merrill Lynch (020 7995
3700).  If successful, an allocation will be confirmed orally following the
close of the Bookbuilding, and a conditional contract note will be dispatched as
soon as possible thereafter.  Merrill Lynch's or Hoare Govett's oral
confirmation will constitute a legally binding commitment upon the Relevant
Person to subscribe for the number of Placing Shares allocated to that Relevant
Person at the Placing Price (as defined below) set out in the Pricing
Announcement (as defined below) 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,
Merrill Lynch and Hoare Govett. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to Merrill Lynch or Hoare
Govett (as the case may be) to pay to Merrill Lynch or Hoare Govett (as the case
may be) (or as each may direct) in cleared funds an amount equal to the product
of the Placing Price and the number of Placing Shares such Placee is allocated.
The Company will make a further announcement following the close of the
Bookbuilding detailing the Placing Price at which the Placing Shares are being
placed and the number of Placing Shares being issued (the 'Pricing
Announcement').

Principal Terms of the Bookbuilding Process

1.    Merrill Lynch and Hoare Govett are arranging the Placing as agents for the
Company.

2.   Participation will only be available to Relevant Persons invited to
participate by Merrill Lynch or Hoare Govett and who communicate their wish to
participate in the Bookbuilding to Merrill Lynch or Hoare Govett in accordance
with paragraph 4 below and who are able to participate in accordance with the
terms and conditions set out herein.  Merrill Lynch and Hoare Govett are
entitled to enter bids and participate as principals in the Bookbuilding.

3.    The Bookbuilding will establish a single price (the 'Placing Price')
payable by all Placees.  The Placing Price will be determined by the Company,
Merrill Lynch and Hoare Govett.

4.     An institution that is a Relevant Person and that wishes to participate
in the Bookbuilding should communicate its bid by telephone to its usual sales
contact at Merrill Lynch or ABN AMRO Bank N.V. (London Branch) or to John
MacGowan at Hoare Govett (020 7678 1084) or to Oliver Holbourn at Merrill Lynch
(020 7995 3700).  The bid should state the number of Placing Shares and/or
monetary amount which the institution wishes to subscribe for at either the
Placing Price or at prices up to a maximum price limit specified in the bid.

5.     Any bid 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.

6.      Each of Merrill Lynch and Hoare Govett reserve the right not to accept
bids or to accept bids in part rather than in whole.  The acceptance of bids
shall be at Merrill Lynch's and Hoare Govett's absolute discretion.

7.      The Bookbuilding process is expected to close no later than 4.30 pm
(London time) on 28 March 2008, but may be closed earlier or later at the sole
discretion of Merrill Lynch and Hoare Govett.  Merrill Lynch and Hoare Govett
may, in their respective sole discretion, accept bids that are received after
the Bookbuilding process has closed. The Company, Merrill Lynch and Hoare Govett
will be entitled to effect the Placing by such alternative method to the
Bookbuilding process as they may, in their discretion, determine.

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
Placing is conditional upon, inter alia, Admission becoming effective by 8.00
a.m. on 10 April 2008.  The Placing is also conditional on, inter alia, the
Placing Agreement not being terminated prior to such date.

If (a) any of the conditions contained in the Placing Agreement are not
fulfilled or waived by Merrill Lynch and Hoare Govett by the respective time or
date where specified (or such later time or date as Merrill Lynch, Hoare Govett
and the Company may agree but not later than 8.00 a.m. on 10 April 2008) 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, 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.

Merrill Lynch and Hoare Govett may, at their discretion and upon such terms as
they think 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 the condition relating to Admission of the Placing Shares may not be
waived. Any such extension or waiver will not affect Placees' commitments.

None of Merrill Lynch, Hoare Govett and/or the Company 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 Merrill Lynch and 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 they may make
as to the satisfaction of any condition or in respect of the Placing generally.

Right to terminate under the Placing Agreement

Merrill Lynch and 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 Merrill Lynch and 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 Merrill Lynch and Hoare
Govett that the exercise by either of them of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of Merrill Lynch and Hoare Govett and that neither Merrill Lynch nor Hoare
Govett need make any reference to any such Placee and that neither shall have
any 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 or filed with the Registrar of Companies in
Scotland 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 any of Merrill Lynch, Hoare Govett or the Company and none of the
Company, Merrill Lynch or 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 however 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. Merrill Lynch and Hoare Govett reserve the right to require
settlement for and delivery of the Placing Shares to Placees by such other means
that they deem 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 Merrill Lynch or
Hoare Govett (as applicable) and settlement instructions.

Settlement through Merrill Lynch should be against CREST ID: 686, account
designation 'IPO'.

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 Contract Notes will be despatched today, 28 March 2008, and
that the trade date will also be today. 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 2 April 2008 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 two (2) percentage points above the base rate of Barclays Bank
plc from time to time.

Each Placee is deemed to agree that if it does not comply with these
obligations, Merrill Lynch and/or 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 their 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, 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 Merrill Lynch nor Hoare Govett nor any of their
respective Affiliates nor any person acting on behalf of either of them or any
of their respective Affiliates nor the Company or any of 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 or Merrill Lynch, or any of their respective
Affiliates or any person acting on behalf of Hoare Govett or Merrill Lynch or
any of their respective 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 none of Merrill Lynch,
Hoare Govett, or any of their respective Affiliates or any person acting on
behalf of Hoare Govett or Merrill Lynch or any of their respective 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 Merill Lynch,
Hoare Govett, or any of their respective Affiliates or any person acting on
behalf of Merrill Lynch, Hoare Govett or any of their respective 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 Merrill Lynch, Hoare
Govett, any of their respective Affiliates or any person acting on behalf of
Merrill Lynch, Hoare Govett or any of their respective Affiliates and
understands that none of Merrill Lynch., Hoare Govett, their respective
Affiliates or any person acting on behalf of Merrill Lynch, Hoare Govett or any
of their respective 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 the United States, 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 2007
(the 'Regulations') and, if making payment on behalf of a third party, that
satisfactory customer due diligence measures have been taken (including
obtaining and recording satisfactory evidence 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 representations,
acknowledgments, warranties, undertakings and agreements included in this
Appendix) 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 Merrill Lynch and Hoare Govett may in their sole
discretion determine and without liability to such Placee;

23. acknowledges that none of Merrill Lynch, Hoare Govett, their respective
Affiliates or any person acting on behalf of Merrill Lynch, Hoare Govett or any
of their respective Affiliates is providing any investment service to any
investor, including 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 Merrill Lynch's or 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.
None of Merrill Lynch, Hoare Govett or 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:

        • Merrill Lynch, in which case Placees should settle against CREST ID:
          686, account designation 'IPO'; or

        • ABN AMRO Bank N.V. (London Branch), acting as Hoare Govett's
          settlement agent, in which case Placees should settle against CREST 
          ID: 521, account designation 'AGENT',

and who in either case will hold them as nominee for the subscribers of such
shares until settlement in accordance with its standing settlement instructions;

25. 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, Merrill Lynch 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;

26. acknowledges that Merrill Lynch and Hoare Govett may (at their absolute
discretion) satisfy their obligations to procure Placees by themselves 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;

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

28. acknowledges and agrees that to the fullest extent permissible by law, none
of Merrill Lynch, Hoare Govett or the Company, nor any of their respective
Affiliates, 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
Bookbuilding (or its conduct) or such alternative method of effecting the
Placing; and

29. agrees to indemnify and hold each of the Company, Merrill Lynch and Hoare
Govett and their respective Affiliates 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.

The Company, Merrill Lynch and Hoare Govett will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements,
undertakings and agreements.  The Company, Merrill Lynch and Hoare Govett
reserve the right to waive any of the foregoing representations and warranties
in individual circumstances as they deem appropriate and in accordance with
applicable law.

The agreement to settle any Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to an acquisition
by such Placee and/or such person for whom such Placee is contracting direct
from the Company for the Placing Shares in question.  Such agreement assumes
that the Placing Shares are not being subscribed 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 none of the Company, Merrill Lynch and Hoare Govett will be
responsible.  If this is the case, such Placee should take its own advice and
notify Merrill Lynch and Hoare Govett accordingly.

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. Merrill Lynch and/or 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.

When a Placee or person acting on behalf of the Placee is dealing with Merrill
Lynch or Hoare Govett, any money held in an account with Merrill Lynch or 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
Merrill Lynch's or Hoare Govett's money (as applicable) in accordance with the
client money rules and will be used by Merrill Lynch or Hoare Govett (as
applicable) in the course of its own business; and the Placee will rank only as
a general creditor of Merrill Lynch or Hoare Govett (as applicable).

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 Securities Act or an exemption therefrom. The Company has
not registered and does not intend to register any of its Ordinary Shares under
the Securities Act. The Placing Shares will not be offered or sold in the United
States.


DEFINITIONS

In this announcement:


'Admission' means the admission of the Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules;


'Affiliate' means in relation to a person (the 'first person') each of its
holding companies, subsidiaries, branches, associated undertakings and
affiliates (affiliates having the meaning given in Rule 405 or in Rule 501(b) of
the Securities Act, as applicable in the context used) (including, without
limitation, joint venture partners) from time to time (and subsidiaries of any
such subsidiaries, branches, associated undertakings, affiliates and holding
companies) (including, without limitation, joint venture partners) and each of
their and the first person's respective officers, directors, supervisory board
members, employees, representatives, controlling persons, shareholders and
agents from time to time;


'AIM' means the AIM market operated by the London Stock Exchange;


'AIM Rules' means the current rules published by the London Stock Exchange
applicable to companies with a class of listed securities admitted to trading on
AIM;


'Announcement' means this announcement, including the Appendix;


'Board' means the board of directors of the Company or a duly authorised
committee thereof;


'Bookbuilding' means the accelerated bookbuilding procedure to be carried out by
the Managers in connection with the Placing;


'Bowleven' or the 'Company' means Bowleven plc;


'FSA' means the Financial Services Authority;


'FSMA' means the Financial Services and Markets Act 2000, as amended;


'Group' means the Company and its subsidiary undertakings and associates;


'London Stock Exchange' means London Stock Exchange plc;


'Managers' means Merrill Lynch International and Hoare Govett Limited;


'Ordinary Shares' means ordinary shares of 10 pence each in the capital of the
Company;


'Placees' means persons (including individuals, funds or others) on whose behalf
a commitment to subscribe for Placing Shares has been given and 'Placee' means
any one of them;


'Placing' means the placing of the Placing Shares by the Managers with
institutional investors on behalf of the Company;


'Placing Agreement' means the agreement dated 28 March 2008 among the Company
and the Managers in connection with the Placing;


'Placing Price' means the price per Ordinary Share at which the Placing Shares
are placed;


'Placing Shares' means the Ordinary Shares which are to be issued pursuant to
the Placing;


'Regulatory Information Service' means any of the regulatory information
services included within the list maintained on the London Stock Exchange's
website;


'Securities Act' means the US Securities Act of 1933, as amended;


'United Kingdom' means the United Kingdom of Great Britain and Northern Ireland;
and


'United States' or 'US' means the United States of America, its territories and
possessions, any State of the United States and the District of Columbia.










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