Issue of Equity

Centrica PLC
21 February 2002

21ST FEBRUARY 2002


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

EMBARGOED UNTIL 7:00 am FOR RELEASE


21 February 2002

Centrica plc


Centrica plc announces proposed placing of new ordinary shares to raise around
£420 million


I. Introduction


Centrica plc ('Centrica' or the 'Group') has today announced its preliminary
results for the year ended 31st December 2001. In addition, Centrica announces
its intention to raise around £420 million (net of expenses) through a proposed
placing of up to 200,676,690 new ordinary shares representing approximately 5%
of Centrica's current issued ordinary share capital (the 'Placing').


The proceeds of the Placing, together with existing financial resources and
ongoing cash flow generation, will be used to fund the recently announced
acquisitions of Enron Direct Limited and Enbridge Services (see further detail
below), and will provide Centrica with the financial flexibility to take
advantage of further acquisition and investment opportunities whilst maintaining
its A2/A long-term credit rating.


The Board of Centrica believes that the Placing will satisfy the anticipated
equity requirements of the Group for the foreseeable future in relation to its
ambitious growth targets. Further details of the Placing are set out below.


II. Results highlights

Note: All financial figures are stated before exceptional charges and goodwill
amortisation.


  • Turnover up 19% excluding energy trading

  • Operating profit up 29%, doubling in the second half from the prior year
    period

  • Earnings up 19% before exceptional charges and goodwill amortisation

  • UK energy supply operating profit up 23% despite residential gas margin
    squeeze leading to only £3 million contribution; 19.5 million energy
    customer relationships

  • Electricity operating profit £40 million, up by £147 million reflecting
    40% growth in customer base

  • Home Services operating profit up 38%, reflecting new products and
    controlled costs; over 5 million products and services delivered to
    customers

  • AA Road and Personal Finance operating profit up 48% and 54%,
    respectively; AA roadside membership at new record of over 12 million

  • Full year operating profit contribution from North America businesses of
    £68 million

  • Sustained investment in growth opportunities across the Group, including
    Goldfish Bank and Telecommunications

  • Final dividend for 2001 of 1.9 pence per share.


III. Centrica strategy and rationale for the Placing


  • Solid business platform


    Centrica's business model is to leverage its relationships with its
    customers by offering them a range of services for the home and road.
    Centrica has made substantial recent investments and acquisitions to develop
    its business platform (including information technology and infrastructure),
    well-recognised brand portfolio, product breadth and upstream energy assets.
    These investments will enable the Group to capture further value from its
    customer relationships (see 'Recent investments' below). Centrica's success
    has been exemplified by the progress of its electricity business which, less
    than four years after market entry, recorded operating profit of £40 million
    in 2001, serving 5.4 million residential customers with a 23% market share.


    Further evidence of this success is provided by the Group's restructured
    Home Services business, which has reported significant increases in
    operating profit (up 38% with a 5% operating margin in 2001) driven by
    increasing scale, product lines and efficiency. The AA has substantially
    extended the Group's market to include the UK road user. Centrica has driven
    significant change at the AA to increase profitability, extract financial
    value and gain further leverage from this strong brand, across both road and
    financial services. AA Personal Finance is now providing a profit
    contribution equal to that of the AA Road business, and both grew in
    operating profit terms by approximately half in 2001.


    Centrica continues to pursue an ambitious medium-term growth programme. The
    Group is investing, through its Goldfish and Telecoms business units, to
    widen product breadth and business platforms in financial services and
    communications (including UK broadband service).


    A key focus of Centrica's expansion is in North America, where it is
    replicating its UK model as a provider of a range of energy and related
    products and services. During 2000 and 2001, the Group acquired Direct
    Energy and Energy America, and by year-end had entered into agreements to
    serve 1.9 million customers. Centrica has since continued to pursue its
    organic growth programme in the US, including good progress since the
    January 2002 opening of the Texas electricity market.


    Centrica has moved quickly to take advantage of certain recent growth
    opportunities, entering into agreements to acquire:


      • Enron Direct Limited's UK commercial energy customers, numbering
        160,000, in December 2001. This transaction provided a strong platform
        for advancing our move into the commercial electricity market, and
        nearly doubled our customer base in the segment. Purchase price: £98
        million.


      • Enbridge Services and its 1.3 million Canadian water heater customers
        and over 300,000 heating maintenance contracts. This acquisition
        (completion expected in Spring 2002) marks an important step in the
        broadening of the Group's North American operations, to replicate the
        multi-product business model with which Centrica has progressed in the
        UK. Agreed purchase price: £437 million, inclusive of water heater
        assets that Centrica intends to refinance. Following completion of the
        transaction and the Ontario electricity market opening, the Group
        expects to benefit from 3.6 million customer product relationships in
        North America.


In addition, Centrica announced today that it is in discussions with NewPower
Holdings, Inc which may lead to an offer at $1.05 per share, subject to
adjustment.


  • Medium-term financial flexibility


    The Placing will, together with Centrica's existing financial resources and
    ongoing cash flow generation, provide the Group with adequate flexibility to
    support its development plans. The Group's balance sheet strength is
    expected to enable Centrica to harness its scale and management skill base
    to grow further through targeted investment and acquisitions. This financial
    flexibility will allow the Group to take advantage of value creating
    opportunities that have emerged in the current industry and economic
    environment, and will itself constitute a competitive advantage to the Group
    as it seeks to win such opportunities.


    The Board of Centrica is committed to an investment strategy that is
    consistent with maintaining an A2/A long-term credit rating. This
    conservative positioning is important both to the successful development of
    the business and to enabling the Group to source efficiently 70-80% of
    energy requirements from third parties, with a significant portion locked
    into long-term supply arrangements.


    The Group's overall financial position remains strong. Centrica's ratio of
    net indebtedness (excluding Goldfish) to book capitalisation (net debt plus
    net asset value) was 22% as at 31 December 2001, and would have been 19% on
    the same basis, adjusted for the Placing and the acquisitions of Enbridge
    Services and Enron Direct Limited.


  • Business targets


    In the development of the business and the creation of value, the Board of
    Centrica is committed to achieving ambitious growth targets. These include
    10 million customer product relationships in North America by 2003 and 5
    million in Continental Europe by 2005. In the UK businesses, there are also
    challenging targets for growth in financial and home services, telecoms and
    energy supply.






IV. Recent investments


In 2001, revenue investment totalled £212 million (2000: £214 million) and cash
spent on acquisitions totalled £614 million (2000: £590 million). Certain
substantial 2001 investments and acquisitions are displayed in the table below.

Certain Centrica 2001 Investments

Timing Investment Cost

                    Gas


     Full year      Enhanced Morecambe's gas delivery capability and increased reserves by
                    70 bcf.                                                                           £60m

                                                                                                 
     November       Reached agreements to augment upstream reserves. Added 110 bcf of gas             (£33m in 2001)
                    and 2.1 million barrels to portfolio.
                                                                                                       £63m
                    Electricity

                    
      May           Acquired 60% stake in Humber Power in Lincolnshire.                                £291m
      October       Acquired entire economic interest in power stations in Peterborough and          
                    Kings Lynn.                                                                        £177m

                                                                                                     
                    Goldfish Financial Services

      August        Payments to HFC Bank in connection with its interest in the Goldfish
                    credit card.                                                                       £85m
                                                                                                      
      Full year     Infrastructure development for broader financial services.                         (£50m paid to    
                                                                                                       date)
                                                                                              
                                                                                                       £32m
                    Telecommunications

       July         Acquired One.Tel, a strong brand and one of UK's largest alternative
                    telecommunications providers. Complements British Gas Communications.              £58m
                                                                                                      
       Full year    Revenue investment related to organic customer growth.                             £64m

                                                                                                      
                    Europe

       June         Purchase of 50% share in Luminus N.V. a newly created energy supply
                    business in Belgium with 590,000 electricity and 160,000 gas customers             £58m
                    upon liberalisation of the mass market in 2003.




V. The proposed placing


Centrica has today announced its intention to raise around £420 million (net of
expenses) through a placing of up to 200,676,690 new ordinary shares (the
'Placing Shares') to institutional investors. Cazenove & Co. Ltd ('Cazenove')
and Hoare Govett Limited ('Hoare Govett') are acting as joint bookrunners for
the equity fundraising. The proposed issue of Placing Shares will take place at
a price established through an accelerated bookbuilding process. The books will
close no later than 12:30p.m. on the 22nd February. The Placing will take place
in accordance with the terms and conditions set out in the Appendix to this
announcement.


The Placing Shares will be credited as fully paid and will rank pari passu in
all respects with the existing ordinary shares of 5 5/9 pence each in the share
capital of Centrica, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue of the Placing
Shares, including the final dividend of 1.9 pence per share recommended today.
Application has been made to the United Kingdom Listing Authority for the
Placing Shares to be admitted to the official list maintained by the United
Kingdom Listing Authority, and for such shares to be admitted to trading by the
London Stock Exchange plc on its market for listed securities.


For further information:


Centrica plc:          Gary Leibowitz     [phone]


Cazenove:              David Mayhew     [phone]

                       Nick Wiles


Hoare Govett:          Peter Meinertzhagen     [phone]

                       Garth James







        This announcement does not constitute an invitation to underwrite,
        subscribe for or otherwise acquire or dispose of any Centrica Shares.
        Past performance is no guide to future performance and persons needing
        advice should consult an independent financial adviser.

        This announcement is not for distribution, directly or indirectly, in or
        into the United States. This announcement is not an offer of Centrica
        Shares for sale into the United States. The Centrica Shares have not
        been and will not be registered under the U.S. Securities Act of 1933
        and may not be offered or sold in the United States unless they are
        registered or exempt from registration. There will be no public offer of
        Centrica Shares in the United States.



                               TERMS & CONDITIONS

                                    APPENDIX


                     IMPORTANT INFORMATION FOR PLACEES ONLY
                                 ON THE PLACING

                          CENTRICA PLC (the 'Company')


MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITH ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2001, AS AMENDED (THE ORDER) OR ARE PERSONS FALLING
WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC') OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS).
THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR
SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

If you choose to participate in the Placing by making an oral offer to acquire
Placing Shares you will be deemed to have read and understood this Appendix in
its entirety and to be making such offer on the terms and conditions, and to be
providing the representations, warranties and acknowledgements, contained in
this Appendix. In particular you represent, warrant and acknowledge that you:


 1. are a person whose ordinary activities involve you in acquiring, holding,
    managing or disposing of investments (as principal or agent) for the purpose
    of your business and undertake that you will acquire, hold, manage or
    dispose of any Placing Shares that are allocated to you for the purposes of
    your business; and

 2. are outside the United States or have executed an investment letter in the
    form provided to you.

    This announcement does not and these materials do not constitute an offer to
    sell or issue or the solicitation of an offer to buy or subscribe for
    ordinary shares in the capital of the Company in the United States, Canada,
    Australia, Japan or in any jurisdiction in which such offer or solicitation
    is unlawful and the information contained herein is not for publication or
    distribution, directly or indirectly, to persons in the United States,
    Canada, Australia, Japan or any jurisdiction in which such publication or
    distribution is unlawful. The Placing Shares referred to in this
    announcement have not been and will not be registered under the United
    States Securities Act of 1933, as amended (the Securities Act) and, subject
    to certain exceptions, may not be offered or sold within the United States.
    Any offering to be made in the United States will be made to a limited
    number of qualified institutional buyers (QIBs) within the meaning of Rule
    144A under the Securities Act in a transaction not involving any public
    offering. The Placing Shares are being offered and sold outside the United
    States in reliance on Regulation S under the Securities Act.

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

    Details of the Placing Agreement and the Placing Shares

    Cazenove and Hoare Govett (together the Managers) have entered into a
    placing agreement (the Placing Agreement) with the Company whereby each of
    the Managers has, subject to the conditions set out therein, undertaken
    severally to use its reasonable endeavours as agent of the Company to
    procure Placees to subscribe for the Placing Shares.

    The Placing Shares will be credited as fully paid and will rank pari passu
    in all respects with the existing issued ordinary shares of 55/9 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 including the Company's
    final recommended dividend of 1.9 pence for the year ended 31 December 2001.

    In this Appendix, unless the context otherwise requires, Placee means a
    person (including individuals, funds or others) on whose behalf a commitment
    to subscribe for Placing Shares has been given.

    Application for listing and admission to trading

    Application has been made to the UK Listing Authority (the UKLA) for
    admission of the Placing Shares to the Official List maintained by the UKLA
    (the Official List) and to London Stock Exchange plc (the London Stock
    Exchange) for admission to trading of the Placing Shares on the London Stock
    Exchange's market for listed securities. It is expected that dealings in the
    Placing Shares will commence on 27 February 2002.

    Bookbuild

    Commencing today each of the Managers will be conducting an accelerated
    bookbuilding process (the Bookbuilding Process) for participation in the
    Placing. This Appendix gives details of the terms and conditions of, and the
    mechanics of participation in, the Bookbuilding Process. No commissions will
    be paid to Placees or by Placees in respect of any Placing Shares.

    How to participate in the Bookbuilding Process

    If you wish to participate in the Bookbuilding Process you should
    communicate your bid by telephone to your usual sales contact at Cazenove or
    Hoare Govett. If successful, your allocation will be confirmed to you orally
    following the close of the Bookbuilding Process, and a conditional contract
    note will be dispatched as soon as possible thereafter. The relevant
    Manager's oral confirmation to you will constitute a legally binding
    commitment upon you to subscribe for the number of Placing Shares allocated
    to you on the terms and conditions set out in this Appendix and in
    accordance with the Company's Memorandum and Articles of Association.

    The Managers will make a further announcement following the close of the
    Bookbuilding Process detailing the number of Placing Shares to be issued and
    the price at which the Placing Shares have been placed (the Pricing
    Announcement).

    Principal terms of the Bookbuilding Process

 1. Each of Cazenove and Hoare Govett is arranging the Placing severally as an
    agent of the Company.

 2. Participation will only be available to persons invited to participate by
    either of the Managers. Each of the Managers is entitled to enter bids as
    principal in the Bookbuilding Process.

 3. The Bookbuilding Process will establish a single price (the Placing Price)
    payable by all Placees. The Placing Price will be agreed between the
    Managers and the Company following completion of the Bookbuilding Process
    and any discount to the market price of the ordinary shares of the Company
    will be determined in accordance with the Listing Rules and IPC guidelines.

 4. To enter a bid into the Bookbuilding Process, you should communicate your bid
    by telephone to your usual sales contact at Cazenove or Hoare Govett. Your
    bid should state the number of Placing Shares for which you wish to
    subscribe at either the Placing Price which is ultimately established by the
    Company and the Managers or at prices up to a price limit specified in your
    bid.

 5. Each of the Managers reserves the right not to accept bids or to accept bids
    in part rather than in whole. The acceptance of bids shall be at each of the
    Manager's absolute discretion.

 6. The Bookbuilding Process will close no later than 12.30 p.m. on 22 February
    2002, but may be closed earlier at the sole discretion of the Managers. Each
    of the Managers may, at its sole discretion, accept bids that are received
    after the Bookbuilding Process has closed.

 7. A bid in the Bookbuilding Process will be made on the terms and conditions in
    this Appendix and will be legally binding on the Placee which, or on behalf
    of which, it is made and will not be capable of variation or revocation
    after the close of the Bookbuilding Process.

    Conditions of the Placing

    The Placing is conditional on:

 1. this announcement, the announcement made today by the Company giving
    details of the unaudited preliminary results of the Group for the financial
    year ended 31 December 2001 (the Results Announcement) and the Pricing
    Announcement being published through the Regulatory News Service operated by
    the Company Announcements Office by no later than 8.00 a.m. today and 4.30
    p.m. on 22 February 2002 respectively (or by such later time and/or date as
    the Managers and the Company may agree);

 2. the admission of the Placing Shares to the Official List becoming effective
    in accordance with the Listing Rules of the UKLA and the admission of the
    Placing Shares to trading on London Stock Exchange's market for listed
    securities becoming effective in accordance with the London Stock Exchange
    Admission and Disclosure Standards for Listed Companies (Admission) and
    commencement of trading of the Placing Shares on the London Stock Exchange's
    markets for listed securities following Admission (Commencement of Trading)
    by no later than 9.00 a.m. on 27 February 2002 (or by such later time and/or
    date as the Managers and the Company may agree); and

 3. the Company having allotted the Placing Shares in accordance with the terms
    of the Placing Agreement conditional only on satisfaction of the condition
    in 2 above.

    If, (a) the conditions above are not satisfied or waived by both Managers
    within the stated time period or (b) the Placing Agreement is terminated in
    the circumstances specified below, the Placing will lapse and your rights
    and obligations hereunder shall cease and determine at such time and no
    claim can be made by you in respect thereof.

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

    The Managers reserve the right (with the agreement of the Company) to waive
    or to extend the time and/or date for fulfilment of any of the conditions in
    the Placing Agreement. Any such extension or waiver will not affect Placees'
    commitments. Neither of the Managers shall have any liability to any Placee
    (or to any other person whether acting on behalf of a Placee or otherwise)
    in respect of any decision it may make as to whether or not to waive or to
    extend the time and/or date for the satisfaction of any condition in the
    Placing Agreement.

    Right to terminate under the Placing Agreement

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

     a. the Company is in breach of any of its obligations under the Placing
        Agreement in a manner which they reasonably regard as material in the
        context of the Placing, having paid due regard to, amongst other
        matters, the interests of the Company;

     b. any of the representations, warranties or undertakings given by the
        Company in the Placing Agreement was, or if repeated at any time up to
        Commencement of Trading (by reference to the facts and circumstances
        then existing) would be untrue, inaccurate or misleading in any respect
        which they reasonably regard as material in the context of the Placing,
        having paid due regard to, amongst other matters, the interests of the
        Company; or

     c. there occurs any external event which they reasonably regard as likely to
        materially and adversely affect the price at which the Placing Shares
        would be traded on the London Stock Exchange, and, having paid due
        regard, amongst other matters, to the interests of the Company, as would
        make it inadvisable to proceed with the Placing.

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

    No Prospectus

    No prospectus has been or will be submitted to be approved by the UKLA or
    filed with the Registrar of Companies in England and Wales in relation to
    the Placing Shares and the Placees' commitments will be made solely on the
    basis of the information contained in this announcement and the Results
    Announcement. Each Placee, by accepting a participation in the Placing,
    agrees that the content of this announcement, the Results Announcement and
    the Pricing Announcement is exclusively the responsibility of the Company
    and confirms that it has neither received nor relied on any other
    information, representation, warranty or statement made by or on behalf of
    either of the Managers or the Company and neither of the Managers will be
    liable for any Placee's decision to accept this invitation to participate in
    the Placing based on any other information, representation, warranty or
    statement. Each Placee acknowledges and agrees that it has relied on its own
    investigation of the business, financial or other position of the Company in
    accepting a participation in the Placing. Nothing in this paragraph shall
    exclude the liability of any person for fraudulent misrepresentation.

    Registration and Settlement

    Settlement of transactions in the Placing Shares following Admission will
    take place within the CREST system, subject to certain exceptions. Each of
    the Managers reserves the right to require settlement for and delivery of
    the Placing Shares to Placees in such other means that it deems necessary if
    delivery or settlement is not possible within the CREST system within the
    timetable set out in this announcement or would not be consistent with the
    regulatory requirements in the Placee's jurisdiction.

    If you are allocated any Placing Shares in the Bookbuilding Process you will
    be sent a conditional contract note.

    Settlement will be on a T+3 basis.

    Interest is chargeable daily on payments to the extent that value is
    received after the due date at the rate of 5 percentage points above
    prevailing LIBOR.

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

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

    Insofar as Placing Shares are registered in your name or that of your
    nominee or in the name of any person for whom you are contacting as agent or
    that of a nominee for such person, such Placing Shares will, subject as
    provided below, be so registered free from any liability to UK stamp duty or
    stamp duty reserve tax. You will not be entitled to receive any fee or
    commission in connection with the Placing.

    Representations and Warranties

    By participating in the Bookbuilding Process you (and any person acting on
    your behalf):

 1. represent and warrant that you have read this announcement;

 2. acknowledge that the content of this announcement, the Results Announcement
    and the Pricing Announcement is exclusively the responsibility of the
    Company;

 3. represent and warrant that the only information upon which you have relied in
    committing yourself to subscribe for the Placing Shares is that contained in
    this announcement and the Results Announcement and confirm that you have
    neither received nor relied on any other information, representation,
    warranty or statement made by or on behalf of the Company or either of the
    Managers;

 4. you represent and warrant that you are, or at the time the Placing Shares are
    subscribed and purchased will be, the beneficial owner of such Placing
    Shares and you are not a resident of Australia, Canada or Japan;

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

 6. represent and warrant that you are entitled to subscribe for and/or purchase
    Placing Shares under the laws of all relevant jurisdictions which apply to
    you and that you have fully observed such laws and obtained all such
    governmental and other guarantees and other consents which may be required
    thereunder and complied with all necessary formalities;

 7. acknowledge that the Placing Shares have not been and will not be registered
    under the Securities Act, or under the securities laws of any state of the
    United States, and are being offered and sold on behalf of the Company only
    (i) in the United States to 'qualified institutional buyers' (within the
    meaning of Rule 144A under the Securities Act) in a transaction not
    involving any public offering under the Securities Act or (ii) outside the
    United States in accordance with Rule 903 of Regulation S under the
    Securities Act (Regulation S);

 8. acknowledge that the Placing Shares have not been approved or disapproved by
    the United States Securities and Exchange Commission, any state securities
    commission in the United States or any other United States regulatory
    authority;

 9. represent and warrant that you (a) are not in the United States (within the
    meaning of Regulation S) and are subscribing for the shares in an offshore
    transaction in accordance with Regulation S or (b) are a QIB who has duly
    executed an investment letter in the form provided to you;

10. represent and warrant that so long as the Placing Shares are 'restricted
    securities' within the meaning of Rule 144A(a)(3) under the Securities Act,
    you will not deposit the Placing Shares into any depositary receipt facility
    maintained by any depositary bank in respect of the Company's ordinary
    shares;

11. represent and warrant that the issue to you, or the person specified by you
    for registration as holder, of Placing Shares will not give rise to a
    liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986
    (depositary receipts and clearance services);

12. represent and warrant that you have complied with your obligations in
    connection with money laundering under the Criminal Justice Act 1993, the
    Money Laundering Regulations (1993) (the Regulations) and, if you are making
    payment on behalf of a third party, that satisfactory evidence has been
    obtained and recorded by you to verify the identity of the third party as
    required by the Regulations;

13. represent and warrant that you fall within paragraph 3(a) of Schedule 11 to
    the Financial Services and Markets Act 2000 (FSMA), being a person whose
    ordinary activities involve you in acquiring, holding , managing or
    disposing of investments (as principal or agent) for the purposes of your
    business, and within Article 19 and/or 49 of the Financial Services and
    Markets Act 2000 (Financial Promotion) Order 2001, as amended, and undertake
    that you will acquire, hold, manage or dispose of any Placing Shares that
    are allocated to you for the purposes of your business;

14. represent and warrant that you have not offered or sold and, prior to the
    expiry of a period of six months from the Commencement of Trading, will not
    offer or sell any Placing Shares to persons in the United Kingdom except to
    persons whose ordinary activities involve them in acquiring, holding,
    managing or disposing of investments (as principal or agent) for the
    purposes of their business or otherwise in circumstances which have not
    resulted and which will not result in an offer to the public in the United
    Kingdom within the meaning of the Public Offers of Securities Regulations
    1995, as amended;

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

16. represent and warrant that you have 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.

17. represent and warrant that you have all necessary capacity and have obtained
    all necessary consents and authorities to enable you to commit to this
    participation and to perform your obligations in relation thereto
    (including, without limitation, in the case of any person on whose behalf
    you are acting, all necessary consents and authorities to agree to the terms
    set out or referred to in this announcement).

18. undertake that you will pay for the Placing Shares acquired by you in
    accordance with this announcement on the due time and date set out herein,
    failing which the relevant Placing Shares may be placed with other
    subscribers at such price as each of the Managers determines.

19. acknowledge that participation in the Placing is on the basis that you are
    not and will not be clients of either of the Managers and that neither of
    the Managers has duties or responsibilities to you for providing the
    protections afforded to their clients or for providing advice in relation to
    the Placing nor in respect of any representations, warranties, undertakings
    or indemnities contained in the Placing Agreement.

20. undertake that the person who you specify for registration as holder of the
    Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as
    the case may be. Neither of the Managers nor the Company will be responsible
    for any liability to stamp duty or stamp duty reserve tax resulting from a
    failure to observe this requirement. Each Placee and any person acting on
    behalf of the Placee agrees to subscribe on the basis that the Placing
    Shares will be allotted to the CREST stock account of either of the Managers
    who will hold them as nominee on behalf of the Placee until settlement in
    accordance with its standing settlement instructions.

21. acknowledge that any agreements entered into by the Placee pursuant to these
    terms and conditions shall be governed by and construed in accordance with
    the laws of England and you submit (on behalf of yourself and on behalf of
    any Placee on whose behalf you are acting) to the exclusive jurisdiction of
    the English courts as regards any claim, dispute or matter arising out of
    any such contract.

The Company, the Managers and others will rely upon the truth and accuracy of
the foregoing representations, warranties and acknowledgements.

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

Cazenove is acting for the Company in connection with the Placing and no one
else and will not be responsible to anyone other than the Company for providing
the protections afforded to clients of Cazenove nor for providing advice in
relation to the Placing.

Hoare Govett is acting for the Company in connection with the Placing and no one
else and will not be responsible to anyone other than the Company for providing
the protections afforded to clients of Hoare Govett nor for providing advice in
relation to the Placing.




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