Cash Placing

Expro International Group PLC
02 June 2005




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


For immediate release, 2 June 2005

             Expro International Group PLC ("Expro" or the "group")
                   Placing to raise approximately £26 million

Expro, a leading international oilfield services company headquartered in the
UK, today announces a placing of new ordinary shares ("Placing"):

Highlights

   • Placing to raise approximately £26 million through the issue of
     6,640,000 new ordinary shares at 390 pence per share
   • The Placing represents approximately 9.99 per cent of the current issued
     share capital
   • The group continues to successfully implement its stated strategy, which
     is reflected in its performance during 2004/5
   • The group has continued to be successful in winning new business
   • Expro has invested heavily in new projects and technology during 2004/5
     and complemented this investment with a number of acquisitions to gain
     additional market leading technologies.
   • The scale of new business opportunities available to Expro will require
     continued investment in the organic growth of the business during 2005/6
   • The business will be strengthened by an issue of equity
   • Proceeds to be used to
        -  refinance the recent acquisitions of DHVI, RMI and Plus Design
        -  provide funds to support the next phase of Expro's development
   • The Board is confident that investment in new business opportunities and
     the introduction of new technologies should accelerate and underpin future
     revenue and profit growth in the group and materially enhance the longer
     term prospects and competitiveness of the business.

Expro Chief Executive, Graeme Coutts, said:

"I am very pleased to announce today a set of results that reflect in financial
terms the continued progress Expro has made implementing the strategy announced
18 months ago. Our increased customer focus and technology development has not
only reversed the previous downward sales trend, it has also generated record
levels of new business enquiries and provided improved earnings visibility.
Global market conditions for Expro's products and services have strengthened in
the past year and, with earnings now benefiting from the group's high
operational gearing, the outlook for 2005/06 and beyond is positive.

Against a background of gathering momentum within Expro, and increasing new
business opportunities for our products and services, we announced today the
launch of a non pre-emptive cash placing of shares. The proceeds of this placing
will be used to refinance our successful recent acquisitions and support the
next phase of the group's development."

Enquiries to:

Expro International Group PLC                                      0118 959 1341

Graeme Coutts
Michael Speakman
Colin Ainger

JPMorgan Cazenove Limited                                          020 7588 2828

Shona Graham
Chris Byrne

Weber Shandwick Square Mile                                        020 7067 0700

Mike Kirk
Rachel Taylor

JPMorgan Cazenove Limited, which is authorised and regulated by the Financial
Services Authority, are acting for Expro in connection with the Placing and
no-one else and will not be responsible to anyone other than Expro for providing
the protections afforded to its client or for providing advice in relation to
the Placing or any other matter referred to in this Announcement.

This announcement does not constitute an offer to sell or the solicitation of an
offer to buy or acquire shares in Expro in the United States, Canada, Australia
or Japan or in any other jurisdiction in which such an offer or solicitation is
unlawful. The Placing Shares have not been, and will not be, registered under
the United States Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an exemption from registration.
There will be no public offering of securities in any jurisdiction including
without limitation the United States.

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


             Expro International Group PLC ("Expro" or the "group")
                   Placing to raise approximately £26 million

Background to the Placing

Expro is a leading international oilfield services company, supplying services
and products which are fundamental to the safe, efficient and economic
exploitation of hydrocarbon reserves.

Expro provides a range of high value-added, differentiated products and
services, focused on enhancing well performance and optimising reservoir
production. The group has a broad client base which includes virtually all of
the world's major global and national oil and gas companies.

At the time of its interim results in December 2003, the group announced a new
re-focused strategy aimed at restoring organic growth to the business after a
period of decline. The reversal of the sales trend, together with the group's
high operating leverage, was planned to rapidly restore the group's financial
performance to more acceptable levels. The Board indicated that it expected the
benefits of its re-focused strategy to become evident during the year to 31
March 2005.

The strategy essentially had four key areas of focus:

   • Re-establish Expro Americas: to return US operations to profit and
     redevelop the region's business to be less dependant upon the shallow water
     Gulf of Mexico market;

   • Re-engineer Expro geographically: to realign the group's focus on
     territories with large, rapidly growing, technically demanding markets;

   • Develop an outstanding technology portfolio: to develop and acquire high
     value technology to create and maintain competitive advantage and market
     leadership; and

   • Increase drive in sales and marketing: to increase the competence,
     capability and capacity of sales and marketing activity of the group, to
     enhance the service offered to clients.

Management has, over the past eighteen months, been successful in implementing
this strategy. The commercial and financial benefits anticipated by management
at the time have been delivered in full, and this, together with the improved
market conditions, is reflected in the performance of the group during the year
ended 31 March 2005. The group has reversed the effects of the operational
gearing, which had been a feature of prior years' results, and has reported
significant improvements in both profitability and earnings per share.

Since announcing its re-focused strategy, the group has invested £14 million in
three important acquisitions that have each complemented and materially
strengthened the pre-existing, internal technology development capability:

   • Down Hole Video International ("DHVI"), a provider of downhole video
     technology for its cased hole services business, acquired for £6.3 million
     in April 2005;

   • Read Matre Instruments ("RMI"), a supplier of subsea sensor and
     monitoring technologies, acquired for £6.4 million in February 2005;

   • Plus Design, a provider of specialist permanent monitoring systems for
     use with Electric Submersible Pumps, acquired for £1.5 million in June 2004.

These acquisitions provide additional market leading technologies which
complement existing technologies in the group and enhance, and more importantly
differentiate, the products and services the group is able to offer its clients.

Also during the last 18 months, Expro has been increasingly successful in
winning new business. The renewal and expansion of traditional long term
contracts, such as the recently announced North Sea contracts for Shell,
Talisman and bp, has been supplemented by the group securing large project
driven contracts for Subsea and Early Production Facilities ("EPF"). Capital
expenditure of approximately £30 million has been invested in the year 2004/05
(more than £16 million higher than the prior year) in support of major projects,
including an EPF for ExxonMobil's high profile Chayvo development on Sakhalin
Island. The Board believes that, given the scale of the new business
opportunities currently available to the group, continued investment in the
organic growth of the business during 2005/6 will require capital expenditure of
a similar level to that incurred during 2004/5. This belief is evidenced by the
recently announced Subsea contract award for Tahiti, Chevron's flagship field
development in the Gulf of Mexico, and numerous subsea and well test awards for
West Africa.

The Board is confident that this investment in new projects and the introduction
of new technologies should accelerate and underpin future revenue and profit
growth in the group and materially enhance the longer term prospects and
competitiveness of the business.

Reasons for the Placing

Against the background of the opportunities and growth described above, the
Board considers that the business would be strengthened by an issue of equity,
with the funds applied to

   • Refinance the £14 million total financing costs of the acquisitions of
     DHVI, RMI and Plus Design; and

   • Provide funds to support the next phase of Expro's development.

Current trading and future prospects

The group's preliminary results for 2004/5, announced today, are at the upper
end of market expectations, and reflect in financial terms the continued
progress Expro has made implementing the strategy announced 18 months ago. Our
increased customer focus and technology development has not only reversed the
previous downward sales trend, it has also generated record levels of new
business enquiries and provided improved earnings visibility. Global market
conditions for Expro's products and services have strengthened in the past year
and with earnings now benefiting from the company's high operational gearing,
the outlook for 2005/06 and beyond is positive.

In order to capitalise on the current increase in the momentum of the business,
we announced today the launch of a non-pre-emptive cash placing of shares. The
proceeds of the placing will be used to refinance recent acquisitions and
support the next phase of Expro's development. Following the placing, the Board
is confident that the group's outlook for 2005/6 will remain in line with the
market's current expectations for earnings per share (pre goodwill and
exceptional items).

Details of the Placing

The Placing, by JPMorgan Cazenove Limited of 6,640,000 new ordinary shares of 10
pence each (the "Placing Shares") at a Placing Price of 390 pence (the "Placing
Price") is to raise approximately £26 million in cash and represents
approximately 9.99 per cent of Expro's existing issued share capital. The
Placing Shares will rank pari passu with existing issued shares, including the
right to receive all future dividends. Application will be made for the Placing
Shares to be admitted to the Official List maintained by the UK Listing
Authority and to be admitted to trading by the London Stock Exchange on its main
market for listed securities. Admission of the Placing Shares to the Official
List is expected to take place on 7 June 2005.

The Placing will be conducted in accordance with the terms and conditions set
out in the appendix to this Announcement (the "Appendix"). Any prospective
placee that wishes to participate in the Placing (and who is eligible to do so
in accordance with the terms of the Appendix) will be making an offer to acquire
Placing Shares and will be deemed to have read and understood the Appendix in
its entirety and to be participating on the terms and conditions, and to be
making the representations, warranties, acknowledgements and undertakings,
contained in the Appendix.

Members of the general public are not eligible to take part in the Placing. This
Announcement and the Appendix and the terms and conditions set out herein, in so
far as they constitute an invitation or inducement to participate in the
Placing, are directed only at persons whose ordinary activities involve them in
acquiring, holding, managing and disposing of investments (as principal or
agent) for the purposes of their business and who have professional experience
in matters relating to investments and who fall within article 19(5) 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 persons who are existing members of Expro falling within Article 43(2)(a)
("members and creditors of certain bodies corporate") of the Order or to whom it
may otherwise lawfully be communicated (all such persons together being referred
to as "Relevant Persons"). This Announcement and the Appendix and the terms and
conditions, in so far as they constitute an invitation or inducement to
participate in the Placing, must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. Neither the Announcement and the Appendix nor the
terms and conditions constitute an offer for sale or subscription of any
securities of the Company.

The making of an offer in certain jurisdictions, or to residents who are
citizens of certain jurisdictions ("Foreign Shareholders"), may be restricted by
laws of the relevant jurisdictions. Foreign Shareholders should inform
themselves about and observe any such applicable legal requirements in their
respective jurisdiction.

This Announcement and information contained herein is not for release,
publication or distribution in or into the United States. This Announcement is
not an offer of securities for sale into the United States. The Placing Shares
have not been and will not be registered under the U.S. Securities Act of 1933
or under the securities laws of any state of the United States and may not be
offered or sold in the United States unless they are registered with the U.S.
Securities and Exchange Commission or an exemption from registration is
available. There will be no public offer of the Placing Shares in any
jurisdiction including without limitation the United States.

This Announcement and the information contained herein is not for publication or
distribution to persons in Canada, Australia or Japan or in any jurisdiction in
which such publication or distribution is unlawful.

This Announcement has been issued by, and is the sole responsibility of, Expro
International Group PLC.

                                    APPENDIX

                               TERMS & CONDITIONS

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY ON THE PLACING

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN

IMPORTANT INFORMATION FOR PLACEES ONLY ON THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT 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 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 AND WHO HAVE BEEN INVITED TO
PARTICIPATE IN THE PLACING BY JPMORGAN CAZENOVE LIMITED (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. NEITHER
THIS APPENDIX NOR THE ANNOUNCEMENT OF WHICH IT FORMS PART CONSTITUTES AN OFFER
OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN EXPRO INTERNATIONAL
GROUP PLC. 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 U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND,
SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES.

THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) HAS NOT BEEN
PREPARED IN THE CONTEXT OF A PUBLIC OFFER OF SECURITIES IN FRANCE AND HAS
THEREFORE NOT BEEN SUBMITTED TO THE AUTORITE DES MARCHES FINANCIERS FOR PRIOR
APPROVAL. THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) IS BEING
MADE AVAILABLE TO QUALIFIED INVESTORS (INVESTISSEURS QUALIFIES) ONLY INVESTING
FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH THE TERMS SET OUT BY ARTICLE 411-2 OF
THE FRENCH CODE MONETAIRE ET FINANCIER AND THE DECREE NO. 98-880 DATED 1 OCTOBER
1998, ON THE CONDITION THAT IT SHALL NOT BE PASSED ON TO ANY PERSON NOR
REPRODUCED (IN WHOLE OR IN PART) AND THAT APPLICANTS WILL UNDERTAKE NOT TO OFFER
OR SELL, DIRECTLY OR INDIRECTLY, THE SECURITIES TO THE PUBLIC IN FRANCE, OTHER
THAN IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. INVESTORS IN FRANCE AND
PERSONS WHO COME INTO POSSESSION OF THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH
IT FORMS PART) ARE REQUIRED TO INFORM THEMSELVES OF AND OBSERVE ANY SUCH
RESTRICTIONS.

THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) IS NOT A SECURITIES
SALES PROSPECTUS WITHIN THE MEANING OF THE GERMAN SECURITIES SALES PROSPECTUS
ACT OF 9 SEPTEMBER 1998, AS AMENDED, ("THE SPA") AND HAS NOT BEEN FILED WITH OR
APPROVED BY THE GERMAN FEDERAL FINANCIAL SERVICES SUPERVISORY AUTHORITY
(BUNDESANSTALT FUR FINANZDIENSTLEISTUNGS-AUFSICHT) OR ANY OTHER COMPETENT GERMAN
AUTHORITY. THE ANNOUNCEMENT AND THIS APPENDIX (OF WHICH IT FORMS PART), COPIES
THEREOF OR ANY DOCUMENT RELATING TO THE PLACING SHARES MAY NOT BE DISTRIBUTED
AND THE PLACING SHARES MAY NOT, DIRECTLY OR INDIRECTLY, BE OFFERED OR SOLD IN
THE FEDERAL REPUBLIC OF GERMANY, EXCEPT TO PERSONS WHO ON A PROFESSIONAL OR
COMMERCIAL BASIS PURCHASE OR SELL SECURITIES FOR THEIR OWN ACCOUNT OR FOR THE
ACCOUNT OF A THIRD PARTY PURSUANT TO SECTION 2 NO. 1 SPA.

ANY OFFER OR SALE OF PLACING SHARES IN ITALY IS BEING MADE ONLY TO QUALIFIED
OPERATORS ("OPERATORI QUALIFICATI") AS DEFINED IN ART. 31, PARAGRAPH 2, OF
CONSOB REGULATION NO. 11522 OF 1 JULY 1998 AS SUBSEQUENTLY MODIFIED. ANY SUCH
OFFER OR SALE OF PLACING SHARES OR ANY DISTRIBUTION OF THIS PLACING ANNOUNCEMENT
WITHIN ITALY MUST BE CONDUCTED BY BANKS OR INVESTMENT FIRMS AS DESCRIBED BY
LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998 (THE "CONSOLIDATED FINANCIAL
SERVICES ACT"), AND FINANCIAL COMPANIES ENROLLED IN THE SPECIAL REGISTER
PROVIDED FOR BY ART. 107 OF THE LEGISLATIVE DECREE NO. 385 OF 1 SEPTEMBER 1993,
TO THE EXTENT DULY AUTHORISED TO ENGAGE IN THE PLACEMENT AND/OR UNDERWRITING OF
FINANCIAL INSTRUMENTS IN ITALY IN ACCORDANCE WITH THE RELEVANT PROVISIONS OF THE
CONSOLIDATED FINANCIAL SERVICES ACT.

THE PLACING SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY
OR INDIRECTLY, IN THE NETHERLANDS, AS PART OF THEIR INITIAL DISTRIBUTION, OR AT
ANY TIME THEREAFTER OTHER THAN TO INDIVIDUALS OR LEGAL ENTITIES WHO OR WHICH
TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A PROFESSION OR TRADE WITHIN THE
MEANING OF SECTION 2 OF THE EXEMPTION REGULATION TO THE NETHERLANDS SECURITIES
MARKET SUPERVISION ACT 1995, AS AMENDED FROM TIME TO TIME,
("VRIJSTELLINGSREGELING WET TOEZICHT EFFECTENVERKEER 1995"), WHICH INCLUDES 
BANKS, SECURITIES FIRMS, INSURANCE COMPANIES, PENSION FUNDS, INVESTMENT 
INSTITUTIONS, OTHER INSTITUTIONAL INVESTORS AND FINANCE COMPANIES AND COMMERCIAL 
ENTERPRISES WHICH AS AN ANCILLARY ACTIVITY REGULARLY INVEST IN SECURITIES.

THIS PLACING ANNOUNCEMENT AND THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED WITH OR APPROVED BY THE DANISH FINANCIAL SUPERVISORY AUTHORITY, THE
DANISH SECURITIES COUNSEL OR ANY OTHER DANISH REGULATORY AUTHORITY. THIS
ANNOUNCEMENT AND THE PLACING SHARES WILL ONLY BE DIRECTED TO PERSONS IN DENMARK
WHO ACQUIRE SECURITIES IN ACCORDANCE WITH THE DANISH EXECUTIVE ORDER NO. 166 OF
13 MARCH 2003 PURSUANT TO THE DANISH ACT ON SECURITIES TRADING (DANISH ACT NO.
1269 OF 19 DECEMBER 2003 AS SUBSEQUENTLY AMENDED). THIS PLACING ANNOUNCEMENT MAY
NOT BE MADE AVAILABLE TO ANY OTHER PERSON IN DENMARK NOR MAY THE PLACING SHARES
OTHERWISE BE MARKETED OR OFFERED FOR SALE IN DENMARK.

THE PLACING SHARES REFERRED TO IN THIS PLACING ANNOUNCEMENT ARE ONLY BEING
DIRECTED TO A LIMITED NUMBER OF PRE-SELECTED INVESTORS IN SWEDEN. THIS PLACING
ANNOUNCEMENT IS NOT A PROSPECTUS IN ACCORDANCE WITH THE PROSPECTUS REQUIREMENTS
PROVIDED FOR IN THE SWEDISH FINANCIAL INSTRUMENTS TRADING ACT (SW: LAGEN (1991:
980) OM HANDEL MED FINANSIELLA INSTRUMENT) OR IN ANY OTHER SWEDISH LAWS OR
REGULATIONS. NEITHER THE SWEDISH FINANCIAL SUPERVISORY AUTHORITY (SW:
FINANSINSPEKTIONEN) NOR ANY OTHER SWEDISH PUBLIC BODY HAS EXAMINED, APPROVED OR
REGISTERED THIS PLACING ANNOUNCEMENT. ACCORDINGLY, THE PLACING SHARES MAY NOT BE
OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN SWEDEN EXCEPT IN ACCORDANCE WITH THE
RELEVANT EXEMPTIONS UNDER THE SWEDISH FINANCIAL INSTRUMENTS TRADING ACT AND THIS
PLACING ANNOUNCEMENT MAY NOT BE FORWARDED TO THE PUBLIC IN SWEDEN.

If you have been invited and 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 Relevant Person 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 acquiring the Placing Shares for your own account or are acquiring the
Placing Shares for an account with respect to which you exercise sole investment
discretion and that you (and any such account) are outside the United States,
within the meaning of Regulation S under the Securities Act; or if you are not
outside the United States, you and any such account are a qualified
institutional buyer ("QIB") as such term is defined in Rule 144A under the U.S.
Securities Act of 1933, as amended (the "Securities Act") and have duly executed
an investor letter in the form provided to you and you have delivered the same
to JPMorgan Cazenove Limited ("JPMorgan Cazenove" or the "Manager").

This Appendix and the announcement of which it forms part do not constitute an
offer to sell or the invitation or solicitation of an offer to buy or acquire
ordinary shares in the capital of Expro International Group PLC (the "Company")
in the United States, Canada, Australia, Japan or in any jurisdiction in which
such offer or solicitation is, or may be 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 Appendix and the related announcement
have not been and will not be registered under 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
QIBs within the meaning of Rule 144A under the Securities Act in reliance on
Rule 144A or another exemption from the registration requirements of the
Securities Act. The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S under the Securities Act.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority, nor have the foregoing authorities endorsed the merits of this
offering or the accuracy or adequacy of the offering materials. Any
representation to the contrary is a criminal offence in the United States.

The distribution of this announcement or Appendix and the placing and/or issue
of the Placing Shares in the capital of the Company in certain jurisdictions may
be restricted by law. No action has been taken by the Manager or the Company,
that would permit an offer of such Placing Shares or possession or distribution
of this announcement or Appendix 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 Manager and the Company to inform themselves about and to
observe any such restrictions.

Details of the Placing Agreement and the Placing Shares

The Manager and J.P. Morgan Securities Ltd. (the "Underwriter") have entered
into a placing agreement (the "Placing Agreement") with the Company under which
the Manager has, on the terms and conditions set out therein, undertaken to use
its reasonable endeavours as agent of the Company to procure Placees for, and
the Underwriter has agreed to underwrite, 6,640,000 Placing Shares.

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 in the capital of the Company, and will be sold under the Placing together
with the right to receive all dividends and other distributions declared, made
or paid in respect of such ordinary shares after the date of transfer of the
Placing Shares including any proposed dividend paid by the Company in respect of
the twelve month period ended 31 March 2005.

In this Appendix, unless the context otherwise requires, "Placee" or "you" means
a Relevant Person (including individuals, funds or others) on whose behalf a
commitment to acquire Placing Shares has been, or is proposed to be, given.

Listing

Application will be made to the UKLA for admission of the Placing Shares to the
Official List maintained by the UKLA (the "Official List") and to the 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
(together, "Admission"). It is expected that Admission will become effective and
dealings in the Placing Shares on the London Stock Exchange will commence on 7
June 2005. No application for listing of Placing Shares has been made anywhere
else.

Participation in the Placing

In participating in the Placing, you 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.

Only persons who are invited to do so may participate in the Placing.
Invitations to participate will be made by telephone through usual sales
contacts at the Manager. If you are invited to participate, your allocation will
be confirmed to you orally and a contract note will be dispatched as soon as
possible thereafter. The Manager's oral confirmation to you will constitute a
legally binding commitment upon you to purchase the number of Placing Shares at
the Placing Price allocated to you on the terms and conditions set out in this
Appendix and in accordance with the Company's constitutional documents.

Conditions of the Placing

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

The obligations of the Manager and the Underwriter under the Placing Agreement
are conditional on:

(a) this announcement being published through a Regulatory Information Service 
    as required by the Placing Agreement;

(b) an announcement giving details of the consolidated results of the Company 
    for the year ended 31 March 2005 being published through a Regulatory 
    Information Service as required by the Placing Agreement (the "Results 
    Announcement");

(c) the Company allotting, subject to Admission, the Placing Shares in 
    accordance with the terms of the Placing Agreement;

(d) Admission and commencement of trading occurring by not later than 8 a.m. on 
    7 June 2005 (or such later time and/or date as the Company and the Manager 
    may agree);

(e) the Manager and the Underwriter receiving on the Settlement Date but prior 
    to the Admission a certificate signed by an authorised representative of the 
    Company in accordance with the terms of the Placing Agreement;

(f) the Manager and the Underwriter receiving, prior to Admission, certain 
    confirmations and legal opinions in accordance with the Placing Agreement;

(g) the subscription and transfer agreement between the Company, the Manager and 
    Whiteheath Limited ("JerseyCo") (the "Subsciption and Transfer Agreement") 
    having been duly executed and delivered by the parties thereto, there having 
    occurred no material default or breach by any of the parties thereto of its 
    terms by the time immediately prior to Admission and the Subscription and 
    Transfer Agreement remaining in full force and effect and having become 
    wholly unconditional except for the condition relating to Admission;

(h) none of the representations or warranties of the Company contained in the 
    Placing Agreement being untrue, inaccurate, incorrect or misleading in any 
    respect which is in the good faith opinion of the Manager and the 
    Underwriter acting jointly material in the context of the Placing and/or
    Admission at the date of the Placing Agreement or any time up to and 
    including Admission as if they were repeated by reference to the facts and 
    circumstances then existing;

(i) the Company having complied with its obligations under the Placing Agreement 
    save to the extent that any non-compliance is not in the good faith opinion 
    of the Manager and the Underwriter acting jointly material in the context of 
    the Placing and/or Admission;

(j) no matter arising before Admission which might reasonably be expected to 
    give rise to a material claim pursuant to the indemnity provisions contained 
    in the Placing Agreement; and

(k) the initial subscription and put and call option agreement between the 
    Company, the Manager and JerseyCo (the "Option Agreement") having been duly 
    executed and delivered by the parties thereto and remaining in full
    force and effect, and there having occurred no material default or breach by 
    any of the parties to the Option Agreement of its terms by the time 
    immediately prior to Admission.

If, (a) the conditions in the Placing Agreement are not satisfied or waived by
the Manager and the Underwriter acting jointly within the stated time period (or
such later time and/or date as the Company and the Manager and the Underwriter
acting jointly may agree) or (b) the Placing Agreement is terminated in the
circumstances specified below in "Right to terminate under the Placing
Agreement", the Placing will lapse and your rights and obligations hereunder
shall cease and determine at such time and no claim can be made in respect
thereof.

By participating in the Placing you agree that your rights and obligations
hereunder are conditional upon the Placing Agreement becoming unconditional and
not being terminated and will terminate only in the circumstances described
above and under "Right to terminate under the Placing Agreement", below, and
will not be capable of rescission or termination by you.

The Manager and the Underwriter acting jointly reserve the right to waive or to
extend the time and/or date for fulfilment of certain of the conditions in the
Placing Agreement. Any such extension or waiver will not affect the Placees'
commitments. None of the Manager, the Underwriter 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 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

Either the Manager or the Underwriter will be entitled in its absolute
discretion by notice in writing to the Company at any time before Admission
becomes effective to terminate its obligations under the Placing Agreement if:

(a) there has been a breach by the Company of any of its obligations under the 
    Placing Agreement which the Manager or the Underwriter acting reasonably and 
    in good faith considers to be material in the context of the Placing and/or 
    Admission; or

(b) in the reasonable opinion of the Manager any statement contained in the 
    Results Announcement or this Announcement is or has become untrue, 
    inaccurate, incorrect or misleading in any material respect, or any
    matter has arisen, which would, if the Placing was made at that time, 
    constitute a material omission from the Results Announcement or this 
    Announcement, which in any such case the Manager acting in good faith 
    considers to be material in the context of the Placing; or

(c) any of the representations, warranties and undertakings contained, or 
    referred to, in the Placing Agreement is, or if repeated at any time up to 
    and including Admission would be, untrue, inaccurate, incorrect or
    misleading by reference to the facts and circumstances subsisting at that 
    time or a matter has arisen which might reasonably be expected to give rise 
    to a claim in accordance with the Placing Agreement and which in any such 
    case the Manager or the Underwriter acting in good faith considers to be 
    material in the context of the Placing; or

(d) there has occurred any of the following: (i) a suspension or material 
    limitation in trading in securities generally on the London Stock Exchange; 
    (ii) a suspension or material limitation in trading in the Company's
    securities on the London Stock Exchange; (iii) a general moratorium on
    commercial banking activities in London declared by the relevant authorities;
    (iv) the outbreak or escalation of hostilities or an act of terrorism
    wheresoever occurring; or (v) the occurrence of any other calamity or crisis 
    or any change in financial, political or economic conditions or currency 
    exchange rates or controls in the United Kingdom or elsewhere, if the effect 
    of any such event specified in sub-clauses (iv) or (v) in the judgment of 
    the Manager acting in good faith makes it impracticable or inadvisable to 
    proceed with the Placing and the distribution of the Placing Shares or would 
    be to prejudice dealings in the ordinary shares of the Company in the 
    secondary market; or

(e) in the opinion of the Manager there shall have occurred a material adverse 
    change as a result of which the Manager acting in good faith considers it to
    be impracticable, inappropriate or inadvisable for the Company to proceed 
    with the Placing.

By participating in the Placing you agree with the Manager that the exercise by
the Manager or the Underwriter of any right or termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Manager or the Underwriter and that neither the Manager nor the Underwriter need
make any reference to you and that neither of them shall have any liability to
you whatsoever in connection with any such exercise.

No Prospectus

The Placing Shares are being offered to a limited number of specifically invited
persons only and will not be offered in such a way as to require a prospectus.
No prospectus or offering document has been or will be submitted to be approved
by any regulatory authority in any jurisdiction 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). Each Placee, by
accepting a participation in the Placing, agrees that the content of this
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 the Manager, the Underwriter or
the Company and neither the Manager, the Underwriter nor the Company nor any
other person 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 deciding to participate in the Placing. Each Placee in the United
States further acknowledges and agrees that it has consulted with its own
independent advisors or otherwise has satisfied itself concerning, without
limitation, relevant legal, currency and other economic considerations and the
effects of the United States federal, state and local income tax laws and
foreign tax law generally and the US Employee Retirement Income Security Act of
1974, as amended, the US Investment Company Act of 1940, as amended and the
Securities Act. 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. The Manager
reserves the right to require settlement for and delivery of the Placing Shares
to Placees by such other means as 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, your allocation will be confirmed to
you orally and you will be sent a contract note that will state the number of
Placing Shares acquired by you at the Placing Price and the aggregate amount
owed by you to the Manager as soon as possible thereafter. Oral confirmation of
your allocation by the Manager will constitute a legally binding commitment upon
you to acquire the number of Placing Shares allocated to you at the Placing
Price on the terms and conditions set out in this Appendix and in accordance
with the Company's memorandum and articles of association. Your obligations will
be owed to the Company and the Manager. The consideration received by the
Company for the allotment and issue of Placing Shares to you by the Company will
be the transfer to the Company, by the Manager, of shares in JerseyCo, a company
incorporated in Jersey. You will, however, also have an immediate, separate and
binding obligation, owed to the Manager, to pay to it in cleared funds an amount
equal to the product of the Placing Price and the number of Placing Shares you
have agreed to acquire. In accepting the allocation of Placing Shares set out in
the contract note, you agree that you will do all things necessary to ensure
that delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions which you have in place with the Manager.

Settlement will be on 7 June 2005 on a T+3 basis (the "Settlement Date").
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 5 percentage points above
prevailing LIBOR.

If you do not comply with these obligations, the 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
interest or penalties) which may arise upon the sale of your Placing Shares on
your behalf.

You will not be entitled to receive any fee or commission in connection with the
Placing.

Representations and Warranties

By participating in the Placing you (on behalf of yourselves and anyone on whose
behalf you are acting):

1. represent and warrant that you have read this Appendix and the announcement
of which it forms part in its entirety and understand and acknowledge that no
disclosure, offering document, prospectus or listing particulars has been
prepared in connection with the Placing Shares and represent and warrant that
you have not received a prospectus, listing particulars or other offering
document in connection therewith;

2. represent and warrant that the issue to you of Placing Shares will not give
rise to a liability to stamp duty or stamp duty reserve tax payable under any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services);

3. acknowledge that you have been invited to participate in the Placing;

4. acknowledge that the content of this Appendix and the announcement of which
it forms part is exclusively the responsibility of the Company and agree and
acknowledge that neither the Manager nor any person acting on its behalf has or
shall have any liability for any information or representation relating to the
Company;

5. represent, warrant and agree that you have neither received nor relied on any
other information, representation, warranty or statement made by or on behalf of
the Manager, the Underwriter or the Company, other than the presentation on the
results of the Company for the year ended 31 May 2005 which was sent to you by
the Manager but upon which you represent, warrant and agree to have not relied,
and none of the Company, the Manager or the Underwriter will be liable for your
decision to accept this invitation to participate in the Placing based on any
other information, representation, warranty or statement, including without
limitation the aforementioned presentation. You acknowledge and agree that you
have relied on your own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing;

6. acknowledge that neither the Manager nor any person acting on behalf of the
Manager nor any of their respective affiliates has or shall have any liability
for any publicly available or filed information or any representation relating
to the Company, provided that nothing in this paragraph excludes the liability
of any person for fraudulent misrepresentation made by that person;

7. acknowledge that none of the Company or any of its affiliates or persons
acting on its or their behalf has made any representations to it, express or
implied, with respect to the Company and the Placing Shares or the accuracy,
completeness or adequacy of the information contained in this Announcement or
any other publicly available information;

8. represent and warrant that, at the time the Placing Shares were offered to
you and purchased by you, you will be the beneficial owner of such Placing
Shares and you are not, or such beneficial owner is not, a resident of Canada,
Australia, or Japan;

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

10. represent and warrant that you are entitled to acquire for and/or to
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;

11. have the corporate power and authority to carry on the activities in which
you are engaged, to subscribe for the Placing Shares and to execute and deliver
all documents necessary for such subscription;

12. if the Placing Shares were offered to you in the United States, represent
and warrant that in making your investment decision: (i) you have relied on your
own examination of the Company and the terms of the Placing, including the
merits and risks involved; (ii) you have made your own assessment of the
Company, the Placing Shares and the terms of the Placing based on this
Announcement and on such information as is publicly available; (iii) you have
consulted your own independent advisors or otherwise have satisfied yourself
concerning, without limitation, the effects of United States federal, state and
local income tax laws and foreign tax laws generally and the US Employee
Retirement Income Security Act of 1974, the US Investment Company Act of 1940,
as amended and the Securities Act; and (iv) you have received all information
that you believe is necessary or appropriate in order to make an investment
decision in respect of the Company and the Placing Shares;

13. if the Placing Shares were offered to you in the United States, you
represent and warrant that you understand that the financial information made
publicly available by the Company has been prepared in accordance with a UK
format and style. In particular, without limitation, such financial information
has been prepared in accordance with UK generally accepted accounting principles
and thus may not be comparable to financial statements of US companies prepared
in accordance with US generally accepted accounting principles;

14. represent and warrant that you either (i) are a QIB and you have received
and duly executed an investor letter relating to the Placing from the Manager,
or (ii) are acquiring the Placing Shares in an "offshore transaction" in
accordance with Rule 903 of Regulation S under the Securities Act ("Regulation
S") and if you are a QIB (i) you are subscribing for the Placing Shares for your
own account, or for one or more accounts as to each of which you exercise sole
investment discretion and each of which accounts is a QIB, for investment
purposes, and not with a view to any distribution or for resale in connection
with the distribution thereof, in whole or in part, in the United States; and
(ii) have such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of your investment in the Placing
Shares, and you and any accounts for which you are subscribing for Placing
Shares (a) are each able to bear the economic risk of your or their investment
in the Placing Shares; (b) will not look to the Company or the Manager for all
or part of such loss or losses you or they may suffer; (c) are able to sustain a
complete loss on your or their investment in the Placing Shares; (d) have no
need for liquidity with respect to your or their investment in the Placing
Shares; and (e) have no reason to anticipate any change in your or their
circumstances, financial or otherwise, which may cause or require any sale or
distribution by you or them of all or any part of the Placing Shares;

15. acknowledge that the Placing Shares have not been and will not be registered
under the Securities Act or with any state or other jurisdiction of the United
States, 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, and you agree not to re-offer, resell,
pledge or otherwise transfer the Placing Shares except (i) outside the United
States in offshore transactions in accordance with Regulation S under the
Securities Act, (ii) in the United States to QIBs pursuant to Rule 144A under
the Securities Act , (iii) in compliance with Rule 144 under the Securities Act
if available, (iv) pursuant to another exemption from the registration
requirements of the Securities Act, if available and, in each such case in
compliance with all applicable laws;

16. acknowledge that where you are purchasing the Placing Shares for one or more
managed accounts, represent and warrant that you are authorised in writing by
each managed account (i) to purchase the Placing Shares for each managed
account, and (ii) to execute and deliver on its behalf any investor letter
relating to the Placing in the form provided to you by the Manager. You agree to
indemnify and hold the Company and the Manager harmless from any and all costs,
claims, liabilities and expenses (including legal fees and expenses) arising out
of or in connection with any breach of the representations and warranties in
this clause 16. You agree that the provisions of this clause 16 shall survive
the resale of the Placing Shares by or on behalf of the managed accounts;

17. acknowledge that no representation has been made as to the availability of
Rule 144 or any other exemption under the Securities Act for the re-offer,
resale, pledge or transfer of the Placing Shares;

18. acknowledge and understand that the Placing Shares are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act, and
represent and warrant on your own behalf and on behalf of any accounts for which
you are acting that, for so long as the Placing Shares are "restricted
securities" you will not deposit the Placing Shares into any unrestricted
depositary receipt facility maintained by any depositary bank in respect of the
Company's ordinary shares;

19. represent and warrant that you have complied with your 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 you to verify the
identity of the third party as required by the Regulations;

20. represent and warrant that you and any person acting on your behalf 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;

21. represent and warrant that you have not offered or sold and, prior to the
expiry of a period of six months from the Settlement Date, 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 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;

22. 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;

23. represent and warrant that you have complied and undertake that you will
comply with, and have not breached and will not breach, any and all applicable
provisions of FSMA with respect to anything done by you in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;

24. represent and warrant that you and any person acting on your behalf have all
necessary capacity and have obtained all necessary consents and authorities to
enable you to commit to this participation in the Placing 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);

25. undertake that you and any person acting on your behalf will pay for the
Placing Shares allocated to you in accordance with this Appendix (and the
announcement of which it forms part) on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other subscribers
or sold as the Manager in its sole discretion may determine and without
liability to you;

26. acknowledge that participation in the Placing is on the basis that you are
not and will not be a client or customer of the Company or the Manager and that
neither the Company nor Manager has duties (whether fiduciary or otherwise) or
responsibilities to you for providing the protections afforded to its clients or
customers or for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder, including any right to waive or vary conditions or
exercise any termination right;

27. 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. Each Placee and any person acting on behalf of the Placee agrees to
purchase on the basis that the Placing Shares will be allocated to the CREST
account of the Manager who will hold them as nominee on behalf of the Placee
until settlement in accordance with its standing settlement instructions;

28. 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 except that enforcement proceedings in respect of the obligation to pay
the Placing Price (together with any interest chargeable thereon) may be taken
by the Company or the Manager 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;

29. acknowledge that where a Placee or any person acting on its behalf is
dealing with the Manager, any money held in an account with the Manager on
behalf of the Placee and/or any person acting on behalf of the Placee will not
be treated as client money within the meaning of the relevant rules and
regulations of the Financial Services Authority which therefore do not require
the Manager to segregate such money as that money will be held by it under a
banking relationship and not as trustees; and

30. agree that the Company and the Manager and others will rely upon the truth
and accuracy of the foregoing representations, warranties and acknowledgements
and undertakings which are given to the Manager for itself and on behalf of the
Company and are irrevocable.

General

The agreement to settle a Placee's acquisition (and/or the acquisition 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 it 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 are any such arrangements, or
the settlement related to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax may be payable, for which neither the Company nor the
Manager will be responsible. If this is the case, each Placee should seek its
own advice and notify the Manager accordingly.

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

This announcement has been issued by the Company and is the sole responsibility
of the Company. The Manager is acting exclusively for the Company and no one
else in connection with the Placing and will not be responsible to anyone other
than the Company for providing the protections afforded to clients of the
Manager nor for providing any advice in relation to the Placing or any other
matters referred to in this press announcement.

Each Placee and any person acting on behalf of the Placee acknowledges that the
Manager owes no fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Manager may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become the Placee in respect of some or
all of the Placing Shares or by nominating any connected or associated person to
do so.

When a Placee or any person acting on behalf of the Placee is dealing with the
Manager, any money held in an account with the Manager 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 FSA rules. 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 the money of the
Manager in accordance with the client money rules and will be used by the
Manager in the course their own business; and the Placee will rank only as a
general creditor of the Manager.

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

All times and dates in this Appendix (and the announcement of which it forms
part) may be subject to amendment. The Manager shall notify the Placee and any
person acting on behalf of the Placee of any changes.

This announcement includes "forward-looking statements". All statements other
than statements of historical fact included in this announcement, including,
without limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations (including
development plans and objectives relating to the Company's products), are
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could cause actual
results to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the
Company's present and future business strategies and the environment in which
the Company will operate in the future. You should not place undue reliance on
forward-looking statements, which speak only as at the date of this
announcement. The Company assumes no responsibility to update any of the
forward-looking statements contained herein.





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            The company news service from the London Stock Exchange