Placing

Camco International Ltd
23 July 2007


                          Camco International Limited
                            ('Camco' or the 'Company')
                                     Placing


Camco is a leading climate change group managing one of the world's
largest portfolios of carbon credits, providing carbon advisory services and
innovating new products and services. Camco works closely with businesses to
identify and develop projects that reduce greenhouse gas emissions.

Camco is pleased to announce that it has conditionally placed 15,077,706 million
new ordinary shares of €0.01 each ('Ordinary Shares') ('New Shares') at a price
of 75 pence per share to raise approximately £11.3 million before expenses (the
'Placing').

The new funds raised, together with existing cash resources, will be used to
fund various growth opportunities as follows:

   •£6.5 million to fund expansion in the US market of which £2.5 million is
    for organic growth and £4.0 million as a reserve to fund future potential
    acquisitions. Camco believes that the US represents one of the largest
    potential markets for carbon credits and has already established a presence
    in Denver and Aspen. Initial focus will be on methane and industrial waste
    projects.
   •£1.75 million to invest in a company to be set up to manage the Climate
    Leaders Joint Venture, as announced on 13 July 2007. The investment is
    expected to give Camco a 60 per cent. initial stake in the company managing
    the joint venture although this stake is anticipated to be diluted as the
    joint venture increases in size. The partners expect to complete
    negotiations and reach formal closing of this joint venture in the near
    future.
   •£5.75 million to fund the development of new products. This includes seed
    funding to cover short term working capital costs for Earth Carbon and Plan
    Vivo, a programme designed to address carbon emissions from land use and
    land use change which are estimated to account for between 20 and 30 per
    cent. of global emissions. Camco also intends to start to sell a limited
    number of its carbon credits forward on a fully guaranteed basis, a process
    which requires a small amount of capital to set up in the form of legal,
    structuring and professional fees. Further, there are several additional
    product development opportunities that are likely to need a limited amount
    of equity funding over the coming 12 months.

The growth opportunities above are in addition to the Company's continuing focus
on expanding activities in relation to CDM and JI including using existing
methodologies in new markets, developing new methodologies and focusing on
activities post 2012.

KBC Peel Hunt Ltd acted as Nominated Adviser and broker for the transaction.

Jeff Kenna, CEO of Camco International Limited, said:

'The carbon market is moving at a fast pace in line with global concerns about
climate change. The market in North America is going to be an extremely
important part of Camco's ongoing strategy. This extra funding alongside the
creation of the Climate Leaders Joint Venture will ensure that Camco is at the
forefront of developments in this new market.'

In addition to the Placing, certain existing shareholders have also
conditionally agreed to sell a total of 16,828,572 existing Ordinary Shares
('Additional Sale Shares') all of which have also been conditionally placed with
various institutional investors. This transaction is conditional on the Placing
completing and the New Shares being admitted to trading on AIM. Such selling
shareholders include ClearWorld Energy Limited ('ClearWorld'), SM Trust (of
which Scott McGregor a director of the Company is a beneficiary) and various
other shareholders 'Other Selling Shareholders'.

ClearWorld has conditionally sold 10,000,000 Ordinary Shares representing 6.62
per cent. of the current issued share capital. Following completion of the
Placing, ClearWorld will hold 19,905,000 Ordinary Shares representing 11.98 per
cent. of the issued share capital as enlarged by the Placing.

SM Trust has conditionally sold 128,572 Ordinary Shares representing 0.09 per
cent. of the current issued share capital. Following completion of the Placing,
neither SM Trust nor Scott McGregor will hold any other Ordinary Shares in the
Company. Scott McGregor does however have an entitlement to 192,857 Ordinary
Shares as part of certain share awards at the time of the Company's IPO and also
has a maximum interest in 1,558,785 Ordinary Shares subject to achieving various
performance criteria as part of the Company's LTIP arrangements.

In this announcement, references to the 'Placing' and 'Placing Shares' shall
(unless otherwise stated) also include the sale of the Additional Sale Shares.
Application will be made for Admission and it is expected that dealings in the
15,077,706 new Ordinary Shares will commence at 8.00 a.m. on 26 July 2007.
Following completion of the Placing, the total number of Ordinary Shares in
issue will be 166,151,068.


Enquiries:

Camco International Limited                          [phone]
Jeff Kenna, Chief Executive Officer
Scott McGregor, Chief Financial Officer

KBC Peel Hunt Ltd (Nominated Adviser)                [phone]
Jonathan Marren
David Anderson

Gavin Anderson                                       [phone]
Ken Cronin/Kate Hill/Jodie Reilly

This announcement is for information purposes only and does not constitute an 
offer or invitation to acquire or dispose of any securities or investment advice 
in any jurisdiction. It has been issued by, and is the sole responsibility of, 
the Company. Neither KBC Peel Hunt nor any of its Affiliates (as defined in the 
Appendix to this announcement) shall have any liability for any information 
contained in this announcement.

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

This announcement may contain forward-looking statements, including, without
limitation, statements containing the words 'believes', 'anticipates',
'expects', and similar expressions. Such forward-looking statements involve
unknown risks, uncertainties and other factors which may cause the actual
results, financial condition, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Given these uncertainties, prospective investors are cautioned not
to place any undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such forward-looking statements in this
announcement to reflect future events or developments except as required by the
AIM Rules.

This written announcement is not an offer of securities for sale or a
solicitation of any offer to subscribe for or to purchase securities in the
United States. Placing Shares may not be offered or sold in the United States
absent registration under the US Securities Act of 1933, as amended (the 'US
Securities Act') or an exemption therefrom. The Company has not and does not
intend to register any securities under the US Securities Act or any other
foreign legislation and does not intend to offer any securities to the public in
the United States or any other jurisdiction where it would be unlawful so to do
without complying with registration or other requirements. No money, securities
or other consideration from any person inside the United States is being
solicited and, if sent will not be accepted except pursuant to an exemption
from, or as part of a transaction not subject to, the registration requirements
of the US Securities Act and the securities laws of any applicable state absent
registration. The Placing Shares have not been and will not be registered with
any regulatory authority of any state within the United States.



APPENDIX: TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, 'THIS  ANNOUNCEMENT'), IS 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO 
THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, REPUBLIC OF SOUTH AFRICA, 
REPUBLIC OF IRELAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION 
OR DISTRIBUTION IS UNLAWFUL

IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY

Members of the public are not eligible to participate in the Placing. This 
announcement and the terms and conditions set out herein are directed only at 
persons whose ordinary activities involve them 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 fall within article 19(1) of the Financial Services and Markets Act 2000 
(Financial Promotion) Order 2005, as amended (the 'Order') or are persons who 
fall 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 'Permitted 
Persons'). This announcement and the terms and conditions set out herein must 
not be acted on or relied on by persons who are not Permitted Persons. Any 
investment or investment activity to which this Appendix and the terms and 
conditions set out herein relates is available only to Permitted Persons and 
will be engaged in only with Permitted Persons. Persons distributing this 
announcement must satisfy themselves that it is lawful to do so. This 
announcement does not constitute an offer for sale or subscription of any 
securities in the Company. The Placing Shares have not been and will not be 
registered under the US Securities Act of 1933, as amended (the 'US Securities 
Act') or under any applicable state securities laws, and may not be offered or 
sold in the United States except pursuant to an exemption from, or as a part of 
a transaction not subject to, the registration requirements of the US Securities 
Act and the securities laws of any applicable state absent registration or any 
other jurisdiction where it would be unlawful so to do without complying with 
registration or other requirements.

Persons who are invited to and who chose to participate in the Placing 
('Placees') are deemed to have read and understood this announcement in its 
entirety and to be making such offer on the terms and conditions contained in 
this Appendix, and to be providing the representations, warranties, agreements, 
acknowledgements and undertakings, in each case as contained in this Appendix.

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

- is a Permitted Person and undertakes that it will acquire, hold, manage or 
dispose of any Placing Shares that are allocated to it for the purposes of its 
business; and

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

This announcement does not constitute an offer to sell or issue or the 
solicitation of an offer to buy or subscribe for Ordinary Shares in the United 
States, Canada, Australia, New Zealand, Republic of South Africa, Republic of 
Ireland or Japan or in any other jurisdiction in which such offer or 
solicitation is or may be unlawful and the information contained herein is not 
for publication or distribution to persons in the United States, Canada, 
Australia, New Zealand, Republic of South Africa, Republic of Ireland or Japan 
or any jurisdiction in which such publication or distribution is unlawful. 
Persons receiving this announcement (including, without limitation, custodians, 
nominees and trustees) must not distribute, mail or send it in, into or from the 
United States, or use the United States mails, directly or indirectly, in 
connection with the Placing, and by so doing may invalidate any related 
purported application for Placing Shares. The Placing Shares have not been and 
will not be registered under the US Securities Act or under the securities laws 
of any State or other jurisdiction of the United States, and, subject to certain 
exceptions from the appropriate requirements of such jurisdiction, may not be 
offered or sold, resold or delivered, directly or indirectly in or into the 
United States, or to, or for the account or benefit of, US persons (as defined 
in Regulation S within the meaning of the US Securities Act). No public offering 
of the Placing Shares is being made in the United States. The Placing Shares are 
being offered and sold outside the United States in reliance on Regulation S. 
Until the expiration of 40 days after the closing of the Placing, an offer or 
sale of the Placing Shares sold in reliance upon Regulation S within the United 
States or to, or for the account or benefit of, US persons may violate the 
registration requirements of the US Securities Act.

The distribution of this announcement and the Placing and/or issue or sale of 
Ordinary Shares in certain other jurisdictions may be restricted by law. No 
action has been taken by the Company or KBC Peel Hunt that would permit an 
offer of 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 and KBC Peel Hunt 
to inform themselves about and to observe any such restrictions.

Details of the Placing Agreement and Placing Shares

KBC Peel Hunt has today entered into a conditional placing agreement (the 
'Placing Agreement') with the Company, ClearWorld and SM Trust whereby KBC Peel 
Hunt has, on the terms and subject to the conditions set out therein, agreed 
to use its reasonable endeavours as agent for and on behalf of ClearWorld, SM 
Trust and the Company to procure Placees for 10,128,572 existing Ordinary Shares 
and 15,077,706 New Shares respectively. The Company has given certain 
warranties for the benefit of KBC Peel Hunt and the Placees in relation, among 
other things, to the carrying out of the Placing and the current state of the 
business of the Company and its subsidiaries (the 'Group'). The Company has also 
given certain indemnities to KBC Peel Hunt in relation to such matters.

The Other Selling Shareholders who have agreed to sell 6,700,000 Ordinary Shares 
have entered into alternative arrangements, and are not a party, to the Placing 
Agreement.

The New Shares will be issued credited as fully paid, will be issued subject to 
the memorandum and articles of association of the Company and will rank pari 
passu in all respects with the existing Ordinary Shares, including the right to 
receive any future dividends and other distributions.

Application has been made for Admission and it is expected that dealings in the 
Placing Shares will commence at 8.00 a.m. on 26 July 2007. Following the 
Placing, the total number of Ordinary Shares in issue will be 166,151,068.

Each Placee's obligations are owed to the Company and to KBC Peel Hunt. Each 
Placee has an immediate, separate, irrevocable and binding obligation, owed to 
KBC Peel Hunt, to pay to it (or as it may direct) in cleared funds an amount 
equal to the product of the Placing Price and the number of Placing Shares such 
Placee has agreed to subscribe for.

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

Conditions of the Placing

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

(a) The Placing Agreement having become unconditional in all respects and not 
having been terminated prior to Admission; and

(b) Admission taking place not later than 8.00 a.m. on 26 July 2007 or such 
later date (not being later than 9 August 2007) as the Company and KBC Peel Hunt 
may in their discretion determine.

If (a) any of the conditions contained in the Placing Agreement are not 
fulfilled or waived by KBC Peel Hunt by the respective time or date where 
specified (or such later time or date as KBC Peel Hunt and the Company may agree 
but not later than 8.00 a.m. on 9 August 2007), (b) any such condition becomes 
incapable of being fulfilled and KBC Peel Hunt informs the Company that it will 
not waive such condition, or (c) the Placing Agreement is terminated in the 
circumstances specified below, the Placing will lapse and the Placees' rights 
and obligations hereunder shall cease and terminate at such time and each Placee 
agrees that no claim can be made by or on behalf of the Placee (or any person on 
whose behalf the Placee is acting) against any person in respect thereof.

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

KBC Peel Hunt may, in its absolute discretion, waive or extend the time for 
fulfilment of any of the conditions in the Placing Agreement, save provided that 
such extension shall not be beyond 8.00 a.m. on 9 August 2007 and save that KBC 
Peel Hunt will not waive the condition that Admission takes place. Any such 
extension or waiver will not affect Placees' commitments as set out in this 
announcement.

Neither KBC Peel Hunt, the Company, ClearWorld nor SM Trust, nor any other their 
respective directors, officers, employees or agents 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 any of them may make as to whether or not 
to waive or to extend the time and/or date for the satisfaction of any condition 
to the Placing nor for any decision either of them may make as to the 
satisfaction of any condition or in respect of the Placing generally.

Right to terminate the Placing Agreement

KBC Peel Hunt may, at any time before Admission, terminate the Placing Agreement 
in accordance with the terms of the Placing Agreement in certain circumstances 
which are usual for a transaction of this nature, including a breach of 
warranty given by the Company to KBC Peel Hunt, circumstances of force majeure 
or material adverse changes in the financial markets, as more particularly 
described in the Placing Agreement.

If the obligations of KBC Peel Hunt under the Placing Agreement are terminated 
in accordance with its terms, the rights and obligations of each Placee against 
any person in respect of the Placing as described in this announcement shall 
cease and terminate at such time and no claim can be made by any Placee in 
respect thereof. By participating in the Placing each Placee agrees with KBC 
Peel Hunt that the exercise by KBC Peel Hunt of any right of termination or 
other discretion under the Placing Agreement shall be within the absolute 
discretion of KBC Peel Hunt and that KBC Peel Hunt need not make any reference 
to any such Placee and that KBC Peel Hunt shall have no liability whatsoever to 
any such Placee (or to any other person whether acting on behalf of a Placee or 
otherwise) in connection with the exercise of such rights.

No Prospectus

No prospectus or other document has been or will be submitted to be approved by 
the Financial Services Authority ('FSA') in relation to the Placing and Placees' 
commitments have been made solely on the basis of the information contained in 
this announcement. Each Placee, by accepting a participation in the Placing, 
agrees and confirms that it has neither received nor relied on any other 
information, representation, warranty or statement made by or on behalf of KBC 
Peel Hunt, the Company, ClearWorld or SM Trust or any other their respective 
directors, officers, employees or agents and neither the Company, ClearWorld, 
SM Trust nor KBC Peel Hunt not any such person will be liable for any Placee's 
decision to participate in the Placing based on any other information, 
representation, warranty or statement. Each Placee acknowledges and agrees that 
it has relied on its own investigation of the business, financial or other 
position of the Group in accepting a participation in the Placing. Nothing in 
this paragraph shall exclude the liability of any person for fraudulent 
misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B11FB960, Sedol 
code: B11FB96) following Admission will take place within the CREST system, 
subject to certain exceptions. KBC Peel Hunt reserves the right to require 
settlement for and delivery of the Placing Shares to Placees by such other means 
that it deems necessary if delivery or settlement is not possible or practicable 
within the CREST system within the timetable set out in this announcement or 
would not be consistent with the regulatory requirements in any Placee's 
jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade 
confirmation stating the number of Placing Shares allocated to it, the Placing 
Price, the aggregate amount owed by such Placee to KBC Peel Hunt and settlement 
instructions. Placees should settle against CREST ID: 546. It is expected that 
such trade confirmation will be despatched on 23 July 2007 and that this will 
also be the trade date. Each Placee agrees that it will do all things necessary 
to ensure that delivery and payment is completed in accordance with either the 
standing CREST or certificated settlement instructions which it has in place 
with KBC Peel Hunt.

It is expected that settlement will be on 26 July 2007 on a T+3 basis in 
accordance with the instructions set out in the trade confirmation. Interest is 
chargeable daily on payments not received from Placees on the due date in 
accordance with the arrangements set out above at the rate of two percentage 
points above prevailing LIBOR as determined by KBC Peel Hunt. Each Placee is 
deemed to agree that if it does not comply with these obligations, KBC Peel 
Hunt may sell any or all of the Placing Shares allocated to that Placee on such 
Placee's behalf and retain from the proceeds, for KBC Peel Hunt's account and 
benefit, an amount equal to the aggregate amount owed by the Placee plus any 
interest due. The relevant Placee will, however, remain liable for any shortfall 
between the net proceeds of such sale and the Placing proceeds of such Placing 
Shares and may be required to bear any stamp duty or stamp duty reserve tax 
(together with any interest or penalties due pursuant to the terms set out or 
referred to in this announcement) which may arise upon the sale of such Placee's 
Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, 
Placees should ensure that the trade confirmation is copied and delivered 
immediately to the relevant person within that organisation. Insofar as Placing 
Shares are registered in a Placee's name or that of its nominee or in the name 
of any person for whom a Placee is contracting as agent or that of a nominee for 
such person, such Placing Shares should, subject as provided below (and in 
particular subject to paragraph 15 below), be so registered free from any 
liability to UK stamp duty or stamp duty reserve tax. No Placee (or any nominee 
or other agent acting on behalf of a Placee) will be entitled to receive any fee 
or commission in connection with the Placing.

Representations and Warranties

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

1. represents and warrants that it has received this announcement solely for its 
use and has not redistributed or duplicated it;

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

3. represents and warrants that it is not entitled to rely on any information
(including, without limitation, any information contained in any management
presentation given in relation to the Placing) other than that contained in this
announcement;

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

5. acknowledges that neither of KBC Peel Hunt nor any of its parent undertakings
and its and their respective subsidiary undertakings and any undertaking in
which any of them has a participating interest (as those terms are defined in
the Companies Act 1985 (as amended)) and each of their respective current or
former directors, officers, employees and agents ('Affiliates') nor any person
acting on behalf of KBC Peel Hunt or its Affiliates has provided, and will not
provide it with any material regarding the Placing Shares or the Group other
than this announcement; nor has it requested KBC Peel Hunt, any of its
Affiliates or any person acting on behalf of KBC Peel Hunt or any of its
Affiliates to provide it with any such information;

6. acknowledges that the content of this announcement and all previous 
announcements is exclusively the responsibility of the Company and that neither 
KBC Peel Hunt, nor any of its Affiliates nor any person acting on behalf of KBC 
Peel Hunt or its Affiliates has or shall have any liability for any information, 
representation or statement contained in this announcement or any information 
previously published by or on behalf of the Company or any other member of the 
Group and will not be liable for any Placee's decision to participate in the 
Placing based on any information, representation or statement contained in this 
announcement or otherwise. Each Placee represents, warrants and agrees that it 
has relied on its own investigation with respect to the Placing Shares and the 
Group in connection with its decision to subscribe for the Placing Shares and 
acknowledges that it is not relying on any investigation that KBC Peel Hunt, any 
of its Affiliates or any person acting on behalf of KBC Peel Hunt or its 
Affiliates may have conducted with respect to the Placing Shares or the Group 
and none of such persons has made any representations to it, express or implied, 
with respect thereto. Nothing in this paragraph shall exclude the liability of 
any person for fraudulent misrepresentation;

7. acknowledges that it has not relied on any information relating to the Group 
contained in any research reports prepared by KBC Peel Hunt, any of its 
Affiliates or any person acting on behalf of KBC Peel Hunt or its Affiliates and 
understands that neither KBC Peel Hunt, nor any of its Affiliates nor any person 
acting on behalf of KBC Peel Hunt or its Affiliates:

(i) has or shall have any liability for public information or any 
representation;

(ii) has or shall have any liability for any additional information that has 
otherwise been made available to such Placee, whether at the date of 
publication, the date of the announcement or otherwise; and

(iii) makes any representation or warranty, express or implied, as to the truth, 
accuracy or  completeness of such information, whether at the date of 
publication, the date of the announcement or otherwise;

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

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

10. represents and warrants that it will be the beneficial owner of such Placing 
Shares and that the beneficial owner of  such Placing Shares will not at the 
time the Placing Shares are acquired be a resident of the United States, Canada, 
Australia, New Zealand, Republic of South Africa, Republic of Ireland or Japan;

11. acknowledges that the Placing Shares have not been and will not be 
registered under the US Securities Act or under the securities laws of any of 
the states of the United States, or under the securities legislation of the 
United States, Canada, Australia, New Zealand, Republic of South Africa, 
Republic of Ireland or Japan or any other jurisdiction and, subject to certain 
exceptions, may not be offered, sold, taken up, renounced or delivered or 
transferred, directly or indirectly, within those jurisdictions;

12. represents and warrants that either:

12.1 it is not a resident of, or located in, the United States and is purchasing 
Placing Shares in an 'offshore transaction' in accordance with Regulation S 
under the US Securities Act; or

12.2 if it is a resident of, or located in, the United States it is either:

12.2.1 it is a qualified institutional buyer as defined in Rule 144A of the US 
Securities Act and is applying for Placing Shares in reliance on the exemptions 
from the registration requirements of the US Securities Act provided by Rule 
144A and in reliance on similar exemptions under applicable state laws; and/or

12.2.2 it is an accredited investor under Rule 501 of Regulation D to the US 
Securities Act and is applying for Placing Shares in reliance on the exemptions 
from the registration requirements of the US Securities Act provided by section 
4(2) of the US Securities Act Rule 501 of Regulation D and in reliance on 
similar exemptions under applicable state laws;

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

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

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

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

17. represents and warrants that it and any person acting on its behalf is a 
person falling within article 19(1) and/or 49(2) of the Order and undertakes 
that it will acquire, hold, manage or dispose of any Placing Shares that are 
allocated to it for the purposes of its business;

18. represents and warrants that it has not offered or sold and will not offer 
or sell any Placing Shares to persons in the United Kingdom prior to Admission 
except 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 section 85(1) of the FSMA;

19. represents and warrants that it has not offered or sold and will not offer 
or sell any Placing Shares to persons in the European Economic Area prior to 
Admission 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 any member state of the 
European Economic Area within the meaning of the Prospectus Directive (which 
means Directive 2003/71/EC and includes any relevant implementing measure in any 
member state);

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

21. represents and warrants that it is a qualified investor as defined in 
section 86(7) of the FSMA, being a person falling within Article 2.1 (e)(i), 
(ii) or (iii) of the Prospectus Directive;

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

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

24. undertakes that it (and any person acting on its behalf) will make payment 
for the Placing Shares allocated to it in accordance with this announcement on 
the due time and date set out herein, failing which the relevant Placing Shares 
may be placed with other subscribers or sold as KBC Peel Hunt may in its sole 
discretion determine and it will remain liable for any shortfall below the net 
proceeds of such sale and the Placing proceeds of such Placing Shares and may be 
required to bear any stamp duty for stamp duty reserve tax (together with any 
interest or penalties due pursuant to the terms set out or referred to in this 
announcement) which may arise upon the sale of such Placee's Placing Shares on 
its behalf;

25. acknowledges that neither KBC Peel Hunt, nor any of its Affiliates nor any 
person acting on behalf of KBC Peel Hunt or its Affiliates is making any 
recommendations to it, advising it regarding the suitability of any transactions 
it may enter into in connection with the Placing nor providing advice in 
relation to the Placing nor in respect of any representations, warranties, 
undertakings or indemnities contained in the Placing Agreement nor the exercise 
or performance of any of KBC Peel Hunt's rights and obligations thereunder 
including any rights to waive or vary any conditions or exercise any termination 
right;

26. undertakes that the person who it specifies for registration as holder of 
the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. 
Neither KBC Peel Hunt 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 such Placee agrees 
to participate in the Placing and it agrees to indemnify the Company and KBC 
Peel Hunt in respect of the same on the basis that the Placing Shares will be 
credited to the CREST stock account of KBC Peel Hunt (CREST ID: 546) who will 
hold them as nominee for the subscribers of such shares until settlement in 
accordance with its standing settlement instructions;

27. acknowledges that any agreements entered into by it pursuant to these terms 
and conditions shall be governed by and construed in all respects in accordance 
with English law and it submits (on behalf of itself and on behalf of any person 
on whose behalf it is acting) to the exclusive jurisdiction of the courts of 
England as regards any claim, dispute or matter arising out of any such 
contract, except that enforcement proceedings in respect of the obligation to 
make payment for the Placing Shares (together with any interest chargeable 
thereon) may be taken by the Company or KBC Peel Hunt 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;

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

29. agrees that the Company, KBC Peel Hunt and others will rely upon the truth 
and accuracy of the foregoing representations, warranties, acknowledgements and 
undertakings which are given to KBC Peel Hunt on its own behalf and on behalf of 
the Company and are irrevocable.

The acknowledgements, undertakings, representations and warranties referred to
above are given to each of the Company and KBC Peel Hunt and are irrevocable.
The Company and KBC Peel Hunt will rely upon the truth and accuracy of the
foregoing acknowledgements, undertakings, representations and warranties.

Miscellaneous

The rights and remedies of the Company and KBC Peel Hunt under these terms and 
conditions are in addition to any rights or remedies which would otherwise be 
available to each of them and the exercise or partial exercise of one will not 
prevent the exercise of others.

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

Any arrangements to issue or transfer the Placing Shares into a depositary 
receipts system or a clearance service or to hold the Placing Shares as agent or 
nominee of a person to whom a depositary receipt may be issued or who will hold 
the Placing Shares in a clearance service, or any arrangements subsequently to 
transfer the Placing Shares, may give rise to UK stamp duty and/or stamp duty 
reserve tax, for which neither the Company nor KBC Peel Hunt will be responsible 
and the Placee to whom (or on behalf of whom, or in respect of the person for 
whom it is participating in the Placing as an agent or nominee) the allocation, 
allotment, issue or delivery of Placing Shares has given rise to such UK stamp 
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp 
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold 
harmless the Company and KBC Peel Hunt in the event that any of the Company and/ 
or KBC Peel Hunt has incurred any such liability to UK stamp duty or stamp duty 
reserve tax. In addition, Placees should note that they will be liable to pay 
any stamp duty and all other stamp, issue, securities, transfer, registration, 
documentary or other duties or taxes (including any interest, fines or penalties 
relating thereto) payable outside the UK by them or any other person on the 
subscription by them for any Placing Shares or the agreement by them to 
subscribe for any Placing Shares.

All times and dates in this announcement may be subject to amendment. KBC Peel 
Hunt shall notify the Placees and any person acting on behalf of the Placees of 
any changes.

This announcement has been issued by the Company and is the sole responsibility 
of the Company.

KBC Peel Hunt, which is authorised and regulated by the FSA, is acting 
exclusively for the Company and for no one else solely in connection with the 
Placing and will not be responsible to anyone other than the Company for 
providing the protections afforded to the customers of KBC Peel Hunt or for 
providing advice in relation to the Placing or any transaction or arrangement 
referred to herein. KBC Peel Hunt can be contacted at 111 Old Broad Street, 
London EC2N 1PH.

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

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






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