Rec. Offer for Meconic - Pt 1

Johnson,Matthey PLC
21 June 2001

PART 1
                                      
 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
                THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN


                           Recommended Cash Offer
                                      
                      by Schroder Salomon Smith Barney
                                      
                                on behalf of
                                      
                             Johnson Matthey plc
                                      
                                 to acquire
                                      
                                 Meconic plc
                                      

Summary

-    The  Boards  of  Johnson  Matthey and Meconic announce  that  they  have
     reached agreement on the terms of a recommended cash offer of 405  pence
     per  ordinary  share for the whole of the issued and to be issued  share
     capital  of  Meconic valuing the whole of the issued  share  capital  of
     Meconic at approximately £147.1 million. The Offer will include  a  Loan
     Note Alternative.

-    The  Offer  represents a premium of approximately 42 per  cent.  to  the
     Closing  Price of 285 pence per Meconic Share on 20 June 2001, the  last
     business day prior to the date of this announcement.

-    The  Meconic  Directors,  who have been so advised  by  Close  Brothers,
     consider  the  terms  of the Offer to be fair and  reasonable  and  will
     unanimously recommend Meconic Shareholders to accept the Offer  as  they
     have  irrevocably undertaken to do with respect to their own  beneficial
     holdings.

-    For  many  years Johnson Matthey has operated a pharmaceutical materials
     business  from  a facility in West Deptford, New Jersey.  This  business
     is   similar  to  that  of  Meconic  in  a  number  of  ways   including
     complementary  product  ranges, and a focus on high  value,  low  volume
     products, particularly controlled substances.

-    Meconic  also  offers  an  attractive  opportunity  for  the  geographic
     expansion  of  Johnson Matthey's current pharmaceutical  fine  chemicals
     business  into  the United Kingdom and Europe.  This broader  base  will
     provide  opportunities to sell existing products in new markets and  for
     the   more   effective   deployment   of   research   and   development,
     manufacturing and marketing resources.

-    The  Johnson Matthey Directors believe that the acquisition  of  Meconic
     will  be  earnings enhancing after goodwill amortisation during  Johnson
     Matthey's  first  full financial year of ownership, commencing  1  April
     2002*.

Commenting  on  the  Offer, Peter Savage, Chairman  of  Meconic, said:

    'The board has every confidence in the Company's future and last year's
     results  again  demonstrated  the strong earnings  growth  in  Meconic's
     business.  However, even with such growth, in the view of the board,  it
     would  probably  take several years for Meconic's share price  to  match
     that  currently  represented by the Offer and the  board  has  therefore
     concluded   that   the   Offer  represents  fair   value   for   Meconic
     shareholders.'

Commenting on the Offer, Chris Clark, Chief Executive of Johnson Matthey,
said:

     'The combination of Meconic with our pharmaceutical materials business
     makes  great  commercial sense on a variety of levels.  It  will  expand
     our   product  portfolio  while  extending  our  geographic  reach   and
     presenting broader market opportunities.  The acquisition of Meconic  is
     firmly  in  line  with  our  strategy of developing  our  business  both
     organically and by targeted acquisition.'


     Enquiries

     Johnson Matthey plc
     John  Sheldrick                                         020 7269 8403
     David Morgan                                            020 7269 8454

     Schroder Salomon Smith Barney                           020 7986 4000
     (financial adviser to Johnson Matthey)
     James Steel
     Jan Skarbek

     Credit Suisse First Boston de Zoete & Bevan Limited     020 7888 8888
     (brokers to Johnson Matthey)
     Chris Chambers
     Chris Sim

     Gavin Anderson                                          020 7457 2345
     (PR Consultants to Johnson Matthey)
     Howard Lee
     Laura Hickman

     Meconic plc                                             07768 502 896
     Peter Savage

     Close Brothers                                          020 7655 3100
     (financial adviser to Meconic)
     Martin Gudgeon
     Mark Barrow

*This  statement should not be interpreted to mean that future  earnings  per
share  of Johnson Matthey following the acquisition of Meconic will be higher
than historical earnings per share.

This  summary  should  be  read in conjunction with  the  full  text  of  the
following announcement.

Salomon  Brothers International Limited (trading as 'Schroder  Salomon  Smith
Barney')  and  Credit Suisse First Boston de Zoete & Bevan Limited  ('CSFB'),
which  are  regulated  in  the United Kingdom by The Securities  and  Futures
Authority Limited, are acting exclusively for Johnson Matthey and no one else
in connection with the Offer and will not be responsible to anyone other than
Johnson  Matthey for providing the protections afforded to its customers  nor
for  providing advice in relation to the Offer.  Salomon Smith  Barney  is  a
service  mark  of  Salomon  Smith Barney Inc.  Schroder  is  a  trademark  of
Schroders  Holdings  plc  and  is  used under  licence  by  Salomon  Brothers
International Limited.

Close  Brothers Corporate Finance Limited, which is regulated in  the  United
Kingdom   by  The  Securities  and  Futures  Authority  Limited,  is   acting
exclusively for Meconic and no one else in connection with the Offer and will
not be responsible to anyone other than Meconic for providing the protections
afforded to its customers or for providing advice in relation to the Offer.

The  Offer will not be made, directly or indirectly, in or into or by the use
of  the  mails  or  any  means of instrumentality of  interstate  or  foreign
commerce of, or any facilities of a national securities exchange of, the USA,
or  in  or  into  Canada, Australia or Japan.  Accordingly,  copies  of  this
announcement are not being, and must not be, mailed or otherwise  distributed
or sent in or into or from the USA, Canada, Australia or Japan.

The  Loan  Notes to be issued pursuant to the Loan Note Alternative have  not
been,  and will not be, registered under the United States Securities Act  of
1933 (as amended) or under any relevant securities laws of any state or other
jurisdiction  of the United States, nor have clearances been, nor  will  they
be,  obtained  from  the securities commission or similar  authority  of  any
province or territory of Canada and no prospectus has been or will be  filed,
or  registration made, under any securities law of any province or  territory
of  Canada, nor has a prospectus in relation to the Loan Notes been, nor will
one   be,  lodged  with  or  registered  by  the  Australian  Securities  and
Investments Commission nor have any steps been taken, nor will any  steps  be
taken,  to  enable the Loan Notes to be offered in compliance with applicable
securities laws of Japan.  Accordingly, unless an exemption under such Act or
securities laws is available, Loan Notes may not be offered, sold, re-sold or
delivered,  directly  or  indirectly, in, into or  from  the  United  States,
Canada,  Australia or Japan or any other jurisdiction in which  an  offer  of
Loan  Notes  would  constitute  a  violation  of  relevant  laws  or  require
registration thereof, or to or for the account or benefit of any US Person or
resident of Canada, Australia or Japan.


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


                           Recommended Cash Offer
                                      
                      by Schroder Salomon Smith Barney
                                      
                                on behalf of
                                      
                             Johnson Matthey plc
                                      
                                 to acquire
                                      
                                 Meconic plc
                                      

1.   Introduction

     The  Boards  of  Johnson Matthey and Meconic announce  the  terms  of  a
     recommended cash offer, to be made by Schroder Salomon Smith  Barney  on
     behalf of Johnson Matthey, to acquire the whole of the issued and to  be
     issued share capital of Meconic.

2.   The Offer

     The  Offer, which will be on the terms and subject to the conditions set
     out  or  referred to in Appendix I to this announcement and the  further
     terms  and conditions to be set out in the Offer Document and  the  Form
     of Acceptance, will be made on the basis set out below:

            for each Meconic Share     405 pence in cash

     The  Offer  values the entire existing issued ordinary share capital  of
     Meconic at approximately £147.1 million.

     The  Offer  represents a premium of approximately 42 per  cent.  to  the
     Closing  Price of 285 pence per Meconic Share on 20 June 2001, the  last
     business day prior to the date of this announcement.

     The  Meconic Shares which are the subject of the Offer will be  acquired
     under  the  Offer  fully  paid and free from liens,  equities,  charges,
     encumbrances,  rights  of pre-emption and other third  party  rights  or
     interest  of any nature whatsoever and together with all rights  now  or
     hereafter  attaching thereto, including the right to receive and  retain
     in  full  all dividends and other distributions declared, made  or  paid
     after  the  date  of  this announcement.  Accordingly,  as  set  out  in
     Meconic's  preliminary results announced today,  subject  to  the  Offer
     being declared unconditional in all respects, no final dividend will  be
     declared or paid by Meconic.

     The  Directors  of Meconic, who have been so advised by Close  Brothers,
     consider  the  terms  of the Offer to be fair and  reasonable  and  will
     unanimously recommend Meconic Shareholders to accept the Offer  as  they
     have  irrevocably undertaken to do with respect to their own  beneficial
     holdings.   In  providing advice to the Directors,  Close  Brothers  has
     taken  into  account  the commercial assessments  of  the  Directors  of
     Meconic.

3.   The Loan Note Alternative

     Meconic  Shareholders,  other than certain  overseas  shareholders,  who
     validly  accept the Offer may elect to receive Loan Notes to  be  issued
     by  Johnson Matthey instead of some or all of the cash consideration  to
     which  they will otherwise be entitled under the Offer.  The  Loan  Note
     Alternative will be made available on the following basis:

            for every £1 of cash consideration   £1 nominal of Loan Notes

     The  issue  of the Loan Notes will be conditional on the Offer  becoming
     or  being declared wholly unconditional and valid elections having  been
     received by such time for at least £3 million in nominal value  of  Loan
     Notes.

     The  Loan  Notes  will be issued credited as fully paid in  amounts  and
     integral  multiples  of  £1 nominal value. Any  fractional  entitlements
     will  be  disregarded  and  not paid.  The Loan  Notes  will  be  freely
     transferable.

     The  Loan  Notes  will  bear interest, payable in  arrears,  up  to  but
     excluding  the date of payment (less any applicable tax) in  semi-annual
     instalments on 15 April and 15 October in each year at a rate per  annum
     calculated  by  Johnson Matthey as being equal to 0.5  per  cent.  below
     LIBOR for six month sterling deposits.  The first interest payment  will
     be  made  on  15 April 2002 in respect of the period from and  including
     the  first date of issue of the Loan Notes up to but excluding 15  April
     2002.

     The  Loan  Notes will be redeemable in whole or in part at par (together
     with  accrued  interest (after deduction of tax)) at the option  of  the
     holder  of  the  Loan  Notes on 15 October 2002 and  on  any  subsequent
     interest payment date.

     On  any interest payment date falling on or after 15 October 2002, if 20
     per  cent.  or  less  in nominal value of the Loan Notes  issued  or  £3
     million  or  less  in  nominal value of Loan Notes remains  outstanding,
     Johnson  Matthey shall have the right on giving to the remaining holders
     of  Loan Notes not less than 30 days' prior notice in writing to  redeem
     all  (but not part only) of the outstanding Loan Notes by payment of the
     nominal  amount thereof together with accrued interest (after  deduction
     of tax) up to but excluding the date of redemption.

     Any Loan Notes not previously redeemed or purchased will be redeemed  at
     their  principal  amount  on  15  October  2006  together  with  accrued
     interest  (after  deduction  of tax) up to but  excluding  the  date  of
     redemption.

4.   Irrevocable undertakings

     Johnson  Matthey  has received irrevocable undertakings  to  accept  the
     Offer  from  Directors of Meconic in respect of an aggregate of  206,000
     Meconic  Shares,  representing  approximately  0.57  per  cent.  of  the
     current  issued share capital of Meconic.  In addition, Johnson  Matthey
     has  received irrevocable undertakings from Peter Savage, Ken Green  and
     Sandy  Macrae to use their best endeavours to procure the acceptance  of
     the  Offer in respect of an aggregate of 47,806 Meconic Shares in  which
     certain  of  their  connected  persons hold  an  interest,  representing
     approximately  0.13  per cent. of the current issued  share  capital  of
     Meconic.   Together  the  Meconic Shares  subject  to  such  irrevocable
     undertakings  represent  approximately 0.70 per  cent.  of  the  current
     issued  share capital of Meconic. The irrevocable undertakings from  the
     Directors  of Meconic in respect of such shareholdings will  be  binding
     in the event of a competing offer being made for Meconic.

5.   Reasons for the Offer

     For  many  years Johnson Matthey has operated a pharmaceutical materials
     business  from  a facility in West Deptford, New Jersey.  This  business
     is   similar  to  that  of  Meconic  in  a  number  of  ways   including
     complementary  product  ranges, and a focus on high  value,  low  volume
     products, particularly controlled substances.

     Meconic  also  offers  an  attractive  opportunity  for  the  geographic
     expansion  of  Johnson Matthey's current pharmaceutical  fine  chemicals
     business  into  the United Kingdom and Europe.  This broader  base  will
     provide  opportunities to sell existing products in new markets and  for
     the   more   effective   deployment   of   research   and   development,
     manufacturing and marketing resources.

     Furthermore,   on   23  April  2001,  Johnson  Matthey   announced   the
     acquisition  of  Pharm-Eco  Laboratories,  a  US-based  operation   that
     provides   contract  research,  process  development  and  small   scale
     synthesis services to the pharmaceutical industry.  This operation  will
     enable  Johnson Matthey to offer a wide range of services  to  customers
     of Meconic.

     The  Johnson Matthey Directors believe that the acquisition  of  Meconic
     will  be  earnings enhancing after goodwill amortisation during  Johnson
     Matthey's  first  full financial year of ownership, commencing  1  April
     2002*.
     
     *  This statement should not be interpreted to mean that future earnings
     per  share of Johnson Matthey following the acquisition of Meconic  will
     be higher than historical earnings per share.

6.   Background to the recommendation of the Offer

     In  early  2001,  Meconic received approaches from a number  of  parties
     interested  in making a recommended offer for the Company.   These  were
     at  a level which prompted the Directors of Meconic to formally test the
     market  for potential purchasers.  Close Brothers was engaged, in  March
     2001,  to  run  a  process and establish the level of  interest  from  a
     number  of trade purchasers.  The ensuing negotiations have resulted  in
     the agreement of the terms of the Offer.

     The  Directors  of Meconic have reviewed the strategic options  open  to
     Meconic.   The Company has been demonstrating strong earnings growth  in
     the  recent  past  and  the Meconic Board has every  confidence  in  the
     future,  as  the  business is very well placed in a market  with  strong
     organic  growth.  However, it would probably take several years of  such
     performance  to create the value in Meconic's share price equivalent  to
     the  Offer.   Therefore  the  Directors  of  Meconic  have  decided   to
     recommend  the  Offer  as  they believe it  represents  fair  value  for
     Meconic Shareholders.

7.   Conditions

     The  Offer  will be subject to, amongst other things, certain terms  and
     conditions, as detailed in Appendix I to this announcement.

8.   Information on the Meconic Group

     Meconic  is  the parent company of Macfarlan Smith - a long  established
     manufacturer  of  active pharmaceutical ingredients and  fine  chemicals
     and  a  world  leader in the production of alkaloid  opiates  and  other
     controlled drugs.  The Group, based in Edinburgh, was formed  in  August
     1990 when the management acquired Macfarlan Smith from Glaxo.
     
     The  Group's  activities  are divided into  three  broad  areas:  active
     pharmaceutical  ingredients;  specialty  fine  chemicals;  and  contract
     manufacture.
     
     The  active  pharmaceutical ingredients business is the world's  leading
     supplier   of   opiates,  a  controlled  drug.    Opiates   are   active
     pharmaceutical ingredients based on the extraction of morphine (the  key
     opiate  building  block)  from  opium  poppies.    Examples  of  opiates
     include  codeine,  dihydrocodeine,  morphine,  pholcodine,  diamorphine,
     oxycodone  and  hydromorphone.  Macfarlan  Smith  also  produces   other
     controlled   drugs:   of  the  twenty  principal  synthetic   narcotics,
     Macfarlan Smith manufactures four.  Macfarlan Smith also sells  cocaine.
     Macfarlan  Smith  also  produces  other non-controlled  drugs  including
     apomorphine  used  as  an  emetic  and in  the  control  of  Parkinson's
     Disease.
     
     The  fine chemicals business produces aversives which are used to  deter
     the  ingestion  of hazardous materials. Macfarlan Smith's  largest  non-
     pharmaceutical  product is BitrexT, the brand name for a bitter  tasting
     substance  now  sold  in  41  countries.  The  group  also  manufactures
     intermediates  from raw materials which are used to  serve  as  starting
     materials for other pharmaceutical products.

     The  group manufactures other active pharmaceutical ingredients produced
     on  contract  for  third  parties  through  its  contract  manufacturing
     business.
     
     Meconic  today  issued its preliminary results for  the  year  ended  30
     April  2001.   Meconic  reported  earnings  before  interest,  taxation,
     depreciation  and  amortisation of £13.3 million (2000:  £11.0  million)
     and  profit  on  ordinary  activities before taxation  of  £9.8  million
     (2000:  £8.1  million) for the year ended 30 April 2001.   Shareholders'
     funds  as at 30 April 2001 were £29.9 million (2000: £23.6 million)  and
     net  borrowings as at 30 April 2001 were £15.5 million.  Subject to  the
     Offer  being  declared unconditional in all respects no  final  dividend
     will be declared or paid.

9.   Information on the Johnson Matthey Group

     Johnson  Matthey is a speciality chemicals company focused  on  precious
     metals, catalysts and other fine chemicals.  It is organised into  three
     operating divisions: Catalysts & Chemicals, Precious Metals and  Colours
     & Coatings.
     
     The  Johnson  Matthey Group's principal activities are: the  manufacture
     of  catalysts  and pollution control systems, pharmaceutical  compounds,
     process  catalysts  and speciality chemicals; the refining,  fabrication
     and  marketing  of precious metals; and the manufacture of  colours  and
     coatings for the ceramic, glass, paint and plastics industries.
     
     Johnson Matthey has operations in 34 countries and employs around  6,600
     people.   Its  products are sold across the world to  a  wide  range  of
     advanced technology industries.
     
     For the year ended 31 March 2001, the Johnson Matthey Group reported  an
     operating  profit  from continuing operations of £175.0  million  before
     exceptional  items and goodwill amortisation (2000: £146.5 million)  and
     a  profit on ordinary activities before taxation, exceptional items  and
     goodwill   amortisation  of  £180.3  million  (2000:  £143.8   million).
     Shareholders'  funds before equity minority interests  as  at  31  March
     2001 were £851.0 million (31 March 2000: £755.4 million).

10.  Directors and employees

     Johnson  Matthey attaches great importance to the skills and  experience
     of  the management and employees of the Meconic Group, and believes that
     they  will benefit from the wider opportunities in the enlarged  Johnson
     Matthey  Group.   The Board of Johnson Matthey has given  assurances  to
     Meconic  that  the  employment rights of the Meconic Group's  employees,
     including pension entitlements, will be fully safeguarded.

     Ken  Green  has  indicated his willingness to remain with  the  enlarged
     group.   The  non-executive Directors of Meconic have agreed  to  resign
     from  the  Board of Meconic as soon as the Offer becomes or is  declared
     wholly unconditional.

11.  Meconic Share Option Schemes

     The  Offer  will  extend to any Meconic Shares which are unconditionally
     allotted or issued while the Offer remains open for acceptance (or  such
     earlier  period  as  Johnson  Matthey may, subject  to  the  City  Code,
     decide), including any Meconic Shares which are allotted or issued as  a
     result  of  the  exercise  of options granted under  the  Meconic  Share
     Option Schemes.

     In  the event that the Offer becomes or is declared unconditional in all
     respects,  Johnson  Matthey will write to participants  in  the  Meconic
     Share  Option  Schemes, to inform them of the effect  of  the  Offer  on
     their  rights  under the Meconic Share Option Schemes  and  to  set  out
     appropriate proposals to be made in respect of their options.

12.  Compulsory acquisition, de-listing and cancellation of trading

     If  Johnson Matthey receives acceptances under the Offer in respect  of,
     and/or  otherwise acquires, an aggregate of 90 per cent. or more of  the
     Meconic  Shares to which the Offer relates, Johnson Matthey  intends  to
     exercise its rights pursuant to the provisions of sections 428  to  430F
     of  the  Act  to  compulsorily acquire the remaining Meconic  Shares  to
     which the Offer relates.

     Furthermore, once the Offer becomes or is declared unconditional in  all
     respects,  Johnson  Matthey  intends  to  procure  the  making   of   an
     application  by Meconic to the UKLA for the cancellation of the  listing
     of  Meconic Shares on the Official List and to the London Stock Exchange
     for  the  cancellation of trading of Meconic Shares.  It is  anticipated
     that  such  cancellations will take effect no earlier than  20  business
     days  after  the  date  on  which  the  Offer  becomes  or  is  declared
     unconditional in all respects.

13.  Inducement fee

     Meconic  has  agreed to pay to Johnson Matthey the sum of £1,470,000  if
     prior  to  the  Offer lapsing or being withdrawn the  Board  of  Meconic
     recommends  an offer by a third party which subsequently becomes  or  is
     declared wholly unconditional.

14.  General

     The  Offer  Document  will be posted to Meconic  Shareholders  and  (for
     information  only) to participants in the Meconic Share  Option  Schemes
     as soon as is practicable.

     The  definitions  of certain expressions used in this  announcement  are
     contained in Appendix II.

     The  availability of the Offer to persons not resident in the UK may  be
     affected by the laws of the relevant jurisdiction.  Persons who are  not
     resident  in  the  UK  should inform themselves about  and  observe  any
     applicable laws.

     Save  for the irrevocable undertakings summarised in paragraph 4  above,
     neither  Johnson Matthey nor any person acting in concert with  it  owns
     or  controls  any  Meconic  Shares  or  any  securities  convertible  or
     exchangeable  into  Meconic Shares or any rights  to  subscribe  for  or
     purchase,  or  options  (including traded options)  in  respect  of,  or
     derivatives   referenced   to,  any  such  shares   ('Relevant   Meconic
     Securities') nor does any such person have any arrangement  in  relation
     to  Relevant  Meconic  Securities.  For  these  purposes,  'arrangement'
     includes   any  indemnity  or  option  arrangement,  any  agreement   or
     understanding,  formal  or  informal, of whatever  nature,  relating  to
     Relevant  Meconic  Securities which may be  an  inducement  to  deal  or
     refrain from dealing in such securities.


     Enquiries

     Johnson Matthey plc
     John  Sheldrick                                         020 7269 8403
     David Morgan                                            020 7269 8454

     Schroder Salomon Smith Barney                           020 7986 4000
     (financial adviser to Johnson Matthey)
     James Steel
     Jan Skarbek

     Credit Suisse First Boston de Zoete & Bevan Limited     020 7888 8888
     (brokers to Johnson Matthey)
     Chris Chambers
     Chris Sim

     Gavin Anderson                                          020 7457 2345
     (PR Consultants to Johnson Matthey)
     Howard Lee
     Laura Hickman

     Meconic plc                                             07768 502 896
     Peter Savage

     Close Brothers                                          020 7655 3100
     (financial adviser to Meconic)
      Martin Gudgeon
      Mark Barrow

     Salomon  Brothers  International Limited (trading as  'Schroder  Salomon
     Smith  Barney') and Credit Suisse First Boston de Zoete & Bevan  Limited
     ('CSFB'),  which are regulated in the United Kingdom by  The  Securities
     and  Futures  Authority  Limited,  are acting  exclusively  for  Johnson
     Matthey  and  no one else in connection with the Offer and will  not  be
     responsible  to  anyone  other than Johnson Matthey  for  providing  the
     protections  afforded  to  its customers nor  for  providing  advice  in
     relation  to  the  Offer.  Salomon Smith Barney is  a  service  mark  of
     Salomon  Smith  Barney  Inc.   Schroder  is  a  trademark  of  Schroders
     Holdings   plc   and   is  used  under  licence  by   Salomon   Brothers
     International Limited.

     Close  Brothers  Corporate Finance Limited, which is  regulated  in  the
     United  Kingdom  by  The  Securities and Futures Authority  Limited,  is
     acting  exclusively for Meconic and no one else in connection  with  the
     Offer  and  will  not be responsible to anyone other  than  Meconic  for
     providing  the  protections afforded to its customers nor for  providing
     advice in relation to the Offer.

     The  Offer  will not be made, directly or indirectly, in or into  or  by
     the  use  of the mails or any means or instrumentality of interstate  or
     foreign  commerce  of,  or  any  facilities  of  a  national  securities
     exchange  of,  the  USA,  or  in  or into Canada,  Australia  or  Japan.
     Accordingly,  copies of this announcement are not being,  and  must  not
     be,  mailed or otherwise distributed or sent in or into or from the USA,
     Canada,  Australia  or  Japan  and persons receiving  this  announcement
     (including  custodians, nominees and trustees) must not  distribute,  or
     send it into or from the USA, Canada, Australia or Japan.  Doing so  may
     invalidate any proposed acceptance.

     The  Loan Notes to be issued pursuant to the Loan Note Alternative  have
     not   been,  and  will  not  be,  registered  under  the  United  States
     Securities  Act 1933 (as amended) or under any relevant securities  laws
     of  any  state  or  other jurisdiction of the United  States,  nor  have
     clearances  been,  nor  will  they  be,  obtained  from  the  securities
     commission or similar authority of any province or territory  of  Canada
     and  no  prospectus  has  been or will be filed, or  registration  made,
     under  any  securities law of any province or territory of  Canada,  nor
     has  a  prospectus in relation to the Loan Notes been, nor will one  be,
     lodged  with  or registered by the Australian Securities and Investments
     Commission nor have any steps been taken, nor will any steps  be  taken,
     to  enable  the  Loan Notes to be offered in compliance with  applicable
     securities  laws of Japan.  Accordingly, unless an exemption under  such
     Act  or  securities laws is available, Loan Notes may  not  be  offered,
     sold,  re-sold or delivered, directly or indirectly, in,  into  or  from
     the  United States, Canada, Australia or Japan or any other jurisdiction
     in  which  an  offer  of  Loan  Notes would constitute  a  violation  of
     relevant laws or require registration thereof, or to or for the  account
     or benefit of any US Person or resident of Canada, Australia or Japan.
                                      

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