Acquisition & Re-Admission

Rotala PLC
09 August 2005


Rotala plc
9 August 2005

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN THE UNITED STATES, CANADA, 
                   JAPAN, AUSTRALIA OR THE REPUBLIC OF IRELAND

                      Rotala plc ('Rotala' or the 'Company')

Proposed acquisitions of Flights Hallmark Limited, Flights Corporate Transfers 
                      Limited and FH Transport Limited

                       Publication of Admission Document

                        Re-Admission to trading on AIM

Placing of 18,307,693 new Ordinary Shares at a price of 6.5 pence per share to 
raise approximately £1.19 million (before expenses) for the Company.

Market capitalisation of approximately £11.18 million at the Placing Price.

   •Rotala, a company founded to acquire complementary businesses in parking
    and transportation management, has today published an AIM Admission Document
    for its re-Admission to AIM following a Placing and acquisition of Flights
    Hallmark Limited, Flights Corporate Transfers Limited and FH Transport
    Limited from Spritto Nominees Limited, a company wholly owned by the
    Proposed Director, who will on re-admission of the Company to AIM join the
    board as a non-executive director.
        •The proceeds of the Placing will be used to augment the Company's
        funds for due diligence on further potential acquisition targets, to
        satisfy any cash element of consideration payable by the Company for
        future acquisitions and to supplement the future working capital
        requirements for the Enlarged Group, although the proceeds of the
        Placing are not required for current working capital purposes.
        • Re-Admission and dealings is expected to commence at 8.00 a.m. on 30
        August 2005.
            •Panmure Gordon is appointed as financial adviser, nominated
            adviser and broker for the transactions.


            John Gunn, Non-executive Chairman, commented:

            'We are pleased to have conditionally secured the Flights Group of 
            businesses, which provide Rotala with an excellent base and 
            management team from which to grow a transport group of real scale'.

            For further information, please contact:

            Rotala                                         Tel: [phone]
            John Gunn, Non-executive Chairman
            Kim Taylor, Finance Director
            Nick Kennedy, Non-executive Director

            Panmure Gordon                                Tel: [phone]
            Grant Harrison
            Katherine Roe

            Introduction

            The Board of Rotala announced today that the Company has
            conditionally agreed to acquire the entire issued share capital of
            each of Flights Hallmark Limited, Flights Corporate Transfers
            Limited and FH Transport Limited (together ''the Flights Group'')
            from the Vendor for a consideration, valued at the Placing Price of
            6.5 pence per Ordinary Share, of up to £4.65 million.

    

The initial consideration will be satisfied by the issue of 46,666,667
Consideration Shares and by the issue of £750,000 5 per cent loan notes 2007 on
Completion, which at the Placing Price of 6.5 pence per Ordinary Share, places
an aggregate value of £3.78 million on the initial consideration. Further, up to
13,333,333 deferred Consideration Shares will be issued conditionally on the
attainment of a profit related target for the Flights Group.

In addition, Panmure Gordon, on behalf of the Company, has conditionally placed
18,307,693 Ordinary Shares at the Placing Price of 6.5 pence per Ordinary Share
with institutional and other investors. The proceeds of the Placing will be used
to augment the Company's funds for due diligence on further potential
acquisition targets, to satisfy any cash element of consideration payable by the
Company for future acquisitions and to supplement the future working capital for
the Enlarged Group, although it should be noted that the Acquisitions are not
conditional upon the Placing and that the proceeds of the Placing are not
required for current working capital purposes.

In view of the respective sizes of Rotala and the Flights Group, the
Acquisitions constitute a Reverse Takeover (in accordance with the AIM Rules)
and are conditional, inter alia, on the approval of Rotala Shareholders, which
is to be sought at the Extraordinary General Meeting. Also at the Extraordinary
General Meeting, the Company will seek the approval of Independent Shareholders
for a waiver of the obligation of the Vendor Concert Party to make a mandatory
cash offer for the Company as a result of the issue to the Vendor of the Initial
Consideration Shares, the right to receive up to a further 13,333,333 additional
Consideration Shares and the exercise of options over 3,700,000 Ordinary Shares
by the Proposed Director.

Information on Rotala

Rotala was admitted to trading on AIM on 29 March 2005 as a newly established
investing company. In the Company's admission document dated 11 March 2005 (the
''March 2005 Document''), the Board stated its intention to acquire
complementary businesses in the sectors of parking and transportation
management. In the transport sector, the Board anticipated that opportunities
would arise in the provision of bus services, chauffeur-drive services, Park &
Ride and integrated ground transportation. In particular, the Board stated its
intention to complete the Company's first acquisition within six months of
Admission and is pleased that it has identified an acquisition target and agreed
terms to acquire it within this period.

On 11 April 2005, the Board announced that the Company had entered into a period
of exclusivity with the owner of the Flights Group in connection with a possible
strategic collaboration which might or might not lead to a Reverse Takeover
pursuant to the AIM Rules. The Company is now pleased to announce that those
negotiations have been successful and the Company has agreed to acquire the
Flights Group, subject, inter alia, to the approval of Shareholders at the EGM.

At Completion, the business of the Company will comprise that of the Flights
Group. Further, the New Board intends to continue to develop the Enlarged Group
by organic growth and further investments in, or acquisitions of, businesses
that meet the strategic and financial criteria of the Company.

On Admission, the Company will have a market capitalisation (at the Placing
Price of 6.5 pence per Ordinary Share) of approximately £11.18 million.

Background to and reasons for the Acquisitions

The Flights Group comprises a group of coach and chauffeur drive businesses
based in the Midlands in the UK.

The Directors and Proposed Director consider that the Flights Group represents
an excellent fit within the Company's stated acquisition strategy and that its
acquisition should provide Rotala with the opportunity to build a platform for
further acquisitions as well as providing the capital and assets to exploit
existing market opportunities. In particular, the Directors and Proposed
Director believe that following the acquisition of the Flights Group, other
small UK based operators in the transport market which may be looking to dispose
of their businesses may present further opportunities to enable Rotala to build
a more significant operation around the existing Flights Group network.

In addition, the Directors and Proposed Director consider that market demand
exists for a group that is able to provide an integrated transport solution
covering buses, coaches and cars using the advantages of new technology to
assist in the booking process but which also focuses on key usage drivers such
as cleanliness, safety and quality.

The Acquisitions bring to Rotala an experienced management team. This team
includes Stuart Lawrenson, who is the beneficial owner of the Vendor and who
will join the Board as a non-executive director.

Information on the Flights Group

The principal businesses now carried on by the Flights Group were acquired
separately by the Proposed Director during 2004. The Flights Group comprises
three companies: Flights Hallmark, Flights Corporate Transfers and FH Transport.

Flights Hallmark has a mature coach and bus business formed through the
acquisition and amalgamation of a number of businesses. Significant current
business operations include the provision of a coach service known as
'Flightlink', the operation of various shuttle bus services and a substantial
coach hire business. A significant proportion of the revenues of Flights
Hallmark derives from contracted business with 10 top customers who include
National Express, the National Exhibition Centre, Birmingham and National Grid
Transco.

Flights Corporate Transfers operates chauffeur driven cars, particularly
relating to transport to and from UK airports. The business is less mature and
significantly smaller than that of Flights Hallmark. A major source of current
revenue is a contract with Emirates Airlines, although additional contracts have
been added over the past year.

The third company, FH Transport, does not currently have an operating business,
but is party to certain contracts with customers relating to the business
operated by other Flights Group members.

In the financial year ended 30 November 2004, Flights Hallmark had operating
profits of £118,293 on turnover of £4,777,180. For that year Flights Corporate
Transfers had an operating loss of £165,198 on a turnover of £428,194.

Principal terms of the Acquisitions

Under the terms of the Share Purchase Agreements, the Company has conditionally
agreed to acquire the entire issued share capital of each of Flights Hallmark,
Flights Corporate Transfers and FH Transport from the Vendor. The Vendor's
obligations under each of the Share Purchase Agreements are guaranteed by the
Proposed Director.

The initial aggregate consideration for the three companies in the Flights Group
will be satisfied by the issue of 46,666,667 Consideration Shares and by the
issue of £750,000 5 per cent. loan notes 2007 on Completion, which at the
Placing Price of 6.5 pence per Ordinary Share places a value of approximately
£3.78 million on the initial consideration. Further, up to 13,333,333 deferred
Consideration Shares will be issued conditionally on the attainment of a profit
related target for the Flights Group.

The Share Purchase Agreements contain certain warranties and indemnities
(subject to certain financial and other limitations) given by the Vendor (and
guaranteed by the Proposed Director) in relation to the Flights Group and its
business.

Each of the Share Purchase Agreements is inter-conditional and is also
conditional upon, amongst other things, the approval of the Shareholders, the
approval of the waiver under Rule 9 of the City Code and admission of the
Initial Consideration Shares to trading on AIM. However, as noted above, the
Acquisitions are not dependent upon the Placing being completed.


The Placing

Subject to it becoming unconditional, the Placing will raise approximately £1.19
million for the Company, before expenses. After the expenses of the Placing and
Admission, payable by the Company and estimated in total at £500,000 (including
VAT), the net proceeds of the Placing are expected to be £690,000.

The net proceeds of the Placing will be used to augment the Company's funds for
due diligence on further potential acquisition targets, to satisfy any cash
element of consideration payable by the Company for future acquisitions and to
supplement the future working capital requirements for the Enlarged Group,
although the proceeds of the Placing are not required for current working
capital purposes.

The Placing is conditional on, inter alia, the Placing Agreement becoming
unconditional (save for Admission) and not having been terminated in accordance
with its terms prior to Admission and on the Share Purchase Agreements becoming
unconditional in all respects (other than as regards any condition relating to
the admission of the Initial Consideration Shares to trading on AIM), and
Admission taking place on or before 30 August 2005 (or such later date as the
Company and Panmure Gordon may agree, but in any event no later than 16
September 2005).

John Gunn, the Non-executive Chairman of the Company, has agreed to subscribe
for 750,000 Placing Shares in the Placing. Wengen Pension Plan, a connected
party of john Gunn, has also agreed to subscribe for 750,000 Placing Shares in
the Placing.

The Placing Shares will rank in full for all dividends or other distributions
hereafter declared, made or paid on the Ordinary Share capital of the Company
and will rank pari passu in all other respects with all other Ordinary Shares in
issue on Admission.

Dealings in the Placing Shares on AIM are expected to commence on 30 August 2005
. In the case of placees requesting their Placing Shares in uncertificated form,
it is expected that the appropriate CREST accounts will be credited with the
Placing Shares comprising their placing participation with effect from 30 August
2005. In the case of placees requesting their Placing Shares in certificated
form it is expected that certificates in respect of such shares will be
despatched by post not later than 6 September 2005. Pending dispatch of
definitive share certificates or crediting of CREST accounts, Capita Registrars
will certify any instrument of transfer against the register.

Placing Statistics

Placing Price                                        6.5 pence

Number of existing Ordinary Shares                   107,000,000

Number of Placing Shares being placed                18,307,693

Number of Ordinary Shares being issued               46,666,667
as Initial Consideration Shares

Number of Ordinary Shares in issue
immediately following Admission                      171,974,360

Market capitalisation following the
Placing at the Placing Price                        approximately 
                                                    £11.18 million
Percentage of Enlarged Share
Capital subject to the Placing                        14.61%

Gross proceeds of the Placing                        £1.19 million

Net proceeds of the Placing to be
received by the Company                               £0.69 million

APPENDIX

IMPORTANT INFORMATION ON THE PLACING

'Acquisitions' the Flights Hallmark Acquisition, the Flights Corporate
               Transfers Acquisition and the FH Transport Acquisition or any of 
               them, as the context requires

'Act'          the Companies Act 1985, as amended

'Admission'    the admission of the Existing Ordinary Shares, the Initial
               Consideration Shares and the Placing Shares (if any) to trading 
               on AIM becoming effective in accordance with the AIM Rules

'Admission Document' the document to be provided in accordance with Rule 3 and
                     rule 14 of the AIM Rules in connection with, inter alia, 
                     Admission and incorporating a notice convening the EGM

'AIM'          the market of that name operated by the London Stock Exchange

'AIM Rules'    the rules for AIM companies and their nominated advisers published
               by the London Stock Exchange

'Board' or     the directors and proposed director of the
'Directors'    Company, whose names will be set out in the Admission Document

'Business Day' a day other than a Saturday or Sunday on which banks are
               ordinarily open for the transaction of normal banking business in 
               London

'City Code'    the City Code on Takeovers and Mergers

'Combined Code' the combined code on corporate governance published in July
                 2003 by the United Kingdom Financial Reporting Council

'Company' or    Rotala plc
'Rotala'

'Completion'    completion of the Acquisitions or any of them, as the context
                requires

'Consideration  the up to 60,000,000 Ordinary Shares to be
Shares'         issued as part consideration for the Acquisitions

'CPC'           Certificate of Professional Competence

'CPS'           Central Parking System of UK Limited, a company incorporated in 
                England and Wales, of which the Proposed Director is currently a 
                member of the senior management

'CREST'        the computerised settlement system to facilitate the transfer of 
               title of shares in uncertificated form operated by CRESTCo Limited

'Enlarged Group' together, the Company and its subsidiaries following
                 Completion

'Enlarged Share  the enlarged ordinary share capital of the
Capital'         Company at Completion but before any dilution as a result of the
                 exercise of any Options

'Existing Ordinary   the Ordinary Shares of the Company in issue as at
Shares'              the date of this announcement

'Extraordinary     the extraordinary general meeting of the 
General Meeting'   Company convened at Norton Rose, Kempson House,
or 'EGM'           Camomile Street at 11.00 a.m. on 26 August 2005, notice of 
                   which will be set out in the Admission Document

'FH Transport'   FH Transport Limited, a company incorporated in England and
                 Wales

'FH Transport     the proposed acquisition by the Company of the
Acquisition'      entire issued share capital of FH Transport pursuant to the FH 
                  Transport Share Purchase Agreement

'FH Transport Share    the conditional agreement dated 9 August 2005
Agreement'             between the Company(1) the Vendor (2) and the Proposed 
                       Director (3) relating to the FH Purchase Transport 
                       Acquisition

'Form of Proxy'   the form of proxy enclosed with this document for use by
                  Shareholders in connection with the EGM

'Flights Corporate   Flights Corporate Transfers Limited, a company
Transfers'           incorporated in England and Wales

'Flights Corporate   the proposed acquisition by the Company of the
Transfers            entire issued share capital of Flights
Acquisition'         Corporate Transfers pursuant to the Flights
                     Corporate Transfers Share Purchase Agreement

'Flights Corporate    the conditional agreement dated 9 August 2005
Transfers             between the Company
Share Purchase       (1) the Vendor (2) and the Proposed Director (3) relating to  
Agreement'            the Flights Corporate Transfers Acquisition

'Flights Group'      Flights Hallmark, Flights Corporate Transfers and FH Transport

'Flights Hallmark'   Flights Hallmark Limited, a company incorporated in England
                     and Wales

'Flights Hallmark    the proposed acquisition by the Company of the
Acquisition'         entire issued share capital of Flights Hallmark pursuant to 
                     the Flights Hallmark Share Purchase Agreement

'Flights Hallmark     the conditional agreement dated 9 August 2005 
Purchase              between the Company(1), the Vendor (2) and the Proposed
Share Agreement'      Director (3) relating to the Flights Hallmark Acquisition

'Flights Shares'      the entire issued share capitals of each of Flights Corporate
                      Transfers, Flights Hallmark and FH Transport

'Independent          John Gunn and Kim Taylor
Directors'

'Independent 
Shareholders'         those shareholders who are entitled to vote on Resolution 2 
                      pursuant to paragraph 2(d) of Appendix 1 to the City Code, 
                      and which excludes Nicholas Kennedy, a Director

'Initial Consideration   the 46,666,667 Ordinary Shares to be allotted 
Shares'                  and issued on Completion pursuant to the Share
                         Purchase Agreements

'London Stock Exchange'  London Stock Exchange plc

'New Board'            the Directors and the Proposed Director

'Official List'        the Official List of the UK Listing Authority

'Options'              options over Ordinary Shares granted under the Share Option 
                       Scheme
                       
'Ordinary Shares'      ordinary shares of 1p each in the capital of the Company

'Panel'                the Panel on Takeovers and Mergers

'Panmure Gordon'       Panmure Gordon (Broking) Limited (trading as Panmure Gordon 
                       & Co) whose registered office is at Moorgate Hall, 
                       155 Moorgate, London, EC2M 6XB, which is the Nominated 
                       Adviser and Broker to the Company

'Placing'              the proposed placing of 18,307,693 Ordinary Shares by Panmure 
                       Gordon at the Placing Price, as described in the Admission 
                       Document

'Placing Agreement'    the conditional agreement, dated 9 August 2005,
                       between the Company(1), Panmure Gordon (2) and the 
                       Directors and Proposed Director (3), in relation to the Placing

'Placing Price'        6.5p per Ordinary Share

'Placing Shares'       18,307,693 Ordinary Shares (if any) to be issued pursuant to
                       the Placing

'Proposals'            together, the Acquisitions, the Placing, the grant of options 
                       over 3,700,000 Ordinary Shares to the Proposed Director,
                       Admission and all related matters

'Proposed Director'    Stuart Lawrenson
and 'Spritto
Director'

'Prospectus Rules'     the rules made for the purposes of Part VI Financial Services 
                       and Markets Act 2000 in relation to offers of securities to
                       the public and admission of securities to trading on a regulated 
                       market, which are incorporated, in part in the AIM Rules

'PSV'                  Public Service Vehicle

'Regulations'          the Uncertificated Securities Regulations 2001 (SI 2001/3755)

'Resolutions'          the resolutions to be proposed to Shareholders at the EGM

'Reverse Takeover'     an acquisition by the Company which constitutes a reverse
                       takeover for the purposes of the AIM Rules

'Shareholders'         holders of issued Ordinary Shares

'Share Purchase        the Flights Hallmark Share Purchase Agreement,
 the Agreements'       Flights Corporate Transfers Share Purchase Agreement and 
                       the FH Transport Share Purchase Agreement or any of them as the
                       context requires

'Share Option Scheme'  the Rotala plc 2005 Share Option Scheme

'UK'                   the United Kingdom of Great Britain and Northern Ireland

'UK Listing Authority'  the Financial Services Authority acting in its
                        capacity as the competent authority for the purposes of 
                        Part VI of the Financial Services and Markets Act 2000

'Vendor'                Spritto Nominees Limited, a company incorporated in England and
                        Wales, which is 100 per cent. owned by the Proposed Director and 
                        whose registered office is at 55 Gower Street, London WC1E 6HQ

'Vendor Concert Party'   the Vendor and the Proposed Director

'Waiver'                 the conditional waiver granted by the Panel under Rule 9 of the 
                         City Code, as described in the Admission Document

2. Terms and Conditions of the Placing applicable to Placees

Members of the public are not eligible to take part in the Placing. The
announcement and the terms and conditions set  out herein are directed only at
either (i) 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 for the purposes of Article 19 of the Financial Services and 
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order');
(ii) persons who are certified high net  worth individuals for the purpose of
Article 48 of the Order; (iii) high net worth companies, unincorporated 
associations etc for the purposes of Article 49 of the Order; or (iv) persons
who are sophisticated investors for the  purpose of Article 50 of the Order (in
each case 'Relevant Persons'). The announcement 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 the terms and
conditions set out herein relates is available only to Relevant Persons and will
be  engaged in only with Relevant Persons. Neither the announcement nor the
terms and conditions set out herein constitute  a public offer for sale or
subscription of any securities in the Company.

Terms of the Placing

Application has been made to the Exchange for the Placing Shares and all
existing Ordinary Shares to be admitted to  trading on AIM and it is expected
that such trading will commence on 30 August 2005 ('Re-Admission'). The Placing 
Shares will, upon issue, be credited as fully paid and will rank in full for all
dividends and other distributions  declared, made or paid on or after Admission
and otherwise pari passu in all respects with the existing Ordinary Shares.

The Placing and the Placees' participation in it will be conditional on the
Placing Agreement becoming unconditional in  all respects and not having been
terminated in accordance with its terms. The Placing Agreement is conditional
upon,  inter alia, Admission occurring by not later than 8.30 a.m. on 30 August
2005 (or such later time and/or date as the  Company and Panmure Gordon may
agree but not later than 8.30 a.m. on 16 September 2005).

Panmure Gordon may in its absolute discretion agree with the Company to extend
or waive the time for the satisfaction  of certain of the conditions of the
Placing Agreement (provided that such time may not be extended beyond 8.30 a.m.
on  16 September 2005). In the event that any such extension is agreed, Panmure
Gordon will inform the Placees at the  earliest opportunity and all subsequent
dates mentioned in this announcement will be adjusted appropriately.

By participating in the Placing, Placees will accept the terms and conditions
set out herein which will constitute a  binding irrevocable commitment by a
Placee, subject to the conditions set out below, to subscribe or purchase and
pay  for the relevant number of Placing Shares, which is not capable of
termination or rescission by the Placee in any  circumstances except fraud. All
such obligations are entered into by the Placee with Panmure Gordon in its
capacity as  agent for the Company and are therefore directly enforceable by the
Company.

Termination

Panmure Gordon has the right, inter alia, to terminate the Placing Agreement
(acting reasonably and in its absolute  discretion) if prior to Admission: (i)
any of the warranties contained in the Placing Agreement have been breached in 
any material respect; or (ii) any statement contained in the AIM Admission
Document has been discovered to be untrue,  incorrect or misleading in any
material respect.

By participating in the Placing and so accepting the obligations set out in the
terms and conditions herein the Placee  agrees that any exercise by Panmure
Gordon of any right to terminate the Placing Agreement or to waive or extend any
condition in the Placing Agreement shall be within Panmure Gordon's absolute
discretion and that Panmure Gordon shall  have no liability to the Placee
whatsoever in connection with any decision to exercise or not to exercise any
such  right. If the Placing Agreement does not become unconditional or is
terminated in accordance with its terms prior to  Admission, the Placing will
not proceed and the Placee's rights and obligations will cease and no claims
will be  capable of being made by the Placee in respect of the Placing and any
payments made by the Placee will be returned as  soon as possible thereafter
without interest.

Settlement

Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system against  Panmure Gordon's CREST account number
83801.

Panmure Gordon will endeavour to meet the demands of those Placees indicating
that they wish to hold their Placing  Shares in uncertificated form.

Overseas shareholders

No steps have been taken to enable any of the Placing Shares to be acquired by
Placees outside the United Kingdom. By  participating in the Placing and so
accepting any offer incorporating the terms and conditions herein, the Placee 
represents and warrants that it is entitled to acquire the Placing Shares under
the laws and regulatory requirements of  all relevant jurisdictions which apply
to it, and that it has fully observed such laws and requirements and obtained 
all governmental and other consents which may be required thereunder and
complied with all necessary formalities and  (save as set out below) will pay
any issue or other taxes due thereunder and that it has not taken any action
which  will or may result in the Company or Panmure Gordon acting in breach of
any regulatory or legal requirements of any  territory in connection with the
Placing or the Placee's acceptance of the terms and conditions herein.

The Placing Shares have not been and will not be registered under the Securities
Act under the securities law of any  state of the United States nor have they
been qualified for sale under the securities legislation of any province or 
territory of Canada and the relevant exemptions are not being obtained from the
securities commission of any province  of Canada and accordingly, the Placing
Shares may not be offered, sold, taken up, delivered or transferred (directly or
indirectly) and will not qualify for sale within the United States or Canada or
to, or for the account or benefit of,  any person or corporation in (or with a
registered address in) the United States or Canada.

The Placing Shares will not be lodged or registered with the Australian
Securities and Investments Commission under  Australia's Corporations Law and
are not being offered for subscription or sale and may not be directly or
indirectly  offered, sold or delivered in or into Australia or for the account
or benefit of any person or corporation in (or with  a registered address in)
Australia.

No document in relation to the Placing Shares has been or will be lodged for
registration with the Registrar of  Companies in the Republic of Ireland and the
Placing Shares will not be offered, sold or delivered, directly or  indirectly
in the Republic of Ireland. All subscribers for Placing Shares must provide
addresses outside the Republic  of Ireland for the receipt of certificates for
Placing Shares.

The relevant clearances have not been, and will not be, obtained from the
Ministry of Finance of Japan and no document  in relation to the Placing has
been or will be lodged with or registered by the Ministry of Finance of Japan.
The  Placing Shares may not therefore be offered or sold, directly or
indirectly, in or into Japan, its territories and  possessions and any areas
subject to its jurisdiction.

Tax

The Placing Shares will be acquired by the Placee free of all expenses and free
of all stamp duty and stamp duty  reserve tax ('SDRT') unless stamp duty or SDRT
is chargeable on the issue of Placing Shares to the Placee under any of 
sections 67 and 93 (Depository Receipts) or sections 70 or 96 (Clearance
Services) of the Finance Act 1986. In summary,  these sections will apply if the
Placee's business is or includes issuing depository receipts or the provision of
clearance services or acting as agent or nominee for a person whose business is
or includes issuing depository receipts  or the provision of clearance services.
By accepting the terms and conditions herein the Placee confirms and warrants 
to Panmure Gordon (for itself and as an agent for the Company) that these
sections will not apply to the placing of  Placing Shares by it. If the Placee
is not able to confirm or warrant that the above sections apply or if any such 
stamp duty or SDRT is payable, it will be entirely for the Placee's account and
neither the Company nor Panmure Gordon  will have any liability in respect
thereof.

General

This announcement is the sole responsibility of the Company. Panmure Gordon is
acting as nominated adviser, broker and  financial adviser to the Company in
relation to the Placing. Panmure Gordon will not be responsible to any person
other  than the Company for providing the protections afforded to the customers
of Panmure Gordon (under the rules of the  Financial Services Authority) nor for
advising any person other than the Company on the transactions and arrangements 
referred to in the AIM Admission Document and the press announcement.

By participating in the Placing, each Placee irrevocably represents, warrants
and undertakes to Panmure Gordon (for  itself and as agent of the Company) that:

a)    it and/or each person on whose behalf it is participating (in whole or in
part) in the Placing or to whom it  allocates its Placing Shares in whole or in
part:

      (i)            has the capacity and authority and is
entitled to enter into and perform its  obligations as a subscriber of Placing
Shares and will honour such obligations; and

      (ii)            has fully observed all laws of relevant jurisdictions and 
obtained all necessary  governmental or other consents in either case which may 
be required in relation to the subscription by it of Placing  Shares;

b)    it is not a person who is resident in, or a citizen of, the United States,
Canada, Australia, the Republic of  Ireland or Japan (or an agent or nominee of
such a person) or a corporation, partnership or other entity organised  under
the laws of any such jurisdiction (or an agent or nominee of such a person);

c)    it is a Relevant Person;

d)    in agreeing to subscribe for Placing Shares it has received and read the
AIM Admission Document and has not  relied on and is not relying on any
information, representation or warranty relating to the Placing, Placing Shares
or  the Company other than as contained in the AIM Admission Document and the
Terms and Conditions set out in paragraph 2  to the Appendix to this
announcement;

e)    in accepting its Placing Commitment it is acting as principal and for no
other person and that its acceptance of  that participation will not give any
other person a contractual right to require the issue by the Company of any of
the  Placing Shares;

f)    it irrevocably confirms Panmure Gordon's discretion with regard to the
Placing Agreement and agrees that Panmure  Gordon does not owe it any duties in
respect of any claim it may have relating to the Placing;

g)    it acknowledges and agrees that the Placing Shares have not been and will
not be registered under the Securities  Act or under the securities laws of any
State of the United States, that the relevant clearances have not been and will 
not be obtained from the Securities Commission of any province of Canada and
that the Placing Shares have not been and  will not be registered under the
securities laws of Australia, the Republic of Ireland or Japan and, therefore,
the  Placing Shares may not be, subject to certain exceptions, directly or
indirectly, offered or sold in the United States,  Canada, Australia, the
Republic of Ireland or Japan;

h)    it acknowledges and agrees that neither it nor any affiliate, nor any
person acting on its or any affiliate's  behalf, has or will offer, sell, take
up, renounce, transfer or deliver directly or indirectly any Placing Shares 
within the United States, Canada, Australia, the Republic of Ireland or Japan or
offer, sell, take up, renounce,  transfer or deliver in favour of a resident of
Canada, Australia, the Republic of Ireland or Japan;

i)    it has not offered or sold and will not offer or sell any Placing Shares
in the United Kingdom except to persons  whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (either as principal
or agent) for the purposes of their business or otherwise in circumstances which
have not resulted and will not result  in offers to the public in the United
Kingdom within the meaning of the Public Offer of Securities Regulations 1995;

j)    it acknowledges that it has complied with all relevant laws of all
territories, or obtained all requisite  governmental or other consents which may
be required in connection with its participation in the Placing; that it has 
complied with all requisite formalities and that it has not taken any action or
omitted to take any action which will  or may result in Panmure Gordon, or the
Company or any of its directors, officers, agents, employees or advisors acting 
in breach of the legal and regulatory requirements of any territory in
connection with the Placing or its application  and that it is not in a
territory in which it is unlawful to make an offer to subscribe for Placing
Shares;

k)    it acknowledges and agrees in connection with its participation in the
Placing that Panmure Gordon is not acting  for it in relation to the Placing or
otherwise and that Panmure Gordon will not have any duties or responsibilities
to  it for providing the protections afforded to its customers or for advising
it with regard to the Placing or the Placing  Shares;

l)    it irrevocably appoints any director of Panmure Gordon as its agent for
the purpose of executing and delivering  to the Company and/or its registrars
any documents on its behalf necessary to enable it to be registered as the
holder  of any of the Placing Shares;

m)    it confirms that it has obtained all necessary consents and authorities to
enable it to give its commitment to  subscribe for or purchase Placing Shares
and to perform its obligations as set out herein;

n)    it is not a person falling within subsections (6), (7) or (8) of sections
67 or 70 or subsections (2) and (3) of  section 93 or subsection (1) of section
96 of the Finance Act 1986 (or an agent or nominee of such person);

o)    the issue of Placing Shares to it (whether as principal, agent or nominee)
will not be subject to stamp duty or  SDRT at the increased rates referred to in
sections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance 
Services) of the Finance Act 1986; and

p)    the Placing Shares will be issued subject to the terms and conditions set
out herein.

A Placee will participate in the Placing by taking a Placing Commitment.

These terms and conditions and all announcements, documents and agreements into
which these terms and conditions are  incorporated by reference or otherwise
validly form a part will be governed by and construed in accordance with English
law.




                      This information is provided by RNS
            The company news service from the London Stock Exchange