Placing Announcement

Senior PLC
30 January 2006


Senior plc ('Senior' or the 'Company')

30 January 2006

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
                THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN.
                                        
 THIS IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES, AUSTRALIA,
                                CANADA, OR JAPAN.

            PROPOSED PLACING OF up to 15,000,000 NEW ORDINARY SHARES

The Board has today announced that Senior has acquired Sterling Machine Co., Inc
('Sterling'), a manufacturer of precision machined parts for the aerospace
industry, based in Enfield, Connecticut, USA for a cash consideration, including
assumed net debt, of $37.6m (£21.1m(1)) of which $2.1m (£1.2m(1)) related to the
purchase of property.

Sterling is a manufacturer of precision metallic parts for the aerospace
industry using state-of-the-art production and process control systems to
machine steel, aluminium, magnesium and titanium parts from bar stock, forgings
and castings. The company is a pre-eminent manufacturer of transmission and
rotor-head helicopter components for military platforms, principally to its
largest customer, the Sikorsky Aircraft Corporation ('Sikorsky').

In order to help fund the acquisition, which was completed on 27 January 2006,
Senior announces that it is today placing up to 15,000,000 new ordinary shares
of 10 pence per share ('Placing Shares'), representing approximately five per
cent. of Senior's existing issued share capital with institutional investors
(the 'Placing'). The Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the existing ordinary shares,
including the right to receive any future dividends and other distributions
(including any final dividend declared in respect of the year ended 31 December
2005).

The Placing will be the subject of an accelerated bookbuild. The Placing is not
underwritten.

Further details of the Placing are set out below.

(1) The exchange rate used for the above £ sterling equivalents is $1.78 : £1
being the rate prevailing at the close of business on 26 January 2006.

Current trading

Senior issued a pre-close trading statement on 19 December 2005 when it reported
that the group's profit before tax before goodwill impairment and profit / loss
on sale of operations and fixed assets for year ended 31 December 2005 was
expected to be ahead of that reported for 2004.

Senior's trading remains in line with the pre-close statement of 19 December
2005.

Senior will announce its preliminary results for the year ended 31 December 2005
on 2 March 2006.

The Placing

The books will open with immediate effect. The books are expected to close
today, 30 January 2006 and pricing and allocations are expected to be announced
by 6.00 p.m. today, 30 January 2006. The timing of the closing of the books,
pricing and allocations may be accelerated at the absolute discretion of Hoare
Govett Limited ('Hoare Govett'). The Placing price in respect of the Placing
Shares (the 'Placing Price') will be determined by Hoare Govett, after
consultation with the Company, at the close of the bookbuild. Details of the
Placing Price will be announced by the Company as soon as practicable after the
close of the bookbuild.

The Placing Shares will be issued credited as fully paid. The Placing Shares
will rank equally in all respects with the existing ordinary shares of Senior,
including the right to receive all future dividends and other distributions
(including any final dividend declared in respect of the year ended 31 December
2005). The Placing is conditional on, inter alia, the admission of the Placing
Shares to the Official List of the Financial Services Authority and to the
London Stock Exchange's market for listed securities ('Admission') becoming
effective no later than 8.00 a.m. on 2 February 2006. Application will be made
for Admission. It is expected that Admission will become effective and dealings
in the Placing Shares will commence on 2 February 2006.

In the event that the Placing is unsuccessful, the group will have sufficient
resources for its continuing business.

Attention is drawn to the detailed terms and conditions of the Placing described
in the Appendix to this announcement.

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.

Hoare Govett, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for Senior and for no one else in connection
with the Placing and will not be responsible to anyone other than Senior for
providing the protections afforded to the customers of Hoare Govett or for
providing advice in relation to the Placing or any transaction or arrangement
referred to herein. Hoare Govett can be contacted at 250 Bishopsgate, London
EC2M 4AA.

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

The information contained in this announcement is not for release, publication
or distribution, directly or indirectly, to persons in the United States. This
announcement is not an offer of securities for sale into the United States. The
Placing Shares have not been and will not be registered under the US Securities
Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold,
directly or indirectly, in the United States absent registration or an exemption
from registration. There will be no public offering of securities in the United
States. The Placing Shares have not been and will not be registered with any
regulatory authority of any state within the United States.

Placing contact at Hoare Govett     [phone]

Corporate Broking
Antonia Rowan
Luke Simpson

Syndication
John MacGowan




                 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 OR JAPAN

IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY

Eligible Participants in the Bookbuild

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
AND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 ('FSMA'), BEING PERSONS FALLING WITHIN THE MEANING
OF ARTICLE 2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC (THE 'PROSPECTUS
DIRECTIVE') AND (2) 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
'RELEVANT PERSONS'). THIS 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 THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO
DO SO. THIS ANNOUNCEMENT AND THIS APPENDIX DOES NOT CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN SENIOR PLC (THE 'COMPANY'). THE NEW
ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING ('THE PLACING SHARES') HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS
AMENDED (THE '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 SECURITIES ACT AND THE SECURITIES LAWS OF ANY APPLICABLE
STATE ABSENT REGISTRATION.

Persons who are invited to and who choose to participate in the Placing
('Placees') by making an oral offer to subscribe for Placing Shares, will be
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:

1.    is a Relevant 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

2.    is outside the United States and is acquiring the Placing
      Shares in an 'offshore transaction' (within the meaning of Regulation S under
      the 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 of 10 pence
each in the capital of the Company ('Ordinary Shares') in the United States,
Canada, Japan or Australia 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, Japan
or Australia 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 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 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 Securities Act.

The distribution of this Announcement and the Placing and/or issue of Ordinary
Shares in certain other jurisdictions may be restricted by law. No action has
been taken by the Company or Hoare Govett 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 Hoare Govett to inform
themselves about and to observe any such restrictions.

Details of the Placing Agreement and the Placing Shares

Hoare Govett has today entered into a Placing agreement (the 'Placing
Agreement') with the Company whereby Hoare Govett 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 the Company to procure Placees for the Placing
Shares. The Placing is not underwritten.

The Placing Shares will when issued be credited as fully paid. The Placing
Shares will rank pari passu in all respects with the existing issued Ordinary
Shares, including the right to receive all future dividends and other
distributions declared in respect of such Ordinary Shares (including any final
dividend declared in respect of the year ended 31 December 2005).

Application for listing and admission to trading

Application will be made to the UK Listing Authority (the 'UKLA') for admission
of the Placing Shares to the Official List of the UKLA (the 'Official List') and
to London Stock Exchange plc (the 'London Stock Exchange') for admission to
trading of the Placing Shares on the London Stock Exchange's market for listed
securities (together 'Admission'). It is expected that Admission will take place
at 8.00 a.m. on 2 February 2006 and that dealings in the Placing Shares will
commence at that time.

Bookbuild

Commencing today, Hoare Govett is conducting an accelerated bookbuild (the
'Bookbuild') to determine demand for participation in the Placing. This Appendix
gives details of the terms and conditions of, and the mechanics of participation
in, the Placing. No commissions will be paid to Placees or by Placees in respect
of their agreement to subscribe for any Placing Shares.

Hoare Govett will be entitled to effect the Placing by such alternative method
to the Bookbuild as it may, in its sole discretion, determine. To the fullest
extent permissible by law, neither Hoare Govett nor any holding company thereof,
nor any subsidiary, branch or affiliate of Hoare Govett or any such holding
company (each an 'Affiliate') shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In particular,
neither Hoare Govett nor any Affiliate thereof shall have any liability in
respect of its conduct of the Bookbuild or of such alternative method of
effecting the Placing as Hoare Govett may determine.

Participation in, and principal terms of, the Bookbuild

By participating in the Bookbuild and the Placing, Placees will be deemed to
have read and understood this Announcement in its entirety and to be
participating and making an offer for Placing Shares on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix. A further
announcement will be made following the close of the Bookbuild detailing the
Placing Price (as defined below) (the 'Pricing Announcement').

Hoare Govett (whether through itself or its Affiliates) is arranging the Placing
as an agent of the Company.

Hoare Govett and its Affiliates are entitled to participate as principal in the
Bookbuild.

The Bookbuild will establish a single price (the 'Placing Price') payable to
Hoare Govett by all Placees. The discount to the market price of the Ordinary
Shares will be determined by Hoare Govett following consultation with the
Company but will not be less than that permitted by the Listing Rules of the
Financial Services Authority published pursuant to part IV of the FSMA.

The Bookbuild is expected to close no later than 6.00 p.m. London time today, 30
January 2006, but may be closed earlier at the sole discretion of Hoare Govett.
Hoare Govett may, at its sole discretion, accept bids that are received after
the Bookbuild has closed.

A bid in the Bookbuild will be made on the terms and conditions in this Appendix
and will not be capable of variation or revocation after the close of the
Bookbuild.

A person who wishes to participate in the Bookbuild should communicate its bid
by telephone to its usual sales contact at ABN AMRO Bank N.V. (London branch) or
John MacGowan at Hoare Govett on [phone]. If successful, an allocation
will be confirmed orally to such person following the close of the Bookbuild,
and a conditional contract note will be dispatched as soon as possible
thereafter. Hoare Govett's oral confirmation will constitute a legally binding
commitment upon such person (who will at that point become a Placee) to
subscribe for the number of Placing Shares allocated to that Placee at the
Placing Price set out in the Pricing Announcement and otherwise on the terms and
conditions set out in this Appendix and in accordance with the Company's
memorandum and articles of association.

Each Placee's obligations will be owed to the Company and to Hoare Govett. Each
Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to Hoare Govett, 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 Hoare Govett under the Placing Agreement are conditional, inter
alia, on:

(a) the Pricing Announcement being published through a Regulatory Information
    Service by not later than 6.00 p.m. today, 30 January 2006; and

(b) Admission taking place not later than 8.00 a.m. on 2 February 2006.

If (a) any of the conditions contained in the Placing Agreement is not fulfilled
or waived by Hoare Govett by the respective time or date where specified (or
such later time or date as Hoare Govett and the Company may agree but not later
than 8.00 a.m. on 6 February 2006), (b) any such condition becomes incapable of
being fulfilled and Hoare Govett 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) in respect thereof.

By participating in the Bookbuild, 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.

Hoare Govett may, waive or, with the consent of the Company, 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 6 February 2006 and save that
Hoare Govett 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 Hoare Govett nor the Company shall have any liability to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision either 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

Hoare Govett 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 circumstances of
force majeure or material adverse changes in the financial markets, as more
particularly described in the Placing Agreement.

If the obligations of Hoare Govett under the Placing Agreement are terminated in
accordance with its terms, the rights and obligations of each Placee 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 Hoare Govett that the
exercise by Hoare Govett of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of Hoare Govett
and that Hoare Govett need not make any reference to any such Placee and that
Hoare Govett 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 has been or will be submitted to be approved by the UKLA in
relation to the Placing and Placees' commitments will be made solely on the
basis of the information contained in this Announcement and the announcement
made by the Company earlier today in connection with the proposed acquisition of
Sterling Machine Co., Inc. ('Sterling'). 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 Hoare Govett or the Company and neither the Company nor Hoare
Govett 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 Company in accepting a
participation in the Placing. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB0007958233) following
Admission will take place within the CREST system, subject to certain
exceptions. Hoare Govett 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 Hoare Govett and settlement
instructions. ABN AMRO Bank N.V. is acting as Hoare Govett's settlement agent
and Placees should settle against CREST ID: 521. It is expected that such trade
confirmation will be despatched today, 30 January 2006 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 Hoare Govett.

It is expected that settlement will be on 2 February 2006 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 Hoare Govett.

Each Placee is deemed to agree that if it does not comply with these
obligations, Hoare Govett may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for Hoare
Govett'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 Bookbuild each Placee (and any person acting on such
Placee's behalf):

1.    represents and warrants that it has read this Announcement
      in its entirety;

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

3.    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;

4.    acknowledges that the Ordinary Shares are listed on the
      Official List, and the Company is therefore required to publish certain business
      and financial information in accordance with the rules and practices of the
      Financial Services Authority, which includes a description of the nature of the
      company'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 Hoare Govett nor any of its
      Affiliates nor any person acting on behalf of Hoare Govett or its Affiliates has
      provided, and will not provide it with any material regarding the Placing Shares
      or the Company other than this Announcement; nor has it requested Hoare Govett,
      any of its Affiliates or any person acting on behalf of Hoare Govett or any of
      its Affiliates to provide it with any such information;

6.    acknowledges that the content of this Announcement is
      exclusively the responsibility of the Company and that neither Hoare Govett, nor
      any of its Affiliates nor any person acting on behalf of Hoare Govett 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 (including, without limitation, the
      announcement made by the Company earlier today in connection with the proposed
      acquisition of Sterling 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 Company in connection with its decision to subscribe for
      the Placing Shares and acknowledges that it is not relying on any investigation
      that Hoare Govett, any of its Affiliates or any person acting on behalf of Hoare
      Govett or its Affiliates may have conducted with respect to the Placing Shares
      or the Company 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 Company contained in any research reports prepared by Hoare
      Govett, any of its Affiliates or any person acting on behalf of Hoare Govett or
      its Affiliates and understands that neither Hoare Govett, nor any of its
      Affiliates nor any person acting on behalf of Hoare Govett 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 Australia,
      Canada or Japan;

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

12.   represents and warrants that it is not a resident of or
      located in the United States and is purchasing the Placing Shares in an
      'offshore transaction' in accordance with Regulation S under the Securities Act;

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 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 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 Financial
      Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, 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 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 Hoare Govett 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 Hoare Govett, nor any of its
      Affiliates nor any person acting on behalf of Hoare Govett 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 Hoare Govett'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 Hoare Govett 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 Hoare Govett in respect of the same on the basis that the Placing
      Shares will be credited to the CREST stock account of ABN AMRO Bank N.V. (London
      branch) (CREST ID: 521) 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 Hoare Govett 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 Hoare Govett 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;

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

30.   agrees to indemnify and hold the Company and Hoare Govett
      harmless from any and all costs, claims, liabilities and expenses (including
      legal fees and expenses) arising out of or in connection with any breach of the
      representations, warranties, acknowledgements, agreements and undertakings in
      this Appendix and further agrees that the provisions of this Appendix shall
      survive after completion of the Placing.

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 Hoare Govett 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 Hoare Govett in the event that any of the Company and/
or Hoare Govett 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. Hoare
Govett 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.

Hoare Govett, which is authorised and 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 Hoare Govett
or for providing advice in relation to the Placing.

When a Placee or person acting on behalf of the Placee is dealing with Hoare
Govett, any money held in an account with Hoare Govett 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 Financial Services
Authority 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 Hoare Govett's money in
accordance with the client money rules and will be used by Hoare Govett in the
course of its own business; and the Placee will rank only as a general creditor
of Hoare Govett.

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

The information contained in this Announcement is not for release, publication
or distribution, directly or indirectly, to persons in the United States. This
Announcement is not an offer of securities for sale into the United States. The
Placing Shares have not been and will not be registered under the Securities Act
and may not be offered or sold, directly or indirectly, in the United States
absent registration or an exemption from registration. There will be no public
offering of securities in the United States. The Placing Shares have not been
and will not be registered with any regulatory authority of any state within the
United States.



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