Drax Group Plc DRX Share Placing

  Drax Group Plc (DRX) - Share Placing

RNS Number : 5033P
Drax Group PLC
25 October 2012




25 October 2012

This announcement  (including  the  appendix) and  the  information  contained 
herein IS RESTRICTED AND IS NOT  FOR RELEASE, PUBLICATION OR DISTRIBUTION,  IN 
WHOLE OR  IN PART,  DIRECTLY OR  INDIRECTLY,  IN OR  INTO THE  UNITED  STATES, 
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is for information purposes only and shall not constitute an
offer to sell or issue or the  solicitation of an offer to buy, subscribe  for 
or otherwise  acquire  any  new ordinary  shares  of  Drax Group  plc  in  any 
jurisdiction in which any such offer or solicitation would be unlawful.

                                DRAX GROUP PLC

                          ("Drax" or the "Company")

                                  Symbol:DRX

PROPOSED PLACING OF UP TO 9.99 PER CENT. OF EXISTING ISSUED ORDINARY SHARE
CAPITAL

Drax today announces the placing of up to 36,474,627 new ordinary shares of 11
^16/[29] pence each in the Company  (the "Placing Shares") representing up  to 
approximately 9.99 per cent. of  the Company's existing issued ordinary  share 
capital (the "Placing"). The Placing is being conducted through an accelerated
book-building process  which  will  be  launched  immediately  following  this 
announcement.

The proposed Placing is expected to  raise approximately £180 million and  the 
proceeds will be used to support the funding required to transform Drax into a
predominantly biomass-fuelled electricity generator.

Drax has  also  brought forward  to  today its  Interim  Management  Statement 
previously scheduled for 13 November 2012.

Background to and reasons for the Placing

The path  is  now clear  for  transformation of  Drax  from the  largest  coal 
generator in the UK into one of the largest renewable power plants in Europe.

Drax has a high level of confidence in its ability to convert generating units
to biomass  at  attractive rates  of  efficiency  and output,  to  secure  the 
necessary  sustainable  biomass  supplies   and  to  conclude  the   financing 
arrangements for the conversion of three units. There is also good  Government 
support for this transformation.

Investment costs for biomass conversion are much lower than for other forms of
renewable energy. As the biomass share  of Drax's output grows, we expect  the 
transformation  to   deliver   attractive  returns   for   investors   through 
significantly higher margins compared  to a coal only  business. It will  also 
provide the UK consumer with  reliable, flexible and cost effective  renewable 
electricity.

The proposed  Placing is  an integral  part of  the funding  required for  the 
previously announced £650 million to £700 million capital investment  required 
for the biomass  transformation and to  secure the long  term future for  this 
important UK asset.

Drax is  well advanced  with the  other  components of  its funding  work.  In 
addition to the  £100 million amortising  term loan facility  agreed with  the 
Prudential / M&G UK Companies Financing Fund in July 2012, Drax is in advanced
negotiations to  secure  further new  debt  facilities of  approximately  £100 
million. Drax will  also shortly  launch a  refinancing of  its existing  £310 
million revolving credit facility to  increase its size to approximately  £400 
million and extend the maturity to April 2016.

Following successful completion  of the  refinancing and of  the proposed  new 
debt facilities, Drax's senior  secured debt could  be rated below  investment 
grade. Over  the last  three years  Drax has  taken steps  to restructure  its 
business and trading arrangements in order  to deliver a business model  which 
can trade successfully as either an  investment grade or sub investment  grade 
entity.

Dorothy Thompson, Chief Executive of Drax said:

"This is a hugely exciting time for Drax and our shareholders. We now have the
mandate,  means  and  expertise  to  become  a  large  renewable   electricity 
generator. We will do this by transforming  the largest coal plant in the  UK 
into a power plant fuelled predominantly with sustainable biomass. The Placing
is one of the key building blocks in this transformation.

"The benefits are multiple -  securing jobs at Drax and  across the UK in  the 
supply chain,  providing  reliable  cost effective  renewable  power  for  the 
consumer in line with Government's policy  and with our confident belief  that 
this  will  deliver   attractive  returns  for   our  shareholders  when   the 
transformation is complete.

"We are pleased that Invesco Asset Management Limited and Schroder  Investment 
Management Limited, as  well as  a number  of other  large shareholders,  have 
indicated that they will take up full pro rata allocations in the Placing, and
we thank them for their support."

Details of the Placing

Deutsche Bank AG, London Branch ("Deutsche Bank") and UBS Limited ("UBS")  are 
acting as  joint lead  managers and  joint bookrunners  (the "Bookrunners"  or 
"Managers") in connection with the Placing.

The Placing is subject  to the terms  and conditions set  out in the  Appendix 
(which forms part  of this  announcement, such announcement  and the  Appendix 
together being  the "Announcement").  The Bookrunners  will today  commence  a 
bookbuilding process in respect of  the Placing (the "Bookbuilding  Process"). 
The price per ordinary share at which the Placing Shares are to be placed (the
"Placing Price") will be  decided at the close  of the Bookbuilding  Process. 
The book  will open  with immediate  effect following  this Announcement.  The 
timing of  the  closing  of the  book,  pricing  and allocations  are  at  the 
discretion of the Bookrunners  and the Company. Details  of the Placing  Price 
and the number  of Placing  Shares will be  announced as  soon as  practicable 
after the close of the Bookbuilding Process.

The Placing Shares, when issued, will be  fully paid and will rank pari  passu 
in all respects with  the existing ordinary shares  of the Company,  including 
the right to receive all dividends  and other distributions declared, made  or 
paid after the date of issue. If  all the Placing Shares are placed, it  would 
represent an increase of  approximately 9.99 per cent.  of the current  issued 
ordinary share capital of the Company.

Application will be made for the Placing Shares to be admitted to the  premium 
listing segment of the  Official List (the "Official  List") of the  Financial 
Services Authority  (the "FSA")  and to  be admitted  to trading  on the  main 
market for listed  securities of the  London Stock Exchange  plc (the  "London 
Stock Exchange") (together,  "Admission"). Settlement for  the Placing  Shares 
and Admission is expected to take place  on or before 8.00 a.m. on 30  October 
2012. The Placing is conditional, among other things, upon Admission  becoming 
effective. The Placing is also conditional upon the placing agreement between
the  Company  and  the  Bookrunners   (the  "Placing  Agreement")  not   being 
terminated.  The  Appendix  sets  out  further  information  relating  to  the 
Bookbuilding Process and the terms and conditions of the Placing.

This Announcement should be read in  its entirety. In particular, you  should 
read and  understand  the  information provided  in  the  "Important  notices" 
section of this Announcement.

Management Conference Call

Management will host a conference call regarding the Placing for analysts  and 
investors at 8.15 a.m. (UK time) today, Thursday 25 October 2012. A  recording 
of the call  will be  made available afterwards.  Access details  are set  out 
below.

Event Title               Drax Group plc: Conference Call
Event Date                Thursday 25 October 2012
Event Time                8.15 a.m.
UK Toll Number            0203 140 0722
UK Toll-free Number       0800 368 1916
Instant Replay
Playback Number           020 3140 0698
Playback Toll-free Number 0800 368 1890
Passcode                  387779#

Please note  that participation  in  the conference  call  and access  to  the 
recording of the call will be subject to exclusions for analysts and investors
located in certain restricted jurisdictions.



For further information, please contact:

Drax Group plc
Chief Executive: Dorothy Thompson
Finance Director: Tony Quinlan
+44 (0) 1757 618 381

Investor Relations: Michael Scott
+44 (0) 1757 612 230

Media: Melanie Wedgbury
+44 (0) 1757 612 438

Deutsche Bank
James Agnew
+44 (0) 207 547 6860

UBS
Hew Glyn Davies
+44 (0) 207 568 2431

Brunswick
Michael Harrison
+44 (0) 207 404 5959

Website: www.draxgroup.plc.uk

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                              Important NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. All offers
of the Placing Shares  will be made pursuant  to an exemption under  Directive 
2003/71/EC (and amendments thereto, including Directive 2010/73/EU (the  "2010 
PD Amending Directive"), to the extent implemented, and including any relevant
implementing measure, in the  relevant member state  of the European  Economic 
Area ("EEA")) (the "Prospectus directive"), from the requirement to produce  a 
prospectus for offers of  the Placing Shares. THIS  ANNOUCEMENT AND THE  TERMS 
AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES  ONLY 
AND ARE DIRECTED ONLY AT PERSONS WHO  ARE: (A) Persons in an EEA member  state 
which has implemented  the Prospectus Directive  (a "Relevant Member  State"), 
under the following exemptions under the  Prospectus Directive, if and to  the 
extent they have been  implemented in that Relevant  Member State: (i) to  any 
legal entity which  is a  "qualified investor"  as defined  in the  Prospectus 
Directive; (ii)  to  fewer than  100  or, if  the  Relevant Member  State  has 
implemented the relevant  provision of  the 2010 PD  Amending Directive,  150, 
natural or legal  persons (other than  qualified investors as  defined in  the 
Prospectus Directive), as permitted under  the Prospectus Directive; or  (iii) 
in any other circumstances which do not require the publication by the Company
of a prospectus pursuant  to Article 3 of  the Prospectus Directive,  provided 
that no  such offer  to  the public  shall result  in  a requirement  for  the 
publication by the Company or the ManagerS of a prospectus pursuant to Article
3 of the  Prospectus Directive;  AND (B)  (I) INVESTMENT  PROFESSIONALS 
FALLING WITHIN ARTICLE 19(5)  OF THE FINANCIAL SERVICES  AND MARKETS ACT  2000 
(FINANCIAL PROMOTION)  ORDER  2005, (THE  "ORDER");  OR (II)  HIGH  NET  WORTH 
COMPANIES,  UNINCORPORATED  ASSOCIATIONS  AND  OTHER  PERSONS  FALLING  WITHIN 
ARTICLE 49(2)(A) TO (D) OF THE ORDER (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 ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED  IN ONLY WITH RELEVANT PERSONS.  PERSONS 
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. EACH  PLACEE SHOULD  CONSULT WITH  ITS  OWN ADVISORS  AS TO  LEGAL,  TAX, 
BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.

The distribution of this Announcement  and the offering, placing and/or  issue 
of the Placing Shares  in certain jurisdictions may  be restricted by law.  No 
action has  been  taken  by the  Company,  the  Bookrunners or  any  of  their 
respective affiliates that  would permit  an offer  of the  Placing Shares  or 
possession or  distribution of  this  Announcement or  any other  offering  or 
publicity material relating to such  Placing Shares in any jurisdiction  where 
action for  that  purpose is  required.  Persons into  whose  possession  this 
Announcement comes are required by the  Company and the Bookrunners to  inform 
themselves about and to observe any such restrictions.

This announcement is for information purposes only and shall not constitute an
offer to sell or issue or the  solicitation of an offer to buy, subscribe  for 
or otherwise acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any  failure to comply with this  restriction 
may constitute a violation of the securities laws of such jurisdictions.

This Announcement or any part  of it does not constitute  or form part of  any 
offer to issue or sell, or the  solicitation of an offer to acquire,  purchase 
or  subscribe  for,  any  securities  in  the  United  States  (including  its 
territories and possessions, any state of  the United States and the  District 
of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction
in which the same would be unlawful. No public offering of the Placing Shares
is being made in any such jurisdiction.

In particular, the securities of Drax (including 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  the securities laws of any state  or 
other jurisdiction of the  United States, and  accordingly the Placing  Shares 
may not be offered,  sold or transferred, directly  or indirectly, within  the 
United States except pursuant  to an exemption from,  or in a transaction  not 
subject to,  the  registration requirements  of  the Securities  Act  and  the 
securities laws of any relevant state or jurisdiction of the United States.

This document is not being  distributed by, nor has  it been approved for  the 
purposes of  section 21  of FSMA  by,  a person  authorised under  FSMA.  This 
document is being distributed  and communicated to persons  in the UK only  in 
circumstances in which section 21(1) of FSMA does not apply.

By participating in the Bookbuilding Process and the Placing, Placees will  be 
deemed to have read  and understood this Announcement  in its entirety, to  be 
participating, making an offer and acquiring  Placing Shares on the terms  and 
conditions  contained  herein  and   to  be  providing  the   representations, 
warranties, indemnities, acknowledgements and undertakings contained herein.

This Announcement  may contain  and  the Company  may make  verbal  statements 
containing  "forward-looking  statements"  with  respect  to  certain  of  the 
Company's plans and its current goals and expectations relating to its  future 
financial  condition,  performance,  strategic  initiatives,  objectives   and 
results.  Forward-looking  statements  sometimes  use  words  such  as  "aim", 
"anticipate",  "target",  "expect",  "estimate",  "intend",  "plan",   "goal", 
"believe", "seek",  "may",  "could",  "outlook"  or  other  words  of  similar 
meaning. By  their nature,  all forward-looking  statements involve  risk  and 
uncertainty because they relate to  future events and circumstances which  are 
beyond the control of the Company, including amongst other things, UK domestic
and  global  economic  business  conditions,  market-related  risks  such   as 
fluctuations in interest rates and exchange rates, the policies and actions of
governmental and regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future acquisitions or
combinations  within  relevant  industries,  the  effect  of  tax  and   other 
legislation and other regulations  in the jurisdictions  in which the  Company 
and its respective affiliates operate, the effect of volatility in the equity,
capital and  credit markets  on  the Company's  profitability and  ability  to 
access capital and  credit, a  decline in  the Company's  credit ratings;  the 
effect of operational risks; and the loss  of key personnel. As a result,  the 
actual future financial condition, performance and results of the Company  may 
differ materially from  the plans,  goals and  expectations set  forth in  any 
forward-looking statements. Any forward-looking  statements made herein by  or 
on behalf of the Company  speak only as of the  date they are made. Except  as 
required by applicable law or regulation, the Company expressly disclaims  any 
obligation  or  undertaking  to  publish  any  updates  or  revisions  to  any 
forward-looking statements  contained  in  this Announcement  to  reflect  any 
changes in the Company's  expectations with regard thereto  or any changes  in 
events, conditions or circumstances on which any such statement is based.

No statement in this Announcement is intended to be a profit forecast, and  no 
statement in this Announcement should be interpreted to mean that earnings per
share of  the  Company  for  the  current  or  future  financial  years  would 
necessarily match or exceed the historical published earnings per share of the
Company.

Deutsche Bank is  authorised under  German Banking  Law (competent  authority: 
BaFin  -  Federal  Financial  Supervising  Authority)  and  regulated  by  the 
Financial Services Authority for the conduct of UK business. Deutsche Bank is
acting exclusively for  the Company  and no one  else in  connection with  the 
Placing and the other matters referred to in this Announcement. Deutsche  Bank 
will not be  responsible to anyone  other than the  Company for providing  the 
protections afforded to clients of Deutsche  Bank nor for providing advice  in 
connection with the Placing and the other matters referred to herein.

UBS is acting exclusively for the Company  and no one else in connection  with 
the Placing and will not regard any  other person (whether or not a  recipient 
of this document)  as a  client in  relation to the  Placing and  will not  be 
responsible to anyone other the Company for providing the protections afforded
to its clients  or for  providing advice  in relation  to the  Placing or  any 
transaction, arrangement or other matter referred to in this Announcement.

No representation or warranty, express or implied,  is or will be made as  to, 
or in relation to, and no responsibility  or liability is or will be  accepted 
by the Bookrunners or by any of  their respective affiliates or agents as  to, 
or in relation to,  the accuracy or completeness  of this Announcement or  any 
other written or oral information made  available to or publicly available  to 
any interested party or its advisers, and any liability therefore is expressly
disclaimed.

The price of shares and any income expected  from them may go down as well  as 
up and investors may not  get back the full  amount invested upon disposal  of 
the shares. Past performance  is no guide to  future performance, and  persons 
needing advice should consult an independent financial adviser.

The Placing Shares to be  issued or sold pursuant to  the Placing will not  be 
admitted to  trading  on  any  stock exchange  other  than  the  London  Stock 
Exchange. Neither  the  content  of  the Company's  website  nor  any  website 
accessible by hyperlinks on the Company's website is incorporated in, or forms
part of, this Announcement.

In this Announcement, "Placee" includes a person (including individuals, funds
or others) on  whose behalf a  commitment to acquire  Placing Shares has  been 
given.

                Appendix - Terms and conditions of THE placing

This announcement  (including this  appendix)  and the  information  contained 
herein IS RESTRICTED AND IS NOT  FOR RELEASE, PUBLICATION OR DISTRIBUTION,  IN 
WHOLE OR  IN PART,  DIRECTLY OR  INDIRECTLY,  IN OR  INTO THE  UNITED  STATES, 
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This Announcement is for information purposes only and shall not constitute an
offer to sell or issue or the  solicitation of an offer to buy, subscribe  for 
or otherwise acquire any Placing Shares in any jurisdiction in which any  such 
offer or solicitation would be unlawful.

All offers of the Placing Shares will  be made pursuant to an exemption  under 
the Prospectus Directive from the  requirement to produce a prospectus.  This 
Announcement is being distributed and communicated  to persons in the UK  only 
in circumstances in which section 21(1) of FSMA does not apply.

The Placing Shares referred to in this Announcement 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 may not be offered, sold
or transferred within the United States except pursuant to an exemption  from, 
or in  a transaction  not subject  to, the  registration requirements  of  the 
Securities Act. 

The distribution of  this Announcement  and the  Placing and/or  issue of  the 
Placing Shares in certain  jurisdictions may be restricted  by law. No  action 
has been  taken  by the  Company,  the Managers  or  any of  their  respective 
affiliates that would permit an offer  of the Placing Shares or possession  or 
distribution of this Announcement or any other offering or publicity  material 
relating to such  Placing Shares  in any  jurisdiction where  action for  that 
purpose is required. Persons into whose possession this Announcement comes are
required by the  Company and the  Managers to inform  themselves about and  to 
observe any such restrictions.

This Announcement should be read in  its entirety. In particular, you  should 
read and  understand  the  information provided  in  the  "Important  notices" 
section of this Announcement.

By participating in the Bookbuilding Process and the Placing, Placees will  be 
deemed to have read  and understood this Announcement  in its entirety, to  be 
participating, making an offer and acquiring  Placing Shares on the terms  and 
conditions  contained  herein  and   to  be  providing  the   representations, 
warranties, indemnities, acknowledgements and undertakings contained  herein. 
In particular, each such Placee represents, warrants and acknowledges (amongst
other things), that:

1. it 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;

2. in the case  of a Relevant  Person in a  Relevant Member State  who 
acquires any Placing Shares pursuant to the Placing:

  (A) it is a Qualified Investor; and

  (B) in the case of any Placing Shares acquired by it as a financial
  intermediary, as that term is used in Article 3(2) of the Prospectus
  Directive,

    (i) the Placing Shares acquired by it in the Placing have  not 
    been acquired on behalf of, nor have they been acquired with a view to
    their offer or resale to, persons  in any Relevant Member State  other 
    than Qualified  Investors  or  in circumstances  in  which  the  prior 
    consent of the Managers has been given to the offer or resale; or

    (ii) where Placing Shares have been acquired by it on behalf of
    persons in any member state of the EEA other than Qualified Investors,
    the offer  of those  Placing Shares  to it  is not  treated under  the 
    Prospectus Directive as having been made to such persons; and

3. it  is acquiring  the Placing  Shares  for its  own account  or  is 
acquiring the Placing Shares for an account with respect to which it exercises
sole investment discretion  and has the  authority to make  and does make  the 
acknowledgements,   representations   and   agreements   contained   in   this 
Announcement, and

4. except as  otherwise permitted by  the Company and  subject to  any 
available exemptions  from applicable  securities laws,  it (and  any  account 
referred to in paragraph 3 above)  is outside the United States acquiring  the 
Placing Shares in offshore transactions as  defined in and in accordance  with 
Regulation S under the Securities Act.

No prospectus

No prospectus or other offering document has  been or will be submitted to  be 
approved by the FSA  in relation to the  Placing and the Placees'  commitments 
will be  made  solely  on the  basis  of  the information  contained  in  this 
Announcement, the announcement  of the  pricing of the  Placing (the  "Placing 
Results Announcement") and any information publicly announced to a  Regulatory 
Information Service by or on behalf of the Company on or prior to the date  of 
this Announcement  (the "Publicly  Available  Information"). Each  Placee,  by 
participating in the Placing, agrees that  it has neither received nor  relied 
on any information, representation, warranty or statement made by or on behalf
of the Managers or the Company  other than the Publicly Available  Information 
and none of the Managers, the Company  nor any person acting on such  person's 
behalf nor any of  their affiliates has  or shall have  any liability 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.

Details of the Placing Agreement and the Placing Shares

Each Manager has  entered into the  Placing Agreement with  the Company  under 
which it has undertaken, on the terms and subject to the conditions set out in
the Placing Agreement, to use all reasonable endeavours to procure Placees for
the Placing Shares.

The Placing Shares will, when issued, be credited as fully paid and will  rank 
pari passu in  all respects  with the existing  issued ordinary  shares of  11 
^16/[29] pence per share in the capital of the Company, including the right to
receive all  dividends  and other  distributions  declared, made  or  paid  in 
respect of such ordinary shares after the date of issue of the Placing Shares.

As part of the Placing, the Company has agreed that it will not issue or  sell 
any ordinary shares for a period of180 days after Admission without the prior
written consent of the Managers (such consent not to be unreasonably  withheld 
or delayed). This  agreement is  subject to certain  customary exceptions  and 
does not prevent the  Company from granting options  under, and allotting  and 
issuing ordinary  shares  pursuant to  options  granted under,  the  Company's 
existing share option schemes in accordance with normal practice, or any issue
of shares or  capitalisation issue  related to employee  share schemes,  scrip 
dividend arrangements or dividend re-investment plans.

Application for admission to listing and trading

Application will be made to the FSA for admission of the Placing Shares to the
Official List and to the London Stock Exchange for admission to trading of the
Placing  Shares  on  the  London  Stock  Exchange's  main  market  for  listed 
securities (together "Admission").

It is expected that  Admission will take  place on or before  8.00 a.m. on  30 
October 2012  and that  dealings in  the Placing  Shares on  the London  Stock 
Exchange's main market for listed securities will commence at the same time.

Bookbuilding Process

The Managers will today commence the Bookbuilding Process to determine  demand 
for participation in the  Placing by Placees. 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 
any Placing Shares.

The Managers and the Company shall be  entitled to effect the Placing by  such 
alternative method to  the Bookbuilding  Process as  they may,  in their  sole 
discretion, determine.

Principal terms of the Bookbuilding Process and Placing

1. Deutsche Bank and UBS are acting as Managers and Bookrunners to the
                      Placing, as agents of the Company.

2. Participation in the Placing will only be available to persons  who 
may lawfully be, and are, invited by the Managers to participate. The Managers
and their affiliates are entitled to enter bids in the Bookbuilding Process.

3. The Bookbuilding Process will  establish the Placing Price  payable 
to the Managers by  all Placees whose bids  are successful. The Placing  Price 
and the aggregate  proceeds to be  raised through the  Placing will be  agreed 
between the Managers and the Company following completion of the  Bookbuilding 
Process and any discount  to the market  price of the  ordinary shares of  the 
Company will be determined in accordance with the Listing Rules, as  published 
by the FSA pursuant to  Part VI of FSMA. The  Placing Price will be  announced 
through the Placing Results Announcement  on a Regulatory Information  Service 
following the completion of the Bookbuilding Process.

4. To  bid in  the Bookbuilding  Process, Placees  should  communicate 
their bid by telephone to their usual  sales contact at Deutsche Bank or  UBS. 
Each bid should state the number of shares in the Company which a  prospective 
Placee wishes  to acquire  at either  the Placing  Price which  is  ultimately 
established by the Company and the Managers  or at prices up to a price  limit 
specified in its bid.  Bids may be  scaled down by the  Managers on the  basis 
referred to  in paragraph  9 below.  Each  of the  Managers is  arranging  the 
Placing severally, and not jointly, or jointly and severally, as agent of  the 
Company.

5. The Bookbuilding Process  is expected to close  no later than  5.00 
p.m. (London time) on 25  October 2012 but may be  closed earlier or later  at 
the discretion  of the  Managers.  The Managers  may,  in agreement  with  the 
Company, accept  bids that  are received  after the  Bookbuilding Process  has 
closed. The  Company reserves  the right  to reduce  or seek  to increase  the 
amount to be raised pursuant to the Placing, in its discretion.

6. Each Placee's allocation  will be agreed  between the Managers  and 
the Company and will be  confirmed orally by the  relevant Manager as soon  as 
practicable following  the close  of the  Bookbuilding Process.  The  relevant 
Manager's oral  confirmation of  an allocation  will give  rise to  a  legally 
binding commitment by the Placee concerned, in favour of the relevant  Manager 
and the Company, under which it agrees to acquire the number of Placing Shares
allocated to it on  the terms and  subject to the conditions  set out in  this 
Appendix and the Company's articles of association.

7. The Company will make a further announcement following the close of
the Bookbuilding Process detailing the aggregate number of the Placing  Shares 
to be issued and the Placing Price at which such shares have been placed.

8.  Each  prospective  Placee's  allocation  and  commitment  will  be 
evidenced by a contract note issued to such Placee by one of the Managers. The
terms of this Appendix will be deemed incorporated therein.

9. Subject to  paragraphs 5 and  7 above, the  Managers may choose  to 
accept bids,  either  in  whole  or  in part,  on  the  basis  of  allocations 
determined at its  discretion (in agreement  with the Company)  and may  scale 
down any  bids for  this purpose  on  such basis  as it  may determine  or  be 
directed. The  Managers may  also, notwithstanding  paragraphs 5  to 7  above, 
subject to the prior consent of the Company (a) allocate Placing Shares  after 
the time of any initial allocation to  any person submitting a bid after  that 
time and (b) allocate Placing Shares after the Bookbuilding Process has closed
to any person submitting a bid after that time.

10. A bid in  the Bookbuilding Process  will be made  on the terms  and 
subject to the conditions in this Appendix and will be legally binding on  the 
Placee on behalf of which  it is made and  except with the relevant  Manager's 
consent will not be capable of variation or revocation after the time at which
it is submitted. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Manager,  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 acquire and  the 
Company has agreed to allot and issue to that Placee.

11. Except as required by law or regulation, no press release or  other 
announcement will be made by the Managers or the Company using the name of any
Placee (or its agent), in its capacity  as Placee (or agent), other than  with 
such Placee's prior written consent.

12. Irrespective of the time at which a Placee's allocation(s) pursuant
to the  Placing is/are  confirmed, settlement  for all  Placing Shares  to  be 
acquired pursuant to the Placing will be required to be made at the same time,
on the basis explained below under 'Registration and Settlement'.

13. All obligations under the Bookbuilding Process and Placing will  be 
subject to fulfilment of the conditions referred to below under 'Conditions of
the Placing' and to the Placing not being terminated on the basis referred  to 
below under 'Termination of the Placing'.

14. By participating in the Bookbuilding Process each Placee will agree
that its rights and obligations in respect of the Placing will terminate  only 
in the circumstances described below and will not be capable of rescission  or 
termination by the Placee.

15. To the fullest extent permissible by law, none of the Managers  nor 
any of their affiliates shall have any  liability to Placees (or to any  other 
person whether acting on behalf of a Placee or otherwise). In particular, none
of the  Managers  nor  any  of  their  affiliates  shall  have  any  liability 
(including, to the extent permissible by law, any fiduciary duties) in respect
of the Managers' conduct  of the Bookbuilding Process  or of such  alternative 
method of effecting the Placing as the Managers and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note  or electronic  confirmation which  will confirm  the number  of 
Placing Shares allocated to them, the  Placing Price and the aggregate  amount 
owed by them to the relevant Manager. Each Placee will be deemed to agree 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 they have in place with the relevant Manager.

Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system. Settlement through CREST will be on 30  October 
2012 on a T+3 basis unless otherwise notified by the Managers and is  expected 
to occur on or before 30 October 2012 (the "Settlement Date"). Settlement will
be on  a  delivery  versus  payment  basis.  However,  in  the  event  of  any 
difficulties or delays in the admission of the Placing Shares to CREST or  the 
use of CREST  in relation to  the Placing,  the Company and  the Managers  may 
agree that  the Placing  Shares should  be issued  in certificated  form.  The 
Managers reserve the right to require  settlement for the Placing Shares,  and 
to deliver the Placing  Shares to Placees,  by such other  means as they  deem 
necessary if delivery or settlement to  Placees is not practicable within  the 
CREST system or  would not  be consistent  with regulatory  requirements in  a 
Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the  due 
date in accordance with the arrangements  set out above, in respect of  either 
CREST or certificated  deliveries, at the  rate of 2  percentage points  above 
prevailing LIBOR as determined by the Managers.

If Placees do not comply with their obligations the relevant Manager may  sell 
their Placing Shares on their behalf and retain from the proceeds, for its own
account and benefit, an amount equal to  the Placing Price of each share  sold 
plus any interest due. Placees will, however, remain liable for any  shortfall 
below the Placing  Price and  for any  stamp duty  or stamp  duty reserve  tax 
(together with any  interest or penalties)  which may arise  upon the sale  of 
their Placing Shares on their behalf.

If Placing Shares  are to  be delivered to  a custodian  or settlement  agent, 
Placees must  ensure that,  upon  receipt, the  conditional contract  note  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, be so registered free from any liability to
UK stamp duty  or stamp  duty reserve  tax. Placees  will not  be entitled  to 
receive any fee or commission in connection with the Placing.

Conditions of the Placing

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

The obligations of  the Managers  under the  Placing Agreement  are, and  the 
Placing is, conditional on, inter alia:

(a) none of the warranties contained in the Placing Agreement being
untrue, inaccurate or misleading as at the date of the Placing Agreement and
the date of Admission as though they had been given and made on such dates (by
reference to the facts and circumstances prevailing at such time);

(b) the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement; and

(c) Admission taking place not later than 8.00 a.m. on 30 October 2012
or such later date as the Company and the Managers may otherwise agree but not
being later than 8.00 a.m. on 7 November 2012.

If any of the conditions set out in the Placing Agreement is not fulfilled or,
where permitted, waived in  accordance with the  Placing Agreement within  the 
stated time periods (or  such later time  and/or date as  the Company and  the 
Managers may agree), or the Placing Agreement is terminated in accordance with
its terms (as to which, see  the "Termination of the Placing" section  below), 
the Placing will lapse and the Placee's rights and obligations 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  Bookbuilding Process,  each Placee  agrees that  its 
rights and obligations cease and terminate only in the circumstances described
above and under "Termination of the Placing" below and will not be capable  of 
rescission or termination by it.

The Managers may, at their discretion and  upon such terms as they think  fit, 
waive fulfilment of all or any of  the conditions in the Placing Agreement  or 
extend the time provided for fulfilment  of any such conditions in respect  of 
all or  any part  of the  performance thereof,  save that  certain  conditions 
including the condition relating to Admission referred to in paragraph 4 above
may not  be waived.  Any such  extension or  waiver will  not affect  Placees' 
commitments as set out in this Appendix.

Neither the Managers nor  any of their affiliates  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 any of them may make  as 
to whether  or  not to  waive  or  to extend  the  time and/or  date  for  the 
satisfaction of any condition to the Placing nor for any decision any of  them 
may make as to the satisfaction of any condition or in respect of the  Placing 
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Managers and the Company.

Termination of the Placing

The Managers may  by notice in  writing to the  Company terminate the  Placing 
Agreement on behalf of all parties at  any time up to and including  Admission 
in certain circumstances, including  a breach of the  warranties given to  the 
Managers or the occurrence of a force majeure event.

If the  Placing Agreement  is 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  Bookbuilding Process,  each Placee  agrees with  the 
Company and the Managers that the exercise  by the Company or the Managers  of 
any right of  termination or  any other right  or other  discretion under  the 
Placing Agreement shall be  within the absolute discretion  of the Company  or 
the Managers  (as the  case  may be)  and that  neither  the Company  nor  the 
Managers need make any reference to such Placee and that none of the  Company, 
the Managers and their respective affiliates shall have any liability to  such 
Placee (or  to any  other  person whether  acting on  behalf  of a  Placee  or 
otherwise) whatsoever in connection with any such exercise.

By participating  in the  Placing,  each Placee  agrees  that its  rights  and 
obligations terminate only in the circumstances described above and under  the 
'Conditions of the  Placing' above and  will not be  capable of rescission  or 
termination by it after oral confirmation by the Managers following the  close 
of the Bookbuilding Process.

Representations and further terms

By submitting a bid in the Bookbuilding Process, each prospective Placee  (and 
any person acting on such Placee's behalf) represents, warrants,  acknowledges 
and agrees (for itself and for any such prospective Placee) that:

1. it has read this Announcement in its entirety and that its purchase
of the Placing Shares is subject to and based upon all the terms,  conditions, 
representations, warranties, acknowledgements, agreements and undertakings and
other information contained herein;

2. 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 or will be prepared in connection with the Placing;

3. the Company's ordinary shares are listed on the Official List,  and 
that the  Company  is  therefore  required to  publish  certain  business  and 
financial information in accordance with the  rules and practices of the  FSA, 
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 that it is
able to obtain  or access such  information without undue  difficulty, and  is 
able to obtain access to such information or comparable information concerning
any other publicly traded company, without undue difficulty;

4. neither the Managers  nor the Company nor  any of their  affiliates 
nor any person  acting on behalf  of any of  them has provided,  and will  not 
provide, it with any material regarding  the Placing Shares or the Company  or 
any other  person other  than  this Announcement;  nor  has it  requested  the 
Managers, the Company, any of their affiliates or any person acting on  behalf 
of any of them to provide it with any such information;

5. neither the Managers  nor any person acting  on behalf of them  nor 
any of  their affiliates  has or  shall have  any liability  for any  Publicly 
Available Information, or any representation relating to the Company, provided
that nothing  in this  paragraph  excludes the  liability  of any  person  for 
fraudulent misrepresentation made by that person;

6. (i) it  has made  its own assessment  of the  Company, the  Placing 
Shares and the terms of the  Placing based on Publicly Available  Information, 
(ii) the Managers and the Company (or any of their respective affiliates) have
not made any  representation to it,  express or implied,  with respect to  the 
Company, the Placing or  the Placing Shares or  the accuracy, completeness  or 
adequacy of the Publicly Available Information and (iii) it has conducted  its 
own investigation  of  the  Company,  the  Placing  and  the  Placing  Shares, 
satisfied itself that  the information  is still  current and  relied on  that 
investigation for the purposes of its decision to participate in the Placing;

7. the content of this Announcement is exclusively the  responsibility 
of the Company and that neither the  Managers nor any persons acting on  their 
behalf is  responsible  for  or  has  or shall  have  any  liability  for  any 
information or  representation  relating  to the  Company  contained  in  this 
Announcement or the Publicly Available Information nor will they be liable for
any Placee's decision to participate in the Placing based on any  information, 
representation, warranty  or statement  contained  in this  Announcement,  the 
Publicly Available Information  or otherwise. Nothing  in this Appendix  shall 
exclude any liability of any person for fraudulent misrepresentation;

8. it is not, and at the time the Placing Shares are acquired will not
be, a resident of Australia, Canada, South Africa or Japan;

9. it and the beneficial  owner of the Placing  Shares is, and at  the 
time the Placing Shares  are acquired will be,  outside the United States  and 
acquiring the Placing Shares in an  "offshore transaction" as defined in,  and 
in accordance with, Regulation S under the Securities Act;

10. it understands that the Placing Shares have not been, and will  not 
be, registered under the Securities Act and may not be offered, sold or resold
in or into  the United  States except  pursuant to  an effective  registration 
under the  Securities  Act,  or  pursuant  to  an  exemption  from,  or  in  a 
transaction not subject  to, the registration  requirements of the  Securities 
Act  and  in  accordance  with  applicable  state  securities  laws;  and   no 
representation is being made as to the availability of any exemption under the
Securities Act for  the reoffer,  resale, pledge  or transfer  of the  Placing 
Shares;

11. the Placing Shares have not been registered or otherwise qualified,
and will not be registered or otherwise qualified, for offer and sale nor will
a prospectus be  cleared in respect  of any  of the Placing  Shares under  the 
securities laws of the  United States, or any  state or other jurisdiction  of 
the United States, Australia,  Canada, South Africa or  Japan and, subject  to 
certain exceptions, may not be offered, sold, taken up, renounced or delivered
or transferred, directly or indirectly,  within the United States,  Australia, 
Canada, South Africa or Japan;

12. it and/or each person on whose behalf it is participating:

  (A) is entitled to acquire  Placing Shares pursuant to the  Placing 
  under the laws of all relevant jurisdictions;

  (B) has fully observed such laws;

  (C) has capacity and  authority and is entitled  to enter into  and 
  perform its obligations as an acquirer  of Placing Shares and will  honour 
  such obligations; and

  (D) has obtained all necessary consents and authorities (including,
  without limitation, in the case of a person acting on behalf of a  Placee, 
  all necessary consents and  authorities to agree to  the terms set out  or 
  referred to in this Appendix) to enable it to enter into the  transactions 
  contemplated hereby and to perform its obligations in relation thereto;

13. if it is a pension  fund or investment company, its acquisition  of 
Placing Shares is in full compliance with applicable laws and regulations;

14. understands that the Placing Shares  are being issued to it  either 
through CREST or in certificated, definitive form and acknowledges and  agrees 
that the Placing Shares will, to the extent they are delivered in certificated
form, bear a legend to the  following effect unless agreed otherwise with  the 
Company:

"THESE SECURITIES HAVE NOT  BEEN AND WILL NOT  BE REGISTERED UNDER THE  UNITED 
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF  ANY 
STATE OR OTHER  JURISDICTION OF  THE UNITED STATES,  AND MAY  NOT BE  OFFERED, 
SOLD, PLEDGED OR OTHERWISE TRANSFERRED  EXCEPT (A) PURSUANT TO A  REGISTRATION 
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE  UNDER THE SECURITIES ACT, (B)  IN 
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF  REGULATION 
S UNDER THE SECURITIES  ACT OR (C) PURSUANT  TO ANY OTHER AVAILABLE  EXEMPTION 
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE  WITH  ANY  APPLICABLE  SECURITIES  LAWS  OF  ANY  STATE  OR  OTHER 
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THE  FOREGOING,  THE  SHARES  MAY  NOT  BE  DEPOSITED  INTO  ANY  UNRESTRICTED 
DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR MAINTAINED  BY 
A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES,  REPRESENTS 
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS."

15. it will  not distribute,  forward, transfer  or otherwise  transmit 
this Announcement or  any part  of it, or  any other  presentational or  other 
materials concerning  the Placing  in  or into  the United  States  (including 
electronic copies  thereof)  to  any  person,  and  it  has  not  distributed, 
forwarded, transferred  or otherwise  transmitted any  such materials  to  any 
person;

16. none of the  Managers, their respective  affiliates and any  person 
acting on behalf of any of them is making any recommendations to it,  advising 
it regarding  the  suitability  of  any transactions  it  may  enter  into  in 
connection with the Placing  and that participation in  the Placing is on  the 
basis that it is not and will not be a client of any of the Managers and  that 
the Managers  have no  duties  or responsibilities  to  it for  providing  the 
protections afforded to their clients or customers or for providing advice  in 
relation to the  Placing nor  in respect of  any representations,  warranties, 
undertakings or indemnities  contained in  the Placing Agreement  nor for  the 
exercise or  performance  of any  of  its rights  and  obligations  thereunder 
including any  rights  to  waive  or  vary  any  conditions  or  exercise  any 
termination right;

17. it will make payment to  the Managers in accordance with the  terms 
and conditions of this Announcement on the due times and dates set out in this
Announcement, failing which  the relevant  Placing Shares may  be placed  with 
others on such terms as the Managers determines;

18. its allocation (if any) of Placing Shares will represent a  maximum 
number of Placing Shares which it will be entitled, and required, to subscribe
for, and that the Company may call upon it to subscribe for a lower number  of 
Placing Shares  (if  any),  but  in  no  event  in  aggregate  more  than  the 
aforementioned maximum;

19. no action  has been or  will be taken  by any of  the Company,  the 
Managers or any person acting  on behalf of the  Company or the Managers  that 
would, or is intended to, permit a  public offer of the Placing Shares in  the 
United States or in any country or jurisdiction where any such action for that
purpose is required;

20. the  person who  it specifies  for registration  as holder  of  the 
Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as  the 
case may be.  The Managers and  the Company  will not be  responsible for  any 
liability to stamp duty or stamp duty reserve tax resulting from a failure  to 
observe this requirement. It agrees to acquire Placing Shares pursuant to  the 
Placing on the basis that the Placing Shares will be allotted to a CREST stock
account of the Managers who will hold them as nominee on behalf of the  Placee 
until settlement in accordance with its standing settlement instructions  with 
it;

21. 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 stamp duty or stamp duty  reserve tax liability under (or at a  rate 
determined under) any of  sections 67, 70,  93 or 96 of  the Finance Act  1986 
(depository receipts and clearance services) and that it is not  participating 
in the Placing  as nominee  or agent  for any person  or persons  to whom  the 
allocation, allotment, issue or delivery of Placing Shares would give rise  to 
such a liability;

22. it and any person acting  on its behalf falls within Article  19(5) 
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 and (if applicable) dispose of any Placing Shares that are allocated to
it for the purposes of its business only;

23. 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 FSMA;

24. it is  a qualified investor  as defined in  section 86(7) of  FSMA, 
being a person falling within Article 2.1(e) of the Prospectus Directive;

25. it has only communicated or  caused to be communicated and it  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 Placing  Shares in circumstances  in which section  21(1) of  FSMA 
does not require approval of the communication by an authorised person;

26. it has complied  and it will comply  with all applicable laws  with 
respect to anything done  by it or  on its behalf in  relation to the  Placing 
Shares (including all relevant provisions of FSMA in respect of anything  done 
in, from or otherwise involving the United Kingdom);

27. represents and warrants that, if it is a financial intermediary, as
that term is used in Article  3(2) of the Prospectus Directive (including  any 
relevant implementing  measure  in  any  member  state),  the  Placing  Shares 
purchased by it  in the Placing  will not be  acquired on a  non-discretionary 
basis on behalf of, nor  will they be acquired with  a view to their offer  or 
resale to, persons  in a member  state of  the EEA which  has implemented  the 
Prospectus Directive other  than qualified investors,  or in circumstances  in 
which the prior  consent of the  Bookrunners has  been given to  the offer  or 
resale.

28. 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 purpose 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,  as  amended,  and includes  any  relevant  implementing 
measure in any member state);

29. it  has complied  with  its obligations  in connection  with  money 
laundering and terrorist financing under the  Proceeds of Crime Act 2002,  the 
Terrorism  Act  2000,  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;

30. acknowledges that its commitment  to acquire Placing Shares on  the 
terms set out herein will continue  notwithstanding any amendment that may  in 
future be made to  the terms and  conditions of the  Placing and that  Placees 
will have no right to be consulted  or require that their consent be  obtained 
with respect to the Company's or the Managers' conduct of the Placing;

31. acknowledges that  it has  knowledge and  experience in  financial, 
business and international investment matters  as is required to evaluate  the 
merits and risks of acquiring the Placing Shares. It further acknowledges that
it is experienced in investing in securities of this nature and is aware  that 
it may be required to bear, and is able to bear, the economic risk of, and  is 
able to sustain, a complete loss in connection with the Placing. It has relied
upon its own examination and due  diligence of the Company and its  affiliates 
taken as a whole, and the terms of the Placing, including the merits and risks
involved;

32. the Company, the Managers and  others will rely upon the truth  and 
accuracy of the  foregoing representations,  warranties, acknowledgements  and 
agreements, which are given to each Manager on its own behalf and on behalf of
the Company and are irrevocable;

33. the  Placing  Shares  will  be issued  subject  to  the  terms  and 
conditions of this Appendix; and

34. this  Appendix  and  all  documents into  which  this  Appendix  is 
incorporated by reference or otherwise validly  forms a part will be  governed 
by and construed  in accordance with  English law. All  agreements to  acquire 
shares pursuant  to  the  Bookbuilding  Process and/or  the  Placing  will  be 
governed  by  English  law  and  the  English  courts  shall  have   exclusive 
jurisdiction in relation thereto except that  proceedings may be taken by  the 
Company or the Managers  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.

By participating in the  Placing, each Placee (and  any person acting on  such 
Placee's behalf)  agrees  to indemnify  and  hold  the Company,  each  of  the 
Managers and each  of their respective  affiliates 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 given by the  Placee 
in this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing.

Please also  note that  the agreement  to allot  and issue  Placing Shares  to 
Placees (or the  persons for whom  Placees are contracting  as agent) free  of 
stamp duty  and  stamp duty  reserve  tax in  the  UK relates  only  to  their 
allotment and issue  to Placees,  or such persons  as they  nominate as  their 
agents, direct by the Company. Such agreement assumes that the Placing  Shares 
are not being  acquired in  connection with arrangements  to issue  depositary 
receipts or to transfer the Placing Shares into a clearance service. If  there 
were any such arrangements, or the settlement related to other dealings in the
Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which
neither the Company  nor the  Managers would be  responsible. If  this is  the 
case, it would  be sensible  for Placees  to take  their own  advice and  they 
should notify the Managers accordingly. In addition, Placees should note  that 
they will be  liable for any  capital duty,  stamp duty and  all other  stamp, 
issue, securities,  transfer, registration,  documentary  or other  duties  or 
taxes (including any  interest, fines or  penalties relating thereto)  payable 
outside the UK by them or any other  person on the acquisition by them of  any 
Placing Shares or the agreement by them to acquire any Placing Shares and each
Placee, or the  Placee's nominee, in  respect 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 non-UK stamp,  registration, documentary,  transfer or  similar taxes  or 
duties undertakes to  pay such taxes  and duties, including  any interest  and 
penalties (if applicable), forthwith  and to indemnify  on an after-tax  basis 
and to hold harmless the Company and the Managers in the event that either the
Company and/or the Managers have incurred any such liability to such taxes  or 
duties.

The representations, warranties,  acknowledgements and undertakings  contained 
in this Appendix are given to the Managers for themselves and on behalf of the
Company and are irrevocable.

The Managers  are  acting exclusively  for  the Company  and  no one  else  in 
connection with the  Bookbuilding Process  and the Placing,  and the  Managers 
will not  be responsible  to anyone  (including any  Placees) other  than  the 
Company for providing the protections afforded to its clients or for providing
advice in relation  to the Bookbuilding  Process or the  Placing or any  other 
matters referred to in this Announcement.

Each Placee and any  person acting on behalf  of the Placee acknowledges  that 
the Managers do not owe fiduciary or other duties to any Placee in respect  of 
any representations, warranties,  undertakings or indemnities  in the  Placing 
Agreement.

Each Placee and  any person acting  on behalf of  the Placee acknowledges  and 
agrees that either of the Managers may (at their 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.

When a Placee or any person acting on behalf of the Placee is dealing with the
Managers, any money  held in an  account with  the Managers on  behalf of  the 
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of  the relevant rules and regulations of  the 
FSA which therefore will not require the Managers to segregate such money,  as 
that money will be held by it under a banking relationship and not as trustee.

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

All times and  dates in  this Announcement may  be subject  to amendment.  The 
Managers will notify Placees and any  persons acting on behalf of the  Placees 
of any changes.



513468758

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

END


IOEZMMZGKKVGZZG -0- Oct/25/2012 06:00 GMT
 
Press spacebar to pause and continue. Press esc to stop.