G4S plc UK DK : G4S plc UK DK : Issue of Equity

               G4S plc UK DK : G4S plc UK DK : Issue of Equity

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 STATE OR JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

28 August 2013

                                   G4S plc

                           ("G4S" or the "Company")

                   PROPOSED PLACING OF NEW ORDINARY SHARES

  G4S plc proposed placing of up to approximately 140.9 million new ordinary
                                    shares

G4S announces today its intention to place up to approximately 140.9 million
new ordinary shares (the "Placing Shares") representing up to 9.99 per cent.
of the Company's existing issued share capital (the "Placing").

In addition, G4S is today issuing its half year results statement covering the
six months to 30 June 2013.

Introduction

The Board of G4S announces today its intention to raise additional equity
capital through a placing of up to approximately 140.9 million new ordinary
shares of 25 pence each in the capital of G4S (the "Placing Shares"),
representing up to 9.99 per cent. of the Company's existing issued share
capital.

The Placing is being conducted through an accelerated book-build process which
will be launched immediately following this announcement, in accordance with
the terms and conditions set out in the Appendix to this announcement.

Citigroup Global Markets Limited ("Citi"), J.P. Morgan Securities plc (which
conducts its UK investment banking business under the name J.P. Morgan
Cazenove) ("JPMC") and Barclays Bank PLC ("Barclays") have been appointed
joint bookrunners in respect of the Placing (the "Joint Bookrunners").

Funds managed by Invesco Asset Management Limited ("Invesco") which currently
hold approximately 209.5 million shares in the Company, representing
approximately 14.85 per cent. of the issued share capital, have confirmed
that, as of the date of this announcement, they support the Placing and, to
the extent permissible by applicable law and regulations, intend to
participate in the Placing pro-rata to their current shareholding.

Background to and reasons for the Placing

Since the appointment of the new Chief Executive, Ashley Almanza on 1 June
2013, the Company has been undertaking a business and strategy review of the
Group (the "Business and Strategy Review"). Whilst the Business and Strategy
Review is not fully complete, the Board believes that G4S has strong market
positions with material growth opportunities. It has also become clear that
balance sheet repair is required to reduce the current high level of gearing
(Net Debt/EBITDA of 3.2x at 30 June 2013) in order to provide greater
flexibility to invest in the business and to reduce the risk of a credit
downgrade and its associated cost (estimated at approximately £25 to £30
million per annum).

As a consequence, the Company has been focusing on a range of measures to
reduce gearing including active portfolio management and the improvement of
working capital management.

G4S announces today the agreed sale of two businesses for proceeds of
approximately £100 million, to be received upon closing. Other anticipated
disposals, including the sale of the US Government Solutions business and the
regulated secure solutions business, are expected to raise approximately a
further £150 million. There can be no assurance that closing of any such
disposals will occur.

Notwithstanding these initiatives, the Board has determined that it is
appropriate for the Company to raise equity capital by way of a placing to
further strengthen the balance sheet and provide the foundation to help
deliver sustainable, profitable growth. The Board believes this will enable
the Company:

  *to invest in the business to support further organic growth, particularly
    in its developing markets businesses;

  *to resource both business and product development;

  *to make infill acquisitions;

  *to progress any further changes in its portfolio of businesses from a
    position of strength; and

  *to underpin its competitive position when bidding for large projects.

Overall, the Board believes that this equity issue will strengthen the balance
sheet of the Company and provide a strong foundation to help deliver
sustainable, profitable growth.

Details of the Proposed Placing

Under the terms of the Placing, G4S intends to place up to approximately 140.9
million Placing  Shares, representing  up to  9.99 per  cent. of  the  current 
issued ordinary share capital of  the Company, with existing shareholders  and 
new institutional  investors.  Members  of  the public  are  not  entitled  to 
participate in the Placing.

The timing  of the  closing of  the book,  pricing and  allocation is  at  the 
discretion of the Joint Bookrunners. The number of Placing Shares, allocation
and the price  at which  the Placing  Shares are  to be  placed (the  "Placing 
Price") are to be  determined by the Joint  Bookrunners (in consultation  with 
the Company) at the close of the book-building process. Details of the  number 
of Placing  Shares  and  the  Placing  Price will  be  announced  as  soon  as 
practicable after the close of the book-building process.

The Placing Shares will, when issued, be credited as fully paid and will  rank 
pari passu in all respects with the existing ordinary shares of 25 pence  each 
in the capital of  the Company, including the  right to receive all  dividends 
(including the  interim dividend  of 3.42p  (DKK 0.2972)  per share  announced 
today) and other distributions declared, made or paid on or in respect of such
shares after the date of issue of the Placing Shares. The Placing will be made
on a non-pre-emptive basis.

Application will be made  to the Financial Conduct  Authority (the "FCA")  for 
admission of the Placing Shares to the premium listing segment of the Official
List of the UK Listing Authority (the "Official List") and to the London Stock
Exchange for admission  to trading on  its main market  for listed  securities 
(together, "Admission"). It is expected  that Admission will become  effective 
on or around 2  September 2013 and  that dealings in  the Placing Shares  will 
commence at that time. Application will also be made for the Placing Shares to
be admitted to listing and trading on NASDAQ OMX Copenhagen.

The Placing  is conditional  upon, amongst  other things,  Admission  becoming 
effective and the  Placing Agreement between  the Company and  Citi, JPMC  and 
Barclays becoming unconditional and not  being terminated, in accordance  with 
its terms.

The Appendix to this announcement (which forms part of the announcement)  sets 
out the terms and conditions of the Placing. By choosing to participate in the
Placing and by  making an oral  and legally binding  offer to acquire  Placing 
Shares, investors will be deemed to have read and understood this announcement
in its entirety (including the  Appendix) and to be  making such offer on  the 
terms and subject to the terms and  conditions in it, and to be providing  the 
representations, warranties and acknowledgements contained in the Appendix.

Enquiries

G4S                                           +44 (0) 1293 554400
Helen Parris
Joint Brokers, Global Coordinators and Bookrunners
Citi                                          +44 (0) 207 986 4000
Nigel Mills
Charlie Lytle
Anna Reynolds
J.P. Morgan Cazenove                          +44 (0) 207 742 4000
Edmund Byers

Andrew Truscott

Greg Chamberlain
Joint Bookrunner
Barclays
Mark Astaire                                  +44 (0) 207 623 2323
Adam Welham
Richard Probert
Media Enquiries:
Adam Mynott - Director of Media Relations   +44 (0) 1293 554400
Faeth Birch - RLM Finsbury                    +44 (0) 207 251 3801

About G4S

G4S is aleading international secure outsourcing solutions groupwhich
specialises in outsourced business processes and facilities in sectors where
security and safety risks are considered a strategic threat.

G4S is quoted on the London Stock Exchange and has a secondary stock exchange
listing in Copenhagen. G4S is active in more than 120 countries and has
620,000 employees. For more information on G4S, visit www.g4s.com.

Important Notice

This announcement has been issued by and is the sole responsibility of the
Company. This announcement is for information only and does not constitute an
offer or invitation to underwrite, subscribe for or otherwise acquire or
dispose of any securities or investment advice in any jurisdiction in which
such an offer or solicitation is unlawful, including without limitation, the
United States, Australia, Canada, South Africa or Japan. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of such jurisdictions. No prospectus will be made available in
connection with the matters contained in this announcement and no such
prospectus is required (in accordance with the Prospectus Directive) to be
published. Persons needing advice should consult an independent financial
adviser.

This announcement, including the Appendix and the information contained herein
is not an offer of securities for sale in the United States. The securities
discussed herein have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") and may not be
offered or sold in the United States absent registration or an exemption from
registration under the US Securities Act. No public offering of the securities
discussed herein is being made in the United States and the information
contained herein does not constitute an offering of securities for sale in the
United States, Canada, Australia, Japan, South Africa or any jurisdiction in
which the same would be unlawful. This announcement is not for distribution
directly or indirectly in or into the United States, Canada, Australia, Japan
or South Africa. No money, securities or other consideration is being
solicited and, if sent in response to the information herein, will not be
accepted. There will be no public offer of Placing Shares in the United
States, the United Kingdom or elsewhere.

The distribution of this announcement and the Placing of the Placing Shares as
set out in this announcement in certain jurisdictions may be restricted by
law. No action has been taken that would permit an offering of such shares or
possession or distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this announcement
comes are required to inform themselves about, and to observe, such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

This announcement is directed only at persons (i) having professional
experience in matters relating to investments who fall within the definition
of "investment professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who
are high net worth entities falling within Article 49(2)(a) to (d) of the
Order, and other persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "relevant persons"). This
announcement must not be acted or relied on in the United Kingdom by persons
who are not relevant persons. 

In member states of the European Economic Area ("EEA"), this announcement is
only addressed to and directed at persons who are "qualified investors" within
the meaning of Article 2(1)(e) of the Prospectus Directive (Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in the Relevant Member State) and includes any
relevant implementing measure in each Relevant Member State) (the "Prospectus
Directive") ("Qualified Investors").

Citigroup Global Markets Limited ("Citi"), J.P. Morgan Securities plc (which
conducts its UK investment banking business under the name J.P. Morgan
Cazenove) ("JPMC") and Barclays Bank PLC ("Barclays"), each of which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, are acting for the Company in connection with the Placing and
no-one else and they will not be responsible to anyone other than the Company
for providing the protections afforded to their respective clients nor for
providing advice in relation to the Placing. 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 Citi, JPMC or Barclays
or by any of respective affiliates or agents as to or in relation to, the
accuracy, completeness or sufficiency of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers in connection with the Company, the Placing
Shares or the Placing and any liability therefore is expressly disclaimed.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipates", "believe"", ""intend"", "estimate"",
""expect"" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, and
uncertainties that could cause the actual results of operations, financial
condition, liquidity, dividend policy and the development of the industry in
which the Company's business operates to differ materially from the impression
created by the forward-looking statements. These statements are not guarantees
of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given these risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the FCA, the London Stock Exchange or applicable law, the Company
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Any indication in this announcement of the price at which Placing Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. 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. The price of Placing Shares and the income from them
may go down as well as up and investors may not get back the full amount
invested on disposal of the Placing Shares.

In addition to the main market of the London Stock Exchange plc, application
will also be made for the Placing Shares to be admitted to listing and trading
on NASDAQ OMX Copenhagen.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this announcement.

APPENDIX

                     TERMS AND CONDITIONS OF THE PLACING

         IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS
DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, INCLUDING DIRECTIVE
2010/73/EU AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY
MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN
THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS
AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OR ACQUISITION OF ANY SECURITIES
IN THE COMPANY.

Persons who are invited to and who choose to participate in the Placing, by
making an oral or written offer to acquire Placing Shares, including any
individuals, funds or others on whose behalf a commitment to acquire Placing
Shares is given (the "Placees"), will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix. In particular
each such Placee represents, warrants and acknowledges that:

(a)    it is a Relevant Person (as defined above) 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;

(b)    it is acquiring the Placing Shares for its own account or for an
account with respect to which it exercises sole investment discretion, and
that (unless it is a qualified institutional buyer as defined below) it and
any such account are acquiring the Placing Shares in an "offshore transaction"
in accordance with Regulation S under the US Securities Act of 1933, as
amended (the "Securities Act"); and

(c)    if it is a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, that any Placing Shares acquired 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
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in a member state of the EEA which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners (as defined
below) has been given to each such proposed offer or resale.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any State securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is unlawful.

The Placing Shares are being offered and sold outside the United States in
accordance with Regulation S under the Securities Act. Any offering to be made
in the United States will be made to a limited number of, qualified
institutional buyers (as defined in Rule 144A under the Securities Act),
pursuant to an exemption from registration under the Securities Act in a
transaction not involving any public offering or not subject to the
registration requirements under the US Securities Act.

The relevant clearances have not been, and nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; and the Placing
Shares have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of
Australia, Canada, Japan, Jersey or South Africa. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into the United States, Australia, Canada, Japan, Jersey, South Africa or
any other jurisdiction outside the United Kingdom.

This announcement has been issued by, and is the sole responsibility of, the
Company. 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 Joint Bookrunners or 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 party or its advisers, and any liability therefore
is expressly disclaimed.

Each of Citigroup Global Markets Limited, J.P. Morgan Securities plc and
Barclays Bank PLC is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for the Company and no-one else in connection
with the Placing and is not, and will not be, responsible to anyone (including
the Placees) other than the Company for providing the protection afforded to
its clients or for providing advice in relation to the Placing or the contents
of any documents relating to the Placing or any other matter referred to
therein.

None of the Joint Bookrunners make any representation to any Placees regarding
an investment in the securities referred to in this announcement. Each Placee
should consult its own advisers as to the legal, tax, business, financial and
related aspects of an investment in the Placing Shares.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the announcement of which it forms part should seek appropriate advice before
taking any action.

Details of the Placing Agreement and of the Placing Shares

Citigroup Global Markets Limited ("Citi"), J.P. Morgan Securities plc (which
conducts its UK investment banking business under the name J.P. Morgan
Cazenove) ("JPMC") and Barclays Bank PLC ("Barclays" and, together with Citi
and JPMC, the "Joint Bookrunners") and the Company have today entered into a
placing agreement (the "Placing Agreement") under which, on the terms and
subject to the conditions set out therein, the Joint Bookrunners have agreed
to use reasonable endeavours to procure placees (the "Placees") for up to
approximately 140.9 million new ordinary shares in the capital of the Company
of nominal value 25 pence each (the "Placing Shares") at a price determined
following completion of an accelerated bookbuild process (the "Placing"). In
accordance with the terms of the Placing Agreement and a subscription and
transfer agreement between the Company, Citi and a Jersey incorporated
subsidiary of the Company (the "Subscription and Transfer Agreement"), the
allotment and issue of the Placing Shares will be made by the Company to
Placees in consideration for the transfer to the Company of certain shares in
a Jersey incorporated subsidiary of the Company by Citi (acting on behalf of
itself and the other Joint Bookrunners).

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing ordinary shares of 25 pence each
in the capital of the Company (the "Ordinary Shares"), including the right to
receive all dividends and other distributions declared, made or paid in
respect of the Ordinary Shares after the date of admission of the Placing
Shares.

Application for listing and admission to trading

Application will be made to the Financial Conduct Authority (the "FCA") for
admission of the Placing Shares to the premium listing segment of the Official
List of the UK Listing Authority (the "Official List") and to the London Stock
Exchange plc for admission of the Placing Shares to trading on its main market
for listed securities (together, "Admission"). It is expected that Admission
will become effective on or around 2 September 2013 and that dealings in the
Placing Shares will commence at that time.

Bookbuild

1.The Joint Bookrunners will today commence the bookbuilding process to
    determine demand for participation in the Placing by Placees (the
    "Bookbuild"). 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 Joint Bookrunners shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their absolute discretion
following consultation with the Company, determine.

Participation in, and principal terms of, the Placing

1.Citi, JPMC and Barclays are acting as joint bookrunners and agents of the
    Company in connection with the Placing.

2.Participation in the Placing will only be available to persons who may
    lawfully be, and are, invited to participate by any of the Joint
    Bookrunners. Each of the Joint Bookrunners and their respective
    affiliates are entitled to enter bids in the Bookbuild as principal.

3.The Bookbuild will establish a single price payable to the Joint
    Bookrunners by all Placees whose bids are successful (the "Placing
    Price"). The Placing Price and the number of Placing Shares will be
    agreed between the Joint Bookrunners (in consultation with the Company)
    following completion of the Bookbuild and any discount to the market price
    of the Ordinary Shares will be determined in accordance with the Listing
    Rules of the FCA. The Placing Price and the number of Placing Shares to be
    issued will be announced on a Regulatory Information Service ("RIS")
    following the completion of the Bookbuild (the "Pricing Announcement"). 

4.To bid in the Bookbuild, Placees should communicate their bid by telephone
    to their usual sales contact at any of the Joint Bookrunners. Each bid
    should state the number of Placing Shares which the prospective Placee
    wishes to acquire at either the Placing Price which is ultimately
    established by the Company and the Joint Bookrunners or at prices up to a
    price limit specified in its bid. Bids may be scaled down by the Joint
    Bookrunners on the basis referred to in paragraph 8 below. 

5.A bid in the Bookbuild 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 Joint Bookrunner'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 Joint Bookrunner
    as principal, to pay it (or as such Joint Bookrunner 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. Each Placee's obligations will be owed to the Joint
    Bookrunners.

6.The Bookbuild is expected to close no later than 5 p.m. (London time) on
    30 August 2013 but may be closed earlier or later at the discretion of the
    Joint Bookrunners. The Joint Bookrunners may, in agreement with the
    Company, accept bids that are received after the Bookbuild has closed. 

7.Each prospective Placee's allocation will be agreed between the Joint
    Bookrunners (in consultation with the Company) and will be confirmed
    orally by one of the Joint Bookrunners (as agent for the Company)
    following the close of the Bookbuild and a trade confirmation will be
    despatched thereafter. This oral confirmation to such Placee will
    constitute an irrevocable legally binding commitment upon that person (who
    will at that point become a Placee) in favour of the Joint Bookrunners and
    the Company to acquire the number of Placing Shares allocated to it at the
    Placing Price on the terms and conditions set out in this Appendix and in
    accordance with the Company's articles of association. All obligations
    under the Bookbuild 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 "Right
    to terminate under the Placing Agreement". By participating in the
    Bookbuild, 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.

8.The Joint Bookrunners may choose to accept bids, either in whole or in
    part, on the basis of allocations determined in agreement with the Company
    and may scale down any bids for this purpose on such basis as they may
    determine. The Joint Bookrunners may also, notwithstanding paragraphs 4
    and 5 above and subject to prior consent of the Company (i) allocate
    Placing Shares after the time of any initial allocation to any person
    submitting a bid after that time and (ii) allocate Placing Shares after
    the Bookbuild has closed to any person submitting a bid after that time.
    The Company reserves the right (upon agreement with the Joint
    Bookrunners) to reduce or seek to increase the amount to be raised
    pursuant to the Placing, in its absolute discretion.

9.Irrespective of the time at which a Placee's allocation pursuant to the
    Placing is 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".

10.Except as required by law or regulation, no press release or other
    announcement will be made by the Joint Bookrunners 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. 

11.To the fullest extent permissible by law, none of the Joint Bookrunners
    nor any of their respective affiliates, agents, directors, officers or
    employees shall have any responsibility or liability to Placees (or to any
    other person whether acting on behalf of a Placee or otherwise). In
    particular, neither the Joint Bookrunners nor any of their respective
    affiliates, agents, directors, officers or employees shall have any
    liability (including to the fullest extent permissible by law, any
    fiduciary duties) in respect of the Joint Bookrunners' conduct of the
    Bookbuild or of such alternative method of effecting the Placing as the
    Joint Bookrunners and the Company may agree.

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 Joint Bookrunners under the Placing Agreement in respect of the Placing
Shares are conditional on, inter alia:

                      a.agreement being reached between the Company and the
                          Joint Bookrunners on the Placing Price and the
                          number of Placing Shares to be issued pursuant to
                          the Placing;

                      b.the representations and warranties of the Company
                          contained in the Placing Agreement being true and
                          accurate and not misleading on the date of the
                          Placing Agreement and at Admission (as if repeated
                          by reference to the facts and circumstances then
                          existing);

                      c.the Company complying with its obligations under the
                          Placing Agreement to the same extent the same fall
                          to be performed or satisfied prior to Admission;

                      d.Admission taking place by 8.00 a.m. (London time) on
                          2 September 2013 (or such later date as the Company
                          and the Joint Bookrunners may otherwise agree); and

                      e.the Company, allotting subject only to Admission,
                          the Placing Shares in accordance with the Placing
                          Agreement.

If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or, where permitted, waived by the
Joint Bookrunners by the time or date specified (or such later time and/or
date as the Company and the Joint Bookrunners may agree); or (ii) any of such
conditions become incapable of being satisfied; or (iii) the Placing Agreement
is terminated in the circumstances specified below, the Placing will not
proceed and the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each Placee agrees
that no claim can be made by the Placee in respect thereof. Any such
extension or waiver will not affect Placees' commitments as set out in this
announcement.

None of the Joint Bookrunners nor any of their respective affiliates, agents,
directors, officers or employees 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 they may make as to whether or not to waive or to extend the
time and/or the date for the satisfaction of any condition to the Placing nor
for any decision they 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
Joint Bookrunners.

Lock-up

The Company has agreed with the Joint Bookrunners that it will not, and will
procure that none of its subsidiaries will (save as required by law or the
rules or standards of the London Stock Exchange or the Listing Rules), without
the prior written consent of the Joint Bookrunners (such consent not to be
unreasonably withheld or delayed), for a period beginning on the date of this
announcement and ending 90 days later, (i) offer, pledge, sell, contract to
sell, grant any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend or
otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares
or other shares in the capital of the Company or any securities convertible
into or exchangeable for Ordinary Shares or other shares in the capital of the
Company or (ii) enter into any swap or other arrangement that transfers to
another, in whole or part, any of the economic consequences of ownership of
Ordinary Shares or other shares in the capital of the Company, whether any
such transaction described in (i) or (ii) above is to be settled by delivery
of Ordinary Shares or other shares in the capital of the Company or such other
securities, in cash or otherwise, provided that the foregoing shall not
prevent or restrict the grant of options under, or the allotment and issue of
shares pursuant to options or other rights under, any employee share schemes,
long term incentive plans, employee share options or bonus plans of the
Company (in accordance with its normal practice) or the cancellation of the
Company's treasury shares (if applicable).

Right to terminate under the Placing Agreement

The Joint Bookrunners are entitled, at their absolute discretion, at any time
before Admission to terminate the Placing Agreement by giving notice to the
Company if, amongst other things. (i) any of the Company's warranties,
representations or undertakings contained in the Placing Agreement are not or
cease to be true and accurate or have become misleading, in respect of a
matter which is material; or (ii) in the opinion of the Joint Bookrunners
(acting in good faith), there is a breach by the Company of its obligations
under the Placing Agreement, the Subscription and Transfer Agreement or the
option agreement entered into between the Joint Bookrunners and the Company to
give effect to the placing arrangements; or (iii) there has been a material
adverse change in the condition, financial, operational or otherwise, or in
the earnings, management, business affairs, business prospects or financial
prospects of the Company and its subsidiaries (taken as a whole), whether or
not arising in the ordinary course of business, since the date of the Placing
Agreement; or (iv) the occurrence of a force majeure event as specified in the
Placing Agreement which, in the opinion of the Joint Bookrunners, is of such
severity or magnitude as to make it impracticable or inadvisable to proceed
with the Placing.

Upon such notice being given, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations under or
pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint Bookrunners and
that they do not need to make any reference to Placees and that none of the
Joint Bookrunners shall have any liability to Placees whatsoever in connection
with any such exercise or failure so to exercise.

No Prospectus

No offering document or prospectus has been or will be submitted to be
approved by the FCA or submitted to the London Stock Exchange in relation to
the Placing and no such prospectus is required (in accordance with the
Prospectus Directive) to be published and Placees' commitments will be made
solely on the basis of the information contained in this announcement
(including this Appendix) released by the Company today and any information
publicly announced to a RIS by or on behalf of the Company prior to the date
of this announcement and subject to the further terms set forth in the
contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the
content of this announcement (including this Appendix) is exclusively the
responsibility of the Company and confirms that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company or any of the Joint Bookrunners or any other
person and none of the Company or any of the Joint Bookrunners nor any of
their respective affiliates will be liable for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received. 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 or limit
the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take
place within the system administered by Euroclear UK & Ireland Limited
("CREST"), subject to certain exceptions. The Joint Bookrunners and the
Company reserve the right to require settlement for and delivery of the
Placing Shares (or a portion thereof) to Placees in certificated form if
delivery or settlement is not possible or practicable within the CREST system
or would not be consistent with the regulatory requirements in the Placee's
jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent a contract note stating the number
of Placing Shares to be allocated to it at the Placing Price and settlement
instructions. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions that it has in place with the
Joint Bookrunners.

The Company will deliver the Placing Shares to a CREST account operated by
Citi as the Company's agents and Citi will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.

It is expected that settlement will be on 2 September 2013 on a delivery
versus payment 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 LIBOR as determined by the Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Joint Bookrunners' 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 below the aggregate amount owed
by it and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) or other similar taxes imposed in
any jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's 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, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. Placees shall not be entitled to receive any fee or commission in
connection with the Placing.

Representations and warranties and further terms

By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each Joint Bookrunner (in their
capacity as bookrunners and placing agents of the Company, in each case as a
fundamental term of their application for Placing Shares), the following:

                      f.it has read and understood this announcement,
                          including this Appendix, in its entirety and that
                          its acquisition of Placing Shares is subject to and
                          based upon all the terms, conditions,
                          representations, warranties, acknowledgements,
                          agreements and undertakings and other information
                          contained herein and undertakes not to redistribute
                          or duplicate this announcement;

                      g.that no offering document or prospectus has been or
                          will be prepared in connection with the Placing and
                          it has not received and will not receive a
                          prospectus or other offering document in connection
                          with the Bookbuild, the Placing or the Placing
                          Shares;

                      h.that the Ordinary Shares in the capital of the
                          Company are listed on the premium segment of the
                          Official List of the UK Listing Authority and
                          admitted to trading on the Main Market of the London
                          Stock Exchange, and that the Company is therefore
                          required to publish certain business and financial
                          information in accordance with the rules and
                          practices of the FCA and that it is able to obtain
                          or access such information, or comparable
                          information concerning any other publicly traded
                          company, in each case without undue difficulty;

                      i.that none of the Joint Bookrunners nor the Company
                          nor any of their respective affiliates, agents,
                          directors, officers or employees nor any person
                          acting on behalf of either of them has provided, and
                          none of them will provide, it with any material
                          regarding the Placing Shares or the Company or any
                          other person other than this announcement; nor has
                          it requested any of the Joint Bookrunners, the
                          Company, nor any of their respective affiliates or
                          any person acting on behalf of any of them to
                          provide it with any such information;

                      j.unless otherwise specifically agreed with the Joint
                          Bookrunners, that it is not and at the time the
                          Placing Shares are acquired, neither it nor the
                          beneficial owner of the Placing Shares will be, a
                          resident of Australia, Canada, Japan, Jersey or
                          South Africa and further acknowledges that the
                          Placing Shares have not been and will not be
                          registered under the securities legislation of the
                          United States, Australia, Canada, Japan, Jersey or
                          South Africa and, subject to certain exceptions, may
                          not be offered, sold, transferred, delivered or
                          distributed, directly or indirectly, in or into
                          those jurisdictions;

                      k.that:

                           i.it (i) is not within the United States, has not
                              been in the United States at the time of any
                              communication regarding the Placing Shares and
                              will not be within the United States at the time
                              that any buy order for Placing Shares is
                              originated by it or (ii) is a "qualified
                              institutional buyer" as defined in Rule 144A
                              under the Securities Act or (iii) is excluded
                              from the definition of "US person" under
                              paragraph (k)(2)(iv) of Rule 902 under the
                              Securities Act or is holding accounts excluded
                              from the definition of "US person" under
                              paragraph (k)(2)(i) of the Securities Act and is
                              acting solely in its capacity as holder of such
                              accounts;

                           ii.it is not within Australia, Canada, Japan,
                               South Africa, Jersey or any other jurisdiction
                               in which it is unlawful to make or accept an
                               offer to acquire the Placing Shares, and it
                               will not offer or sell such Placing Shares into
                               any such jurisdiction; 

                           iii.if it is located within the United States, it
                                is acquiring the Placing Shares for investment
                                for its own account (or the account of a
                                qualified institutional buyer as to which it
                                has full investment discretion) and not with a
                                view to any distribution of the Placing Shares
                                within the meaning of the Securities Act; and

                           iv.if it is located within the United States, it
                               understands that the Placing Shares have not
                               been registered under the Securities Act and
                               may not be reoffered, resold, pledged or
                               otherwise transferred except: (a) in an
                               offshore transaction complying with Regulation
                               S under the Securities Act; (b) in a private
                               placement to another qualified institutional
                               buyer under Rule 144A (if available); or (c)
                               pursuant to Rule 144 (if available) and that,
                               in each case, such offer, sale, pledge or
                               transfer must be made in accordance with any
                               applicable securities laws of any state of the
                               United States;

                      l.that the content of this announcement is exclusively
                          the responsibility of the Company and that none of
                          the Joint Bookrunners nor any of their respective
                          affiliates, agents, directors, officers or employees
                          nor any person acting on their behalf has or shall
                          have any liability for any information,
                          representation or statement contained in this
                          announcement or any information previously or
                          subsequently published by or on behalf of the
                          Company, including, without limitation, any
                          information required to be published by the Company
                          pursuant to applicable laws (the "Exchange
                          Information") 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 further represents, warrants
                          and agrees that the only information on which it is
                          entitled to rely and on which such Placee has relied
                          in committing itself to acquire the Placing Shares
                          is contained in this announcement and any
                          information previously published by the Company by
                          notification to a RIS, such information being all
                          that it deems necessary to make an investment
                          decision in respect of the Placing Shares and that
                          it has neither received nor relied on any other
                          information given or representations, warranties or
                          statements made by the Joint Bookrunners or the
                          Company and none of the Joint Bookrunners nor the
                          Company will be liable for any Placee's decision to
                          accept an invitation to participate in the Placing
                          based on any other information, representation,
                          warranty or statement. Each Placee further
                          acknowledges and agrees that it has relied on its
                          own investigation of the business, financial or
                          other position of the Company in deciding to
                          participate in the Placing. None of the Joint
                          Bookrunners, the Company nor any of their respective
                          affiliates has made any representations to it,
                          express or implied, with respect to the Company, the
                          Placing and the Placing Shares or the accuracy,
                          completeness or adequacy of the Exchange
                          Information, and each of them express disclaims any
                          liability in respect thereof. Nothing in this
                          paragraph or otherwise in this announcement excludes
                          the liability of any person for fraudulent
                          misrepresentation made by that person;

                      m.that it has complied with its obligations under the
                          Criminal Justice Act 1993, section 118 of the
                          Financial Services and Markets Act 2000 ("FSMA") and
                          in connection with money laundering and terrorist
                          financing under the Proceeds of Crime Act 2002 (as
                          amended), the Terrorism Act 2000, the Terrorism Act
                          2006, the Money Laundering Regulations 2007 (the
                          "Regulations") and the Money Laundering Sourcebook
                          of the FCA 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;

                      n.that it is acting as principal only in respect of
                          the Placing or, if it is acting for any other
                          person: (i) it is duly authorised to do so and has
                          full power to make the acknowledgments,
                          representations and agreements herein on behalf of
                          each such person; and (ii) it is and will remain
                          liable to the Company and/or the Joint Bookrunners
                          for the performance of all its obligations as a
                          Placee in respect of the Placing (regardless of the
                          fact that it is acting for another person);

                      o.if a financial intermediary, as that term is used in
                          Article 3(2) of the Prospectus Directive, that the
                          Placing Shares acquired 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 European Economic Area other than qualified
                          investors, or in circumstances in which the prior
                          consent of the Joint Bookrunners has been given to
                          the proposed offer or resale;

                      p.that it has not offered or sold and will not offer
                          or sell any Placing Shares to the public in any
                          member state of the European Economic Area except in
                          circumstances falling within Article 3(2) of the
                          Prospectus Directive which do not result in any
                          requirement for the publication of a prospectus
                          pursuant to Article 3 of that Directive;

                      q.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 FSMA) relating to the Placing Shares
                          in circumstances in which section 21(1) of FSMA does
                          not require approval of the communication by an
                          authorised person;

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

                      s.if in a Member State of the European Economic Area,
                          unless otherwise specifically agreed with the Joint
                          Bookrunners in writing, that it is a "qualified
                          investor" within the meaning of Article 2(1)(e) of
                          the Prospectus Directive; 

                      t.if in the United Kingdom, that it is a person (i)
                          having professional experience in matters relating
                          to investments who falls within the definition of
                          "investment professionals" in Article 19(5) of the
                          Financial Services and Markets Act 2000 (Financial
                          Promotion) Order 2005 (the "Order") or (ii) who
                          falls within Article 49(2)(a) to (d) ("High Net
                          Worth Companies, Unincorporated Associations, etc")
                          of the Order, or (iii) to whom this announcement may
                          otherwise lawfully be communicated;

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

                      v.that it and any person acting on its behalf is
                          entitled to acquire the Placing Shares under the
                          laws of all relevant jurisdictions which apply to it
                          and that it has fully observed such laws and
                          obtained all such governmental and other guarantees,
                          permits, authorisations, approvals and consents
                          which may be required thereunder and complied with
                          all necessary formalities and that it has not taken
                          any action or omitted to take any action which will
                          or may result in the Joint Bookrunners, the Company
                          or any of their respective directors, officers,
                          agents, employees or advisers acting in breach of
                          the legal or regulatory requirements of any
                          jurisdiction in connection with the Placing;

                      w.that it has all necessary capacity and has obtained
                          all necessary consents and authorities to enable it
                          to commit to its participation 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;

                      x.that it (and any person acting on its behalf) will
                          make payment for the Placing Shares allocated to it
                          in accordance with this Appendix on the due time and
                          date set out herein, failing which the relevant
                          Placing Shares may be placed with other persons or
                          sold as the Joint Bookrunners may in their absolute
                          discretion determine and without liability to such
                          Placee;

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

                      z.that the person whom it specifies for registration
                          as holder of the Placing Shares will be (i) itself
                          or (ii) its nominee, as the case may be. None of
                          the Joint Bookrunners nor the Company will be
                          responsible for any liability to stamp duty or stamp
                          duty reserve tax or other similar taxes resulting
                          from a failure to observe this requirement. Each
                          Placee and any person acting on behalf of such
                          Placee agrees to indemnify the Company and the Joint
                          Bookrunners in respect of the same on an after-tax
                          basis on the basis that the Placing Shares will be
                          allotted to the CREST stock account of Citi who will
                          hold them as nominee on behalf of such Placee until
                          settlement in accordance with its standing
                          settlement instructions;

                      a.that none of the Joint Bookrunners, nor any of their
                          respective affiliates, nor any person acting on
                          their behalf, is making any recommendations to it
                          or, 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 Joint Bookrunners and that none of the
                          Joint Bookrunners have any duties or
                          responsibilities to it for providing the protections
                          afforded to the Joint Bookrunners' respective
                          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; 

                      b.that in making any decision to acquire the Placing
                          Shares, it has knowledge and experience in
                          financial, business and international investment
                          matters as is required to evaluate the merits and
                          risks of subscribing for or purchasing the Placing
                          Shares. It further confirms that it is experienced
                          in investing in securities of this nature in this
                          sector and is aware that it may be required to bear,
                          and is able to bear, the economic risk of
                          participating in, and is able to sustain a complete
                          loss in connection with, the Placing. It further
                          confirms that it relied on its own examination and
                          due diligence of the Company and its associates
                          taken as a whole, and the terms of the Placing,
                          including the merits and risks involved, and not
                          upon any view expressed or information provided by
                          or on behalf of the Joint Bookrunners;

                      c.that in connection with the Placing, the Joint
                          Bookrunners and any of their respective affiliates
                          acting as an investor for its own account may take
                          up Placing Shares in the Company and in that
                          capacity may retain, purchase or sell for its own
                          account such Placing Shares in the Company and any
                          securities of the Company or related investments and
                          may offer or sell such securities or other
                          investments otherwise than in connection with the
                          Placing. None of the Joint Bookrunners intend to
                          disclose the extent of any such investment or
                          transactions otherwise than in accordance with any
                          legal or regulatory obligation to do so; 

                      d.that these terms and conditions and any agreements
                          entered into by it pursuant to these terms and
                          conditions and any non-contractual obligations
                          arising out of or in connection with such agreements
                          shall be governed by and construed in accordance
                          with the laws of England and Wales 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 English courts 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
                          the Joint Bookrunners 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;

                      e.that the Company, each of the Joint Bookrunners and
                          their respective affiliates and others will rely
                          upon the truth and accuracy of the representations,
                          warranties and acknowledgements set forth herein and
                          which are given to each of the Joint Bookrunners on
                          their own behalf and on behalf of the Company and
                          are irrevocable and it irrevocably authorises the
                          Company and the Joint Bookrunners to produce this
                          announcement, pursuant to, in connection with, or as
                          may be required by any applicable law or regulation,
                          administrative or legal proceeding or official
                          inquiry with respect to the matters set forth
                          herein; 

                      f.that it will indemnify on an after-tax basis and
                          hold the Company and each of the Joint Bookrunners
                          and 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 in this Appendix and
                          further agrees that the provisions of this Appendix
                          shall survive after completion of the Placing;

                      g.represents and warrants that it has neither received
                          nor relied on any inside information concerning the
                          Company in accepting the invitation to participate
                          in the Placing; and

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

The foregoing representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Joint Bookrunners and are
irrevocable. Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither the Company nor any of the Joint Bookrunners owes
any fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement.

By participating in the Placing, each Placee (and any person acting on the
Placee's behalf) subscribing for Placing Shares acknowledges that the Placing
Shares have not been and will not be registered under the Securities Act and
that the Placing Shares are being offered and sold only (i) to "qualified
institutional buyers" as defined in, and on reliance on, Rule 144A under the
Securities Act or (ii) pursuant to Regulation S under the Securities Act in an
"offshore transaction" as defined in Regulation S under the Securities Act.

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 relates only to their allotment and
issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question. Such agreement also
assumes that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax or other similar taxes may be payable, for which
neither the Company nor the Joint Bookrunners will be responsible and the
Placees shall indemnify the Company and the Joint Bookrunners on an after-tax
basis for any stamp duty or stamp duty reserve tax paid by them in respect of
any such arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify the Joint Bookrunners accordingly.

The Company and the Joint Bookrunners are not liable to bear any transfer
taxes that arise on a sale of Placing Shares subsequent to their acquisition
by Placees or for transfer taxes arising otherwise than under the laws of the
United Kingdom. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises and notify the Joint
Bookrunners accordingly. Furthermore, each Placee agrees to indemnify on an
after-tax basis and hold each of the Joint Bookrunners and/or the Company and
their respective affiliates harmless from any and all interest, fines or
penalties in relation to stamp duty, stamp duty reserve tax and all other
similar duties or taxes to the extent that such interest, fines or penalties
arise from the unreasonable default or delay of that Placee or its agent.

Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that the Joint Bookrunners or any of their respective affiliates may,
at their absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the
Joint Bookrunners, any money held in an account with any of the Joint
Bookrunners 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 FCA made under 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 the relevant Joint
Bookrunner's money in accordance with the client money rules and will be used
by the relevant Joint Bookrunner in the course of its own business; and the
Placee will rank only as a general creditor of the relevant Joint Bookrunner.

All times and dates in this announcement may be subject to amendment by the
Joint Bookrunners (in their absolute discretion). The Joint Bookrunners shall
notify the Placees and any person acting on behalf of the Placees of any
changes.

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Source: G4S plc UK DK via Thomson Reuters ONE
HUG#1725223
 
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