Acquisition, Issue of Equity

8th Feb 2007 07:02

Galliford Try PLC08 February 2007 THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATIONOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION ORDISTRIBUTION IS UNLAWFUL 8 February 2007 Galliford Try plc ("Galliford Try" or "the Company") Proposed Acquisition of Linden Holdings PLC and Proposed Placing and Open Offer of 100,230,056 New Ordinary Shares at 150 pence per share Summary • Galliford Try has today made recommended offers to acquire the entire issued share capital of Linden Holdings PLC for approximately £108.5 million in cash, and will also assume Linden's net indebtedness estimated at £136 million at 31 December 2006. • Linden is a UK housebuilder specialising in urban regeneration projects and the construction of dwellings on brownfield sites focused in Southern England. As at 31 December 2006, Linden held a landbank of 4,809 plots of owned or controlled land, representing four years of production at the rate of sales of approximately 1,200 units achieved in 2006. • For the year ended 31 December 2005 Linden completed the sale of 1,100 homes, and reported turnover of £276 million, EBIT of £30 million, gross assets of £269 million and net assets of £47 million. • Galliford Try also announces that it proposes to raise £150.3 million by way of a Placing and Open Offer of 100,230,056 New Ordinary Shares at an offer price of 150 pence. • The Placing and Open Offer has been fully underwritten by KBC Peel Hunt. Reasons for and benefits of the Acquisition • Galliford Try's strategy is to expand its successful housebuilding division through organic growth in its existing areas of operation, and through expansion into adjacent geographical locations on terms that satisfy the Company's investment criteria. • Linden's housebuilding operations overlap and complement those of Galliford Try in the South East of England and it has regional businesses in the South of England. The combination of Galliford Try and Linden will therefore create a housebuilding business with significant operations covering the entire region from the West Country to Lincolnshire. • The Linden business is being acquired with a good quality land bank, comprising some significant and well located sites. Galliford Try estimates that as a result of the Acquisition, the enlarged housebuilding division will be capable of producing 3,000 units per annum with further growth potential, which would place it amongst the top 10 listed housebuilders in the UK. • Linden has a well-recognised brand and is acknowledged as a quality housebuilder within the industry and by customers, having been awarded Housebuilder of the Year for the last two years by Building Magazine and top ratings in recent customer service reviews by the House Builders Federation and the National Housebuilding Council. Galliford Try believes the management team at Linden has developed a strong business in recent years. Substantially all of the senior management below Philip Davies, Chief Executive, will remain in the business and will continue in similar roles within the Enlarged Group. • Galliford Try believes the financial benefits of the Acquisition will be derived from (a) cutting Head Office and other duplicated costs, (b) better penetration with landowners, (c) adoption of best practice within two successful housebuilding businesses and (d) better buying terms for labour and building materials. Galliford Try estimates that identified cost savings will amount to £2.5 million* in the first full year of acquisition at a one-off cost of approximately £1.8 million. Galliford Try believes that further financial benefits will accrue in future years. • The Acquisition is expected to enhance Galliford Try's earnings per share in the first full year of acquisition, the year ending 30 June 2008**. • Galliford Try also believes that the operating margins that can be generated from the Linden business will exceed those historically earned by Linden, which have averaged 10.9 per cent. in the three years ended 31 December 2005**. Commenting on the Acquisition, David Calverley, Chairman of Galliford Try, saidtoday: "We are delighted to announce the acquisition of Linden, which willsignificantly expand our housebuilding operations. The acquisition of Lindenwill firmly establish the enlarged Galliford Try Group in the top ten of listedUK housebuilders with a presence from the West Country to Lincolnshire and thecritical mass to compete with national housebuilders across the region. Webelieve the deal will create significant value for shareholders as the twobusinesses are highly complementary - both being regional, non-volumehousebuilders with expertise in developing brownfield sites and a reputation forexcellence within the industry and with customers. We anticipate the deal willbe earnings enhancing in the first full year of acquisition". Commenting on the Acquisition, Andrew Sells, Chairman of Linden, said today: "We are delighted to have agreed an offer with Galliford Try. Galliford Try'soffer gives our shareholders excellent value, at a substantial premium to netasset value. Galliford Try is a good partner to take the Linden business forwardand the combined business should offer exciting opportunities for Lindenemployees. We also believe that the combined business will benefit fromGalliford Try's proven track record for integrating acquisitions and operationalexcellence." "I would also like to take this opportunity to pay tribute, on behalf of theLinden board and its employees, to the enormous contribution that Philip Davieshas made to the business since it was founded in 1991." This summary should be read in conjunction with the full text of the followingannouncement. Appendix 1 contains the definitions of certain terms used in this summary andthe full announcement. Enquiries: Galliford Try plcGreg Fitzgerald, Chief Executive +44 (0) 18 9585 5220Frank Nelson, Finance Director +44 (0) 18 9585 5221 PricewaterhouseCoopers LLP (Financial Adviser)Gerry Young +44 (0) 20 7583 5000Ruben Baskaran +44 (0) 20 7583 5000 KBC Peel Hunt Ltd (Broker and Underwriter)Simon Hayes +44 (0) 20 7418 8900Julian Blunt +44 (0) 20 7418 8900 Bell Pottinger Corporate & Financial (PR adviser)Ann-marie Wilkinson +44 (0) 20 7861 3932Geoff Callow +44 (0) 20 7861 3877 Linden Holdings PLCAndrew Sells, Chairman +44 (0)20 7233 2133 N M Rothschild & Sons LtdAlex Midgen +44 (0)20 7280 5000Kevin Ramsden +44 (0)20 7280 5000 A presentation for sell-side analysts will be held at 9.30 a.m. this morning atthe offices of Bell Pottinger Corporate & Financial, 6th Floor, Holborn Gate,330 High Holborn, London WC1V 7QD. Please call Helen Tarbet on 020 7861 3888 toconfirm attendance. * The expected operational cost savings of £2.5 million have been calculated onthe basis of the existing cost and operating structures of Galliford Try andLinden. These statements of estimated cost savings and one-off costs forachieving them relate to future actions and circumstances which, by theirnature, involve risks, uncertainties and other factors. Because of this, thecost savings referred to may not be achieved, or those achieved could bematerially different from those estimated. This statement is not intended to bea profit forecast and should not be interpreted to mean that the earnings pershare in the year ending 30 June 2008 or in any subsequent financial period,would necessarily match or be greater than those for the relevant precedingfinancial period. ** The statements that the Acquisition is expected to be earnings enhancing forGalliford Try in the first full financial year of acquisition and that GallifordTry believes that operating margins that can be generated from the Lindenbusiness will exceed those historically earned by Linden relate to futureactions and circumstances, which, by their nature, involve risks, uncertaintiesand other factors. These statements do not constitute a profit forecast andshould not be interpreted to mean that earnings for any future financial periodwould necessarily match or be greater than those for any preceding financialperiod. Earnings in this context represent net after tax earnings on an IFRSbasis, excluding the amortisation of intangible assets and any exceptionalitems. PricewaterhouseCoopers LLP, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority for designated investment business,is acting exclusively for Galliford Try plc and for no one else in relation tothe Acquisition and the Placing and Open Offer and will not be responsible toanyone other than Galliford Try plc for providing the protections afforded toclients of PricewaterhouseCoopers LLP or for giving advice in relation to theAcquisition, the Placing and Open Offer, or any other matter referred to in thisannouncement. KBC Peel Hunt Ltd, which is regulated in the United Kingdom by the FinancialServices Authority, is acting as corporate broker to Galliford Try plc inrelation to the Placing and Open Offer and is not acting for any other personand will not be responsible to any other person for providing the protectionsafforded to customers of KBC Peel Hunt Ltd nor for advising them on the contentsof this announcement or any other matter referred to in this announcement. NM Rothschild & Sons Limited, which is regulated and authorised by the FinancialServices Authority in the United Kingdom, is acting for Linden and no-one elsein connection with the Offer and will not be responsible to anyone other thanLinden for providing the protections afforded to the clients of NM Rothschild &Sons Limited nor for providing advice in relation to the Offer. This announcement does not constitute an offer to sell or issue or asolicitation of an offer to buy or subscribe for New Ordinary Shares in anyjurisdiction, including, without limitation, the United Kingdom, the UnitedStates or any of the other Excluded Territories. Any purchase of or applicationfor shares under or in connection with the Placing and Open Offer should only bemade on the basis of information contained in the Prospectus to be published inconnection with the Acquisition and the Placing and Open Offer and anysupplement thereto. The distribution of this announcement and the Placing and issue of the NewOrdinary Shares in certain jurisdictions may be restricted by law. Persons towhose attention this announcement has been drawn are required by the Company,PricewaterhouseCoopers LLP and KBC Peel Hunt Ltd to inform themselves about andto observe any such restrictions. Any failure to comply with these restrictionsmay constitute a violation of the securities laws of any such jurisdiction. This announcement and the information contained herein are not for publicationor distribution, directly or indirectly, in or into the United States,Australia, Canada or Japan or any jurisdiction in which such publication ordistribution is unlawful. This announcement (including the terms and conditions set out herein) does notconstitute an offer of securities for sale in the United States or any of theother Excluded Territories and none of the New Ordinary Shares have been or willbe registered under the United States Securities Act of 1933, as amended (the"Securities Act") or under the securities laws of any state of the United Statesor qualified for distribution under any of the relevant securities laws ofCanada or Japan nor has any prospectus in relation to the New Ordinary Sharesbeen lodged with or registered by the Australian Securities and InvestmentsCommission. The New Ordinary Shares may not be offered, sold, resold ordelivered, directly or indirectly, in or into the United States or any otherExcluded Territories absent an applicable exemption, or to, or for the accountor benefit of, US persons (as such term is defined in Regulation S under theSecurities Act) or to any national, resident or citizen of any other ExcludedTerritory. The New Ordinary Shares have not been approved or disapproved by the UnitedStates Securities and Exchange Commission, any state securities commission inthe United States or any other United States regulatory authority, nor have anyof the foregoing authorities passed upon or endorsed the merits of the offer ofthe New Ordinary Shares or the accuracy or adequacy of the Prospectus or thisannouncement. Any representation to the contrary is a criminal offence in theUnited States. Certain statements in this announcement are forward looking statements. By theirnature, forward looking statements involve a number of risks, uncertainties andassumptions because they relate to events and/or depend on circumstances thatmay or may not occur in the future and could cause actual results to differmaterially from those expressed in, or implied by, the forward lookingstatements. These include, among other factors: the Group's ability to obtaincapital/additional finance; a reduction in demand by customers; the limitationsof the Group's internal financial controls; an increase in competition; anunexpected decline in turnover; legislative, fiscal and regulatory developmentsincluding, but not limited to, changes in environmental and safety regulations;currency and interest rate fluctuations and the introduction of IFRS. These andother factors could adversely affect the outcome and financial effects of theplans and events described herein. Forward looking statements contained in thisannouncement based on past trends or activities should not be taken as arepresentation that such trends or activities will continue in the future.Subject to any requirement under the Listing Rules of the UK Listing Authority,neither the Company nor PricewaterhouseCoopers LLP nor KBC Peel Hunt Ltdundertakes any obligation to update or revise any forward looking statements,whether as a result of new information, future events or otherwise. You shouldnot place undue reliance on forward looking statements, which speak only as ofthe date of this announcement. Embargoed for release at 07.00 a.m. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATIONOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION ORDISTRIBUTION IS UNLAWFUL 8 February 2007 Galliford Try plc ("Galliford Try" or "the Company") Proposed Acquisition of Linden Holdings PLC and Proposed Placing and Open Offerof 100,230,056 New Ordinary Shares at 150 pence per share 1. Introduction The boards of Galliford Try and Linden have agreed the terms of recommended cashoffers to be made by Galliford Try for the issued share capital of Linden (''theOffer''). Shareholders representing 93.3 per cent. of the issued share capitalof Linden have irrevocably committed to accept the Offer. The Offer values the issued share capital of Linden at £108.5 million, and uponCompletion of the Offer, Galliford Try will also assume the net indebtedness ofLinden estimated at £136 million at 31 December 2006. Linden is a UK housebuilder specialising in urban regeneration projects and theconstruction of dwellings on brownfield sites. Linden has a geographical focuson the South of England. As at 31 December 2006, Linden held a landbank of 4,809plots of owned or controlled land, representing four years of production at therate of sales of approximately 1,200 units achieved in 2006. Linden had alsoagreed terms with vendors for a further 975 plots of land and held or controlleda further 835 acres of strategic land. In order to finance the Acquisition, the Company proposes to raise £150.3million by way of: (i) an Open Offer of 50,230,056 New Ordinary Shares(representing 13.3 per cent. of the Enlarged Share Capital) to raise £75.3million; and (ii) a placing of 50,000,000 New Ordinary Shares (representing 13.3per cent. of the Enlarged Share Capital) to raise £75.0 million. Qualifying Shareholders can apply for Open Offer Shares on the basis of 2 OpenOffer Shares for every 11 Existing Ordinary Shares held. The Placing Shares andthe Open Offer Shares will be placed conditionally by KBC Peel Hunt withinstitutional and other investors at the Open Offer Price of 150 pence pershare, the Open Offer Shares being subject to clawback to satisfy validapplications by Qualifying Shareholders under the Open Offer. The Placing andOpen Offer has been fully underwritten by KBC Peel Hunt. Due to the size of the Acquisition, it is conditional upon the approval ofShareholders at the Extraordinary General Meeting. Shareholder approval is alsobeing sought to implement the Placing and Open Offer. 2. Information on Linden Background Founded in 1991, Linden is an established specialist housebuilder in the Southof England, focusing on developing brownfield sites. Over 95 per cent. ofLinden's developments are on brownfield sites, with a mix of sites ranging fromfewer than 30 homes to several sites in excess of 200 units. These sites areresidential, mixed use developments and mainly new-build properties with alimited number of conversions. The finished homes cover the full range of homes:houses, apartments, penthouses and including some retail and small office unitson mixed use sites. Linden targets a broad range of the homes market fromstarter homes and affordable homes to family and executive homes. There has beena gradual increase in the proportion of affordable housing relative to privatehousing and an increase in the proportion of apartments relative to houses inLinden's sales mix over the past three years. As at 31 December 2006, Linden held a landbank of 4,809 plots of owned orcontracted land, representing four years of production at the rate of sales ofapproximately 1,200 units achieved in 2006. Linden's four largest developmentsites are in Aldershot (390 units), St. Albans (365 units), Redhill (357 units)and Chippenham (256 units). Linden has also agreed terms with vendors for a further 975 plots of land, whichGalliford Try believes will be developed within the next four years, and afurther 835 acres of strategic land, which has longer term development potentialsubject to planning consents. The strategic land is focused on a limited numberof sites, some in partnership with other leading housebuilders. Linden has its head office in Caterham, Surrey and operates through fourregional offices: Chiltern (Harefield), South East (Caterham), Southern(Southampton) and Western (Bristol). Linden was floated on the London Stock Exchange's main market for listedsecurities in December 1996 and was delisted in connection with a managementbuy-out backed by the Bank of Scotland in November 2000. Philip Davies, founderand current Chief Executive, will stand down as a director of Linden followingcompletion of the Acquisition. Summary financial information Summary financial information relating to Linden for the three years ended 31December 2005 is set out below: Year ended Year ended Year ended 31 December 2003 31 December 2004 31 December 2005 £ million £ million £ million Units completed 1,048 units 1,018 units 1,100 unitsContinuing operations:Revenue 199.2 185.1 275.7Group operating profit 21.2 20.6 30.7Share of post tax profits/(losses) from joint 1.3 2.8 (0.4)venturesProfit before finance costs and tax 22.5 23.4 30.2Operating Profit Margin 10.6% 11.1% 11.1%Net assets 31.0 34.8 47.1 Note: Units completed include 100% of units completed by Linden's 50% jointventure companies comprising 221 units, 165 units and nil units respectively inthe three years ended 31 December 2005 and include units completed bydiscontinued operations (Linden Homes North West Limited) of 105 units, 92 unitsand 15 units respectively in the three years ended 31 December 2005. Revenue andgroup operating profit exclude any contribution from joint ventures anddiscontinued operations. Share of post tax profits/(losses) from joint venturesrepresents Linden's 50% share of the post tax profits/(losses) from jointventures. Further financial information relating to Linden will be set out in theProspectus to be published and sent to Shareholders shortly. Current trading In the year to 31 December 2006, Linden has traded satisfactorily and completedthe sale of 1,198 units (inclusive of 46 units completed by joint venturecompanies), 9 per cent. higher than the previous financial year. The company hasbenefited from good market conditions in the new homes market in the South ofEngland and from the implementation of a cost reduction programme, which areexpected to have had a beneficial impact on Linden's operating profit margins in2006. Linden's completions in 2007 to date and its current order book are inline with the directors of Linden's expectations. 3. Principal terms of the Acquisition The Offer Linden is a public limited company with a large number of employee shareholdersand is, therefore, subject to the City Code despite the fact that its shares arenot listed or traded on any stock exchange. The acquisition of Linden istherefore being effected through recommended offers to Linden Shareholders forthe "A" shares and "B" shares in Linden. The principal terms of the Offer areset out in the Offer Document to be sent to Linden shareholders today. Under the terms of the Offer, Linden shareholders will be entitled to £10.58 incash (Initial Consideration) and £1.43 in Deferred Consideration for each sharein Linden. A bank guaranteed Loan Note Alternative is also being made availablein respect of the Initial Consideration. The total consideration payable under the Offer of £12.01 per Linden Sharevalues the issued share capital of Linden at £108.5 million. Of thisconsideration, £12.92 million is Deferred Consideration and will become payablebetween 6 to 36 months from Completion subject to: (a) the grant of planningconsent on certain Linden sites in respect of £5.96 million of the DeferredConsideration; and (b) the absence of claims under the warranty statementscontained in the Implementation Agreement in respect of £6.96 million of theDeferred Consideration. Each of the Deferred Consideration Loan Notes will bebank guaranteed. Further information on the terms and conditions of the Offer are shown inAppendix 2 and will also be set out in the Offer Document to be published andsent to Linden shareholders shortly. Irrevocable undertakings to accept the Offer Shareholders of Linden representing 89.7 per cent. of the "A" Shares in issueand 100 per cent. of the "B" Shares in issue in Linden, representing in total93.3 per cent. of the issued share capital of Linden, have irrevocablyundertaken to accept the Offer. These undertakings remain binding in the eventof a competing offer. Further information on these undertakings is shown inAppendix 3. Cash Confirmation Galliford Try will fund the aggregate consideration payable under the Offerthrough the Placing and Open Offer. PricewaterhouseCoopers LLP, as financialadviser to Galliford Try, and Galliford Try are satisfied that sufficientresources are available to satisfy in full the consideration payable to Lindenshareholders under the terms of the Offer. 4. Background to and reasons for the Acquisition and financialeffects of the Acquisition (a) Strategic fit Galliford Try's strategy is to expand its successful housebuilding divisionthrough organic growth in its existing areas of operation, and through expansioninto adjacent geographical locations on terms that satisfy the Company'sinvestment criteria. Linden's housebuilding operations overlap with those of Galliford Try in theSouth East of England, a region which has attractive long-term economicfundamentals supporting the new homes market. The combination of Galliford Tryand Linden's business in this region will create an enlarged regional businesswith critical mass to exploit additional opportunities and compete moreeffectively with national housebuilders to acquire larger sites in the region.In addition, Linden has strong regional businesses in the South of Englandcentred on Southampton and Bristol, an area between Galliford Try's South Eastand West Country operations that has specifically been targeted by Galliford Tryfor expansion. The combination of Galliford Try and Linden will therefore createa housebuilding business with significant operations covering the entire regionfrom the West Country to Lincolnshire. Linden's management culture and operations are also complementary to those ofGalliford Try, being a regional, non-volume housebuilder with expertise indeveloping brownfield sites and in the affordable housing sector. Linden has a well-recognised brand and is acknowledged as a quality housebuilderwithin the industry and by customers, having been awarded Housebuilder of theYear for the last two years by Building Magazine and top ratings in recentcustomer service reviews by the House Builders Federation and the National HouseBuilding Council. Galliford Try believes the management team at Linden hasdeveloped a strong business in recent years. Substantially all of the seniormanagement below Philip Davies will remain in the business and will continue insimilar roles within the Enlarged Group. The Linden business is being acquired with a good quality land bank, comprisingsome significant and well located sites. Galliford Try estimates that as aresult of the Acquisition, its enlarged housebuilding division will be capableof producing 3,000 units per annum with further growth potential, which wouldplace it amongst the top 10 listed housebuilders in the UK. (b) Financial benefits and effects Galliford Try believes the financial benefits of the Acquisition will be derivedfrom (a) cutting Head Office and other duplicated costs, (b) better penetrationwith landowners, such as English Partnerships, as a result of greater criticalmass and wider geographic representation, which should increase site acquisitionopportunities (c) adoption of best practice within two successful housebuildingbusinesses and (d) better buying terms for labour and building materials.Galliford Try estimates that identified cost savings will amount to £2.5million(1) in the first full year of acquisition at a one-off costof approximately £1.8 million. Galliford Try believes that further financial benefits will accrue in future years. --------------------------(1) The expected operational cost savings of £2.5 million have been calculatedon the basis of the existing cost and operating structures of Galliford Try andLinden. These statements of estimated cost savings and one-off costs forachieving them relate to future actions and circumstances which, by theirnature, involve risks, uncertainties and other factors. Because of this, thecost savings referred to may not be achieved, or those achieved could bematerially different from those estimated. This statement is not intended to bea profit forecast and should not be interpreted to mean that the earnings pershare in the year ending 30 June 2008 or in any subsequent financial period,would necessarily match or be greater than those for the relevant precedingfinancial period. The Acquisition is expected to enhance Galliford Try's earnings per share in thefirst full year of acquisition, the year ending 30 June 2008(2). In addition,Galliford Try believes that the return on the investment in Linden will exceedthe Company's weighted average cost of capital. Galliford Try also believes that the operating margins that can be generatedfrom the Linden business will exceed those historically earned by Linden, whichhave averaged 10.9 per cent. in the three years ended 31 December 2005(2). Galliford Try expects that the surplus of the Offer consideration over thetangible net assets of Linden will amount to approximately £65 million, of whicha proportion will be allocated to the fair value of Linden's landbank with thebalance held as goodwill and intangibles representing the on-going value of theLinden brand and its regional infrastructure. 5. Reasons for the Placing and Open Offer In March 2006, Galliford Try raised £47 million of equity finance (net ofexpenses) through a placing and open offer at 107p per share to fund the £42million acquisition of the Morrison Construction Division, to provide additionalequity funding to the Group following the £67 million acquisition of Chartdalein February 2006 and to provide additional working capital for the Group asenlarged by such acquisitions. The Placing and Open Offer being undertaken in connection with the Acquisitionis expected to raise approximately £144.3 million (net of expenses). The netproceeds are being applied to: • fund the Offer for Linden and related transaction costs; and • provide additional working capital for the Enlarged Group's operations. The Linden business is being acquired with its existing net indebtedness, whichis estimated at £136 million at 31 December 2006 but is subject to seasonalpeaks during periods of inventory build up. Linden's indebtedness is beingrefinanced principally from Galliford Try's bank facilities, which have beenextended to £450 million. Galliford Try believes that interest payable by the Galliford Try Group willcontinue to be no less than four times covered by earnings before interest, tax,depreciation and amortisation (on an IFRS basis) after taking into account theeffect of the Acquisition and the associated debt and equity fundraising. 6. Details of the Placing and Open Offer The Company is proposing to raise approximately £144.3 million net of expensesby way of a pre-emptive offering, being the Open Offer, and a non pre-emptiveplacing. In order to facilitate the introduction of new institutional investorscapable of supporting the long-term development of the Company as shareholdersin Galliford Try, the size of the placing has been set at 50,000,000 NewOrdinary Shares, representing 18.1 per cent. of the Company's existing issuedshare capital. Under the terms of the Placing Agreement, KBC Peel Hunt will conditionally placethe Placing Shares and the Open Offer Shares at the Open Offer Price of 150pence per share (representing a discount of 4.2 per cent. to the Company's shareprice on 7 February 2007, the day before this announcement). The Open OfferShares will be subject to clawback to satisfy valid applications from QualifyingShareholders under the Open Offer. The Placing and Open Offer has been fullyunderwritten by KBC Peel Hunt. ------------------(2) The statements that the Acquisition is expected to be earnings enhancing forGalliford Try in the first full financial year of acquisition and that GallifordTry believes that operating margins that can be generated from the Lindenbusiness will exceed those historically earned by Linden relate to futureactions and circumstances, which, by their nature, involve risks, uncertaintiesand other factors. These statements do not constitute a profit forecast andshould not be interpreted to mean that earnings for any future financial periodwould necessarily match or be greater than those for any preceding financialperiod. Earnings in this context represent net after tax earnings on an IFRSbasis, excluding the amortisation of intangible assets and any exceptionalitems. The Open Offer Shares The Open Offer Shares represent 50.1 per cent. of the New Ordinary Shares. TheOpen Offer Shares will be conditionally placed by KBC Peel Hunt withinstitutional and other investors subject to clawback to satisfy validapplications from Qualifying Shareholders under the Open Offer. Qualifying Shareholders are being given the opportunity to subscribe under theOpen Offer for Open Offer Shares at the Open Offer Price payable in full onapplication and free of expenses, pro rata to their existing shareholdings, onthe following basis: 2 Open Offer Shares for every 11 Existing Ordinary Shares held by them and registered in their names on the Record Date and so inproportion to any other number of Existing Ordinary Shares then held, roundeddown to the nearest whole number of Open Offer Shares. Qualifying Shareholders may apply for any whole number of Open Offer Shares upto and in excess of their entitlements as indicated on the Application Formsthough excess applications may not be met in full. Excess applications will besatisfied only to the extent that corresponding applications by other QualifyingShareholders are not made or are made for less than their Open OfferEntitlements. If there is an oversubscription resulting from excessapplications, allocations in respect of such excess applications will be scaleddown and made pro rata to the number of excess Open Offer Shares applied for orotherwise at the absolute discretion of the Company. Qualifying Shareholders should note that the Open Offer is not a rights issueand that Open Offer Shares not applied for under the Open Offer will not be soldin the market for the benefit of Qualifying Shareholders who do not apply underthe Open Offer. Open Offer Entitlements are not transferable unless to satisfy abona fide market claim and the Application Forms, not being documents of title,cannot be traded. Further details of the Open Offer and the terms and conditions on which it isbeing made, including the procedure for application and payment, will be set outin the Prospectus to be published and sent to Shareholders shortly. The Placing Shares The Placing Shares, which represent approximately 49.9 per cent. of the NewOrdinary Shares, will be placed firm by KBC Peel Hunt at the Open Offer Pricewith institutional and other investors, conditional, inter alia, upon Admission.The Placing Shares will not be subject to clawback from Qualifying Shareholders. General The full terms and conditions of the Placing are set out in Appendix 4. The Placing Shares and the Open Offer Shares will, when issued and fully paid,rank pari passu in all respects with the Existing Ordinary Shares, save that thePlacing Shares and the Open Offer Shares will not be eligible for the interimdividend of 0.8p per Ordinary Share in respect of the six month period ended 31December 2006 payable to Shareholders on the register at 2 March 2007. Applications will be made to the Financial Services Authority for the NewOrdinary Shares to be admitted to the Official List and to the London StockExchange for the New Ordinary Shares to be admitted to trading on the LondonStock Exchange's main market for listed securities. It is expected thatAdmission will become effective and dealings in the Placing Shares and the OpenOffer Shares will commence on 6 March 2007. The Open Offer is not being made to certain Overseas Shareholders. The Placingand Open Offer is conditional, inter alia, upon the following: • the passing of the Resolutions; • the Offer becoming unconditional in all respects (other than in respect of any condition relating to Admission); • Admission becoming effective on or before 8.00 a.m. on 6 March 2007 (or such later date and/or time as the Company and KBC Peel Hunt Ltd may agree, being no later than 3.00 p.m. on 30 March 2007); and • the Placing Agreement having become unconditional in all other respects and not having been terminated in accordance with its terms prior to Admission. Application has been made for the Open Offer Entitlements of Qualifying CRESTShareholders to be admitted to CREST. It is expected that such Open OfferEntitlements will be admitted to CREST on 9 February 2007. The Open OfferEntitlements will also be enabled for settlement in CREST on 9 February 2007.Applications through the CREST system will only be made in respect of theQualifying CREST Shareholder originally entitled or by a person entitled byvirtue of bona fide market claims. If the conditions of the Placing Agreement, as detailed in Appendix 4, are notfulfilled or (where capable of waiver) waived on or before 8.00 a.m. on 6 March2007 (or such later time and date as the Company and KBC Peel Hunt Ltd may agreebeing not later than 3.00 p.m. on 30 March 2007), the Placing and Open Offerwill not become unconditional and application monies will be returned toapplicants, without interest, as soon as practicable thereafter. 7. Current trading and prospects Galliford Try announced today in a separate announcement its unaudited interimresults for the six months to 31 December 2006. The Company reported a 63%increase in revenue to £606.8 million (2005: £372.2 million), a 46% increase inoperating profit to £23.6 million (2005: £16.2 million), a 48% increase inpre-tax profit (before exceptional items) to £20.7 million (2005: £14.0 million)and a 20% increase in earnings per share (before exceptional items) to 5.3 penceper share (2005: 4.4 pence per share). £10.6 million of cash was generated fromoperating activities during the period, resulting in a cash balance at 31December 2006 of £26.6 million. Since 1 January 2006 Linden has traded satisfactorily and has benefited fromgood market conditions in the new homes market in the South of England. The Directors are confident of the financial and trading prospects of theEnlarged Group due both to the encouraging state of the order book in GallifordTry's construction division and of sales in hand in the housebuilding division,as described in the Company's interim results statement, and also due to thebenefits that are expected to accrue as a result of the Acquisition. 8. Dividend policy The Directors intend that the Group will continue to adopt a progressivedividend policy and the Directors anticipate that dividends will grow in linewith earnings per share. However, as any dividends will be dependent upon theperformance of the underlying businesses of the Enlarged Group, this should notbe construed as either a dividend forecast or as a guarantee that any dividendswill be paid in the future. 9. Extraordinary General Meeting A notice convening the Extraordinary General Meeting, to be held at 10.00 a.m.on 5 March 2007 at the offices of CMS Cameron McKenna LLP, Mitre House, 160Aldersgate Street, London EC1A 4DD, will be set out at the end of the Prospectusto be published and sent to Shareholders. At the Extraordinary General Meeting,the following resolutions will be proposed: • an ordinary resolution to approve the Acquisition as a class one transaction for the purposes of the Listing Rules; • an ordinary resolution to increase the authorised share capital of the Company from £18,000,000 to £25,250,000 by the creation of 145,000,000 Ordinary Shares; • an ordinary resolution to authorise the Directors to exercise all of the powers of the Company to allot up to 225,728,511 Ordinary Shares (representing 81.7 per cent. of the Existing Ordinary Shares and 60.0 per cent. of the Enlarged Share Capital) being up to a maximum nominal amount of £11,286,425. The Directors will limit the exercise of this authority to the allotment of the New Ordinary Shares under the Placing and Open Offer and otherwise representing up to one-third of the Enlarged Share Capital. The authority will expire at the conclusion of the next Annual General Meeting of the Company after the passing of the resolution. Save for the issue of the New Ordinary Shares, the Directors have no current intention to exercise this authority; and • a special resolution to disapply the statutory pre-emption rights contained in section 89 (1) of the Companies Act in respect of the allotment of up to 100,230,056 Ordinary Shares (representing 36.3 per cent. of the Existing Ordinary Shares and 26.6 per cent. of the Enlarged Share Capital) being up to a maximum nominal amount of £5,011,503. In addition to the allotment of the New Ordinary Shares under the Placing and Open Offer, the general disapplication in respect of the Ordinary Shares will be in respect of approximately 6.8 per cent. of the Existing Ordinary Shares and 5 per cent. of the Enlarged Share Capital. The authority will expire at the conclusion of the next Annual General Meeting of the Company after the passing of the resolution. Save for the issue of the New Ordinary Shares, the Directors have no current intention to exercise this authority. 10. Recommendation The Board, which has been provided with financial advice in connection with theAcquisition and the Placing and Open Offer by PricewaterhouseCoopers LLP,considers that the Acquisition and the Placing and Open Offer and Resolutionsare in the best interests of the Company and its Shareholders as a whole. Inadvising the Board, PricewaterhouseCoopers LLP has placed reliance on theBoard's commercial assessment of the Acquisition. Accordingly, the Board unanimously recommends Shareholders to vote in favour ofthe Resolutions to be proposed at the Extraordinary General Meeting, as theyintend to do in respect of the 5,361,157 Shares in which they are beneficiallyinterested, representing approximately 1.9 per cent. of the issued share capitalof the Company. General PricewaterhouseCoopers LLP, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority for designated investment business,is acting exclusively for Galliford Try plc and for no one else in relation tothe Acquisition and the Placing and Open Offer and will not be responsible toanyone other than Galliford Try plc for providing the protections afforded toclients of PricewaterhouseCoopers LLP or for giving advice in relation to theAcquisition, the Placing and Open Offer, or any other matter referred to in thisannouncement. KBC Peel Hunt Ltd, which is regulated in the United Kingdom by the FinancialServices Authority, is acting as corporate broker to Galliford Try plc inrelation to the Placing and Open Offer and is not acting for any other personand will not be responsible to any other person for providing the protectionsafforded to customers of KBC Peel Hunt Ltd nor for advising them on the contentsof this announcement or any other matter in relation to the Placing and OpenOffer. N M Rothschild & Sons Limited, which is authorised and regulated by theFinancial Services Authority in the United Kingdom, is acting for Linden andno-one else in relation to the Offer and will not be responsible to anyone otherthan Linden for providing the protections afforded to clients of N M Rothschild& Sons Limited nor for providing advice in relation to the Offer. This announcement does not constitute an offer to sell or issue or asolicitation of an offer to buy or subscribe for New Ordinary Shares in anyjurisdiction, including, without limitation, the United Kingdom, the UnitedStates or any of the other Excluded Territories. Any purchase of or applicationfor shares under or in connection with the Placing and Open Offer should only bemade on the basis of information contained in the Prospectus to be published inconnection with the Acquisition and the Placing and Open Offer and anysupplement thereto. The distribution of this announcement and the Placing and issue of the NewOrdinary Shares in certain jurisdictions may be restricted by law. Persons towhose attention this announcement has been drawn are required by the Company,PricewaterhouseCoopers LLP and KBC Peel Hunt Ltd to inform themselves about andto observe any such restrictions. Any failure to comply with these restrictionsmay constitute a violation of the securities laws of any such jurisdiction. The Prospectus containing details of, inter alia, the Acquisition, the Placingand Open Offer and a notice of an Extraordinary General Meeting of the Company,to be held at the offices of CMS Cameron McKenna LLP, Mitre House, 160Aldersgate Street, London EC1A 4DD, is expected to be posted to QualifyingShareholders shortly, together with the Application Forms and separate form ofproxy for use at the Extraordinary General Meeting. Copies of the Prospectuswill also be available to the public, free of charge, from the offices of CMSCameron McKenna LLP and the registered office of the Company up until Admission. This announcement and the information contained herein are not for publicationor distribution, directly or indirectly, in or into the United States,Australia, Canada or Japan or any jurisdiction in which such publication ordistribution is unlawful. This announcement (including the terms and conditions set out herein) does notconstitute an offer of securities for sale in the United States or any of theother Excluded Territories and none of the New Ordinary Shares have been or willbe registered under the United States Securities Act of 1933, as amended (the"Securities Act") or under the securities laws of any state of the United Statesor qualified for distribution under any of the relevant securities laws ofCanada or Japan nor has any prospectus in relation to the New Ordinary Sharesbeen lodged with or registered by the Australian Securities and InvestmentsCommission. The New Ordinary Shares may not be offered, sold, resold ordelivered, directly or indirectly, in or into the United States or any otherExcluded Territories absent an applicable exemption, or to, or for the accountor benefit of, US persons (as such term is defined in Regulation S under theSecurities Act) or to any national, resident or citizen of any other ExcludedTerritory. The New Ordinary Shares have not been approved or disapproved by the UnitedStates Securities and Exchange Commission, any state securities commission inthe United States or any other United States regulatory authority, nor have anyof the foregoing authorities passed upon or endorsed the merits of the offer ofthe New Ordinary Shares or the accuracy or adequacy of the Prospectus or thisannouncement. Any representation to the contrary is a criminal offence in theUnited States. Certain statements in this announcement are forward looking statements. By theirnature, forward looking statements involve a number of risks, uncertainties andassumptions because they relate to events and/or depend on circumstances thatmay or may not occur in the future and could cause actual results to differmaterially from those expressed in, or implied by, the forward lookingstatements. These include, among other factors: the Group's ability to obtaincapital/additional finance; a reduction in demand by customers; the limitationsof the Group's internal financial controls; an increase in competition; anunexpected decline in turnover; legislative, fiscal and regulatory developmentsincluding, but not limited to, changes in environmental and safety regulations;currency and interest rate fluctuations and the introduction of IFRS. These andother factors could adversely affect the outcome and financial effects of theplans and events described herein. Forward looking statements contained in thisannouncement based on past trends or activities should not be taken as arepresentation that such trends or activities will continue in the future.Subject to any requirement under the Listing Rules of the UK Listing Authority,neither the Company nor PricewaterhouseCoopers LLP nor KBC Peel Hunt Ltdundertakes any obligation to update or revise any forward looking statements,whether as a result of new information, future events or otherwise. You shouldnot Placee undue reliance on forward looking statements, which speak only as ofthe date of this announcement. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of Linden, all "dealings" inany "relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the Offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Linden, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Linden by Galliford Try or Linden or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk . "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on theTakeover Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the TakeoverPanel. APPENDIX 1 Definitions "£" pound sterling "A Share Offer" the recommended offer being made by Galliford Try to acquire all of the issued A Shares subject to the terms and conditions set out in the Offer Document and in the Form of Acceptance and, where the context requires, any subsequent revision, variation, extension or renewal thereof "A Shares" the existing unconditionally allotted or issued and fully paid A shares of £1 each in the capital of Linden and any such further shares which are unconditionally allotted or issued before the date on which the A Share Offer closes (or such earlier date, not being earlier than the date on which the A Share Offer becomes or is declared unconditional as to acceptances, as Galliford Try may, subject to the Code, decide) "Acquisition" the proposed acquisition of Linden pursuant to the Offer "Admission" admission of the New Ordinary Shares to (i) the Official List and (ii) trading on the London Stock Exchange's market for listed securities becoming effective in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards "Application Form" the application form(s) accompanying the Prospectus on which Qualifying Shareholders may apply for New Ordinary Shares under the Open Offer "B Share Offer" the recommended offer being made by Galliford Try to acquire all of the B Shares and the Non-Voting B Shares subject to the terms and conditions set out in the Offer Document and in the Form of Acceptance and, where the context requires, any subsequent revision, variation, extension or renewal thereof "B Shares" the existing unconditionally allotted or issued and fully paid B shares of £1 each in the capital of Linden and any further such shares which are unconditionally allotted or issued before the date on which the B Share Offer closes (or such earlier date, not being earlier than the date on which the B Share Offer becomes or is declared unconditional as to acceptances, as Galliford Try may, subject to the Code, decide) "Chartdale" Chartdale Limited "City Code" or "Code" the City Code on Takeovers and Mergers "Companies Act" the Companies Act 1985 (as amended), including (where appropriate) the Companies Act 2006 "Completion" completion of the Offer pursuant to the terms of the Offer Document "Conditions" the conditions to Completion set out in Appendix 2 to this announcement "CREST" the relevant system (as defined in the Regulations) in respect of which CRESTCo is the operator (as defined in the Regulations) "Deferred Consideration" the maximum sum of £12,916,740, payable through the paying up of the Deferred Consideration Loan Notes "Deferred Consideration Loan together the Series A Deferred Consideration Loan Notes and the Series BNotes" Deferred Consideration Loan Notes "Directors" or "Board" the directors of the Company "Enlarged Group" the Group as enlarged by the Acquisition "Enlarged Share Capital" the issued ordinary share capital of the Company, immediately following Admission "Excluded Territories" the United States, Canada, Japan and Australia "Existing Ordinary Shares" the Ordinary Shares in issue at the date of this announcement "Extraordinary General Meeting" the extraordinary general meeting of the Company to be convened for 10.00 amor "EGM" on 5 March 2007, notice of which will be set out at the end of the Prospectus "First Closing Date" the date which is 28 days after the posting of the Offer Document "Form of Acceptance" the form of acceptance, authority and election for use in connection with the Offers which accompanies the Offer Document "Form of Proxy" the form of proxy relating to the Extraordinary General Meeting being sent to Shareholders with the Prospectus to be published and sent to Shareholders "FSMA" Financial Services and Markets Act 2000 (as amended) "Galliford Try Group" or Galliford Try and its subsidiaries"Group" "Galliford Try" or "Company" Galliford Try plc "IFRS" International Financial Reporting Standards "Implementation Agreement" an implementation agreement entered into on 8 February 2007 between Linden, the Linden Shareholders Committee and Galliford Try relating to the implementation of the Offer and the granting to Galliford Try of certain warranties relating to the Linden Group "KBC Peel Hunt" KBC Peel Hunt Ltd "Linden" Linden Holdings PLC "Linden Group" Linden and subsidiaries "Linden Shareholders Committee" a committee, comprised at the date of this announcement of Philip Davies, Andrew Sells and David Tilman, representing and acting on the behalf of the shareholders of Linden on matters affecting the Deferred Consideration and the payment conditions of the Deferred Consideration Loan Notes "Linden Share Options" options to acquire 604,896 A Shares granted to employees of the Linden Group under individual option agreements "Linden Shares" The A Shares and/or the B Shares and/or the Non-Voting B Shares, as the context requires "Listing Rules" the listing rules made by the UK Listing Authority for the purpose of Part VI of FSMA "Loan Notes" the loan notes issued by Galliford Try under the Loan Note Instrument and in accordance with the terms of the Offer "Loan Note Alternative" the alternative to the initial cash consideration to be offered by Galliford Try under the Offer, to be satisfied by the issue of Loan Notes "Loan Note Instrument" the bank guaranteed, unsecured 2011 loan note instrument constituted by Galliford Try "London Stock Exchange" London Stock Exchange plc "New Ordinary Shares" or "New 100,230,056 ordinary shares of 5 pence each in the capital of the Company toGalliford Try Shares" be issued pursuant to the Placing and Open Offer "Non-Voting B Shares" the existing unconditionally allotted or issued and fully paid non-voting B shares of £1 each in the capital of Linden and any further such shares which are unconditionally allotted or issued before the date on which the B Share Offer closes (or such earlier date, not being earlier than the date on which the B Share Offer becomes or is declared unconditional as to acceptances, as Galliford Try may, subject to the Code, decide) "Offer" or "Offers" the offers made by Galliford Try for each class in and constituting the entire issued and to be issued share capital of Linden on the terms and subject to the conditions to be set out in the Offer Document "Offer Document " the document to be issued by Galliford Try to the shareholders of Linden on 8 February 2007, containing the Offer "Official List" the Official List of the UK Listing Authority "Open Offer" the conditional offer inviting Qualifying Shareholders to subscribe for the Open Offer Shares at the Open Offer Price on the terms and subject to the conditions to be set out in the Prospectus "Open Offer Entitlements" the pro rata entitlements to subscribe for Open Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer "Open Offer Price" 150 pence per New Ordinary Share "Open Offer Shares" 50,230,056 New Ordinary Shares which are being made available to Qualifying Shareholders under the Open Offer, less, where the context requires 879,754 New Ordinary Shares, representing the entitlements of certain directors of the Company under the Open Offer which are not being taken up, such shares to be conditionally placed firm by KBC Peel Hunt and which will not be subject to clawback under the Open Offer and will not be available to satisfy excess applications under the Open Offer "Ordinary Shares" ordinary shares of 5 pence each in the capital of the Company "Overseas Shareholders" Qualifying Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside the United Kingdom "Panel" The Panel on Takeovers and Mergers "Placing Agreement" the conditional agreement dated 8 February 2007 and made between the Company (1) KBC Peel Hunt (2) and PricewaterhouseCoopers LLP (3) relating to the Placing and Open Offer and Admission "Placing" the conditional placing by KBC Peel Hunt on behalf of the Company pursuant to the terms and conditions of the Placing Agreement, of (i) the Placing Shares; and (ii) the Open Offer Shares, subject to clawback to satisfy valid applications made by Qualifying Shareholders under the Open Offer "Placing Shares" 50,000,000 New Ordinary Shares, which will be conditionally placed firm by KBC Peel Hunt on behalf of the Company pursuant to the Placing Agreement, plus, where the context requires, 879,754 New Ordinary Shares representing the entitlements of certain directors of the Company under the Open Offer which are not being taken up and will be conditionally placed firm by KBC Peel Hunt "Prospectus" the prospectus prepared in accordance with the Prospectus Rules and the Listing Rules of the UKLA to be published and sent to Shareholders "Prospectus Rules" the Prospectus Rules brought into effect on 1 July 2005 pursuant to Commission Regulation (EC) No. 809/2004 "Qualifying CREST Shareholders" Qualifying Shareholders holding Existing Ordinary Shares in a CREST account "Qualifying Shareholders" Shareholders on the register of members of the Company at the Record Date "Record Date" the close of business on 6 February 2007 being the latest time by which transfers of Existing Ordinary Shares must be received for registration by the Company in order to allow transferees to be recognised as Qualifying Shareholders "Regulations" Uncertified Securities Regulations 2001 (SI 2001/3755) "Resolutions" the resolutions set out in the notice of EGM at the end of the Prospectus "Shareholders" holders of Ordinary Shares "Shares" or "Ordinary Shares" ordinary shares of 5 pence each in the capital of the Company "UK Listing Authority" or "UKLA" the FSA acting in its capacity as the competent authority for the purposes of FSMA "UK" or "United Kingdom" The United Kingdom of Great Britain and Northern Ireland, its territories and dependencies "United States" the United States of America, its territories and dependencies "UVL" Uberior Ventures Limited For the purposes of this announcement ''subsidiary", ''subsidiary undertaking'',''undertaking'' and ''associated undertaking'' have the meanings given by theCompanies Act (but for this purpose ignoring paragraph 20(i)(b) of Schedule 4Aof the Companies Act). APPENDIX 2 CONDITIONS AND FURTHER TERMS OF THE OFFERS Part A: Conditions of the A Share Offer The A Share Offer is subject to the following conditions: 1 Acceptances 1.1 valid acceptances being received (and not, where permitted,withdrawn) by no later than 3.00 p.m. London time) on the First Closing Date (orsuch later time(s) and/or date(s) as Galliford Try may, subject to the rules ofthe Code or with the consent of the Panel, decide), in respect of more than 50per cent. in nominal value (or such lesser percentage as Galliford Try maydecide) of the A Shares to which the A Share Offer relates, provided that thiscondition shall not he satisfied unless Galliford Try and / or any member of theGalliford Try Group shall have acquired or agreed to acquire, whether pursuantto the Offers or otherwise, Linden Shares carrying, in aggregate, more than 50per cent. of the voting rights normally exercisable at general meetings ofLinden, including for this purpose any such voting rights attaching to anyLinden Shares that are unconditionally allotted or issued before the A ShareOffer or the B Share Offer become or are declared unconditional as toacceptances, whether pursuant to the exercise of any subscription rights,conversion rights or otherwise. For the purposes of this condition: (A) the expression "A Shares to which the A Share Offer relates" shallbe construed in accordance with sections 428 to 430F of the Companies Act 1985; (B) shares which have been unconditionally allotted (but not issued)shall be deemed to carry the voting rights which they will carry on issue: and (C) valid acceptances shall be deemed to have been received in respectof the A Shares which are treated for the purposes of section 429(8) of theCompanies Act 1985 as having been acquired or agreed to be acquired by GallifordTry pursuant to the A Share Offer: 1.2 the B Share Offer having become or been declared unconditional asto acceptances; 2 Admission 2.1 Admission of the New Galliford Try Shares having become effectivein accordance with the Listing Rules and the admission of such shares to tradingbecoming effective in accordance with the Admission and Disclosure Standards ofthe London Stock Exchange; 3 Consequences of the Offers 3.1 save as Disclosed, there being no provision of any agreement,arrangement, licence, permit, lease or other instrument, including any statute,regulation, decision or order to which any member of the Wider Linden Group is aparty, or by or to which any such member, or any part of its assets, may be (ormay become) bound, entitled or subject, which would or might, in each case as aconsequence of the Offers or of the acquisition or proposed acquisition of allor any part of the issued share capital of, or change of control or managementof, Linden or any other member of the Linden Group, or otherwise, reasonably beexpected to result (in each case to an extent which is material in the contextof the Offers or, as the ease may be, in the context of the Wider Galliford TryGroup taken as a whole) in: (i) any assets or interests, or any asset the use of which isenjoyed by any member of the Wider Linden Group being or falling to be disposedof or charged in any way or ceasing to be available to any member of the WiderLinden Group or any rights arising under which any such asset or interest couldbe required to be disposed of or charged in any way or could cease to beavailable to any member of the Wider Linden Group: or (ii) any monies borrowed by or other indebtedness (actual orcontingent) of, or any grant available to, any member of the Wider Linden Groupbeing or becoming repayable or capable of being declared repayable immediatelyor earlier than their stated repayment date or maturity date or the ability ofsuch member of the Wider Linden Group to incur any borrowing or indebtednessbecoming or being capable of becoming withdrawn, inhibited or prohibited: or (iii) any such agreement, arrangement, license, permit, lease or otherinstrument or the rights, liabilities, obligations or business or interests ofany such member under it being terminated or adversely modified or affected orany onerous obligation or liability arising or any adverse action being takenunder it; or (iv) the interests or business of any such member in or with anythird party (or any arrangements relating to any such interests or business)being terminated or adversely modified or affected; or (v) the financial or trading position or prospects or value of anymember of the Wider Linden Group being prejudiced or adversely affected; or (vi) the creation of any mortgage, charge or other security interestover the whole or any material part of the business, or of any material propertyor assets of any member of the Wider Linden Group or any such security (wheneverarising or having arisen) becoming enforceable or being enforced; or (vii) any member of the Wider Linden Group ceasing to be able to carryon business tinder ally name under which, or on the terms on which, it currentlydoes so or any person presently not able to early on business under any nameunder which any member of the Wider Linden Group currently does becoming able todo so; or (viii) the creation of actual or contingent liabilities by any member ofthe Wider Linden Group; or (ix) any liability of any member of the Wider Linden Group to make anyseverance, terminations, bonus or other payments to any of its directors orother officers; or (x) the Offers, their implementation or the acquisition or proposedacquisition of any shares or other securities in, or control of, Linden by anymember of the Wider Galliford Try Group being or becoming void, illegal and/orunenforceable under the laws of any jurisdiction, or would otherwise directly orindirectly prohibit, or restrain, restrict, materially delay or otherwiseinterfere with the implementation of, or impose additional material conditionsor obligations with respect to, or otherwise challenge or require amendment ofthe Offers or the acquisition of any such shares or securities by any member ofthe Wider Galliford Try Group; (xi) the imposition of any limitation on, or material delay in, theability of any member of the Wider Galliford Try Group directly or indirectly toacquire or hold or to exercise effectively all or any rights of ownership inrespect of shares or other securities in Linden or on the ability of any memberof the Wider Linden Group or any member of the Wider Linden Group directly orindirectly to hold or exercise effectively any rights of ownership in respect ofshares or other securities (or the equivalent) in, or to exercise managementcontrol over, any member of the Wider Linden Group; (xii) a divestiture by any member of the Wider Galliford Try Group ofany shares or other securities (or the equivalent) in Linden being required,prevented or materially delayed; or (xiii) the imposition of any material limitation on the ability of anymember of the Wider Galliford Try Group or any member of the Wider Linden Groupto integrate or co ordinate all or any part of its business with all or any partof the business of any other member of the Wider Galliford Try Group and/or theWider Linden Group; or (xiv) the ability of any member of the Wider Galliford Try Group to carryon its business being adversely affected, and no event having occurred which,under any provision of any agreement, arrangement, license, permit, lease orother instrument, statute, regulation, decision or order to which any member ofthe Wider Galliford Try Group is a party, or by or to which any such member, orany of its assets, may be bound, entitled or subject, could result, to an extentwhich is material in the context of the Offers or, as the case may be, in thecontext of the Wider Galliford Try Group taken as a whole, in any of the eventsor circumstances as are referred to in subparagraphs 3.1(i) to 3.1(xiv)inclusive; 4 Corporate action 4.1 since 31 December 2006, save as otherwise Disclosed or pursuant totransactions with Linden or a wholly-owned subsidiary of Linden, no member ofthe Wider Linden Group having: (i) issued or agreed to issue or authorised or proposed the issueor grant of additional shares of any class or securities convertible into orexchangeable for, or rights, warrants or options to subscribe for or acquire,any such shares or convertible securities or transferred or sold or agreed totransfer or sell or authorised or proposed the transfer or sale of Linden Shares(save pursuant to the exercise of Linden Share Options); or (ii) redeemed, purchased, repaid or reduced or proposed theredemption, purchase, repayment or reduction of any part of its share capital ormade or proposed the making of any other change to its share capital; or (iii) recommended, declared, paid or made or proposed to recommend,declare, pay or make any dividend, bonus issue or other distribution whetherpayable in cash or otherwise other than to Linden or any wholly owned subsidiaryof Linden; or (iv) merged with or demerged from, or acquired, any body corporate,partnership or business or authorised or proposed or announced any intention topropose any such merger or demerger; or (v) other than in the ordinary course of business acquired ordisposed of, transferred, mortgaged or charged, or created or granted anysecurity interest over, any assets (including shares and trade investments) orauthorised or proposed or announced any intention to propose any suchacquisition, disposal, transfer, mortgage, charge or creation or grant of anysecurity interest (which in any case is material in the context of the WiderLinden Group taken as a whole); or (vi) issued or authorised or proposed the issue of any debentures orincurred or save in the ordinary course of business increased any borrowings,indebtedness or liability (actual or contingent) in each case to an extent whichis material in the context of the Wider Linden Group taken as a whole; or (vii) entered into or varied, or authorised or proposed the entry intoor variation of, or announced its intention to enter into or vary, anytransaction, arrangement, contract or commitment (whether in respect of capitalexpenditure or otherwise) which is of a long term, onerous or unusual nature ormagnitude or which involves or could involve an obligation of such nature ormagnitude or which is or could be restrictive on the business of any member ofthe Wider Linden Group or which is other than in the ordinary course of businessand which in any such case is material in the context of the Wider Linden Grouptaken as a whole; or (viii) entered into, implemented, effected, authorised or proposed orannounced its intention to enter into, implement, effect, authorise or proposeany contract, reconstruction, amalgamation, scheme, commitment or othertransaction or arrangement otherwise than in the ordinary course of businesswhich is material in the context of the Wider Linden Group taken as a whole; or (ix) waived or compromised any claim which is material in the contextof the Wider Linden Group taken as a whole; or (x) entered into or varied or made any offer (which remains open foracceptance) to enter into or vary the terms of any contract with any of thedirectors or senior executives of Linden (to the extent it is material in thecontext of the Wider Linden Group taken as a whole) or any of the directors orsenior executives of any other member of the Wider Linden Group (or to theextent it is material in the context of the Wider Linden Group taken as awhole); or (xi) taken or proposed any steps, corporate action or had any legalproceedings instituted or threatened against it or petition presented for itswinding-up (voluntary or otherwise), dissolution or reorganisation or for theappointment of a receiver, administrator, administrative receiver, manager,trustee or similar offer of all or any of its assets or revenues or for anyanalogous proceedings or steps in any jurisdiction or for the appointment of anyanalogous person or had any such person appointed in any jurisdiction which ineach such case is material in the context of the Wider Linden Group; or (xii) been unable, or admitted in writing that it is unable, to pay itsdebts or commenced negotiations with one or more of its creditors with a view torescheduling or restructuring any of its indebtedness or has stopped orsuspended (or threatened to stop or suspend) payment of its debts generally orceased or threatened to cease carrying on all or a substantial part of itsbusiness in any case which is or would be material in the context of the WiderLinden Group taken as a whole; or (xiii) made any alteration to its memorandum or articles of association,or other incorporation documents; or (xiv) in relation to any pension schemes established for its directorsand/or other employees and/or their dependants, made or agreed or consented toany change, in any case which is or would be material in the context of theWider Linden Group taken as a whole, to: (A) the terms of the trust deeds constituting such pension schemes or to thebenefits which accrue; (B) the pensions which are payable, under them; (C) the basis on which qualifications for or accrual of or entitlement tosuch benefits or pensions are calculated or determined; (D) the basis upon which the liabilities (including pensions) of such pensionschemes are funded or made; (E) or agreed or consented to any change to the trustees of such pensionschemes; or (xv) proposed, agreed to provide or modified the terms of any shareoption scheme, incentive scheme, or other benefit relating to the employment ortermination of employment of any employee of the Wider Linden Group; or (xvi) purchased, redeemed or repaid or announced any proposal topurchase, redeem or repay any of its own shares or other securities or reducedor, made any other change to any part of its share capital; or (xvii) entered into any agreement, arrangement, commitment or contract orpassed any resolution or made any offer (which remains open for acceptance) orproposed or announced any intention with respect to any of the transactions,matters or events referred to in this condition 4.1. 5 Other events 5.1 in the period after 31 December 2006, save as Disclosed: (i) no litigation or arbitration proceedings, prosecution,investigation or other legal proceedings having been announced, instituted,threatened or remaining outstanding by, against or in respect of, any member ofthe Wider Linden Group or to which any member of the Wider Linden Group is ormay become a party (whether as claimant, defendant or otherwise) which ismaterial in the context of the Wider Linden Group taken as a whole; or (ii) no adverse event, change or deterioration having occurred inthe business or assets or financial or trading position or prospects, assets orprofits of any member of the Wider Linden Group which is material in the contextof the Wider Linden Group taken as a whole; or (iii) no enquiry or investigation by, or complaint or reference to,any relevant person against or in respect of any member of the Wider LindenGroup having been threatened, announced, implemented or instituted or remainingoutstanding by, against or in respect of, any member of the Wider Linden Groupwhich is material in the context of the Wider Linden Group taken as a whole; or (iv) no contingent or other liability having arisen or becomeapparent or increased to an extent which is material in the context of the WiderLinden Group taken as a whole; or (v) no steps having been taken and no omissions having been madewhich are likely to result in the withdrawal, cancellation, termination of anylicence held by any member of the Wider Linden Group which is necessary for theproper carrying on of its business and the withdrawal, cancellation, terminationor modification of which is material in the context of the Wider Linden Group asa whole; 6 Other issues Environmental 6.1 save as Disclosed, Galliford Try not having discovered that, to anextent which is material in the context of the Wider Linden Group taken as awhole: (i) any member of the Wider Linden Group has not complied with allapplicable legislation or regulations or authorisations of any jurisdiction withregard to the use, handling, storage, transport, production, supply, treatment,keeping, disposal, discharge, carriage, spillage, leak or emission of any wasteor hazardous substance or any substance reasonably likely to damage or impairthe environment (including property) or harm human health or otherwise relatingto environmental matters or the health and safety of any person or that therehas otherwise been any such use, handling, storage, transport, production,supply, treatment, keeping, disposal, carriage, discharge, spillage, leak oremission (whether or not the same constituted a non-compliance by any personwith any such legislation or regulations or authorisations and wherever the samemay have taken place), which, in any such case, would be likely to give rise toany liability (whether actual or contingent) or cost (including any property) onthe part of any member of the Wider Linden Group; or (ii) there has been a disposal, discharge, release, spillage, leakor emission or the migration, production, supply, treatment, storage, carriageor use of any waste or hazardous substance or any substance reasonably likely todamage or impair the environment (including property) or harm human health whichwould be likely to give rise to any liability (whether actual or contingent) orcost on the part of any member of the Wider Linden Group; or (iii) there is, or is likely to be any liability (whether actual orcontingent) or requirement or cost on the part of any member of the Wider LindenGroup to make good, repair, reinstate or clean up any asset or any otherproperty or any controlled waters in each case currently or previously owned,occupied or made use of any past or present member of the Wider Linden Group (oron its behalf) or in which any such member may have or prevails to have had orbe deemed to have had an interest, under any environmental legislation, commonlaw regulation, notice, circular, order or other lawful requirement of anyrelevant person or third party or otherwise or to contribute to the cost thereofor associated therewith or indemnify any person thereto in any such case to anextent which is material in the context of the Wider Linden Group; Information 6.2 Galliford Try not having discovered: (i) that the financial, business or other information concerningthe Wider Linden Group Disclosed is misleading or contains a misrepresentationof fact or omits to state a fact necessary to make that information notmisleading; or (ii) any information concerning the Wider Linden Group Disclosed isor becomes incorrect; or (iii) any information which affects the import of any informationDisclosed; in each case to an extent which is material in the context of the Wider LindenGroup taken as a whole; Criminal property 6.3 any asset of any member of the Wider Linden Group constitutes criminalproperty as defined by section 340(3) of the Proceeds of Crime Act 2002 (butdisregarding paragraph (b) of that definition); 7 Accounts 7.1 the final draft unaudited accounts of the Linden Group for the yearended 31 December 2006 show a figure for: (i) earnings before interest and tax, exclusive of the provisionfor the Darby Green project, of at least £32.0 million; and (ii) net assets, inclusive of option exercise proceeds and theprovision for the Darby Green project, but exclusive of goodwill and beforeproviding for any transaction costs incurred by Linden as a result of the Offer,of at least £42.5 million, such amounts to have been calculated on a UK GAAP basis without relying onunplanned adjustments, revaluations or changes in accounting policies. Part B: Conditions of the B Share Offer The B Share Offer is subject to the following conditions: 1. a valid acceptance being received (and not, where permitted, withdrawn)by 3.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as Galliford Try may, subject to the Code or with the consent of thePanel, decide) from UVL in respect of not less than 100 per cent. in nominalvalue of the B Shares and the Non-Voting B Shares; and 2. the A Share Offer becoming or being declared unconditional in allrespects. Part C: Further conditions of the Offers The Offers are subject to the following condition: 1. any resolution or resolutions of the shareholders of GallifordTry required in connection with the approval and implementation of the proposedacquisition by Galliford Try of Linden by means of the Offers being duly passedat an extraordinary general meeting of Galliford Try (or at any adjournment ofthat meeting). Galliford Try may not waive any of the conditions contained in paragraph 1 ofeach of Part A, 1B and 1C and paragraph 2 of each of Part A and Part B. The Offers will lapse unless all of the conditions set out above (other than theconditions contained in paragraph 1 of each of Part A, 1B and 1C and paragraph 2of each of Part A and Part B) have been fulfilled by no later than 28 days afterwhichever is the later of the First Closing Date of the Offers and the date onwhich the Offers become or are declared unconditional as to acceptances, or suchlater date as the Panel may agree. If Galliford Try is required by the Panel to make an offer for Linden Sharesunder the provisions of Rule 9 of the Code, Galliford Try may make suchalterations to the above conditions as are necessary to comply with theprovisions of that Rule. Galliford Try has agreed that unless, at that time, the conditions contained inparagraphs 3 to 6 inclusive of Part A have, with the consent of the Panel,become capable of being invoked, it will declare the Offers wholly unconditional(save as to the condition relating to Admission which it will use all reasonableendeavours to procure to be satisfied as soon as possible thereafter) on thelater of (i) the date on which the condition contained in paragraph 1 of Part Cis satisfied; and (ii) the date on which the Accounts Condition is satisfiedwhich date shall be as soon as reasonably practicable and, in any event, withinseven days, following the date on which Linden delivers the Accounts toGalliford Try. Except where the context otherwise requires, references in Part 1: (i) to ''Accounts'' means the final draft consolidated unauditedaccounts of the Linden Group for the year ended 31 December 2006; (ii) to the "Darby Green project" means the site held by the LindenGroup for potential development at Clarks Farm, Darby Green, Yateley, Hampshire; (iii) to ''Disclosed'' means fairly disclosed (to the extentsufficient to enable Galliford Try (acting reasonably) to identify the natureand scope of the matters concerned) in or by the Disclosure Documents or any ofthem; (iv) to ''Disclosure Documents'' means the documents disclosed toGalliford Try by Linden or Jones Day on or before 8 December 2006 and documentsand information supplied after that date which has been supplied by Linden aslisted in the schedule initialled by or on behalf of Galliford Try and Linden;and (v) to the ''Wider Galliford Try Group'' means Galliford Try and itssubsidiaries, subsidiary undertakings, associated undertakings and any otherundertakings, in which Galliford Try and/or such undertakings (aggregating theirinterests) have a significant interest and the ''Wider Linden Group'' meansLinden and its subsidiaries, subsidiary undertakings, associated undertakingsand any other undertakings in which Linden and/or such undertakings (aggregatingtheir interests) have a significant interest, and, for these purposes, ''subsidiary'', ''subsidiary undertaking'', ''associated undertaking'' and ''undertaking'' have the meanings given by the Act, other than paragraph 20(1)(b)of Schedule 4A to the Act which shall be ignored for this purpose, and ''significant interest'' means a direct or indirect interest in 20 per cent. ormore of the total voting rights conferred by the equity capital of anundertaking. APPENDIX 3 Irrevocable Undertakings to accept the Offer Name of Linden Shareholder A Shares Tom Amato 55,000Peter Armfield 5,000Mick Arnold 40,000Toby Ballard 200,000Valerie Clark 130,001Chris Coates 310,851Claire Coates 39,150Dave Cole 39,905Adrian Corser 20,270David Curtiss 10,000Philip Davies 1,250,001Sheila Davies 291,749Gary Durden 81,000Sarah Eales 20,000Jane Ewer 1,200Pat Feighery 220,000Sir Malcolm Field 40,000Simon Gait 20,000Peter Golding 55,000David Harrison 60,000Peter Hawkey 60,000Malcolm Heald 40,000Gaynor Hookings 12,000Lou Jovic 25,001Rob Lambie 60,000Steve Lavers 90,000David Macoll 5,000Dylan May 7,635Peter McIntee 24,300Ken Medhurst 5,000Andrew Mogg 5,000Kevin Moran 10,000Brendan Morrissey 50,000Nautilus Fiduciary Services Limited 516,699Mike O'Brien 50,000Chris O'Sullivan 160,000Matthew Paine 100,000Nigel Palmer 50,000Paul Parkhouse 81,000Paul Perry 38,000Mark Pettifor 50,000Ian Ralston 81,000Ian Randall 310,000Alison Staddon 35,000Gary Taylor 50,000Peter Thornett 25,000David Tilman 280,000Helen Todd 60,000Jeremy Trezise 50,000Mike Viney 25,345 Total A Shares 5,245,107Percentage 89.7% B Shares Uberior Ventures Limited 2,345,934 Non-Voting B Shares Uberior Ventures Limited 836,749 Total B Shares 3,182,683Percentage 100% TOTAL A SHARES AND B SHARES 8,427,790Percentage 93.3% APPENDIX 4 IMPORTANT INFORMATION FOR PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY ATPERSONS SELECTED BY KBC PEEL HUNT LTD ('KBC PEEL HUNT' OR THE 'BANK') WHO HAVEPROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE 'INVESTMENTPROFESSIONALS' WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES ANDMARKETS 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'), ARE PERSONS FALLINGWITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES, UNINCORPORATEDASSOCIATIONS, ETC.') OF THE ORDER, OR ARE OTHERWISE PERSONS TO WHOM IT MAYLAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREINMUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANYINVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUTHEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLYWITH RELEVANT PERSONS. This announcement and the information contained herein are not for publicationor distribution, directly or indirectly, in or into the United States,Australia, Canada or Japan or any jurisdiction in which such publication ordistribution is unlawful. This announcement (including the terms and conditions set out herein) does notconstitute an offer of securities for sale in the United States or any of theother Excluded Territories and none of the New Ordinary Shares have been or willbe registered under the United States Securities Act of 1933, as amended (the"Securities Act") or under the securities laws of any state of the United Statesor qualified for distribution under any of the relevant securities laws ofCanada or Japan nor has any prospectus in relation to the New Ordinary Sharesbeen lodged with or registered by the Australian Securities and InvestmentsCommission. The New Ordinary Shares may not be offered, sold, resold ordelivered, directly or indirectly, in or into the United States or any otherExcluded Territories absent an applicable exemption, or to, or for the accountor benefit of, US persons (as such term is defined in Regulation S under theSecurities Act) or to any national, resident or citizen of any other ExcludedTerritory. The New Ordinary Shares have not been approved or disapproved by the UnitedStates Securities and Exchange Commission, any state securities commission inthe United States or any other United States regulatory authority, nor have anyof the foregoing authorities passed upon or endorsed the merits of the offer ofthe New Ordinary Shares or the accuracy or adequacy of the Prospectus or thisannouncement. Any representation to the contrary is a criminal offence in theUnited States. Unless otherwise defined in this Appendix, terms used in this Appendix shallhave the same meanings as those set out in Appendix 1. Terms and Conditions of the Placing If a Relevant Person chooses to participate in the Placing by making oraccepting an offer to acquire New Ordinary Shares (each such Relevant Personbeing hereinafter referred to as a 'Placee' and together, as the 'Placees') itwill be deemed to have read and understood this Appendix in its entirety and tobe making or accepting such offer on the terms and conditions and to beproviding the representations, warranties, undertakings, confirmations andacknowledgements contained in this Appendix. This announcement and this Appendix do not constitute an offer to sell or issueor a solicitation of an offer to buy or subscribe for New Ordinary Shares in anyjurisdiction, including, without limitation, the United Kingdom, the UnitedStates or any of the other Excluded Territories. Any purchase of or applicationfor shares under or in connection with the Placing and Open Offer should only bemade on the basis of information contained in the Prospectus to be published inconnection with the Acquisition and the Placing and Open Offer and anysupplement thereto. The distribution of this announcement and the Placing and issue of the NewOrdinary Shares in certain jurisdictions may be restricted by law. Persons towhose attention this announcement has been drawn are required by the Company,PricewaterhouseCoopers LLP and KBC Peel Hunt Ltd to inform themselves about andto observe any such restrictions. Any failure to comply with these restrictionsmay constitute a violation of the securities laws of any such jurisdiction. Details of the Placing Agreement and the Placing of the New Ordinary Shares The Company has entered into a Placing Agreement with KBC Peel Hunt andPricewaterhouseCoopers LLP (as the Company's sponsor) under which KBC Peel Huntwill, as agent of the Company, procure Placees to subscribe (or failing whichitself subscribe) on the terms and subject to the conditions set out therein forthe New Ordinary Shares. 49,350,302 of the New Ordinary Shares are beingoffered to Placees subject to clawback to satisfy valid applications for NewOrdinary Shares by Qualifying Shareholders under the Open Offer (the'Conditionally Placed Shares'), which (for the avoidance of doubt) does notinclude 879,754 New Ordinary Shares, representing the entitlements of certainDirectors under the Open Offer which are not being taken up and will nottherefore be subject to clawback under the Open Offer, such shares having beenconditionally placed firm by the Bank. The remaining 50,879,754 New OrdinaryShares being offered to Placees (including the aforementioned Directors'entitlements which are not being taken up) are being placed firm (the 'FirmPlaced Shares'). The New Ordinary Shares will, when issued and fully paid, rank pari passu in allrespects with the existing Ordinary Shares of the Company, save that the NewOrdinary Shares will not be eligible for the interim dividend to be paid by theCompany in respect of the six month period ended 31 December 2006, and will beissued subject to the memorandum and articles of association of the Company. Application for Listing and Admission to Trading Application will be made to the UKLA for admission of the New Ordinary Shares tothe Official List of the UKLA and to the London Stock Exchange for admission totrading of the New Ordinary Shares on the London Stock Exchange's main marketfor listed securities. It is expected that Admission will take place at 8.00a.m. on 6 March 2007. Principal Terms of the Placing This Appendix gives details of the terms and conditions of, and the mechanics ofparticipation in, the Placing. 1. KBC Peel Hunt will arrange the Placing as agent for and on behalf of theCompany. Participation will only be available to persons invited to participateby KBC Peel Hunt. KBC Peel Hunt will determine in its absolute discretion theextent of each Placee's participation in the Placing, which will not necessarilybe the same for each Placee. 2. The price payable per New Ordinary Share shall be the OpenOffer Price. 3. A Placee's commitment to subscribe for a fixed number ofFirm Placed Shares and up to a maximum number of Conditionally Placed Shareswill be agreed with and confirmed to it orally by KBC Peel Hunt (the 'PlacingCommitment') and a written confirmation (a 'Confirmed Commitment Letter') willbe dispatched as soon as possible thereafter. The Placing Commitment and theConfirmed Commitment Letter will set out the maximum placing participation ofNew Ordinary Shares which are being placed with each Placee and this will bebroken down into the number of New Ordinary Shares which are being placed firmwith each Placee and the number of New Ordinary Shares which are being placedwith each Placee subject to scaling back to satisfy valid applications fromQualifying Shareholders under the Open Offer. The oral confirmation to thePlacee by KBC Peel Hunt (the 'Oral Confirmation'), constitutes an irrevocable,legally binding contractual commitment on the part of the Placee to KBC PeelHunt (as agent for the Company) to subscribe for the fixed number of Firm PlacedShares allocated to such Placee and up to a maximum number of ConditionallyPlaced Shares allocated to such Placee on the terms and conditions set out inthis Appendix and the Prospectus and subject to the memorandum and articles ofassociation of the Company. The Oral Confirmation will also include details ofany commissions payable to the Placee in respect of its Placing Commitment(details of which will also be included in the Confirmed Commitment Letter). Aform of confirmation will be included with each Confirmed Commitment Letter andthis should be completed and returned to Jamie Reynolds at KBC Peel Hunt by faxon +44 (0)20 7972 0112 by 3.00 p.m. on 8 February 2007. Participation in the Placing shall not prejudice any rights of a Placee toparticipate in the Open Offer. However, a Placee shall be entitled to have itsPlacing Commitment in respect of Conditionally Placed Shares only reduced by thenumber of New Ordinary Shares, if any, that such Placee subscribes for under theOpen Offer. In order to benefit from such a reduction, a Placee is required tocertify the number of New Ordinary Shares (if any) which it, together with anyfunds which it manages, have subscribed for under the Open Offer by completing aset-off form (the 'Set-Off Form') which will be attached to the ConfirmedCommitment Letter. To be valid, a Set-Off Form must be returned by the Placeeto KBC Peel Hunt (for the attention of Jamie Reynolds) by fax on +44 (0)20 79720112 by 11.00 a.m. on 2 March 2007 (being the closing date of the Open Offer(the 'Closing Date')), whether the Placee subscribes for New Ordinary Shares inthe Open Offer by way of a white Application Form or through CREST. The Set-OffForm must give full details of each holding including the number of New OrdinaryShares taken up under the Open Offer. The total number of Conditionally Placed Shares to be taken up by Placees willbe allocated in proportion to their allocation of Conditionally Placed Shares,after taking account of the extent to which they (and any other Placees) takeadvantage of the Set-Off arrangements described here. Where set-off applies,any Conditionally Placed Shares taken up by Placees in the Open Offer and forwhich set-off is claimed, will be deducted from those persons' participationsfor the purpose of computing each Placees' proportionate allocation ofConditionally Placed Shares. Accordingly, the claiming of set-off by somePlacees and not others may result in the latter receiving a disproportionatelylarge allocation of Conditionally Placed Shares relative to the overall level oftake-up by Shareholders under the terms of the Open Offer. 4. Details of the results of the Open Offer, and the number ofConditionally Placed Shares for which Placees will be required to subscribe(which, together with its Firm Placed Shares, shall not in respect of any Placeein any event exceed that Placee's total Placing Commitment) and the amountpayable by the Placee to the Company in respect of the Conditionally PlacedShares will be notified to Placees as soon as possible after the Open Offercloses, which is expected to be at 11.00 a.m. on the Closing Date. It isanticipated that this notification will occur on the next working day followingthe Closing Date which, on the current timetable, will mean the notificationwill be made on 5 March 2007. Subject to the effects of the set-off arrangementsdescribed above, the New Ordinary Shares not taken up by Qualifying Shareholderspursuant to the Open Offer will be allocated among Placees as nearly as possiblein the same proportions as their respective conditional commitments to subscribefor Conditionally Placed Shares bears to the total number of ConditionallyPlaced Shares. 5. Commissions will not be paid on the Firm Placed Shares. In respect ofthe Conditionally Placed Shares, if the Placing Agreement becomes unconditional:(i) a commitment commission of 0.5 per cent. on the aggregate value at the OpenOffer Price of the number of Conditionally Placed Shares in a Placee's PlacingCommitment will be paid; and (ii) a further commission of 0.75 per cent. on theaggregate value at the Open Offer Price of all those Conditionally Placed Sharesin a Placee's Placing Commitment that are actually subscribed by it (if any) inaccordance with this Appendix will be paid. Details of commissions in respectof Conditionally Placed Shares will be included in the Oral Confirmation and theConfirmed Commitment Letter. In the event that the conditions set out in the Placing Agreement are notsatisfied in accordance with their terms or waived, or if KBC Peel Huntexercises its right to terminate the Placing Agreement in accordance with itsterms (see further below under the heading 'Right to Terminate under the PlacingAgreement'), Placees will not be entitled to any commissions, fees or expenseswhatsoever. The full terms and conditions of the Open Offer are set out in theProspectus. Conditions of the Placing The obligations of KBC Peel Hunt under the Placing Agreement are conditional, inter alia, on: 1. the Prospectus being stamped as approved by the UKLA and published in accordance with the provisions of FSMA and the Prospectus Rules; 2. the passing of the Resolutions without material amendment at the EGM (or any adjournment thereof); 3. the Offer becoming unconditional in all respects (save in respect of any condition relating to Admission); and 4. Admission becoming effective by no later than 8:00 a.m. on 6 March 2007 (or by such other date, being not later than 3:00 p.m. on 30 March 2007, as the Company and KBC Peel Hunt may in their discretion determine). If (a) the conditions set out in the Placing Agreement are not satisfied orwaived by KBC Peel Hunt by 8:00 a.m. on 6 March 2007 (or by such other date,being not later than 3:00 p.m. on 30 March 2007, as the Company and KBC PeelHunt may in their discretion determine) or (b) the Placing Agreement isterminated in the circumstances specified below, the Placing and Open Offer willlapse and the rights and obligations of the Placees hereunder shall cease anddetermine at such time and no claim can be made by any Placee in respectthereof. In such event, all monies (if any) paid by the Placees to KBC Peel Huntat such time shall be returned to the Placees at their sole risk without anyobligation on the part of the Company or KBC Peel Hunt or any of theirrespective affiliates to account to the Placees for any interest earned on suchfunds. By participating in the Placing, the Placee agrees that its Placing Commitmentshall be irrevocable and its obligations in respect thereof will not be capableof rescission or termination by the Placee in any circumstance (including in theevent that any withdrawal rights arise which but for the making by the Placee ofthe representations and warranties as set out in this Appendix would otherwisebe exercisable by such Placee under section 87Q FSMA) and KBC Peel Hunt's rightsand obligations (and therefore each Placee's Placing Commitment) will terminateif the conditions to the Placing Agreement are not satisfied in accordance withtheir terms or waived or if the Placing Agreement is terminated. The Placees acknowledge and agree that the Company and KBC Peel Hunt mayexercise their contractual rights to waive or to extend the time and/or date forfulfilment of any of the conditions in the Placing Agreement. Any suchextension or waiver will not affect Placees' commitments. Neither KBC Peel Huntnor the Company shall have any liability to any Placee (or to any other personwhether acting on behalf of a Placee or otherwise) in respect of the exercise ofits contractual rights to waive or to extend the time and/or date for thesatisfaction of any condition in the Placing Agreement or in respect of thePlacing generally. Right to Terminate under the Placing Agreement KBC Peel Hunt will be entitled in its absolute discretion by notice to theCompany prior to Admission to terminate its obligations under the PlacingAgreement if: 1. any of the conditions to the Offer is not satisfied in accordance with its terms and (where capable of waiver) the Company (acting in compliance with its obligations under the Placing Agreement) has not waived such condition; and/or 2. any right to terminate, rescind or withdraw the Offer has arisen and/or has become exercisable under the terms of the Offer and the City Code and, where required, the Panel has consented to such termination, rescission or withdrawal (in each case, including by reason of the invocation of any condition to the Offer). Each Placee agrees with KBC Peel Hunt that the exercise by KBC Peel Hunt of itsright of termination of the Placing Agreement, or any other discretion undersuch agreement, shall be within the absolute discretion of KBC Peel Hunt andthat KBC Peel Hunt shall have no liability to any Placee whatsoever inconnection with any decision to exercise or not to exercise any such right ordiscretion. Placees should note that the Placing and Open Offer is being used tofund the acquisition of Linden Holdings plc, which is subject to the provisionsof The City Code on Takeovers and Mergers. Accordingly, the termination rightsof KBC Peel Hunt are limited in their scope and do not include, for example,force majeure, material adverse change in the financial or trading position ofthe Company or breach of the representations and warranties included in thePlacing Agreement. Commitments from Placees will be made solely on the basis of the informationcontained in this announcement and the Prospectus, which will be circulated toPlacees on the date of this announcement. Each Placee, by accepting aparticipation in the Placing, agrees that the content of this announcement(including this Appendix) and such Prospectus are exclusively the responsibilityof the Company and confirms to KBC Peel Hunt and the Company that it has notrelied on any other information, representation, warranty or statement made byor on behalf of KBC Peel Hunt (in each case, other than the amount of therelevant Placing participation and amount of placing commissions communicated byKBC Peel Hunt in the Oral Confirmation), or the Company and neither KBC PeelHunt nor the Company will be liable for the decision of any Placee to accept aninvitation to participate in the Placing based on any other information,representation, warranty or statement which the Placee may have obtained orreceived (regardless of whether or not such information, representation,warranty or statement was given or made by or on behalf of any such persons).Each Placee acknowledges to and agrees with KBC Peel Hunt, for itself and asagent for the Company, that except in relation to the information in thisannouncement and in the Prospectus to be circulated to Placees on the date ofthis announcement it has relied on its own investigation of the business,financial or other position of the Company in deciding to participate in thePlacing. Nothing in this paragraph shall exclude the liability of any person forfraudulent misrepresentation. Registration and Settlement Settlement of transactions in the New Ordinary Shares following Admission willtake place within CREST, subject to certain exceptions. KBC Peel Hunt reservesthe right to require settlement for and delivery of such New Ordinary Shares tothe Placees in such other means that it deems necessary if delivery orsettlement is not possible within CREST within the timetable set out in thisannouncement or would not be consistent with the regulatory requirements in thejurisdictions of such Placees. Following the result of the Open Offer, each Placee that has agreed to subscribefor Conditionally Placed Shares shall be sent a further confirmed commitmentletter (the 'Further Confirmed Commitment Letter') that will state the number ofConditionally Placed Shares allocated to it and the aggregate amount owed by it. It is expected that settlement of the Placing will occur on 6 March 2007 (the'Settlement Date'). On that date each Placee must settle the full amount owed byit in respect of the Conditionally Placed Shares notified to it in the FurtherConfirmed Commitment Letter and the Firm Placed Shares allocated to it. KBCPeel Hunt may (having consulted the Company) specify a later settlement date atits absolute discretion. Payment must be made in cleared funds. The paymentinstructions for settlement in CREST and settlement outside of CREST will be setout in the Confirmed Commitment Letter. The trade date in CREST of the NewOrdinary Shares settled therein is expected to be 5 March 2007. Interest will be charged daily, on the consideration due, in respect of paymentsnot received for value by the required time referred to above for every day (orpart thereof) after the Settlement Date at a rate per annum equal to 2percentage points above the Barclays Bank plc base rate. If a Placee does notcomply with its obligations hereunder, KBC Peel Hunt may sell the New OrdinaryShares allocated to such Placee (as agent for such Placee) and retain from theproceeds, for its own account, an amount equal to the aggregate value, at theOpen Offer Price, of the number of New Ordinary Shares in such Placee's PlacingCommitment plus any interest due. The relevant Placee will, however, remainliable, inter alia, for any shortfall below such amount and it may be requiredto bear any stamp duty or stamp duty reserve tax (together with any interest orpenalties) that may arise upon the sale of its New Ordinary Shares on itsbehalf. Time shall be of the essence as regards the obligations of Placees to settlepayment for the Firm Placed Shares and Conditionally Placed Shares and to complywith their other obligations under this Appendix. If New Ordinary Shares are to be delivered to a custodian or settlement agent ofa Placee, the relevant Placee should ensure that its Confirmed Commitment Letteris copied and delivered immediately to the relevant person within thatorganisation. Insofar as New Ordinary Shares are registered in the name of a Placee or that ofits nominee or in the name of any person for whom the Placee is contracting asagent or that of a nominee for such person, such New Ordinary Shares will,subject as provided below, be so registered free from any liability to UK stampduty or stamp duty reserve tax. Representations and Warranties by Placees By participating in the Placing, each Placee (and any persons acting on itsbehalf) confirms, represents, warrants, undertakes and acknowledges to KBC PeelHunt and the Company that: 1. it has read this announcement in its entirety and acknowledges that itsparticipation in the Placing will be governed by the terms of this Appendix; 2. it will subscribe for the Firm Placed Shares and, subject to scaling backas described above, the Conditionally Placed Shares allocated to it in thePlacing and pay for the same in accordance with the terms of this Appendixfailing which the relevant New Ordinary Shares may be placed with othersubscribers or sold as KBC Peel Hunt, in its absolute discretion, determines andwithout liability to such Placee; 3. its obligations under the Placing are irrevocable and will not be capableof rescission or termination by the Placee in any circumstance (including in theevent that any withdrawal rights arise which but for the making by the Placee ofthis confirmation would otherwise be exercisable by such Placee under section87Q FSMA) and KBC Peel Hunt's rights and obligations (and therefore eachPlacee's Placing Commitment) will terminate if the Placing Agreement fails tobecome unconditional or is terminated and that it understands that the PlacingAgreement will only be capable of termination in the limited circumstances setout in the Placing Agreement and summarised in this Appendix; 4. it understands that the contents of this announcement and the Prospectusare exclusively the responsibility of the Company and that neither KBC Peel Huntnor any of its affiliates nor any person acting on its or their behalf has orshall have any liability for any information, representation or statementcontained in this announcement and in the Prospectus or any informationpreviously published in respect of the Company and will not be liable for anyPlacee's decision to participate in the Placing and Open Offer based on anyinformation, representation or statement contained in the Prospectus; 5. it is entitled to subscribe for and purchase New Ordinary Shares under thelaws of all relevant jurisdictions which apply to it and that it has fullyobserved and complied with such laws and obtained all such governmentalapprovals and other guarantees and other consents which may be requiredthereunder and complied with all necessary formalities and the Placee has nottaken any action which will or may result in KBC Peel Hunt or the Company or anyof their respective directors, officers, employees, agents or advisers acting inbreach of any law or regulatory requirement in any territory or jurisdiction inrelation to its participation; 6. it has not relied on any representation or warranty in reaching itsdecision to accept its Placing Commitment, other than as included in thisannouncement (including this Appendix) and the Prospectus (to be circulated toPlacees on the date of this announcement), and that accordingly it acknowledgesthat in subscribing for New Ordinary Shares it will be relying solely on theinformation contained in this announcement and the Prospectus and that it is notentitled to rely on any information (including, without limitation, anyinformation contained in any management presentation given in relation to thePlacing and Open Offer) other than that contained in this announcement or theProspectus and that neither of the Company nor KBC Peel Hunt or their respectivedirectors, officers, agents, employees, advisers or any person acting on behalfof any of them or any persons responsible for the Prospectus or any part thereofshall have any responsibility or liability for any such other information,provided that nothing in this paragraph excludes the liabilities of any personfor fraud; 7. it is a Qualified Investor (as defined in section 86(7) FSMA) and inaccepting its participation, it is either (a) acting as principal and for noother person and that acceptance of its participation will not give any otherperson a contractual right to require the issue by the Company of any of the NewOrdinary Shares, or (b) acting for a private client in its capacity as broker onthe terms set out in section 86(2) FSMA; 8. it has complied with its obligations in connection with money launderingunder the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and theMoney Laundering Regulations 2003, as amended (the 'Regulations') and theFinancial Services Authority's Money Laundering Rules, to the extent applicableto it and, where relevant, its client and, if it is making payment on behalf ofa third party, that satisfactory evidence has been obtained and recorded by itto verify the identity of the third party as required by the Regulations; 9. it is a term of its participation that, to ensure compliance with theRegulations, KBC Peel Hunt may, in its absolute discretion, require verificationof a Placee's identity and any other person for whom it is subscribing for NewOrdinary Shares. Pending the provision to KBC Peel Hunt of evidence ofidentity, definitive certificates in respect of the New Ordinary Shares or,where appropriate, delivery of the New Ordinary Shares to the Placee inuncertificated form, may be retained or withheld at KBC Peel Hunt's absolutediscretion. If within a reasonable time after a request for verification ofidentity KBC Peel Hunt has not received evidence satisfactory to it, it may inits absolute discretion, terminate such Placee's participation in which eventthe monies payable on acceptance of allotment will, if paid, be returned withoutinterest to the account of the drawee bank or building society from which theywere originally debited. No New Ordinary Shares will be placed with such Placeeif before Admission its acceptance of any New Ordinary Shares is rejectedpursuant to the Regulations; 10. it is a person at or to whom any communication that is a "financialpromotion", as referred to in FSMA, may lawfully be issued, directed orotherwise communicated without the need for such communication to be approved,made or directed by an "authorised person" as referred to in FSMA; 11. it is a person falling within Article 19(5) or Article 49(2)(a) to (d) ofthe Order (as defined above) and undertakes that it will acquire, hold, manageor dispose of any New Ordinary Shares that are allocated to it for the purposesof its business; 12. it has complied and will comply with all applicable provisions of FSMA withrespect to anything done by it in relation to the New Ordinary Shares in, fromor otherwise involving the United Kingdom and will not sell or offer to sell theNew Ordinary Shares in a manner which will result in an offer to the public forthe purposes of Article 2.1(d) of the Prospectus Directive (No. 2003/71/EC); 13. it has only communicated or caused to be communicated and will onlycommunicate or cause to be communicated any invitation or inducement to engagein investment activity (within the meaning of section 21 of FSMA) relating tothe New Ordinary Shares in circumstances in which section 21(1) of FSMA does notrequire approval of the communication by an authorised person; 14. it has all necessary capacity and authority, its obligations under thePlacing are valid, binding and enforceable and it has obtained all necessaryconsents and authorities to enable it to commit to participation in the Placingand to perform its obligations in relation thereto and will honour itsobligations (including, without limitation, in the case of any person on whosebehalf it is acting, all necessary consents and authorities to agree to theterms set out or referred to in this announcement); 15. KBC Peel Hunt is not making any recommendation to it or advising it withregard to the suitability of any transaction it may enter in connection with thePlacing and Open Offer and the Placee further acknowledges that participation inthe Placing is on the basis that it is not and will not be a client or customerof KBC Peel Hunt or any affiliate thereof and that neither KBC Peel Hunt nor anyof its affiliates has any duty or responsibility to it similar or comparable tothe 'best execution', 'suitability' or 'risk warnings' rules of the FinancialServices Authority or for providing the protections afforded to its clients orcustomers or for providing advice in relation to the Placing or in respect ofany representations, warranties, undertakings or indemnities contained in thePlacing Agreement; 16. the exercise by KBC Peel Hunt of any rights or discretions under thePlacing Agreement shall be within the absolute discretion of KBC Peel Hunt andKBC Peel Hunt need not have any reference to the Placee and shall have noliability to the Placee whatsoever in connection with any decision to exerciseor not to exercise any such right and the Placee agrees that it has no rightsagainst KBC Peel Hunt, the Company or any of their respective directors,officers, employees, agents and advisers under the Placing Agreement pursuant tothe Contracts (Rights of Third Parties) Act 1999; 17. (i) the person whom it specifies for registration as holder of the NewOrdinary Shares will be (a) the Placee or (b) a nominee of the Placee, (ii)neither KBC Peel Hunt nor the Company will be responsible for any liability tostamp duty or stamp duty reserve tax resulting from a failure to observe thisrequirement and (iii) the Placee and any person acting on its behalf agrees tosubscribe on the basis that the New Ordinary Shares will be allotted to theCREST stock account of KBC Peel Hunt who will hold them as nominee on its behalfuntil settlement in accordance with its standing settlement instructions; 18. any agreements entered into by it pursuant to these terms and conditionsshall be governed by and construed in accordance with the laws of England and itsubmits (on behalf of itself and on behalf of any person on whose behalf it isacting) to the exclusive jurisdiction of the English courts as regards anyclaim, dispute or matter arising out of any such contract; 19. the New Ordinary Shares have not been and will not be registered under theSecurities Act or under the applicable securities laws of any other ExcludedTerritory and, subject to certain exceptions, may not be offered, sold, resoldor delivered, directly or indirectly, in or into the United States or any otherExcluded Territory or to, or for the account or benefit of, US persons (as suchterm is defined in Regulation S under the Securities Act) or to any national,resident or citizen of any other Excluded Territory and (unless the Placee istaking up New Ordinary Shares pursuant to such an exception) (i) the Placee isnot within the United States or any other Excluded Territory and it is not a USPerson or a citizen of any other Excluded Territory, and it is not acting forany such national or resident nor is it applying for the benefit of any otheroverseas person (ii) the Placee has not offered, sold or delivered and will notoffer sell or deliver any of the New Ordinary Shares to persons within theUnited States, directly or indirectly, or into any other Excluded Territory,(iii) the Placee is not taking up the New Ordinary Shares for resale in or intothe United States or any other Excluded Territory, and (iv) the Placee will notdistribute any offering material, directly or indirectly, in or into the UnitedStates or any other Excluded Territory or to any persons resident in suchcountries. Terms and expressions used in this paragraph have the meanings givento them by Regulation S made under the Securities Act; 20. neither it nor its affiliates (as defined in Rule 501(b) of the USSecurities Act) nor any person acting on its or their behalf have engaged in orwill engage in any 'general solicitation or general advertising' (within themeaning of Regulation D under the US Securities Act) or 'directed sellingefforts' (as defined in Regulation S under the US Securities Act) in connectionwith any offer or sale of the New Ordinary Shares; 21. the issue to the Placee, or the person specified by such Placee forregistration as holder of New Ordinary Shares, will not give rise to a liabilityunder any of sections 67, 70, 93 or 96 of the Finance Act 1986 (concerningdepositary receipts and clearance services) and in the event of any breach ofthis warranty, the Placee agrees that neither the Company nor KBC Peel Hunt willhave any liability to it or other persons in respect of such tax. The agreementto settle each Placee's subscription (and/or the subscription of a person forwhom it is contracting as agent) free of stamp duty and stamp duty reserve taxdepends on the settlement relating only to a subscription by it and/or suchperson direct from the Company for the New Ordinary Shares in question. Suchagreement assumes that the New Ordinary Shares are not being acquired inconnection with arrangements to issue depositary receipts or to transfer the NewOrdinary Shares into a clearance service. If there were any such arrangements,or the settlement related to other dealing in the Placing Shares, stamp duty orstamp duty reserve tax may be payable, for which neither the Company nor KBCPeel Hunt will be responsible. If this is the case, the relevant Placee shouldtake its own advice and notify KBC Peel Hunt accordingly. In addition, Placeesshould note that they will be liable for any capital duty, stamp duty and allother stamp, issue, securities, transfer, registration, documentary or otherduties 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 ofany New Ordinary Shares or the agreement by them to acquire any New OrdinaryShares; 22. it irrevocably appoints any duly authorised officer or employee of KBC PeelHunt as its agent for the purposes of executing and delivering to the Companyand/or its registrars any documents, and to take such other action, on thePlacee's behalf as may be reasonably necessary or appropriate to enable it to beregistered as the holder of any of the New Ordinary Shares comprised in itsparticipation as indicated by it in the form of confirmation or otherwise inaccordance with the terms of this Appendix; 23. KBC Peel Hunt may in it absolute discretion refuse or scale back a Placee'sPlacing Commitment by any amount as it deems fit; and 24. any monies of any Placee or any person acting on behalf of the Placee heldor received by KBC Peel Hunt will not be subject to the protections conferred bythe FSA's Client Money Rules. As a consequence, these monies will not besegregated from the monies of KBC Peel Hunt and may be used by KBC Peel Hunt inthe course of its business, and the relevant Placee or any person acting on itsbehalf will therefore rank as a general creditor of KBC Peel Hunt. The confirmations, acknowledgements, undertakings, representations andwarranties referred to above are given to each of the Company and KBC Peel Huntand are irrevocable. The Company and KBC Peel Hunt will rely upon the truth andaccuracy of the foregoing confirmations, acknowledgements, undertakings,representations and warranties. This information is provided by RNS The company news service from the London Stock Exchange

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