Offer for Synchronica plc

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

31 January 2012

 SHARE OFFER

for Synchronica plc ("Synchronica") by Myriad Group AG ("Myriad")

Summary

·; The Board of Myriad announces the terms of a share offer to be made by Myriad to acquire the entire issued and to be issued ordinary share capital of Synchronica.

·; Under the terms of the Offer, Synchronica Shareholders will be entitled to receive:

for every 100 Synchronica Shares 4.67 New Myriad Shares

·; Based on the Closing Price of a Myriad Share of CHF 4.01 and an exchange rate of CHF 1.44 to £1.00 on 30 January 2012, being the latest practicable date prior to this announcement, the Offer values each Synchronica Share at 13 pence, representing a premium of approximately:

o 70.49 per cent. to the Closing Price of a Synchronica Share of 7.625 pence on 10 November 2011, being the date prior to 11 November 2011, the date on which Myriad first made a non-binding indicative proposal to the Board of Synchronica regarding a potential offer; and

o 89.02 per cent. to the 60-dealing day volume-weighted average share price of a Synchronica Share of 6.88 pence prior to 3 January 2012, the date of Synchronica's announcement that it had received an approach from Myriad regarding a potential offer.

·; Based on the Closing Price of a Myriad Share of CHF 4.01 and an exchange rate of CHF 1.44 to £1.00 on 30 January 2012, being the latest practicable date prior to this announcement:

o the Offer values the entire issued and to be issued ordinary share capital of Synchronica at approximately £20.63 million; and

o Myriad had a market capitalisation of approximately CHF 197.05 million (approximately £136.85 million).

·; The Board of Myriad believes the Offer is attractive to Synchronica Shareholders for the following reasons:

o the Offer represents a significant premium of 70.49 per cent. to the Closing Price of a Synchronica Share on 10 November 2011, the date prior to 11 November 2011, the date on which Myriad first made a non-binding indicative proposal to the Board of Synchronica regarding a potential offer;

o as at 10 November 2011, Synchronica had a market capitalisation of approximately £12.1 million and an obligation to pay deferred acquisition consideration to Nokia Corporation ("Nokia") of approximately US$20.2 million (the "Nokia Debt") which is payable in full before 31 December 2015;

o the Myriad Board does not believe that Synchronica, given its current financial position and future prospects, will be able to repay the Nokia Debt and would also question Synchronica's ability to meet the current repayment schedule in the short term;

o Myriad has received confirmation from Nokia that the Nokia Debt will not become immediately payable in full as a result of the Offer;

o Synchronica has previously made disclosures in relation to the appropriateness of preparing Synchronica's financial statements on the going concern basis; and

o the Board of Myriad believes the enlarged group would give Synchronica Shareholders an investment in a company with a larger established base of installed products, a global spread of revenues, a stronger balance sheet, an experienced management team and the potential to take advantage of significant future growth opportunities.

·; Synchronica Shareholders should also be aware that:

o the Board of Myriad will continue to discuss the merits of the Offer with the Board of Synchronica and seek its recommendation of the Offer; and

o if a recommendation of the Offer is forthcoming, the Board of Myriad will also consider making a short term loan to Synchronica, if requested by the Board of Synchronica, in order to assist with any short term funding issues that Synchronica may face during the Offer Period.

·; The Offer will be subject to the terms and conditions set out in Appendix I, and to be set out in the Offer Document, which include valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) (corresponding to 8.00 a.m. Toronto time) on the first closing date of the Offer (or such later time(s) and/or dates(s) as Myriad may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. of Synchronica Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those shares (or, in either case, such lower percentage as Myriad may decide).

·; Application will be made for the New Myriad Shares to be admitted to trading on the Main Standard of the SIX Swiss Exchange as soon as practicable following the Offer being declared or becoming unconditional in all respects. Myriad does not intend to apply for the New Myriad Shares to be admitted to the Official List in the UK nor admitted to trading on either AIM or the Main Market of the London Stock Exchange.

·; Myriad is a Swiss joint stock company traded on the Main Standard of the SIX Swiss Exchange (SIX: MYRN) (listed since 29 September 2005 (previous name Esmertec)). Myriad is a software company providing software solutions and services for the mobile phone and consumer electronics industries. As an experienced player in mobile technology, operating from 14 locations across the world, Myriad provides the software and platforms that power hardware and services for leading brands in mobile, consumer electronics and, increasingly, digital media. As a specialist in embedded device software, with expertise in social media, since its inception Myriad has shipped more than 3.8 billion software applications in more than 2.2 billion mobile phones.

·; Synchronica is a public company traded on AIM (AIM: SYNC) (admitted December 2004), as well as the TSX Venture Exchange (TSX-V: SYN) (admitted September 2010). Synchronica is a developer of next-generation mobile messaging solutions based on open industry standards. Synchronica's business is now predominantly based on its flagship product, Mobile Gateway, providing push email, synchronisation, instant messaging (IM), backup and restore and mobile connectivity to popular social networking services. Synchronica's products are white-labelled and offered by mobile network operators and device manufacturers in emerging and developed markets. 

Commenting on the Offer, Simon Wilkinson, Chief Executive Officer of Myriad, said:

"We view our all share offer as attractive to the shareholders of Synchronica. It represents a significant premium to Synchronica's volume-weighted average share price in November and December 2011 and a compelling value proposition, affording Synchronica Shareholders continued participation in a combined business that we consider will be a leader in mobile software technology, with an enhanced product portfolio and cross-selling opportunities. The combined businesses should be well-positioned to exploit the opportunities presented by the growing global demand for mobile data consumption and to deliver enhanced value for shareholders."

This summary should be read in conjunction with the full text of the following announcement and the appendices to this announcement. In particular, the Offer will be subject to the terms and conditions set out in Appendix I and to the further terms that will be set out in the Offer Document. Appendix II contains the sources and bases for calculation of certain information used in this summary and the following announcement. Appendix III contains definitions of certain terms and a glossary of technical terms used in this summary and the rest of this announcement.

Myriad will dispatch the Offer Document, and make publicly available the Prospectus Equivalent Document in respect of the New Myriad Shares to be issued in connection with the Offer, to Synchronica Shareholders and, for information only, to holders of share options and warrants in Synchronica as soon as practicable and, in any event, within 28 days of the date of this announcement.

Enquiries:

The Myriad Directors accept responsibility for the information contained in this announcement save that the only responsibility accepted by them in respect of such information as relates to Synchronica (which has been compiled from publicly available information) has been to ensure that such information has been correctly and fairly reproduced and compiled. To the best of the knowledge and belief of the Myriad Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Zeus Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Myriad and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Myriad for providing the protections afforded to clients of Zeus Capital Limited, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.

This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched. The proposal for the Offer will be made solely through the Offer Document and the accompanying Form of Acceptance, which will contain the full terms and conditions of the Offer including details of how to accept the Offer, and the Prospectus Equivalent Document. Please read carefully the Offer Document and the Prospectus Equivalent Document in their entirety before making a decision with regards to the Offer. Any acceptance or other response to the proposals should be made on the basis of the information in the Offer Document and the Prospectus Equivalent Document.

Myriad reserves the right to elect, with the consent of the Panel (where necessary), to implement the acquisition of Synchronica by way of a court-approved scheme of arrangement in accordance with Part 26 of the Companies Act 2006. In such event, the acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer.

Forward-looking Statements

This announcement contains statements that are, or may be, forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may", "consider", "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or the negative of such words are forward-looking statements. Forward-looking statements include statements relating to the following: (i) the expected timetable for implementing the Offer, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of Myriad or Synchronica or the Combined Group; (ii) business and management strategies and the expansion and growth of Myriad's, Synchronica's or the Combined Group's operations and potential synergies resulting from the Offer by Myriad for Synchronica; and (iii) the effects of government regulation on Myriad's, Synchronica's or the Combined Group's respective businesses.

These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Myriad or Synchronica. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Myriad or any of its members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Myriad disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law. All forward-looking statements included in this document are based on information available to Myriad on the date of this announcement and are made only as of the date of this announcement. Undue reliance should not be placed on such forward-looking statements.

Subject to compliance with the City Code, Myriad does not intend nor undertake any obligation, to update any information contained in this document, except as required by applicable law.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period, and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror(s). A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should obtain professional advice and observe any applicable requirements.

This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

In particular, this announcement is not an offer which is being made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, email, facsimile transmission, telex, telephone, the internet or other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of a Restricted Jurisdiction and the Offer cannot be accepted by any such use, means, instrumentality or facility from or within a Restricted Jurisdiction.

This document does not constitute an offer in, or into, Canada. Any offer made to Canadian Synchronica Shareholders will be made in accordance with applicable Canadian securities laws. Documents relating to the Offer applicable to Canadian Synchronica Shareholders will be mailed in accordance with applicable Canadian securities laws and made available on the System for Electronic Document Analysis and Retrieval at www.sedar.com under Synchronica's profile.

Opening position disclosure

On 16 January 2012 and 17 January 2012, Myriad disclosed the details required to be disclosed by it under Rule 8.1(a) of the City Code.

Publication on website

A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Myriad's website at www.myriadgroup.com by no later than 12.00 noon (London time) on 1 February 2012 and will remain available during the course of the Offer.

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

31 January 2012

SHARE OFFER

for Synchronica plc ("Synchronica")

by Myriad Group AG ("Myriad")

1. Introduction

The Board of Myriad today announces the terms of a share offer to be made by Myriad for the entire issued and to be issued ordinary share capital of Synchronica.

The Board of Myriad will continue to discuss the merits of the Offer with the Board of Synchronica and seek its recommendation of the Offer.

2. The Offer

The Offer, which will be made subject to, inter alia, the Conditions and further terms summarised below and set out in Appendix I to this announcement (and to those to be set out in the Offer Document and the Form of Acceptance), will be made on the following basis:

for every 100 Synchronica Shares 4.67 New Myriad Shares

Based on the Closing Price of a Myriad Share of CHF 4.01 and an exchange rate of CHF 1.44 to £1.00 on 30 January 2012, being the latest practicable date prior to this announcement, the Offer values each Synchronica Share at 13 pence, representing a premium of approximately:

·; 89.02 per cent. to the 60-dealing day volume-weighted average share price of a Synchronica Share of 6.88 pence prior to 3 January 2012, the date of Synchronica's announcement that it had received an approach from Myriad regarding a potential offer;

·; 70.49 per cent. to the Closing Price of a Synchronica Share of 7.625 pence on 10 November 2011, being the date prior to 11 November 2011, the date on which Myriad first made a non-binding indicative proposal to the Board of Synchronica regarding a potential offer;

·; 67.74 per cent. to the Closing Price of a Synchronica Share of 7.750 pence on 30 December 2011, being the last practicable dealing day prior to the date of Synchronica's announcement that it had received an approach from Myriad and the commencement of the Offer Period; and

·; 1.96 per cent. to the Closing Price of a Synchronica Share of 12.75 pence on 30 January 2012, being the latest practicable date prior to this announcement.

Based on the Closing Price of a Myriad Share of CHF 4.01 and an exchange rate of CHF 1.44 to £1.00 on 30 January 2012, being the latest practicable date prior to this announcement, the Offer values the entire issued ordinary share capital of Synchronica at approximately £20.63 million.

As at 30 January 2012, Myriad had a market capitalisation of approximately CHF 197.05 million (approximately £136.85 million).

Subject to the terms and conditions as set out in Appendix I (and to those to be set out in the Offer Document and the Form of Acceptance), the Offer will extend to all Synchronica Shares unconditionally allotted or issued and fully paid as at the date of the Offer and any Synchronica Shares which are unconditionally allotted or issued (including pursuant to the exercise of options granted under the Synchronica Share Option Schemes or pursuant to the exercise of Warrants) while the Offer remains open for acceptance (or by such earlier date as Myriad may, subject to the City Code, decide, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances).

3. Background to and reasons for the Offer

Myriad is a software company providing solutions and services for the mobile phone and consumer electronics industries. Myriad's platform (incorporating its proprietary Xumii technology) is enabling it to develop a leading position in the provision of social networking services over mobile phones, particularly in emerging markets and, increasingly, in digital media.

Like Myriad, Synchronica is a developer of open standards-based, next-generation mobile messaging solutions. In addition, like Myriad, Synchronica's white-labelled products are licensed by service providers, device manufacturers and OEMs across both emerging and developed markets.

Myriad's interest in Synchronica has been driven by the perceived quality of its client base and the complementary nature of its product portfolio. Myriad believes it has the expertise to build upon these strengths with the aim of enabling the enlarged Combined Group to grow the business through greater scale and penetration in the sector internationally.

The Board of Myriad believes the Offer is attractive to Synchronica Shareholders for the following reasons:

·; the Offer represents a significant premium of 70.49 per cent. to the Closing Price of a Synchronica Share of 7.625 pence on 10 November 2011, being the date prior to the date on which Myriad first made a non-binding indicative proposal to the Board of Synchronica regarding a potential offer;

·; as at 10 November 2011, Synchronica had a market capitalisation of approximately £12.1 million and an obligation to pay deferred acquisition consideration to Nokia Corporation ("Nokia") of approximately US$20.2 million (the "Nokia Debt") which is payable in full before 31 December 2015; and

·; the Myriad Board does not believe that Synchronica, given its current financial position and future prospects, will be able to repay the Nokia Debt and would also question Synchronica's ability to meet the current repayment schedule in the short term.

The Board of Myriad believes that the Combined Group will give Synchronica Shareholders an investment in a company with:

·; a platform and compelling product and service portfolio to facilitate the global social mobile revolution;

·; increased scale with an opportunity to compete more effectively against global alternative suppliers in securing new customers;

·; enhanced cross-selling opportunities from being the incumbent in a larger base of both corporate customers and installed products;

·; an enlarged group with a greater global spread of revenues and extended capabilities, especially within growth markets;

·; a strong, expanded base in proprietary intellectual property combined with the ability and the financial resources to exploit IP through sale or integration into new product lines;

·; an enlarged group with a stronger balance sheet, taking into account Myriad's approximately US$25 million cash balance (as of 31 December 2011 (unaudited));

·; the ability to make cost savings through the potential elimination of duplication of resources; and

·; a management team experienced at exploiting market trends, delivering innovation and successfully integrating acquired businesses.

The Board of Myriad believes that the Combined Group should be well-positioned to meet and exploit the growing global customer demand for mobile services, particularly social networking, analytics-powered services and the opportunities presented by the Connected Home.

Myriad has received confirmation from Nokia that the Nokia Debt will not become immediately payable in full as a result of the Offer.

Myriad initially made a non-binding indicative proposal to the Board of Synchronica on 11 November 2011 regarding a possible offer. Discussions have continued since the initial proposal, however, as of the date of this announcement, the Board of Synchronica has not been forthcoming regarding a recommendation for the Offer. The Board of Myriad will continue to discuss the merits of the Offer with the Board of Synchronica and seek its recommendation of the Offer.

If a recommendation of the Offer by the Board of Synchronica is forthcoming, the Board of Myriad will also consider making a short term loan to Synchronica, if requested by the Board of Synchronica, in order to assist with any short term funding issues that Synchronica may face during the Offer Period.

4. Strategic rationale for the Offer

The Combined Group would benefit from Myriad's experienced management and operational team, particularly their expertise in integrating acquired businesses. As a result, the Board of Myriad is confident of being able to unite the two organisations smoothly and efficiently following completion of the Offer.

The Board of Myriad also believes that the case for acceptance of the Offer is underpinned by the potential enhanced value to be derived from a combination of Myriad and Synchronica. The value of the Offer is more than Myriad would attribute to Synchronica on a standalone basis, without Myriad's wider ambition to build a much larger business in this market and the potential synergies that could be derived from a combination with Myriad.

Myriad believes that in the light of the recent management disruption to Synchronica, in particular the departure of the founders and the introduction of a new Chairman, Chief Executive Officer and acting Chief Financial Officer, Synchronica has entered a period of instability that means taking full advantage of future opportunities in the market referred to above may prove challenging.

In addition, Myriad believes that its all share Offer will allow the continued participation by Synchronica Shareholders in the Combined Group and the ability to gain exposure to a leading player in mobile software technology, with an enhanced product portfolio, cross-selling opportunities, a strengthened intellectual property portfolio, potential cost savings and a team experienced in acquiring businesses and their integration. 

Enhanced Product Offering

Synchronica's flagship product, Synchronica Mobile Gateway, would represent an important addition to the Myriad portfolio, complementing and extending its global reach by providing pre-RCS push e-mail, synchronisation, instant messaging (IM) and social networking services to any mobile phone currently in use. Synchronica is also engaged in the development of a next-generation mobile messaging solution based on open industry standards. These markets are subject to fast-changing patterns of consumer behaviour. The Board of Myriad believes an acquisition of Synchronica by Myriad would offer not only product leverage but also an accelerated means of achieving Synchronica's strategic goals.

Cross-selling Opportunities

The Board of Myriad continues to see opportunity arising from the growth in global mobile data consumption. It believes that Synchronica's customer base and the industry segments it serves complement those of Myriad, affording the scope to extend the market reach of both businesses' products and technologies.

Strengthened Intellectual Property Portfolio

Myriad has a background of developing new technologies, with a portfolio of over 300 patents combined with the ability and financial resources to exploit IP through sale or integration into new product lines. Like Myriad, Synchronica also owns valuable intellectual property, most notably, its patented transcoding technology which uses advanced streaming to download e-mail attachments. The Board of Myriad believes that the combination of the portfolios provides further opportunity to fully exploit such IP.

Potential Synergies and Cost Savings

While no detailed analysis has been undertaken nor any firm opinions formed, Myriad's management team believe it is possible that an acquisition of Synchronica by Myriad would lead to cost efficiencies through a rationalisation of the premises the businesses are currently conducted from. Initially, it is likely that any headcount reductions would be from duplicated management positions.

Synchronica is headquartered in the United Kingdom and has a complementary regional presence in Canada, as well as the USA, Hong Kong, Spain and Dubai, but stands particularly to benefit from the channel developed by Myriad's rapid growth in Asia and Latin America, where Myriad currently delivers approximately two thirds of its revenues. Synchronica also operates dedicated development centres in Germany and the Philippines, which will complement Myriad's centres in China and France.

Myriad believes that the potential acquisition would enhance its position as a global player, serving more than 100 mobile operators and over 20 handset manufacturers and OEMs.

Acquisition and Growth

Myriad's management team is experienced in successfully integrating businesses and product portfolios, demonstrated through the combination of the assets of Openwave, Esmertec, Purple Labs and Xumii. Myriad is also experienced in identifying and exploiting trends to accelerate the evolution of mobile web experience.

Benefits of the Acquisition for Synchronica Shareholders

In summary, the acquisition would create a European-headquartered global business with an increased opportunity to capitalise on expanding world and regional markets. Through increased revenue generation based on consolidated technical excellence and global execution, it has the potential to increase value for Synchronica Shareholders and Myriad Shareholders through a proposition that should deepen the Combined Group's relationship with existing service provider customers and the extension of its geographic delivery.

The Combined Group will also have a research, development and support capability that should accelerate new business development.

Synchronica Shareholders would also benefit from the premium implied by the Offer and the pro rata access to the economic benefits of the combination through their ownership of approximately 13 per cent. of the Combined Group (assuming full acceptance of the Offer, no exercise of Warrants and no exercise of options or vesting of awards under the Synchronica Share Option Schemes).

The Myriad Board does not believe that Synchronica, given its current financial position and future prospects, will be able to repay the Nokia Debt and would also question Synchronica's ability to meet the current repayment schedule in the short term. Synchronica Shareholders' attention is drawn to previous disclosures by Synchronica in relation to the appropriateness of preparing Synchronica's financial statements on a going concern basis. The disclosures in Synchronica's audited report and accounts for the year ended 31 December 2010 and in Synchronica's interim results for the period ended 30 June 2011 contain the following:

"The forecasts and projections, which include monthly cash flows, suggest that provided the group trades in line with expectations it has sufficient funds to meet its liabilities as they fall due. There is however a risk that the group may not meet its revenue expectations and/or that while it may meet these revenue expectations it might meet them more slowly than anticipated; either or both of these could test the group's cashflow. The forecasts are reliant on collecting cash from existing customers and signing new deals with new customers which are expected but not guaranteed, negotiations are ongoing.

In addition, the group is operating in a highly specialised and fast moving environment in which in order to generate revenue it is necessary that the products are and remain up to date. This leaves the group with little opportunity to reduce costs if it is to remain competitive.

The directors acknowledge there is a material uncertainty related to these events, that may cast significant doubt on the group's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. Given this uncertainty, the directors, subject to shareholder approval where this is required, continue to consider the funding of the group and may from time to time raise additional working capital either by entering credit agreements and/or by raising additional equity funding.

The group has faced the uncertainties noted above through its life. To date, when required, management has been successful in raising additional funding from existing and new investors. Based on forecasts and projections, management expects the group to continue as a going concern."

The Combined Group will have a larger established base of installed products with a greater global spread of revenues.

The Combined Group will also have a stronger balance sheet, taking into account Myriad's approximately US$25 million cash balance (as of 31 December 2011 (unaudited)).

5. Information relating to Myriad

Myriad, a Swiss joint stock company traded on the Main Standard of the SIX Swiss Exchange (SIX: MYRN) (listed since 29 September 2005 (previous name Esmertec)), is a software company providing software solutions and services for the mobile phone and consumer electronics industries. An experienced player in mobile technology, operating from 14 locations across the world, Myriad provides the software and platforms that power hardware and services for the leading brands in mobile, consumer electronics and, increasingly, digital media.

Since its inception, Myriad has shipped more than 3.8 billion software applications in more than 2.2 billion mobile phones.

The Myriad Group's technology is a revenue engine for mobile operators. Coupled with the expertise it provides to deliver smartphone experiences on lower-end handsets, Myriad is a partner for a number of companies in the global ODM and OEM industry. Its browsing, messaging and run-time software continue to power hundreds of millions of new devices each year. Myriad technology is also securing a presence in the consumer electronics sector, delivering core operating software to power set-top boxes and Blu-ray disc players.

Myriad solutions handle billions of transactions each year, running information services and financial transactions that materially reduce operator customer support costs.

Myriad's platform (incorporating its proprietary Xumii technology) is enabling it to develop a leading position in one of the fastest growing segments of the mobile market; the provision of social networking over mobile phones in emerging markets.

Using a cloud computing architecture, Xumii integrates a mobile user's phone contacts, social networks and instant messaging services onto a single screen. Mobile users can simultaneously access Facebook, MySpace, Flickr, YouTube, Google Talk, Yahoo Messenger, AIM, Windows Live and other popular social networking Internet services, send messages, update status and share photos from their mobile devices.

During 2012, Myriad continues to see opportunities deriving from the growth in mobile data consumption, particularly mobile social networking; new opportunities in Java outside of the mobile field; the emerging market in mobile analytics and the exploitation of its Android expertise.

As at 30 January 2012, Myriad had a market capitalisation of approximately CHF 197.05 million (approximately £136.85 million).

6. Information relating to Synchronica

Synchronica, a public company incorporated in the UK traded on AIM (AIM: SYNC) (admitted December 2004), as well as the TSX Venture Exchange (TSX-V: SYN) (admitted September 2010), is a developer of next-generation mobile messaging solutions based on open industry standards. Synchronica's business is now predominantly based on its flagship product; Mobile Gateway, providing push email, synchronisation, instant messaging (IM), backup and restore and mobile connectivity to popular social networking services.

Synchronica's products are white-labelled and offered by mobile network operators and device manufacturers in emerging and developed markets.

Synchronica's flagship product, Mobile Gateway, would represent an addition to the Myriad portfolio, complementing and extending its global reach by providing pre-RCS push e-mail, synchronisation, instant messaging and social networking services.

7. Management, employees and locations

Myriad has not carried out any due diligence on Synchronica in relation to the Offer (other than a review of (i) the Annual Report and Accounts of Synchronica for the year ended 31 December 2010; and (ii) public announcements released through a Regulatory Information Service) prior to the date of this announcement and intends, conditional upon the Offer becoming or being declared unconditional in all respects, to carry out a strategic review of Synchronica's business and operations to be completed as soon as possible. Until such a review is completed, Myriad cannot be certain as to what, if any, repercussions there will be on employment, the locations of Synchronica's places of business or any redeployment of their fixed assets. However, while it is the intention of Myriad to build a larger business in the marketplace and that currently Myriad has no specific plans to make personnel changes, it is likely that some changes would be made.

While no detailed analysis has been undertaken nor any firm opinions formed, Myriad's management team believe it is possible that an acquisition of Synchronica by Myriad would lead to cost efficiencies through a rationalisation of the premises the businesses are currently conducted from. Initially, it is likely that any headcount reductions would be from duplicated management positions.

Notwithstanding the above, the Board of Myriad confirms that, upon the Offer becoming or being declared unconditional in all respects, the existing employment rights of all Synchronica employees will continue to be fully safeguarded.

8. Conditions of the Offer

The Offer will be subject to the fulfilment of the conditions summarised below and other conditions that are customary for a transaction of this nature as set out in Appendix I. The Offer will lapse unless these conditions have been and remain satisfied, fulfilled or, if capable of waiver, waived prior to the expiry of the Offer. Myriad is not able to waive, in whole or in part, the "minimum acceptance condition" or the "Myriad Shareholder and SIX Swiss Exchange listing condition" described below. Myriad reserves the right to waive, in whole or in part, any or all of the other conditions to the Offer, subject to applicable law and regulation.

Minimum acceptance condition

Valid acceptances having been received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) (corresponding to 8.00 a.m. Toronto time) on the first closing date of the Offer (or such later time(s) and/or dates(s) as Myriad may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. of Synchronica Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those shares (or, in either case, such lower percentage as Myriad may decide). However, this condition will not be satisfied unless Myriad and/or any other members of the Myriad Group have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Synchronica Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of Synchronica. 

Myriad Shareholder and SIX Swiss Exchange listing condition

Myriad Shareholders having approved the creation of the New Myriad Shares at the Myriad General Meeting and the New Myriad Shares having been approved for listing on the Main Standard of the SIX Swiss Exchange in accordance with applicable formalities of Swiss law and the SIX Swiss Exchange.

9. Offer-related arrangements

On 27 April 2010, Synchronica and Myriad entered into a non-disclosure agreement in a customary form in relation to a potential offer by Myriad for Synchronica which was being discussed at that time. Although it was not entered into in contemplation of the Offer, the non-disclosure provisions remain in force at this time.

Myriad has not carried out any due diligence on Synchronica in relation to the Offer(other than a review of (i) the Annual Report and Accounts of Synchronica for the year ended 31 December 2010; and (ii) public announcements released through a Regulatory Information Service) prior to the date of this announcement.

10. Synchronica Share Option Schemes and Warrants

The Offer will extend to any Synchronica Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) prior to the date on which the Offer closes (or such earlier date as Myriad may, subject to the Code or with the consent of the Panel, determine) including any which are so unconditionally allotted or issued pursuant to the exercise of Warrants, or the exercise of options or vesting of awards under the Synchronica Share Option Schemes.

If the Offer becomes or is declared unconditional in all respects, Myriad will make appropriate proposals in due course to the extent that any outstanding Warrants have not been exercised or options or awards under the Synchronica Share Option Schemes have not yet been exercised or vested, unless the Panel confirms that no such proposals are required.

11. Rights of withdrawal

Synchronica Shareholders shall have the ability to withdraw their acceptances of the Offer only to the extent permitted by applicable law and the City Code, as will be described in more detail in the Offer Document.

12. Settlement

The New Myriad Shares will be issued, credited as fully paid and will rank pari passu in all respects with the Myriad Shares issued and outstanding at the time the New Myriad Shares are issued in connection with the Offer, including the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid by reference to a record date falling after the date on which the New Myriad Shares are issued to accepting Synchronica Shareholders. Application will be made for the New Myriad Shares to be admitted to trading on the Main Standard of the SIX Swiss Exchange.

Based on publicly available information, full acceptance of the Offer will result in the issue of approximately 7,408,712 New Myriad Shares (assuming 158,707,089 issued Synchronica Shares on the basis set out in Appendix II to this announcement), representing approximately 13 per cent. of the enlarged issued share capital of Myriad following completion of the Offer.

Myriad does not intend to apply for the New Myriad Shares to be admitted to the Official List in the UK nor admitted to trading on either AIM or the Main Market of the London Stock Exchange.

13. Fractions

Fractions of New Myriad Shares will not be allotted or issued to Synchronica Shareholders who accept the Offer (including such holders who are deemed to accept the Offer) and will be disregarded.

14. Compulsory acquisition and cancellation of admission to trading of Synchronica Shares

Assuming all other conditions of the Offer have been satisfied or waived (if they are capable of being waived), if Myriad receives acceptances of the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Synchronica Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by the Synchronica Shares to which the Offer relates, Myriad intends to exercise its rights pursuant to the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining Synchronica Shares to which the Offer relates in respect of which the Offer has not been accepted on the same terms as the Offer.

If Myriad receives acceptances of the Offer which would result in it and/or any other members of the Myriad Group holding Synchronica Shares carrying in aggregate more than 75 per cent. of the total number of Synchronica Shares, Myriad intends to procure that Synchronica applies to the London Stock Exchange and to the TSX Venture Exchange for the cancellation of admission to trading of the Synchronica Shares on AIM and on the TSX Venture Exchange, respectively. It is anticipated that such cancellation will take effect no earlier than 20 business days after the Offer becomes or is declared unconditional in all respects, subject to applicable requirements of the AIM Rules and the rules of the TSX Venture Exchange. Following the cancellation of trading, Myriad intends to procure that Synchronica re-registers from a public limited company to a private limited company and intends to cause Synchronica to cease to be a reporting issuer under the securities laws of each province in Canada in which it is a reporting issuer; however, for so long as Synchronica has securities held by Canadian residents, there may be limitations on its ability to cease to have public reporting obligations. Such cancellation and re-registration will significantly reduce the liquidity and marketability of any Synchronica Shares not assented to the Offer.

15. Anticipated timetable

Myriad will dispatch the Offer Document and the accompanying Form of Acceptance, and make publicly available the Prospectus Equivalent Document, to Synchronica Shareholders and, for information only, to holders of Warrants and holders of share options under the Synchronica Share Option Schemes as soon as practicable and, in any event, within 28 days of the date of this announcement.

16. Documentation

A copy of this announcement and the non-disclosure agreement referred to above, will be made available at www.myriadgroup.com by no later than 12 noon (London time) on 1 February 2012 until the Offer closes.

17. General

There are no agreements or arrangements to which Myriad is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition to the Offer.

Neither Myriad nor any person acting in concert with Myriad has any arrangements of the kind referred to in Note 11 on the definition of acting in concert under the Code.

Your attention is drawn to the further information contained in the Appendices which form part of this announcement.

The conditions to the Offer and a summary of the further terms in relation to the Offer set out in Appendix I to this announcement form part of, and should be read in conjunction with, this announcement.

Appendix II to this announcement contains the sources and bases for certain information contained in the announcement.

Appendix III to this announcement contains definitions of certain terms and a glossary of technical terms used in this announcement.

The Offer will be subject to the applicable requirements of the City Code.

This announcement does not constitute an offer or invitation to purchase or subscribe for any securities.

Enquiries:

The Myriad Directors accept responsibility for the information contained in this announcement save that the only responsibility accepted by them in respect of such information as relates to Synchronica (which has been compiled from publicly available information) has been to ensure that such information has been correctly and fairly reproduced and compiled. To the best of the knowledge and belief of the Myriad Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Zeus Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Myriad and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Myriad for providing the protections afforded to clients of Zeus Capital Limited, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.

This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched. The proposal for the Offer will be made solely through the Offer Document and the accompanying Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer, and the Prospectus Equivalent Document. Please read carefully the Offer Document and the Prospectus Equivalent Document in their entirety before making a decision with regards to the Offer. Any acceptance or other response to the proposals should be made on the basis of the information in the Offer Document and the Prospectus Equivalent Document.

Myriad reserves the right to elect, with the consent of the Panel (where necessary), to implement the acquisition of Synchronica by way of a court-approved scheme of arrangement in accordance with Part 26 of the Companies Act 2006. In such event, the acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer.

Forward-looking Statements

This announcement contains statements that are, or may be, forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may", "consider", "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or the negative of such words are forward-looking statements. Forward-looking statements include statements relating to the following: (i) the expected timetable for implementing the Offer, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of Myriad or Synchronica or the Combined Group; (ii) business and management strategies and the expansion and growth of Myriad's, Synchronica's or the Combined Group's operations and potential synergies resulting from the Offer by Myriad for Synchronica; and (iii) the effects of government regulation on Myriad's, Synchronica's or the Combined Group's respective businesses.

These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Myriad or Synchronica. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Myriad or any of its members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Myriad disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law. All forward-looking statements included in this document are based on information available to Myriad on the date of this announcement and are made only as of the date of this announcement. Undue reliance should not be placed on such forward-looking statements.

Subject to compliance with the City Code, Myriad does not intend, nor undertakes any obligation, to update any information contained in this document, except as required by applicable law.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period, and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror(s). A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should obtain professional advice and observe any applicable requirements.

This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

In particular, this announcement is not an offer which is being made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, email, facsimile transmission, telex, telephone, the internet or other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of a Restricted Jurisdiction and the Offer cannot be accepted by any such use, means, instrumentality or facility from or within a Restricted Jurisdiction.

This document does not constitute an offer in, or into, Canada. Any offer made to Canadian Synchronica Shareholders will be made in accordance with applicable Canadian securities laws. Documents relating to the Offer applicable to Canadian Synchronica Shareholders will be mailed in accordance with applicable Canadian securities laws and made available on the System for Electronic Document Analysis and Retrieval at www.sedar.com under Synchronica's profile.

Opening position disclosure

On 16 January 2012 and 17 January 2012, Myriad disclosed the details required to be disclosed by it under Rule 8.1(a) of the City Code.

Publication on website

A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Myriad's website at www.myriadgroup.com by no later than 12.00 noon (London time) on 1 February 2012 and will remain available during the course of the Offer.

APPENDIX I: CONDITIONS AND FURTHER TERMS OF THE OFFER

A. Conditions of the Offer

The Offer will be subject to the following Conditions (as amended, if appropriate):

1. valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) (corresponding to 8.00 a.m. Toronto time) on the first closing date of the Offer (or such later time(s) and/or dates(s) as Myriad may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. of Synchronica Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those shares (or, in either case, such lower percentage as Myriad may decide) provided that this condition will not be satisfied unless Myriad and/or any other members of the Myriad Group have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Synchronica Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of Synchronica. In this Condition:

1.1 shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Synchronica;

1.2 the expression "Synchronica Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 (inclusive) of the Companies Act 2006;

1.3 Synchronica Shares that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are Synchronica Shares to which the Offer relates; and

1.4 valid acceptances shall be treated as having been received in respect of any Synchronica Shares that the Myriad Group shall, pursuant to section 979(8) and, if applicable, section 979(9) Companies Act 2006, be treated as having acquired or unconditionally contracted to acquire by virtue of acceptances of the Offer;

2.

2.1 the passing at a General Meeting of Myriad (or any adjournment thereof) of such resolutions as may be necessary to approve the creation of the New Myriad Shares; and

2.2 the New Myriad Shares having been approved for listing on the Main Standard of the SIX Swiss Exchange in accordance with applicable formalities of Swiss law and the SIX Swiss Exchange;

3.

3.1 all authorisations in any jurisdiction which Myriad reasonably considers necessary or appropriate for, or in respect of, the Offer, its implementation or financing, or any acquisition or proposed acquisition of any shares or other securities in, or control or management of, Synchronica or any other member of the Wider Synchronica Group by any member of the Wider Myriad Group having been obtained in terms and in a form satisfactory to Myriad from any relevant person or from any person or body with whom any member of the Wider Synchronica Group has entered into contractual arrangements and all such authorisationsremaining in full force and effect and there being no intimation of any intention to revoke or not renew the same;

3.2 all authorisations which Myriad reasonably considers necessary in any relevant jurisdiction to carry on the business of any member of the Wider Synchronica Group remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke, suspend, modify or not to renew the same at the time at which the Offer otherwise becomes unconditional; and

3.3 all necessary statutory or regulatory obligations in any jurisdiction having been complied with, all filings or applications which Myriad reasonably considers necessary having been made and all appropriate waiting and other time periods under applicable laws or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all regulatory clearances in any relevant jurisdiction having been obtained, in each case in respect of the Offer or any matter arising from the proposed acquisition of Synchronica by any member of the Wider Myriad Group, and no temporary restraining order, preliminary or permanent injunction or other order having been threatened or issued and being in effect by a court or other relevant person of competent jurisdiction which has the effect of making the Offer illegal or otherwise prohibiting the consummation of the Offer or any matter arising from the proposed acquisition of Synchronica by any member of the Wider Myriad Group; 

4. no relevant person having taken, instituted, implemented or threatened or having decided or intimated a decision to take, institute or implement any legal proceedings, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, order or decision or taken any other measure or step and there not continuing to be outstanding any statute, regulation, order or decision that would or might be expected to:

4.1 make the Offer, its implementation or the acquisition or proposed acquisition of any shares in, or control or management of, the Wider Synchronica Group by any member of the Wider Myriad Group illegal, void or unenforceable; or

4.2 otherwise, directly or indirectly, prevent, prohibit or otherwise restrict, restrain, delay or interfere in the implementation of or impose additional conditions or obligations with respect to or otherwise challenge or require amendment of the Offer or the proposed acquisition of Synchronica by Myriad or any other member of the Myriad Group or any acquisition of shares in Synchronica by Myriad or any other member of the Myriad Group; or

4.3 require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the Wider MyriadGroup of any shares or other securities in the Wider Synchronica Group; or

4.4 impose any limitation on, or result in any delay in, the ability of any member of the Wider Myriad Group or any member of the Wider Synchronica Group, directly or indirectly, to acquire or hold or exercise effectively, directly or indirectly, any rights of ownership of shares or other securities or the equivalent in any member of the Wider Synchronica Group or to exercise voting or management control over any member of the Wider Synchronica Group; or

4.5 require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by Synchronica or any member of the Wider Myriad Group, or require, prevent or delay the divestiture, or alter the terms, of any proposed divestiture by any member of the Wider Synchronica Group, of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses or to own, control or manage their respective businesses, assets or properties or parts thereof; or

4.6 require any member of the Wider Myriad Group or of the Wider Synchronica Group to acquire or offer to acquire any shares or other securities (or the equivalent) in any member of the Wider Synchronica Group or any member of the Wider Myriad Group owned by any third party (in each case, other than in implementation of the Offer); or

4.7 impose any limitation on the ability of any member of the Wider Myriad Group or the Wider Synchronica Group to conduct, integrate or co‑ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Myriad Group and/or the Wider Synchronica Group; or

4.8 result in any member of the Wider Myriad Group or the Wider Synchronica Group ceasing to be able to carry on business under any name under which it presently does so; or

4.9 otherwise adversely affect any or all of the businesses, assets, profits. financial or trading position or prospects, of any member of the Wider Myriad Group or the Wider Synchronica Group,

and all applicable waiting and other time periods (including any extensions of such waiting or time periods) during which any such relevant person could institute, or implement or threaten, any legal proceedings under the laws of any jurisdiction, having expired, lapsed or been terminated;

5. there being no provision of any agreements to which any member of the Wider Synchronica Group is a party, or by or to which any such member, or any part of its assets, is or are or may be bound, entitled or subject, which would or might, in each case as a consequence of the Offer or the implementation of the same or of the acquisition or proposed acquisition of all or any part of the issued share capital of, or change of control or management of, Synchronica or any other member of the Wider Synchronica Group could or might be expected to result in:

5.1 any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Synchronica Group being or falling to be disposed of or charged in any way or ceasing to be available to any member of the Wider Synchronica Group or any rights arising under which any such asset or interest could be required to be disposed of or charged in any way or could cease to be available to any member of the Wider Synchronica Group; or

5.2 any moneys borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Synchronica Group being or becoming repayable or capable of being declared repayable immediately or earlier than the repayment date stated in such agreement or the ability of such member of the Wider Synchronica Group to incur any such borrowing or indebtedness becoming or being capable of becoming withdrawn, inhibited or prohibited; or

5.3 any such agreement or the rights, liabilities, obligations or interests of any such member under it being, or becoming capable of being, terminated or modified or affected or any obligation or liability arising or any action being taken or arising under it; or

5.4 the interests or business of any such member in or with any third party (or any arrangements relating to any such interests or business) being terminated or modified or affected; or

5.5 the financial or trading position or prospects or value of any member of the Wider Synchronica Group being prejudiced or affected; or

5.6 the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Synchronica Group or any such security (whenever created, arising or having arisen) becoming enforceable or being enforced; or

5.7 any member of the Wider Synchronica Group ceasing to be able to carry on business under any name under which or on the terms on which it currently does so or any person presently not able to carry on business under any name under which any member of the Wider Synchronica Group currently does becoming able to do so; or

5.8 the creation of actual or contingent liabilities by any member of the Wider Synchronica Group; or

5.9 the ability of any member of the Myriad Group to carry on its business being prejudiced or affected,

and no event having occurred which, under any provision of any such agreement to which any member of the Wider Myriad Group is a party, or by or to which any such member, or any of its assets, may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs 5.1 to 5.9 inclusive;

6. since the Accounting Date, save pursuant to transactions in favour of Synchronica or a wholly‑owned subsidiary of Synchronica and save as Publicly Announced, no member of the Wider Synchronica Group having:

6.1 issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any class of securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save pursuant to the Synchronica Share Schemes); or

6.2 redeemed, purchased, repaid or reduced or proposed the redemption, purchase, repayment or reduction of any part of its share capital or other securities or made or proposed the making of any other change to its share capital; or

6.3 recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus issue or other distribution whether payable in cash or otherwise; or

6.4 merged or demerged with or from, or acquired, any body corporate, partnership or business or authorised or proposed or announced any intention to propose any such merger or demerger; or

6.5 other than in the ordinary course of business, acquired or disposed of, transferred, mortgaged or charged, or created or granted any security interest over, any assets (including shares and trade investments) or authorised or proposed or announced any intention to propose any acquisition, disposal, transfer, mortgage, charge or creation or grant of any security interest; or

6.6 issued or authorised or proposed the issue of any debentures or incurred or increased any borrowings, indebtedness or liability (actual or contingent); or

6.7 entered into or varied, or authorised or proposed the entry into or variation of, or announced its intention to enter into or vary, any transaction, arrangement, contract or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or could involve an obligation of such nature or magnitude or which is or could be restrictive to the existing business of any member of the Wider Synchronica Group or the Wider Myriad Group or which is other than in the ordinary course of business; or

6.8 entered into, implemented, effected, authorised or proposed or announced its intention to enter into, implement, effect, authorise or propose any contract, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business; or

6.9 waived or compromised any claim; or

6.10 entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract with any of the directors or senior executives of Synchronica or any of the directors or senior executives of any other member of the Wider Synchronica Group; or

6.11 taken or proposed any corporate action or had any legal proceedings instituted or threatened against it or petition presented for its winding‑up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues or for any analogous proceedings or steps in any jurisdiction or for the appointment of any analogous person in any jurisdiction; or

6.12 been unable, or admitted in writing that it is unable, to pay its debts or has stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; or

6.13 proposed agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Synchronica Group; or

6.14 made any alteration to its articles of association, or other incorporation documents; or

6.15 in relation to the pension schemes established for its directors and/or other employees and/or their dependants, made or consented to any change to:

6.15.1 the terms of the trust deeds constituting such pension schemes or to the benefits which accrue; or

6.15.2 the pensions which are payable, under them; or

6.15.3 the contributions payable to any such scheme(s); or

6.15.4 the basis on which qualifications for or accrual of or entitlement to such benefits or pensions are calculated or determined; or

6.15.5 the basis upon which the liabilities (including pensions) of such pension schemes are funded or made; or

6.15.6 agreed or consented to any change to the trustees of such pension schemes; or

6.16 entered into any agreement or passed any resolution or made any offer (which remains open for acceptance) or proposedor announced any intention with respect to any of the transactions, matters or events referred to in this Condition 6;

7. in the period since the Accounting Date and save as Publicly Announced:

7.1 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 of the Wider Synchronica Group or to which any member of the Wider Synchronica Group is or may become a party (whether as claimant, defendant or otherwise); or

7.2 no adverse change or deterioration having occurred, and no circumstances having arisen which would or might be expected to result in any adverse change or deterioration, in the business or assets or financial or trading position or prospects, assets or profits of any member of the Wider Synchronica Group; or

7.3 no enquiry or investigation by, or complaint or reference to, any relevant person against or in respect of any member of the Wider Synchronica Group having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of, any member of the Wider Synchronica Group; or

7.4 no contingent or other liability having arisen or become apparent or increased; or

7.5 no step having been taken which is likely to result in the withdrawal, cancellation, termination or material modification of any licence held by any member of the Wider Synchronica Group; and

8. Myriad and/or any other member of the Myriad Group not having discovered that:

8.1 any past or present member of the Wider Synchronica Group has not complied with all applicable legislation or regulations or authorisations of any jurisdiction with regard to the use, handling, storage, transport, production, supply, treatment, keeping, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to damage or impair the environment or harm human health or otherwise relating to environmental matters or the health and safety of any person or that there has otherwise been any such use, handling, storage, transport, production, supply, treatment, keeping, disposal, discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations or authorisations and wherever the same may have taken place), which, in any such case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Synchronica Group; or

8.2 there has been a disposal, discharge, release, spillage, leak or emission of any waste or hazardous substance or any substance likely to damage or impair the environment or harm human health which would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Synchronica Group; or

8.3 there is, or is likely to be any liability (whether actual or contingent) or cost on the part of any member of the Wider Synchronica Group to make good, repair, reinstate or clean up any relevant asset or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant person or third party or otherwise; or

8.4 circumstances exist (whether as a result of the making of the Offer or otherwise):

8.4.1 which would be likely to lead to any relevant person instituting; or

8.4.2 whereby any past or present member of the Wider Synchronica Group would be likely to be required to institute,

an environmental audit or take any steps which would in any such case be likely to result in any actual or contingent liability to improve or modify existing plant or install new plant, machinery or equipment or carry out any changes in the processes carried out or make good, repair, reinstate or clean up any relevant asset or any other property or any controlled waters; or

8.5 circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider Synchronica Group; or

8.6 any member of the Wider Synchronica Group, or any partnership, company or other entity in which any member of the Wider Synchronica Group has a significant economic interest and which is not a subsidiary undertaking of Synchronica, is subject to any liability (actual or contingent) which is not Publicly Announced; or

8.7 any member of the Wider Synchronica Group, or any partnership, company or other entity in which any member of the Wider Synchronica Group has a significant economic interest and which is not a subsidiary undertaking of Synchronica, is subject to any liability (actual or contingent) which is not Publicly Announced; or

8.8 the financial, business or other information disclosed at any time by any member of the Wider Synchronica Group, whether publicly or in the context of the Offer either contained a misrepresentation of fact or omitted to state a fact necessary to make the information disclosed not misleading; or

8.9 any contingent liability disclosed in such disclosed information would or might adversely affect, directly or indirectly, the business, profits or prospects of the Wider Synchronica Group taken as a whole; or

8.10 any information which affects the import of any information disclosed at any time by or on behalf of any memberof the Wider SynchronicaGroup to an extent which is material in the context of the Wider Synchronica Group taken as a whole; or

8.11 any member of the Wider Synchronica Group is subject to any liability, contingent or otherwise; or

8.12 any member of the Wider Synchronica Group does not own or have licensed to it or otherwise possess legally enforceable rights to use all intellectual property that is:

8.12.1 required or reasonably necessary for the conduct of business of the relevant member of the Wider Synchronica Group as currently conducted; or

8.12.2 under development for such business; or

8.12.3 any member of the Wider Synchronica Group has infringed, any intellectual property rights of any third party where the consequences of which would be material in the context of the Wider Synchronica Group taken as a whole; or

8.13 any claims have been asserted in writing or threatened in writing by any person:

8.13.1 that the Wider Synchronica Group infringes any intellectual property of any third party; or

8.13.2 challenging the ownership of any member of the Wider Synchronica Group to, or the validity or effectiveness of, any of its intellectual property; or

8.14 any intellectual property held by any member of the Wider Synchronica Group is not valid and subsisting; or

8.15 there is unauthorised use, infringement or misappropriation of any intellectual property of any member of the Wider Synchronica Group by any third party; or

8.16 any persons who are now, or within the last five years have been, employees, consultants or contractors of any member of the Wider Synchronica Group have failed to execute proprietary information and confidentiality agreements.

B. Certain Further Terms of the Offer

1. The Conditions are inserted for the benefit of Myriad and no Synchronica Shareholder shall be entitled to waive any of the conditions without the prior consent of Myriad.

2. Subject to the requirements of the Panel, Myriad reserves the right to waive all or any of Conditions 3 to 8 (inclusive) in whole or in part.

3. Each of Conditions 1 to 8 (inclusive) shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

4. The Offer will lapse if the proposed acquisition of Synchronica is referred to the Competition Commission or if the European Commission either initiates proceedings under Article 6(1)(c) of the ECMR or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the ECMR before 1.00 p.m. (London time) (corresponding to 8.00 a.m. Toronto time) on the first closing date or the time and date on which the Offer becomes or is declared unconditional as to acceptances (whichever is the later).

5. If the Offer lapses, it will cease to be capable of further acceptance and persons accepting the Offer and Myriad shall thereupon cease to be bound by acceptances submitted before the time the Offer lapses.

6. The Offer will lapse unless all of the conditions relating to the Offer have been fulfilled or (if capable of waiver) waived by, or, where appropriate, have been determined by Myriad to be and remain satisfied by, midnight on the twenty first day after the later of:

6.1 the first closing date; or

6.2 the date on which the Offer becomes unconditional as to acceptances,

or such later date as Myriad may, with the consent of the Panel or in accordance with applicable law, decide. Myriad shall be under no obligation to waive or treat as satisfied any Condition by a date earlier than the latest date specified above for its satisfaction even though the other Conditions of the Offer may, at such earlier date, have been waived or fulfilled and there are, at such earlier date, no circumstances indicating that any such Conditions may not be capable of fulfilment.

7. Except with the Panel's consent, Myriad will not invoke any of Conditions 3 to 8 (inclusive) so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the relevant Condition are of material significance to Myriad in the context of the Offer.

8. If Myriad is required by the Panel to make an offer for Synchronica Shares under Rule 9 of the Code, Myriad may make such alterations to the Conditions of the Offer set out above, including Condition 1, as are necessary to comply with that Rule.

9. Myriad reserves the right for any member of the Myriad Group from time to time, instead of Myriad, to make the Offer or otherwise implement the acquisition of Synchronica. 

10. Synchronica Shares acquired under the Offer will be acquired by Myriad fully paid and free from all liens, equities, charges, equitable interests, encumbrances, rights of pre‑emption and any other third party right and/or interests of any nature whatsoever and together with all rights attaching to them, now or in the future, including the right to receive and retain all dividends, interest and other distributions declared, paid or made on or after the Announcement Date. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by Synchronica in respect of a Synchronica Share after the Announcement Date, the consideration payable under the Offer in respect of a Synchronica Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the Synchronica Share is or will be transferred pursuant to the Offer on a basis which entitles Myriad alone to receive the dividend and/or distribution and/or return of capital but if that reduction in consideration has not been effected, the person to whom the consideration payable under the Offer is paid in respect of that Synchronica Share will be obliged to account to Myriad for the amount of such dividend or distribution or return of capital.

11. The Offer will be made on the terms and will be subject to the Conditions which are set out in this Appendix I, those terms which will be set out in the Offer Document and such further terms as may be required to comply with the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange and the Code, as well as the applicable requirements of Canadian securities laws. This Announcement does not constitute, or form part of, an offer or invitation to purchase Synchronica Shares or any other securities.

12. The Offer will not be made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically, or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction. This announcement does not constitute an offer in any such Restricted Jurisdiction and the Offer should not be accepted by any such use, means, instrumentality or facilities or otherwise from or within any such Restricted Jurisdiction. Accordingly, copies of this announcement are not being and must not be mailed, transmitted or otherwise distributed in whole or in part, in, into or from any such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any such Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.

13. Myriad reserves the right, in the event that the Synchronica Directors recommend the Offer and with the consent of the Synchronica Directors and the Panel, to elect to implement the acquisition of the Synchronica Shares by way of a Scheme of Arrangement under sections 895 to 901 Companies Act 2006. In such event, the Scheme of Arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which could apply to the Offer. In particular, Condition 1 will not apply and the Scheme of Arrangement will become effective and binding following:

13.1 approval at the Court Meeting by a majority in number, representing 75 per cent. in value present and voting, either in person or by proxy, of the holders of the Synchronica Shares (or the relevant class or classes thereof);

13.2 the resolution(s) required to approve and implement the Scheme of Arrangement and to be set out in the notice of General Meeting to the holders of Synchronica Shares being passed by the requisite majority at such General Meeting; and

13.3 sanction of the Scheme of Arrangement and confirmation of the reduction of capital involved therein by the Court (in both cases with or without modifications on terms reasonably acceptable to Myriad) and a copy of the orders of the Court sanctioning the Scheme of Arrangement and confirming the reduction of share capital which forms part of it and a statement of capital being delivered to the Registrar of Companies in England and Wales or, if the Court so orders, registration of the Court order confirming the reduction of capital of Synchronica and the statement of capital by the Registrar of Companies.

14. The Offer and any acceptance thereof will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions set out herein and in the Offer Document and Form of Acceptance. The Offer will comply with English law, the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange, the Code and applicable Canadian securities laws.

15. If: (i) Myriad waives, in whole or in part, all or any of the Conditions above (excluding Conditions 1 and 2), as set out in paragraph 2 above; or (ii) Myriad is required by the Panel to make an offer for Synchronica Shares under the provisions of Rule 9 of the Code, and Myriad alters any of the above Conditions as necessary to comply with the provisions of that Rule, as set out in paragraph 8 above, Myriad will extend the Offer Period and take such further action as required by the Code or other applicable law.

APPENDIX II: SOURCES AND BASES OF INFORMATION

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used;

(a) The number of Synchronica Shares in issue is based upon the Regulatory Information Service announcement by Synchronica on 4 January 2012 that it has 158,707,089 Synchronica Shares in issue.

(b) The financial information relating to Myriad has been extracted or derived (without any adjustment) from Myriad's audited annual report and accounts for the year ended 31 December 2010.

(c) The financial information relating to Synchronica has been extracted or derived (without any adjustment) from Synchronica's audited annual report and accounts for the year ended 31 December 2010.

(d) Information relating to Synchronica has been extracted or derived, without material adjustment, from public sources.

(e) The value placed by the Offer on the entire existing issued share capital, and other statements made by reference to the existing issued and to be issued share capital of Synchronica, are based on the Closing Price of a Myriad Share on 30 January 2012, being the latest practicable date prior to this announcement, and 158,707,089 Synchronica Shares being in issue (as sourced from the Regulatory Information Service announcement by Synchronica on 4 January 2012).

(f) Given all outstanding Warrants and options under the Synchronica Share Option Schemes have exercise prices greater than the value attributed to a Synchronica Share under the Offer, it has been assumed in this Announcement that no Warrants or options under the Synchronica Share Option Schemes will be exercised in connection with the Offer.

(g) References to a percentage of Synchronica Shares in issue are based on the number of Synchronica Shares in issue (as sourced from the Regulatory Information Service announcement by Synchronica on 4 January 2012.

(h) The premium calculations have been calculated by reference to:

i. the Closing Price of 12.75 pence per Synchronica Share on 30 January 2012, being the latest practicable date prior to this announcement;

ii. the Closing Price of 7.625 pence per Synchronica Share on 10 November 2011, being the latest practicable date prior to the date on which Myriad first made a non-binding indicative proposal to the Board of Synchronica regarding a potential offer;

iii. the Closing Price of 7.75 pence per Synchronica Share on 30 December 2011, being the last dealing day prior to the date of Synchronica's announcement that it had received an approach from Myriad and the commencement of the Offer Period;

iv. the 60-dealing day volume-weighted average share price of a Synchronica Share of 6.88 pence prior to 3 January 2012, the date of Synchronica's announcement that it had received an approach form Myriad regarding a potential offer; and

v. references to an exchange rate of CHF 1.44 to £1.00 are based on the CHF:GBP exchange rate determined using the mid point of the three fixing rates quoted by the WM Company on Reuters at 4.00 p.m. (London Time) on 30 January 2012, the latest practicable date prior to this announcement.

(i) Figures stated are subject to rounding approximations.

APPENDIX III: DEFINITIONS AND TECHNICAL GLOSSARY

Definitions

·; words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine or neutral gender;

·; all amounts contained within this document referred to by "CHF" or "Swiss Francs" refer to Swiss Francs, the lawful currency of Switzerland;

·; all amounts contained within this document referred to by "euro", "Euro", "EUR" and "€" refer to currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended;

·; all amounts contained within this document referred to by "£", "pounds sterling", "STG" and "Stg" refer to pounds sterling, the lawful currency of the United Kingdom;

·; all amounts contained within this document referred to by "$", "US$" or "dollars" refer to US dollars, the lawful currency of the United States;

·; the expressions "subsidiary", "associated undertaking", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act 2006;

·; any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Any reference to any legislation is to English legislation unless otherwise specified; and

·; references to time are to London time, unless otherwise stated.

Technical Glossary