Placing

2 March 2011

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

BBA AVIATION PLC

("BBA Aviation" or the "Company")

BBA AVIATION ANNOUNCES A PROPOSED PLACING OF UP TO 9.99 PER CENT. OF ITS EXISTING ISSUED ORDINARY SHARE CAPITAL

BBA Aviation today announces its intention to conduct a non-pre-emptive placing of up to 43.2 million new ordinary shares in the Company (the "Placing Shares") representing up to approximately 9.99 per cent. of the Company's existing issued ordinary share capital (the "Placing"). The Placing is being conducted through an accelerated book-building process to be carried out by J.P. Morgan Securities Ltd., which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and RBS Hoare Govett Limited ("RBS Hoare Govett") who are acting as joint lead managers and joint bookrunners (together the "Bookrunners").

The Company has also announced today that it has agreed to acquire GE Aviation Systems' fuel measurement business (the "Legacy Acquisition") for a cash consideration of $62.5m on a cash and debt free basis (the "Acquisition Announcement"), and that it has acquired a business and general aviation fixed-based operation at Bozeman, Montana from Yellowstone Jet Centre LLC for cash consideration of $10.5m (the "FBO Acquisition" and, together with the Legacy Acquisition, the "Acquisitions") . In addition to the purchase price for the Legacy Acquisition, BBA Aviation will make a further investment of approximately $7.0m in working capital and fixed assets. The Company has also published, in a separate announcement, its financial results for the year ended 31 December 2010 (the "Results Announcement").

The Placing

The Placing is subject to the terms and conditions set out in the Appendix. The Bookrunners will today commence a bookbuilding process in respect of the Placing (the "Bookbuild"). The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") will be decided at the close of the Bookbuild. The book will open with immediate effect following this announcement. The timing of the closing of the book, pricing and allocations are at the discretion of the Bookrunners and BBA Aviation. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company including the right to receive all dividends and other distributions declared, made or paid after the date of issue, including the proposed final 2010 dividend of 5.7 pence per share as set out in the Results Announcement. If all the Placing Shares are placed, it would represent an increase of approximately 9.99 per cent. of the current issued ordinary share capital of the Company, and the Placing Shares would represent approximately 9.08 per cent. of the enlarged issued ordinary share capital of the Company.

Application will be made for the Placing Shares to be admitted to the Official List of the Financial Services Authority (the "FSA") and to be admitted to trading on the main market of the London Stock Exchange plc (together, "Admission"). Admission is expected to take place on 7 March 2011. The Placing is conditional, among other things, upon Admission becoming effective.  The Placing is also conditional upon the placing agreement between the Company and the Bookrunners not being terminated. The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.

Background to the Placing - Use of Proceeds 

Net proceeds of the Placing are proposed to be used as follows:

- Financing of the aggregate investment of approximately $80 million for the Acquisitions;

- Providing flexibility to continue BBA Aviation's consolidation strategy based on the Company's strong acquisition pipeline; and

- Enhancing the Company's ability to access debt markets.

The Placing is not conditional on completion of the Acquisitions. 

Enquiries

BBA Aviation Plc +44 (0)207 514 3999

Simon Pryce, Group Chief Executive

Mark Hoad, Group Finance Director

Jemma Spalton, Head of Communications & Investor Relations

J.P. Morgan Cazenove +44 (0)20 7742 4000

Robert Constant

Michael Wentworth-Stanley

Nicholas Hall

RBS Hoare Govett +44 (0)20 7678 8000

Neil Collingridge

John Fishley

Lee Morton

Tulchan +44 (0)20 7353 4200

David Allchurch

Christian Cowley

Martha Kelly

This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new ordinary shares in any jurisdiction in which any such offer or solicitation would be unlawful. The information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful.

In particular, neither this announcement nor any part of it are for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). Neither this announcement nor any part of it constitutes or forms a part of any offer or solicitation to purchase or subscribe for securities in the United States, Canada, Australia, South Africa or Japan. The Placing Shares (as defined below) mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The Placing Shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

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

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

The Bookrunners, each of which is authorised and regulated by the FSA, are acting for the Company and for no-one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any matter referred to in this announcement.

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

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

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

Appendix - Terms and conditions of equity placing

Important information on the Placing

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND (1) ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE 'FSMA'), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE 'PROSPECTUS DIRECTIVE') AND (2) IN THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE 'ORDER') OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN GRAND SLAM PLC.

THIS DOCUMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THERE IS NO PUBLIC OFFERING OF SECURITIES OF GRAND SLAM PLC IN THE UNITED STATES. ANY SECURITIES OF GRAND SLAM PLC OFFERED OR SOLD IN THE UNITED STATES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND ARE NOT, AND WILL NOT BE, OFFERED AND SOLD, IN THE UNITED STATES, ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. FOLLOWING THE PLACING, IT MAY BE DIFFICULT FOR PLACEES IN THE UNITED STATES TO ENFORCE THEIR RIGHTS AND ANY CLAIM ARISING OUT OF THE US FEDERAL SECURITIES LAWS AGAINST GRAND SLAM PLC SINCE GRAND SLAM PLC IS LOCATED OUTSIDE OF THE UNITED STATES, AND SOME OR ALL OF THEIR OFFICERS AND DIRECTORS MAY BE RESIDENT OUTSIDE OF THE UNITED STATES. PLACEES IN THE UNITED STATES MAY NOT BE ABLE TO SUE A FOREIGN COMPANY OR ITS OFFICERS OR DIRECTORS IN A FOREIGN COURT FOR VIOLATIONS OF THE US SECURITIES LAWS. FURTHER, IT MAY BE DIFFICULT TO COMPEL A FOREIGN COMPANY AND ITS AFFILIATES TO SUBJECT THEMSELVES TO A US COURT'S JUDGMENT.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.

This announcement and any offer if made subsequently is only addressed to and directed at persons in member states of the European Economic Area ('EEA') who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ('Qualified Investors').

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

In particular each such Placee represents, warrants and acknowledges that it:

1. is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each a 'Relevant Member State') who acquires any Placing Shares pursuant to the Placing:

(i) it is a Qualified Investor; and

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

(a) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of J.P. Morgan Securities Ltd. ('J.P. Morgan Cazenove') and RBS Hoare Govett Limited ('RBS Hoare Govett' and, together with J.P. Morgan Cazenove, the 'Managers') has been given to the offer or resale; or

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

3. is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Appendix, and that it (and any such account) is outside the United States, or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-US beneficial owners (other than an estate or trust), in reliance on Regulation S under the Securities Act; or if it is in the United States, it is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act ('QIB').

This announcement (including this Appendix) does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, South Africa or Japan. This announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, South Africa or Japan or in any jurisdiction in which such publication or distribution is unlawful.

The Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any offering to be made in the United States will be made to a limited number of QIBs pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.

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

In this Appendix, unless the context otherwise requires, the 'Company' means Grand Slam plc and 'Placee' includes a person (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been given.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the Financial Services Authority (the 'FSA') in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this announcement, the Pricing Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this announcement (the 'Publicly Available Information'). Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of any of the Managers or the Company other than the Publicly Available Information and none of the Managers, the Company nor any person acting on such person's behalf nor any of their Affiliates has or shall have any liability for any Placee's decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Managers have entered into a placing agreement (the 'Placing Agreement') with the Company under which the Managers have undertaken, on the terms and subject to the conditions set out in the Placing Agreement, acting severally, and not jointly or jointly and severally, to use all reasonable endeavours to procure Placees for the Placing Shares.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 29 16/21 pence per share in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

As part of the Placing, the Company has agreed that it will not issue or sell any ordinary shares for a period of 90 days after Admission without the prior written consent of the Managers. This agreement is subject to certain customary exceptions and does not prevent the Company from granting options under, and allotting and issuing ordinary shares pursuant to options granted under, the Company's existing share option schemes in accordance with normal practice, or any issue of shares or capitalisation issue related to employee share schemes, scrip dividend arrangements or dividend re-investment plans.

Application for admission to listing and trading

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

It is expected that Admission will take place on or before 7 March 2011 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at the same time.

Bookbuilding Process

The Managers will today commence the Bookbuilding Process to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

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

Principal terms of the Bookbuilding Process and Placing

1. J.P. Morgan Cazenove and RBS Hoare Govett (whether through themselves or through their Affiliates) are acting as Joint Lead Managers and Joint Bookrunners of the Company.

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

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

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

5. The Bookbuilding Process is expected to close no later than 4.30 p.m. (London time) on 2 March 2011 but may be closed earlier or later at the discretion of the Managers. The Managers may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its discretion.

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

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

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

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

10. A bid in the Bookbuilding Process will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Manager's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Manager, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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

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

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

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

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

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or electronic confirmation which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to the relevant Manager. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Manager.

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system. Settlement through CREST will be on 7 March 2011 on a T+3 basis unless otherwise notified by the Managers and is expected to occur on or before 7 March 2011. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Managers may agree that the Placing Shares should be issued in certificated form. The Managers reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

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

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

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

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

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

(a) certain publication of announcement obligations (including with respect to the Preliminary Results Announcement, the Acquisition Announcement and the Pricing Announcement);

(b) save to the extent not materially adverse in the context of the Placing, the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at any time before, and on, Admission;

(c) to the extent material in the context of the Placing, the fulfilment by the Company of its obligations under the Placing Agreement which are required to be performed or satisfied on or prior to Admission;

(d) Admission occurring no later than 8.00 a.m. (London time) on the Settlement Date or such later time and/or date as may be agreed between the Company and the Managers, not being later than 11 March 2011;

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

(f) the delivery to the Managers of certain documents and certificates;

(g) the execution of the Term Sheet by all the parties thereto by no later than 11.00 p.m. (London time) on 2 March 2011 or such later time and/or date as the Company and the Managers may agree;

(h) the Subscription and Transfer Agreement having been duly executed and delivered by the Company and Grand Slam Funding Jersey Limited ('JerseyCo') and there having occurred no material default or material breach by the Company or JerseyCo of its terms by the time immediately prior to Admission;

(i) the Option Agreement having been duly executed and delivered by the Company and JerseyCo and there having occurred no material default or material breach by the Company or JerseyCo of its terms by the time immediately prior to Admission; and

(j) the Acquisition Agreements having been entered into and not having lapsed or been terminated in accordance with their terms or any condition thereto having become incapable of satisfaction pursuant to its terms.

If any of the conditions set out in the Placing Agreement is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Managers may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under 'Termination of the Placing' below and will not be capable of rescission or termination by it.

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

Neither of the Managers nor any of their Affiliates nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally.

Termination of the Placing

The Managers may, after consultation with the Company, by notice in writing to the Company terminate the Placing Agreement on behalf of all parties at any time up to and including Admission in any of the following circumstances:

(a) if the Company is in breach of any of its obligations under the Placing Agreement save to the extent that any breach is not materially adverse in the context of the Placing; or

(b) if any of the conditions specified in the Placing Agreement has not been satisfied or waived by the Managers by the date specified therein (or such later time and/or date as the Company and the Managers may agree); or

(c) if any of the warranties given by the Company under the Placing Agreement is, or if repeated at any time up to and including Admission (by reference to the facts and circumstances then existing) would be, untrue, inaccurate, incorrect or misleading, save to the extent not materially adverse in the context of the Placing; or

(d) if, in the good faith opinion of the Managers, there has been a material adverse change since the date of the Placing Agreement, whether or not foreseeable as at the date of the Placing Agreement; or

(e) if the Managers request the Company to make a public announcement pursuant to the Placing Agreement and the Company declines to make such an announcement; or

(f) if there shall have occurred or it is reasonably likely that there will occur:

(i) any material adverse change in the international financial, political, economic or stock market conditions; or

(ii) any outbreak or escalation of hostilities, war, act of terrorism, or any material change in financial markets, political, economic or stock market conditions (primary or secondary), currency exchange rates or controls, or declaration of emergency or martial law or other calamity or crisis; or

(iii) the suspension or limitation of trading in any securities of the Company by the London Stock Exchange on any exchange or over-the-counter market, or the suspension or limitation of trading generally on the London Stock Exchange, the NASDAQ National Market or the New York Stock Exchange; or

(iv) a material disruption in commercial banking or securities settlement or clearance services in the United States or in Europe; or

(v) the application of the Company for Admission is withdrawn or is refused by the FSA or the London Stock Exchange; or

(vi) declaration of a moratorium on commercial banking activities by the United Kingdom, United States Federal or New York State authorities, or the European Central Bank,

that, in each case in the judgment of the Managers acting in good faith, is material and adverse and the effect of which is such as to make it in the opinion of the Managers (acting in good faith) impracticable or inadvisable to market the Placing Shares or to enforce contracts for sale of the Placing Shares, or which may prejudice the success of the Placing or dealings in Placing Shares in the secondary market.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this announcement (including this Appendix) shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Managers that the exercise by the Company or the Managers of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Managers (as the case may be) and that neither the Company nor the Managers need make any reference to such Placee and that neither the Company, the Managers nor any of their respective Affiliates shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

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

Representations and further terms

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

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

2. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document has been or will be prepared in connection with the Placing;

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

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

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

6. if the Placing Shares were offered to it in the United States, it represents and warrants that in making its investment decision (i) it has made such investigation and consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally and the US Employee Retirement Income Security Act of 1974, the US Investment Company Act of 1940 and the Securities Act, (ii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares that it believes is necessary or appropriate in order to make an investment decision in respect of the Company and the Placing Shares and it is aware and understands that financial information published by the Company has been prepared in accordance with IFRS and therefore may not be comparable to financial statements of U.S. companies prepared in accordance with US generally accepted accounting principles, and (iii) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk and no US federal or state or non-US agency has made any finding or determination as to the fairness for investment or any recommendation or endorsement of the Placing Shares;

7. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information, (ii) none of the Managers, their respective Affiliates or the Company has made any representation to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information and (iii) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

8. the content of this announcement is exclusively the responsibility of the Company and that none of the Managers nor any person acting on their behalf is responsible for or has or shall have any liability for any information or representation relating to the Company contained in this announcement or the Publicly Available Information nor will be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

9. it is not, and at the time the Placing Shares are acquired will not be a resident of Australia, Canada South Africa or Japan, and each of it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, (i) outside the United States and acquiring the Placing Shares in an 'offshore transaction' in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act or (ii) a QIB acquiring the Placing Shares in accordance with an exemption from registration under the Securities Act who has returned an 'investor letter' substantially in the form provided, and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares, will not look to the Managers for all or part of any such loss it may suffer, is able to bear the economic risk of an investment in the Placing Shares, is able to sustain a complete loss of the investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares and represents and, in the case of (ii) above, warrants that it is acquiring the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB, for investment purposes and not with a view to any distribution or for resale in connection with, the distribution thereof in whole or in part, in the United States;

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

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

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

(ii) has fully observed such laws;

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

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

12. the Placing Shares have not and will not be registered under the Securities Act, or with any regulatory authority of any state or other jurisdiction of the United States, and are being offered and sold on behalf of the Company in offshore transactions in accordance with Rule 903 or 904 of Regulation S under the Securities Act and in the United States to QIBs in accordance with Rule 144A under the Securities Act or another exemption from the registration requirements under the Securities Act in a transaction not involving any public offering;

13. the Placing Shares offered and sold in the United States are 'restricted securities' within the meaning of Rule 144(a)(3) under the Securities Act;

14. so long as the Placing Shares are 'restricted securities' within the meaning of Rule 144(a)(3) under the Securities Act, it will not deposit the Placing Shares into any unrestricted depositary receipt facility maintained by any depositary bank in respect of the Company's Ordinary Shares and it understands that the Placing Shares will not settle or trade through the facilities of DTC, the NYSE, NASDAQ or any other US exchange or clearing system;

15. it will not reoffer, sell, pledge or otherwise transfer the Placing Shares except in an offshore transaction in accordance with Rule 903 or 904 of Regulation S under the Securities Act, to a person whom the holder and the beneficial owner reasonably believe is a QIB purchasing for its own account or for the account of another QIB in a transaction meeting the requirements of Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144 under the Securities Act (if available), or pursuant to an effective registration statement under the Securities Act and that, in each such case, such offer, sale, pledge, or transfer will be made in accordance with any applicable securities laws of the United States and any state or other jurisdiction of the United States;

16. if it is acquiring Placing Shares for the account of one or more QIBs, it is acting as duly authorised fiduciary or agent with sole investment discretion and it has full power to make the acknowledgements, representations, warranties and agreements herein on behalf of each such account;

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

18. no representation has been made as to the availability of any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

19. it will not distribute, forward, transfer or otherwise transmit this Appendix, or any other presentational or other materials concerning the Placing in or into the United States (including electronic copies thereof) to any person (other than a QIB on behalf of which it acts in the manner described in paragraph 16 above), and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person (other than a QIB on behalf of which it acts in the manner described in paragraph 16 above);

20. participation in the Placing is on the basis that it is not and will not be a client of any of the Managers and that the Managers have no duties or responsibilities to a Placee for providing protections afforded to their respective clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement;

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

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

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

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

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

26. it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

27. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85 (1) of FSMA);

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

29. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

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

31. it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing measure in any member state);

32. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, and the Money Laundering Regulations (2003) (the 'Regulations') and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

33. the Company, the Managers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements;

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

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

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company and the Managers harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

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

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

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

Each Placee and any person acting on behalf of the Placee acknowledges that none of the Managers owes fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that each of the Managers may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

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

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

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