Placing

29 May 2013

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 SECURITIES, INCLUDING PLACING SHARES, IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, JERSEY, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Brewin Dolphin Holdings PLC ("Brewin Dolphin" or the "Company")

PLACING TO RAISE UP TO CIRCA £40 MILLIONTO FUND INVESTMENT OPPORTUNITIES AND FUTURE GROWTH

In conjunction with Brewin Dolphin's interim results announced separately today, Brewin Dolphin announces its intention to raise up to circa £40 million via a placing of up to 19,001,738 new ordinary shares in the Company (the "Placing Shares"), representing 7.5% of Brewin Dolphin's existing issued share capital, with both existing and new institutional investors (the "Placing").

The new capital will provide Brewin Dolphin with additional investment capacity, enabling it to accelerate the implementation of its strategy, capitalise on its competitive position and drive future growth in earnings and shareholder returns.

The Company has already received strong indications of support for the placing and management's strategy from existing large shareholders.

Reasons for the Placing

§ Acquisitions of client teams in strategic regions to be pursued;

§ Group-wide business development targeted at driving increased efficiency and providing the opportunity to generate future growth while safeguarding and improving the quality of funds under management; and

§ Increase in equity capital and associated solvency levels to new target of at least 150%.

Shareholder Benefits

§ Management reaffirms its confidence in achieving the existing 20%+ operating margin target by 2015 and believes the proposed Placing will provide the necessary investment capital to accelerate delivery of margin expansion over and above that related to the 2011 strategic review and is therefore introducing a new target of >25% operating margin run rate in 2016.

§ Margin expansion coupled with growth in discretionary funds under management will significantly improve cashflow and profitability prospects; accordingly the Board proposes to implement a dividend policy for 2014 that recognises this.

David Nicol, Chief Executive of Brewin Dolphin, commented:

"There is considerable change in the private client investment management market, in part due to the current economic and regulatory climate. Additional capital will enable us to take full advantage of the opportunities our leading market position presents. We are therefore undertaking this Placing to ensure that Brewin Dolphin is best placed to invest in continuing growth underpinned by a robust capital position."

Background to and reasons for the Placing

On 21 March 2013, Brewin Dolphin announced a series of board changes to establish a new management structure. Over the past ten weeks, the management team have undertaken an appraisal of the strategy, positioning and prospects for the Group, as well as assessing the progress and implementation of the strategic review launched in 2011.

The conclusions are as follows:

§ Brewin Dolphin's strategy is the right one and our position as one of the UK's leading private client wealth managers is well founded;

§ Given regulatory changes and market fragmentation the Group is well placed to take advantage of these opportunities;

§ The continuing uncertain economic environment means that clients, stakeholders and regulators demand an investment manager which operates with a conservative balance sheet;

§ Whilst the Group has consistently and successfully enhanced the long-term value of the business by building funds under management, particularly discretionary funds, the focus now also encompasses disciplined cost and capital management;

§ The strategic review initiatives are progressing well and it is anticipated that the 20%+ operating margin target will be delivered in financial year 2015;

§ Further investment can accelerate the strategy and should deliver incremental margin expansion with a new target of achieving a >25% operating margin run rate in 2016 and beyond; and

§ Margin expansion coupled with growth in discretionary funds under management will significantly improve cashflow and profitability prospects thus enabling a meaningful growth in dividends to shareholders with a dividend policy reflecting this for 2014 and thereafter.

Brewin Dolphin is therefore proposing to raise additional capital through a non-pre-emptive institutional placing of up to 19,001,738 new ordinary shares, which is to be conducted by way of an accelerated bookbuild as set out in the Appendix to this Announcement. The Placing is expected to raise approximately £40 million of gross proceeds, which represents approximately 7.5% of the Company's £557 million market capitalisation as at 28 May 2013.

Approximately two thirds of the Placing proceeds, in conjunction with a proportion of future retained profits, are expected to be used to fund additional capital investment over the coming 2½ years of approximately £40 million as follows:

§ Support acquisitions of client teams in strategic regions that are earnings enhancing over the medium-term:

− the market is continuing to adapt to the post Retail Distribution Review environment and Brewin Dolphin is seeing significant opportunities to continue to invest in the acquisition of new client teams and funds under management. In particular Brewin Dolphin plans to further build its client base in strategic regions such as the South East of England;

− Brewin Dolphin will take a disciplined approach to team hires and acquisitions.

§ Group-wide business development to further increase the efficiency of the investment management teams as well as safeguard the quality of and grow funds under management. The opportunities currently envisaged aim to drive further margin improvements by optimising the allocation of funds under management, ensuring that the network is properly configured and increasing funds under management per investment manager. Achievement of the foregoing will require prudently financed investment in both infrastructure and staff incentivisation

In addition, one third of the Placing proceeds will be used to increase equity capital and associated solvency levels to at least 150%:

§ The continuing uncertain economic environment means that clients and stakeholders seek an investment manager which operates with a conservative balance sheet. Therefore the Board believes it is appropriate to increase the target solvency ratio for Brewin Dolphin to a minimum level of 150%.

Details of the Placing

RBC Capital Markets and Canaccord Genuity (the "Bookrunners") and Panmure Gordon (UK) Limited (the "Co-lead Manager" and, together with the Bookrunners, the "Banks") will today commence an accelerated bookbuild process (the "Bookbuild") in respect of the Placing, subject to the terms and conditions set out in the Appendix. The book will open with immediate effect following this Announcement. The Bookbuild is expected to close no later than 4.30 p.m. (London time) today but may be closed earlier or later at the discretion of the Banks after consultation with the Company. Pricing (the "Placing Price") and allocations are expected to be set as soon as practicable thereafter. Allocations are at the discretion of the Banks after consultation with the Company.

Members of the Board (Simon Miller, David Nicol, Angela Knight and Sir Stephen Lamport) have indicated their intention to participate in the Placing. Members of the public are not entitled to participate in the Placing.

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. The Placing Shares represent an increase of approximately 7.5% of the current issued ordinary share capital of the Company.

The Placing does not require any further shareholder approval. Application will be made for the Placing Shares to be admitted to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. on 3 June 2013. 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 Banks (the "Placing Agreement") not being terminated. The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the Bookbuild, the terms and conditions of the Placing and the Placing Agreement. 

Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the terms and conditions herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

For further information, please contact:

Brewin Dolphin Holdings PLC

David Nicol, Chief Executive

Andrew Westenberger, Finance Director

Charlotte Black Head of Corporate Affairs

+44 (0) 20 7248 4400

Hudson Sandler

Andrew Hayes

Wendy Baker

+44 (0) 20 7796 4133

RBC Capital Markets

Oliver Asplin Hearsey

Mike Carter

Martin Frowde

James Kelly

+44 (0) 20 7653 4000

Canaccord Genuity Limited

Martin Green

Lucy Tilley

Giles Fitzpatrick

Joe Weaving

+44 (0) 20 7523 8000

Panmure Gordon (UK) Limited

Dominic Morley

+44 (0) 20 7886 2500

Background on Brewin Dolphin Holdings PLC

Brewin Dolphin Holdings PLC is admitted to trading on the main market of the London Stock Exchange and is the parent company of Brewin Dolphin Limited, its principal operating company which is authorised and regulated by the Financial Conduct Authority.

Brewin Dolphin Limited is one of the largest independently-owned private client investment managers in the UK. The Group manages over £28 billion of funds, of which over £20 billion is on a discretionary basis.

www.brewin.co.uk

IMPORTANT NOTICE

This announcement has been issued by, and is the sole responsibility of, the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, the United Kingdom, Australia, Canada, the Republic of South Africa, Japan or Jersey.

No prospectus will be made available in connection with the matters contained in this announcement.

RBC Capital Markets ("RBC"), Canaccord Genuity Limited ("Canaccord") and Panmure Gordon (UK) Limited ("Panmure Gordon"), each of which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting for the Company and for no-one else in relation to the Placing, and will not be responsible to any other person for providing the protections afforded to their respective clients nor for providing advice in connection with the matters contained in this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of RBC, Canaccord or Panmure Gordon, 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 distribution of this announcement and the placing of the Placing Shares as set out in this announcement may be restricted by law in certain jurisdictions. No action has been taken by the Company or any of the Banks that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to the 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 Banks to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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

In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (including any relevant implementing measure in each Relevant Member State) ("Qualified Investors").

This announcement is not 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).

This announcement does not constitute or form part of an offer of, or solicitation to purchase or subscribe for, securities in the United States. The Placing Shares may not be offered, sold or transferred, directly or indirectly, within the United States absent registration under the US Securities Act of 1933 (the "Securities Act") or an exemption therefrom. The Company has not registered and does not intend to register any of the Placing Shares under the Securities Act. No money, securities or other consideration is being solicited from any person inside the United States and, if sent in response to the information herein, will not be accepted. The Placing Shares will not be offered or sold to the public in the United States.

Any indication in this announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that the earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of Ordinary Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

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

FORWARD-LOOKING STATEMENTS

Certain statements included in this announcement contain forward-looking information concerning the Company's strategy, operations, financial performance or condition, outlook, growth opportunities or circumstances in the sectors or markets in which the Company operates. By their nature, forward-looking statements involve uncertainty because they depend on future circumstances, and relate to events, not all of which are within the Company's control or can be predicted by the Company. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Actual results could differ materially from those set out in the forward-looking statements. Nothing in this announcement should be construed as a profit forecast and no part of these results constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Company, and must not be relied upon in any way in connection with any investment decision. 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 the FCA, the London Stock Exchange or by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules, 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.

Appendix - Terms and conditions of the Placing

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

In this Appendix, unless the context otherwise requires, the "Company" means Brewin Dolphin Holdings PLC and "Placee" means those persons to whom Placing Shares are to be issued and allotted.

Details of the Placing

The Banks have entered into a placing agreement (the "Placing Agreement") with the Company under which the Banks have undertaken, on the terms and subject to the conditions set out in the Placing Agreement, acting severally, to use their reasonable endeavours as agents of the Company to seek to procure Placees for the Placing Shares following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"). In accordance with the terms of the Placing Agreement, subject to the execution of the terms of sale setting out the final number of Placing Shares and the final Placing Price (each as defined below), if Placees fail to take up their allocation of Placing Shares at the Placing Price, the Bookrunners have severally (and not jointly or jointly and severally) agreed to take up such shares and the Company agrees to allot and issue such shares to the Bookrunners, at the Placing Price and on the terms set out in the Placing Agreement. The Placing Price will be determined following completion of the Bookbuild in accordance with this Announcement (including this Appendix) and the Placing Agreement.

The Placing Shares will, when issued, be subject to the articles of association of the Company and be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 1 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 by reference to a record date on or 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 60 Dealing Days from the date of the Placing Agreement without the prior written consent of the Banks. The Placing 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 share option schemes in accordance with normal practice, or any issue of shares related to employee share schemes or relating to existing warrants or convertible securities or any team acquisition agreements.

Application for Admission to listing and trading

Application will be made to the FCA for admission of the Placing Shares to the premium segment of the Official List maintained by the FCA (the "Official List") and to the London Stock Exchange plc 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 at 8.00 a.m. (London time) on 3 June 2013 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at that time.

Bookbuild

The Banks will today commence the Bookbuild 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 Banks and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1. Each of RBC and Canaccord are acting as joint bookrunner and agent of the Company. Panmure Gordon is acting as co-lead manager and agent of the Company.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Banks. The Banks and any of their respective Affiliates and/or agents are entitled to enter bids in the Bookbuild as investors for their own account.

3. By participating in the Bookbuild process and the Placing, Placees will be deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be participating and making an offer for Placing Shares on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgments, agreements and undertakings contained in this Appendix.

4. Each Placee irrevocably appoints any director of the Banks as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing.

5. The Bookbuild will establish a single price (the "Placing Price") payable to the Banks by all Placees whose bids are successful. The Placing Price will be determined by the Banks in their discretion following consultation with the Company following completion of the Bookbuild. 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 FCA pursuant to Part VI of FSMA. The Placing Price and the number of Placing Shares will be announced (the "Final Press Announcement") by the Company on a Regulatory Information Service following the completion of the Bookbuild.

6. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at RBC, Canaccord or Panmure Gordon respectively. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Banks following consultation with the Company, or at prices up to a price limit specified in its bid. Bids may be scaled down by the Banks on the basis referred to in paragraph 9 below. Each of the Banks is arranging the Placing severally, and not jointly, or jointly and severally, as agent of the Company.

7. The Bookbuild is expected to close no later than 4.30 p.m. (London time) on 29 May 2013 but may be closed earlier or later at the discretion of the Banks following consultation with the Company. The Banks may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon agreement of the Banks) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

8. Each prospective Placee's allocation will be determined at the discretion of the Banks following consultation with the Company and will be confirmed orally by the relevant Banks, as agent of the Company as soon as practicable following the close of the Bookbuild. The relevant Bank's oral confirmation of an allocation shall constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and subject to the conditions set out in this Appendix and the Company's Memorandum and Articles of Association. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing.

9. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by one of the Banks. The terms of this Appendix will be deemed incorporated by reference therein.

10. Subject to paragraphs ‎6 and ‎7 above, the Banks may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion and may scale down any bids for this purpose on such basis as they may determine. The Banks may also, notwithstanding paragraphs ‎6 and ‎7 above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

11. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bank's consent will not be capable of variation or revocation after the time at which it submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Banks, 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.

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 Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to under "Termination of the Placing".

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

15. To the fullest extent permissible by law, none of the Banks 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 Banks nor any of their Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Banks and the Company may agree.

Conditions of the Placing

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

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

1. certain announcement obligations;

2. the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading in any respect at any time prior to Admission, by reference to the facts and circumstances from time to time subsisting;

3. the performance or compliance by the Company of all of its obligations under the Placing Agreement which are required to be performed or complied with on or prior to Admission;

4. Admission occurring no later than 8.00 a.m. (London time) on the date specified in the executed Term Sheet or such later date as may be agreed in writing between the Company and the Banks; and

5. in the good faith opinion of any of the Banks, there having not been, since the date of the Placing Agreement any material adverse change (financial or otherwise) in the operations or prospects of the Group or with regard to certain other matters,

(all conditions to the obligations of the Banks included in the Placing Agreement being together the "conditions").

If any of the conditions in the Placing Agreement in relation to the Placing Shares are not satisfied or waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Banks may agree), or has become incapable of being satisfied or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations under these terms and conditions 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.

The Banks may, at their discretion and upon such terms as they think fit, waive compliance by the Company, or extend the time and/or date for fulfilment by the Company, with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

None of the Banks nor any of their Affiliates nor the Company or any other person 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 they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Banks.

Termination of the Placing

The Banks may, at their discretion, by notice in writing to the Company, terminate the Placing Agreement at any time prior to Admission if, inter alia:

1. Any matter or circumstance arises as a result of which any of the conditions has not been satisfied or waived by the Banks by the required time; or

2. Any matter has arisen which might reasonably be expected to give rise to a claim under the indemnity provisions in the Placing Agreement.

If the Placing Agreement is terminated in accordance with its terms, the parties to the Placing Agreement shall be released and discharged (except for any liability arising in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions 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 Banks that the exercise by the Company or the Banks 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 Banks (as the case may be) and that neither the Company nor the Banks need make any reference to such Placee and that neither the Company, the Banks 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 or failure so to 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 Banks following the close of the Bookbuild.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix), the Final Press Announcement and any information publicly announced by the Company to a Regulatory Information Service (the "Publicly Available Information").

Each Placee, by participating in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Banks or any other person other than the Publicly Available Information and none of the Banks nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the business, financial position 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.

Registration and settlement

Following close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it at the Placing Price and containing settlement instructions. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed with RBC in accordance with either the standing CREST or certificated settlement instructions that it has in place with either of them (as appropriate).

Settlement of transactions in the Placing Shares (ISIN: GB0001765816) following Admission will take place within the CREST system. The Banks and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof), to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not possible or practicable within the CREST system or would not be consistent with regulatory requirements in any Placee's jurisdiction.

The Company will deliver the Placing Shares to a CREST account operated by RBC as agents for the Company and RBC or will enter its delivery (DEL) instructions into the CREST system.

It is expected that settlement will be on 3 June 2013 in accordance with the instructions set out in the trade confirmation (or such other time and/or date as the Company and the Banks may agree).

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 Banks.

Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Bank may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf.

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

Representations and further terms

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

1. it has read and understood 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, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on any information given or any representations or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares, or otherwise, other than the information contained in this Announcement (including this Appendix) and the Publicly Available Information and that in accepting the offer of its Placing participation it will be relying solely on the information contained in the Announcement (including this Appendix);

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 prepared in connection with the Placing;

3. the Company's ordinary shares are listed on the premium segment of the Official List of the FCA, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA, 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. none of the Banks or the Company nor any of their Affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than this Announcement; nor has it requested the Banks, the Company, any of their Affiliates or any person acting on behalf of any of them to provide it with any such information;

5. none of the Banks 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. (i) the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information in deciding to participate in the Placing; (ii) none of the Banks, nor the Company nor their respective Affiliates 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 business, financial and other position of the Company and the terms of the Placing, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

7. the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that neither the Banks nor any person acting on their behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement (including this Appendix) 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;

8. unless otherwise specifically agreed in writing with the Banks, it is not (and at the time the Placing Shares are acquired will not be), and it will not be subscribing on behalf of, a resident of Australia, Canada, Japan, Jersey or the Republic of South Africa at the time the Placing Shares are acquired, 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 or 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) if it is not outside the United States, is a QIB or acquiring the Placing Shares on behalf of a QIB, 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, is able to bear the economic risk of an investment in the Placing Shares, has adequate means of providing for its current and contingent needs, 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 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 (within the meaning of US securities laws) thereof in whole or in part, in the United States;

9. the Placing Shares have not been and will not be registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, Australia, Canada, Japan, Jersey or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold directly or indirectly, in or into the United States, Australia, Canada, Jersey, Japan or the Republic of South Africa;

10. 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) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

11. the Placing Shares have not and will not be registered under the Securities Act, or under the securities laws of any state of the United States;

12. it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or directed selling efforts (as defined in Regulation S under the Securities Act);

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

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

15. 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, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

16. no action has been or will be taken by any of the Company, the Banks or any person acting on behalf of the Company or the Banks 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;

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

18. it will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement (including this Appendix) 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 Banks may in their discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

19. 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;

20. the person who it specifies for registration as holder of the Placing Shares will be: (i) the Placee; or (ii) a nominee of the Placee, as the case may be. The Banks 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. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Banks in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of RBC or transferred to a CREST stock account of RBC who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

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

22. (i) 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 and (ii) it and any person acting on its behalf is entitled to subscribe for Placing Shares comprised in its allocation under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities;

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

24. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to the expiry of a period of six months from 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 the FSMA;

25. if it is within the EEA, 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;

26. 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;

27. 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;

28. if it has received any confidential price sensitive information about the Company in advance of the Placings, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made generally available;

29. none of the Banks, nor any of their Affiliates nor any person acting on behalf of the Banks or their Affiliates is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Banks' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

30. acknowledges and accepts that the Banks may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, the Banks will not make any public disclosure in relation to such transactions;

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 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, the Terrorism Act 2006 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. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and are able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

34. the Company, the Banks, their respective Affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements and undertakings;

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

36. this Appendix, any agreements entered into by it pursuant to this Appendix, 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 and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that proceedings may be taken by the Company or the Banks 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; and

37. it (and any person acting on its behalf) agrees to indemnify and hold the Company, the Banks and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses): (i) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix; or (ii) incurred by the Banks and/or the Company arising from the performance of the Placee's obligations as set out in this Announcement (including this Appendix), and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

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

The commitment to subscribe for Placing Shares on the terms set out in this Announcement (including this Appendix) and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the terms of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing.

The agreement to allot and issue Placing Shares to Placees (and/or the persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Banks shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Banks accordingly.

In addition, Placees should note that they will be liable for any 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 for any Placing Shares.

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

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

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Banks may (at their absolute discretion) satisfy their obligations to procure Placees by themselves agreeing to become a Placee in respect of some or all of the Placing Shares.

When a Placee or any person acting on behalf of the Placee is dealing with the Banks, any money held in an account with any of the Banks on behalf of that Placee and/or any person acting on behalf of that Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence this money will not be segregated from the relevant Bank's money in accordance with the client money rules and will be used by the Banks in the course of their own business and a Placee will rank only as a general creditor of the Banks.

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 (including this Appendix) may be subject to amendment. The Banks will notify Placees and any persons acting on behalf of the Placees of any changes.

Definitions

In this Announcement:

"Admission" means the admission of the Placing Shares to the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities;

"Affiliate" has the meaning given in Rule 501(b) of Regulation D or Rule 405 under the Securities Act;

"Banks" means RBC, Canaccord and Panmure Gordon and "Bank" means any one of them;

"Board" means the Board of Directors of the Company or a duly authorised committee thereof;

"Bookbuild" means the bookbuilding procedure to be carried out by the Banks in connection with the Placing;

"Bookrunners meansRBC and Canaccord;

"Canaccord" means Canaccord Genuity Limited;

"Co-lead Manager" means Panmure Gordon;

"conditions" means all conditions to the obligations of the Banks included in the Placing Agreement;

"CREST" means the system enabling title to securities to be evidenced and transferred in dematerialised form operated by Euroclear UK & Ireland Limited in accordance with the Uncertificated Securities Regulations 2001 (SI 2001/3755);

"Dealing Day" means a day on which dealings in domestic equity market securities may take place on the London Stock Exchange;

"Directors" means all the directors of the Company;

"EEA" means the European Economic Area;

"FCA" means the Financial Conduct Authority;

"Final Press Announcement" means the press announcement giving details of the results of the Placing and the Placing Price;

"FSMA" means the Financial Services and Markets Act 2000, as amended;

"Group" means the Company and its subsidiary undertakings;

"Brewin Dolphin" or the "Company" means Brewin Dolphin Holdings PLC;

"Listing Rules" means the listing rules produced by the FCA under Part VI of the FSMA and forming part of the FCA's Handbook of rules and guidance, as from time to time amending;

"London Stock Exchange" means London Stock Exchange plc;

"Official List" means the list maintained by the FCA in accordance with section 74(1) of the FSMA for the purposes of Part VI of the FSMA;

"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;

"Ordinary Shares" means ordinary shares of one pence each in the capital of the Company;

"Panmure Gordon" means Panmure Gordon (UK) Limited;

"Placees" means those persons to whom any of the Placing Shares are to be issued and allotted and "Placee" means any one of them;

"Placing" means the placing of the Placing Shares by the Banks with institutional and other investors on behalf of the Company;

"Placing Agreement" means the agreement between the Company and the Banks in connection with the Placing;

"Placing Price" means the price per Ordinary Share to be agreed between the Company and the Banks jointly, as specified in the Term Sheet;

"Placing Shares" means the new Ordinary Shares which are to be issued in connection with the Placing;

"Prospectus Directive" means Article 3(2) of the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC) (as amended);

"Publicly Available Information" means any information publicly announced by the Company to a Regulatory Information Service;

"Qualified Institutional Buyer" or "QIBs" has the meaning given by Rule 144A under the United States Securities Act of 1933, as amended. 

"Qualified Investors" means 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive;

"RBC" means RBC Capital Markets, a trading name of RBC Europe Limited;

"Regulations" means the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations (2003);

"Regulatory Information Service" means any of the regulatory information services included within the list maintained on the London Stock Exchange's website;

"Securities Act" means the United States Securities Act of 1933, as amended;

"Shareholders" means holders of Ordinary Shares;

"Term Sheet" means the completed term sheet to be executed by the Company and the Banks;

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland; and

"United States" or "US" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.