Proposed Acquisition of JMI and £25.6m Placing

This announcement (INCLUDING THE APPENDIX) AND THE INFORMATION HEREIN is RESTRICTED AND not for release, publication or distribution, IN WHOLE OR IN PART, directly or indirectly, outside of the united kindgom, including in or into the United States, australia, Canada, japan, New Zealand, SOUTH AFRICA, or any other jurisdiction in which such release, publication or distributioN would be unlawful.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information to be contained in the Prospectus. Copies of the Prospectus when published will be available from the registered office of Chime at Southside, 105 Victoria Street, London, SW1E 6QT.

Further, 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 for or otherwise acquire any new ordinary shares of Chime in any jurisdiction in which any such offer or solicitation would be unlawful.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section.

Chime Communications PLC

("Chime" or the "Company")

 Proposed acquisition of Just Marketing, Inc. ("JMI")

Placing to raise approximately £25.6 million

Chime, the international communications & sports marketing group, is pleased to announce the proposed acquisition of JMI, a global marketing firm focused on motorsports (the "Acquisition"), together with, as part of the funding for the Acquisition, a placing of 8,533,334 new ordinary shares to raise approximately £25.6 million (before expenses) (the "Placing" and together with the Acquisition, the "Transaction").

Highlights of the Acquisition

· Chime has agreed to acquire, through its wholly-owned subsidiary Chime USA. Inc. ("Chime US"), the entire issued share capital of JMI, for a maximum consideration of USD70.6 million (approximately £43.7 million).

· JMI is a global marketing firm focused on motorsports, operating primarily in Formula 1, NASCAR (the National Association for Stock Car Auto Racing) and IndyCar. JMI provides long-term sponsorship management and activation strategies, together with services including large-scale hospitality events, rights sales, and digital and experiential marketing initiatives.

· The directors of Chime believe that the Acquisition will help the Company fulfil its aspiration of becoming a leading sports marketer. In particular, the Acquisition:

o provides Chime's sport and entertainment division ("CSM") with a leading position in motorsports, a sport in which it currently has limited presence;

o gives CSM a foothold into the United States, one of the world's largest sports marketing markets;

o provides CSM with a management team with a collective experience in the motorsports industry of over 100 years in addition to CSM's existing team;

o reduces CSM revenue volatility through JMI's multi-year contracts, longstanding relationships and strong revenue visibility;

o provides CSM with cross-selling opportunities; and

o is consistent with CSM's international, full service and multi-sport strategy.

· The Acquisition is expected to be earnings-enhancing in the first full financial year following completion.

· Zakary C. Brown, the founder and CEO of JMI, has relocated to London and, following completion of the Acquisition, will sit on the boards of both JMI and CSM Motorsport Limited ("CSM Motorsport") (a newly incorporated wholly owned UK subsidiary of Chime) as President and CEO. It is intended that the JMI business will be operated as a separate division within CSM.

Financing the Acquisition

· The Acquisition and associated expenses will be funded through the Placing and the issue of new ordinary shares in Chime (the "Consideration Shares"), with the balance being satisfied by drawing down on Chime's increased Revolving Credit Facility.

· The Placing will comprise 8,533,334 new ordinary shares (the "Placing Shares") being issued to Placees at 300 pence per Placing Share (the "Issue Price").

· The Issue Price represents a discount of 7.1 per cent. to the Closing Price of 323 pence per Existing Ordinary Share on 24 October 2013.

· The Placing has been fully underwritten by HSBC Bank plc ("HSBC") and Numis Securities Limited ("Numis") (each a "Bookrunner", together the "Joint Bookrunners").

Commenting on the Acquisition, Christopher Satterthwaite, Chief Executive of Chime, said:

"The acquisition of JMI is an important step in the development of our international, full service and multi-sport strategy. Chime formed its sports and entertainment division in 2007 and since then, the business has grown considerably, building profits to £15.8m in 2012. This acquisition will give us a strong foothold in the United States, one of the largest sports marketing markets in the world, and will accelerate Chime's strategy of becoming a global leader in sports marketing."

"Zak Brown is a major figure in the motorsports world and we are delighted that he is bringing his business to CSM and the opportunities for cross selling to both existing and new clients."

Zak Brown, CEO of JMI , said:

"I am delighted to be joining the Chime group. As part of Chime we can sell other products to our existing clients and I look forward to working with Lord Coe and the entire Chime team across all areas of the sports marketing business."

The Acquisition is conditional on, among other things, the approval of Chime shareholders at a meeting to take place at 12.00 p.m. on 14 November 2013. Shareholders will be sent a combined prospectus and circular (the "Prospectus") containing further details of the Transaction later today.

The Placing is not conditional upon completion of the Acquisition. If Completion does not take place, the Placing would still be completed and funds would be raised by Chime. In these circumstances, the Directors will need to evaluate other appropriate acquisition opportunities and/or how best to return surplus capital to Shareholders.

Terms used and not defined in this announcement have the meaning given to them in the Prospectus.

Analyst Presentation

A copy of this announcement, the Prospectus (including the Notice of General Meeting), and the analyst and investor presentation, will be made available on the Company's website at www.Chimeplc.com.

For further information please contact:

Notes to Editors

About Chime

Chime is an international communications and sports marketing group, including CSM Sports & Entertainment, the VCCP Partnership in advertising, The Good Relations Group in public relations, Open Health in healthcare communications, Teamspirit, a specialist in financial and professional services and CIE, an insight and engagement agency.

For more information, please go to www.Chimeplc.com.

About JMI

JMI is a global marketing firm, providing motorsports focused marketing solutions for large Global 1000 companies. JMI's services include long-term sponsorship management and activation strategies, rights sales, marketing and communications and digital and experiential marketing initiatives. Its activities are focused primarily on Formula 1, IndyCar and NASCAR.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. PRIOR TO PUBLICATION OF THE PROSPECTUS (AS DEFINED BELOW), ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU (THE "2010 PD AMENDING DIRECTIVE"), TO THE EXTENT IMPLEMENTED, AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURE, IN THE RELEVANT MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA")) (THE "PROSPECTUS DIRECTIVE"), FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR OFFERS OF THE PLACING SHARES. THIS ANNOUCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN AN EEA MEMBER STATE WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (A "RELEVANT MEMBER STATE"), UNDER THE FOLLOWING EXEMPTIONS UNDER THE PROSPECTUS DIRECTIVE, IF AND TO THE EXTENT THEY HAVE BEEN IMPLEMENTED IN THAT RELEVANT MEMBER STATE: (I) TO ANY LEGAL ENTITY WHICH IS A "QUALIFIED INVESTOR" AS DEFINED IN THE PROSPECTUS DIRECTIVE; (II) TO FEWER THAN 100 OR, IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED THE RELEVANT PROVISION OF THE 2010 PD AMENDING DIRECTIVE, 150, NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE), AS PERMITTED UNDER THE PROSPECTUS DIRECTIVE; OR (III) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, PROVIDED THAT NO SUCH OFFER TO THE PUBLIC SHALL RESULT IN A REQUIREMENT FOR THE PUBLICATION BY THE COMPANY OR THE MANAGERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE; AND (B) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (THE "ORDER"); OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION OF PLACING SHARES.

The distribution of this announcement and the offering, 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 Joint Bookrunners 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 Joint Bookrunners to inform themselves about and to observe any such restrictions.

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 FOR OR OTHERWISE ACQUIRE SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION.

ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

In particular, the securities of the Company (including the Placing Shares) have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and accordingly the Placing Shares may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States.

This document is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This document is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

By participating in the Placing, Placees are deemed to have read and understood this announcement 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, indemnities, acknowledgements and undertakings contained herein.

This announcement may contain and the Company may make verbal statements containing "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, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" 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 effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. 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 publish 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 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.

This announcement has been issued by, and is the sole responsibility of, Chime. Numis and EPL Advisory are authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and HSBC is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the FCA and the Prudential Regulatory Authority, and are acting solely for the Company and no one else in connection with the arrangements described in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the arrangements described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the respective clients of HSBC, Numis and EPL Advisory nor for providing advice in connection with the arrangements described in this announcement or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on HSBC, Numis and EPL Advisory under FSMA or the regulatory regime established thereunder, none of HSBC, Numis or EPL Advisory accepts any responsibility whatsoever and makes no representation, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other written oral statement made or purported to be made by it, or on its behalf, in connection with the Company, or the arrangements described in this announcement. Subject to applicable law, each of HSBC, Numis and EPL Advisory accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or 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 any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

In this announcement, "Placee" means a person (including individuals, funds or others) who is, or becomes, committed to acquire Placing Shares in the Placing.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

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

Chime Communications PLC

 Proposed acquisition of Just Marketing, Inc.

Placing to raise approximately £25.6 million

Chime, the international communications & sports marketing group, is pleased to announce the proposed acquisition of JMI, a global marketing firm focused on motorsports (the "Acquisition"), together with, as part of the funding for the Acquisition, a Placing of 8,533,334 new ordinary shares to raise approximately £25.6 million (before expenses) (the "Placing" and together with the Acquisition, the "Transaction").

The Acquisition is conditional on, among other things, the approval of Shareholders at a meeting to take place at 12.00 p.m. on 14 November 2013. Shareholders will be sent a combined prospectus and circular (the "Prospectus") containing further details of the Transaction later today.

The Placing is not conditional upon completion of the Acquisition. If Completion does not take place, the Placing would still be completed and funds would be raised by Chime. In these circumstances, the Directors will need to evaluate other appropriate acquisition opportunities and/or how best to return surplus capital to Shareholders.

Terms used and not defined in this announcement have the meaning given to them in the Prospectus.

1. Rationale for the Acquisition

CSM (Chime's sport and entertainment division) operates in both media rights and sponsorship and its strategy is based on providing an international, multi-sport and full-service capability. The Chime directors believe that the Acquisition will accelerate the achievement of CSM's strategy and drive the business forward by increasing its international footprint in one of the world's largest sports marketing markets.

In particular:

· CSM's growth is driven by its ability to deliver a full-service product. This includes consulting to sponsors, rights sales, brand activation, branding, content creation, public relations and communications.

· CSM is a multi-sports business. Its current capabilities are strongest in Olympics, Paralympics, rugby union, cricket and football. The Acquisition brings a leading position in motorsports, a sport in which CSM currently has limited presence.

· The acquisition of a global motorsports marketing firm will help Chime fulfil its aspiration of becoming a leading sports marketer. JMI has executed some of the largest global partner deals in Formula 1 and introduced one of the largest new NASCAR sponsors in 2012. JMI boasts nine Fortune Global 500 companies as clients.

· The Directors believe that the Acquisition will provide CSM with a leading position in motorsports. In North America alone, motorsports sponsorship spending totalled USD3.62 billion in 2012, and is estimated to reach USD3.76 billion in 2013 (IEG Sponsorship Report, 25 February 2013). In addition, the Directors understand global motorsports sponsorship revenue to be estimated at USD6.02 billion in 2012-2013. These figures are driven by a large global viewership, desirable demographic characteristics and an increasing presence in the emerging markets - the Board expects that these factors will support JMI 's business model going forward.

· The Acquisition will give CSM a foothold into the United States, one of the largest sports marketing markets in the world. CSM also offers JMI the opportunity to leverage its on-the-ground presence in Hong Kong, Abu Dhabi, Rio de Janeiro and Shanghai.

· JMI has multi-year contracts, longstanding relationships and strong revenue visibility which should help reduce the impact of CSM's revenue being subject to volatility in light of the timing and nature of global sporting events.

· The Acquisition will add a management team with a collective experience in the motorsports industry of over 100 years to CSM's existing team.

The Directors expect the acquisition of JMI to be earnings-enhancing in the first full financial year following completion of the Acquisition. Had the Acquisition happened at 30 June 2013, the impact would have been to increase net assets from £158.2 million to £192.3 million. The Board also considers that the Acquisition significantly improves the overall CSM product offering and will provide cross-selling opportunities.

2. Information on JMI

JMI is a global marketing firm focused on motorsports. The JMI business was founded in February 1995 by Zakary C. Brown, a former professional racing car driver, and has its US headquarters in Indianapolis with other offices in London and Hong Kong.

JMI creates global motorsports focused marketing solutions for large Global 1000 companies. JMI provides a host of integrated services including long-term sponsorship management and activation strategies, large-scale hospitality events, rights sales, and marketing and communications services. JMI matches the local, regional and global promotional needs of its clients with opportunities in motorsports and has particular expertise in the three largest series - Formula 1, NASCAR and IndyCar.

JMI has long-term relationships with key industry players and rights holders. JMI has built up a stable base of large, blue-chip clients.

In the year ended 31 December 2012, JMI's revenue (based on financial information prepared in accordance with International Financial Reporting Standards) was USD40.8 million with EBITDA of USD7.7 million, operating profit of USD4.7 million and profit before tax of USD4.1 million. As at 31 December 2012, JMI 's gross assets were USD52.3 million.

JMI has good visibility for the current year and expects net revenue for 2013 to show an increase over that achieved in 2012. For the first half of 2013, net revenues and gross profit increased over the comparable period in 2012 by 21.3 per cent. and 19.0 per cent. respectively. This is the result of growth in existing clients and the acquisition of new clients since the beginning of 2012.

Due to its presence in the motorsports industry, its current client list and the contracts which it has in place, JMI expects to see good revenue growth in the next few years.

3. Terms of the Acquisition

Under the acquisition agreement entered into between Chime, Chime US, JMI Holding and JMI on 25 October 2013 (the "Acquisition Agreement"), Chime US has conditionally agreed to acquire the entire issued share capital of JMI from JMI Holding.

(a) Consideration

The maximum consideration payable to JMI Holding under the terms of the Acquisition Agreement is USD70.6 million (approximately £43.7 million).

JMI Holding sought instructions from each of its unit holders as to form of consideration which should be payable in respect of such unit holders indirect pro rata interest in JMI. If a unit holder did not provide any such instruction, the consideration payable in respect of their indirect pro rata share of JMI (other than their indirect pro rata share of the Claims Escrow Consideration Shares) is to be satisfied in cash. Only the ZB Entities instructed JMI Holding to receive part of the consideration in the form of Consideration Shares.

Accordingly, at Completion, Chime will make a payment of USD51.4 million (approximately £31.8 million) in cash (from the proceeds of the Placing and drawings from the increased Revolving Credit Facility), issue the ZB Initial Consideration Shares (representing USD2.7 million (approximately £1.7 million)) to the ZB Entities and issue the Escrow Consideration Shares (representing USD13.3 million (approximately £8.2 million)) to the escrow agent to be held on the terms described below. In addition, the issuance of the Deferred Consideration Shares (representing USD3.3 million (approximately £2.1 million)) will be deferred and will only be issued on the terms described below.

(b) Escrow arrangements

Claims Escrow

The Claims Escrow Consideration Shares and the Claims Deferred Consideration Shares (together representing USD6.0 million (approximately £3.7 million)) will be issued to the escrow agent (in the case of the Claims Escrow Consideration Shares) or deferred (in the case of the Deferred Claims Consideration Shares) as security for claims under the Acquisition Agreement. In this regard, the Claims Escrow Consideration Shares (representing USD4.8 million (approximately £3.0 million)) will be sold in the market to fund 80 per cent. of any claims Chime brings against JMI Holding under the Acquisition Agreement. Any Claims Escrow Consideration Shares held by the escrow agent on the date falling 12 months following Completion will (subject to the determination of any outstanding claims under the Acquisition Agreement at such date) be sold on the market and the proceeds transferred to JMI Holding and certain JMI Holding option holders. At the same time, Chime shall issue a corresponding proportion of the Claims Deferred Consideration Shares to the ZB Entities.

Revenue Escrow

The Revenue Escrow Consideration Shares and the Revenue Deferred Consideration Shares (together, representing USD10.6 million (approximately £6.6 million)) will be issued to the escrow agent (in the case of the Revenue Escrow Consideration Shares) or deferred (in the case of the Revenue Deferred Consideration Shares). The Revenue Escrow Consideration Shares (representing USD8.5 million (approximately £5.2 million)) will be sold in the market and the proceeds transferred to JMI Holding and certain JMI Holding option holders based on the revenues due to be received by JMI and CSM Motorsport during the period from 1 January 2015 to 31 December 2017 pursuant to new contracts entered into by JMI and CSM Motorsport following 31 August 2013. At the same time, Chime shall issue a corresponding proportion of the Revenue Deferred Consideration Shares to the ZB Entities. Any Revenue Escrow Consideration Shares held by the escrow agent on 30 April 2015 will (subject to the determination of any outstanding claims by JMI Holding in relation to the Revenue Escrow Consideration Shares) be sold on the market and the proceeds transferred to Chime.

Following publication of the Company's annual report and accounts for the financial year ending 31 December 2013, JMI Holding has the option to require the sale all of the Claims Escrow Consideration Shares then held by the escrow agent. If the aggregate price obtained (net of expenses and taking account of any earlier sale of Claims Escrow Consideration Shares) represents a price per Escrow Consideration Share of less than the Issue Price, Chime is required to make a cash payment or issue a further number of Ordinary Shares to the Escrow Agent to fund such shortfall. If the aggregate price obtained (net of expenses and taking account of any earlier sale of Claims Escrow Consideration Shares) represents a price per Escrow Consideration Share of more than the Issue Price, any such excess will be paid to Chime. Following any such payments, the escrow agent shall continue to hold the remaining cash balances and shall only release such funds in accordance with the provisions regarding the sale and release of the Claims Escrow Consideration Shares and the Revenue Escrow Consideration Shares described above.

Chime has agreed to meet all expenses incurred in the sale of the Escrow Consideration Shares.

Assuming that no further Ordinary Shares will be issued from the Latest Practicable Date until the date of Admission of Initial Consideration Shares (other than the Placing Shares and Initial Consideration Shares), the New Ordinary Shares will represent approximately 12.1 per cent. of Chime's issued share capital immediately following Admission of Initial Consideration Shares. Assuming all the Deferred Consideration Shares were issued on Completion, the Placing Shares and the Consideration Shares would represent approximately 12.7 per cent. of Chime's issued share capital immediately following Completion.

The Initial Consideration Shares will be issued at Completion and credited as fully paid and free from any encumbrances and will rank pari passu in all respects with the Ordinary Shares, including the right to receive all dividends, distributions or any return of capital declared, paid or made after the Completion Date. The Deferred Consideration Shares will be issued based on the proceeds from the sale of the Escrow Consideration Shares which are transferred to JMI Holding and certain JMI Holding option holders. When issued, the Deferred Consideration Shares will be credited as fully paid and free from encumbrances and will rank pari passu in all respects with the Ordinary Shares, including the right to receive all dividends, distributions or any return of capital declared, paid or made in respect of which the relevant record date is on or after the date on which such Deferred Consideration Shares were due to be issued in accordance with the Acquisition Agreement.

Conditions to Completion include, inter alia: (i) the passing of the Resolution; (ii) receipt of the proceeds of the Placing; (iii) Admission of Initial Consideration Shares becoming effective; (iv) the representations and warranties in the Acquisition Agreement being true and correct in all material respects at the time of Completion; and (v) no material adverse change occurring in relation to JMI or JMI Holding.

(c) Break Fee

Under the Acquisition Agreement, a break fee of USD860,000 (approximately £531,964) is payable by Chime if the Acquisition Agreement is terminated as a result of the Chime Board withdrawing, modifying or changing its recommendation of the Acquisition or if the Company does not receive the proceeds of the Placing.

(d) Shareholder Approval

Owing to its size, the Acquisition constitutes a Class 1 transaction for Chime for the purposes of the Listing Rules. Therefore, the Acquisition is conditional on, inter alia, the approval by Chime shareholders at a meeting to take place at 12.00 p.m. on 14 November 2013.

Irrevocable undertakings to vote in favour of the Resolution have been received in respect of a total of 5,673,841 shares (representing 6.58 per cent. of Chime's current issued share capital) from JO Hambro Capital Management Limited and NFU Mutual and letters confirming an intention to vote in favour of the Resolution have been received in respect of a total of 15,786,902 shares (representing 18.30 per cent. of Chime's current issued share capital).

4. Financing the Acquisition

The Acquisition and associated fees and expenses will be funded by way of:

· £25.6 million from the Placing (see further details below);

· the issue of up to 3,973,764 Consideration Shares; and

· £13.6 million from the increased Revolving Credit Facility.

Of the above financing, £3.3 million will be used to fund debt, cash and other adjustments.

5. Zak Brown and other JMI senior management

Zak Brown founded JMI and the Board believes that his continued involvement in the business is important to its future success. At present he owns a 18 per cent. equity interest in JMI Holding.

Pursuant to the Acquisition, Zak Brown, through the ZB Entities, will receive 551,048 Consideration Shares at Completion and will be entitled to receive up to an additional 685,865 Consideration Shares subject to the escrow arrangements described above. Subject to certain exceptions, each of the ZB Entities have agreed not to sell:

· 23 per cent. of the Consideration Shares they receive pursuant to the Acquisition for a period of two years following Completion;

· 27 per cent. of the Consideration Shares they receive pursuant to the Acquisition prior to 1 March 2017;

· 23 per cent. of the Consideration Shares they receive pursuant to the Acquisition for a period of four years following Completion; and

· 27 per cent. of the Consideration Shares they receive pursuant to the Acquisition prior to 1 March 2020.

Chime has incorporated a new UK private limited company, CSM Motorsport, to run the new JMI business, which will be operated through Chime's CSM division. Zak Brown will be appointed as President and CEO of CSM Motorsport in addition to acting as President and CEO of JMI . Further, Zak has agreed to remain with JMI in this role until 31 December 2018 (subject to limited early termination rights).

6. Summary of the principal terms of the Placing

The Company is proposing to raise approximately £25.6 million (before expenses), by way of the Placing of 8,533,334 Placing Shares. Placees have agreed to subscribe for the Placing Shares at the Issue Price (300 pence per Placing Share), representing a 7.1 per cent. discount to the Closing Price of 323 pence per Existing Ordinary Share on 24 October 2013 (the last Business Day before the announcement of the Placing). The level of discount was determined as a result of the pre-marketing exercise with Shareholders who participated in the Placing as Placees. The Placing Shares will represent approximately 9.0 per cent. of the Company's issued Ordinary Shares following Admission of Placing Shares.

The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions declared, made or paid after the date of their issue. The Placing Shares will be in registered form and capable of being held in certificated form or uncertificated form in CREST.

The issue of the Placing Shares is to be effected by way of a cashbox placing. The Company will allot and issue the Placing Shares on a non pre-emptive basis to the Placees in consideration for Numis transferring their holdings of ordinary shares and redeemable preference shares in GP2013 (Jersey) Limited to the Company. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares, at the conclusion of the Placing, the Company will own the entire issued share capital of GP2013 (Jersey) Limited whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing.

The Placing has been fully underwritten by HSBC and Numis. HSBC and Numis are also acting as Joint Bookrunners in connection with the Placing.

The Placing is not conditional upon completion of the Acquisition. After Admission of Placing Shares, the Acquisition could fail to complete. In the event that Admission of Placing Shares occurs but Completion does not take place, the Directors' current intention is that the proceeds of the Placing will be invested on a short-term basis while the Directors evaluate other appropriate acquisition opportunities and, if no appropriate acquisitions can be found on acceptable terms, the Directors will consider how best to return surplus capital to Shareholders. Such a return could carry fiscal costs for certain Shareholders and will have costs for the Company.

Further details of the terms and conditions of the Placing can be found at the Appendix to this announcement.

7. Directors' and the Senior Management's participation in the Placing

Lord Davies (Non-Executive Chairman of Chime), Christopher Satterthwaite (CEO of Chime), Mark Smith (COO and Finance Director of Chime) and Jim Glover (Group CEO of CSM) will participate as Placees in the Placing up to amounts of £50,001, £50,001, £24,999 and £9,999 respectively.

8. WPP position

Chime commenced discussions with WPP plc ("WPP") in July 2013 as to whether it was supportive of the potential Acquisition. WPP holds 20.1 per cent. of the issued share capital of Chime and has two representatives on the Board. WPP also holds an approximate 20 per cent. equity interest in JMI Holding.

The WPP representatives on the Board have been supportive of the Acquisition and have voted, along with the rest of the Board, in favour of its terms. However, WPP has communicated with Chime that it would only be supportive of the transaction if its stake in Chime were increased to 29.9 per cent. This position was later revised down to 27.5 per cent. The Board did not consider that it would be appropriate to assist WPP in increasing their holding in Chime by such an amount.

Although the Board did propose restructuring the transaction such that WPP would end up with 24.9 per cent, WPP has now stated that if Chime proceeds with the Acquisition on its current terms, it is WPP's current intention to explore a sale of its stake in Chime, subject to price and other terms being satisfactory to WPP's board.

9. Dividends

For the year ended 31 December 2012 the Company paid a dividend of 7.24p per share (2011: 6.58p share), an increase of 10 per cent. on the previous year and representing a dividend cover of three times. For the six month period ended 30 June 2013, the Company paid an interim dividend of 2.20p per share (2012: 2.10p per share), representing a five per cent. increase on the 2012 payment.

The following table sets out the dividend per Ordinary Share paid in respect of the financial years ended 31 December 2010, 2011 and 2012:

10. Current trading

The Chime Group's overall trading in the first six months of this year has been in line with the Board's expectations. The Advertising and Marketing Services, Public Relations, Healthcare and CIE divisions all had operating profit growth of at least 50 per cent. Healthcare in particular has performed strongly, more than doubling its operating profits and is now establishing itself as a strong European healthcare communications brand.

CSM has had a reasonable performance in the first six months of 2013, a year when there is no FIFA World Cup or Olympics and when it has been developing its operations in Brazil and China. CSM's Brazilian operations have made progress in winning business for the World Cup but owing to phasing of some sports contracts, some income forecast in 2013 is expected to be carried forward into 2014. The Olympic stadium in Rio de Janeiro remains closed which could result in further impact on the 2013 results of CSM's Brazilian business.

The Chime Group's international operations have continued to grow with operating income up 40 per cent.

The strategy set out last year is being delivered and 2013 is expected to be a good year although there will be some one-off restructuring costs of around £1.5 million mainly in CSM. The appointment of a new Chief Operating Officer in CSM, Ian Priest, following the departure of Bart Campbell, has resulted in the redundancy of a number of employees as the business is reorganised. The Chime Group will continue to focus on improving margins, particularly in the Advertising and Marketing Services division, although there may be some one-off costs associated with the start of the Asda contract. The Advertising and Marketing Services, Public Relations, Healthcare and Insight Divisions are all expected to grow in the current year.

The Chime Group expects to show strong growth in its operating income in 2014, helped by the FIFA World Cup in Brazil, the Winter Olympics in Russia and the Commonwealth Games in Glasgow. The Chime Group has continued to make encouraging progress on contracts for these events in the last two months. In the World Cup in particular, CSM is better positioned than in previous events to secure a larger number of contracts through its expanded offering. The Chime Group believes this trend will be replicated for the Rio Olympics in 2016.

Looking to 2014 and beyond, the Chime Group is well-positioned across all parts of its business and will, in particular, continue to benefit from increasing expenditure in sports marketing around the world and CSM's growing capacity as an international, full service, multi-sport group.

11. Prospectus, Circular and General Meeting

Further details of the Placing and Acquisition, together with a notice convening the General Meeting to approve the Acquisition, will be contained in the Prospectus to be published and despatched to Shareholders later today. The purpose of the General Meeting will be to seek Chime Shareholders' approval of the Resolution in connection with the Acquisition.

Shareholders should be aware that it is possible that, after the Placing becomes wholly unconditional, the Acquisition could fail to complete. The risks associated with this possibility are discussed further in paragraph 6 above.

The full text of the Resolution will be set out in the Prospectus. Once published, the Prospectus will be made available on the Company's website (www.Chimeplc.com), and will be made available for inspection at its registered office, Southside, 105 Victoria Street, London SW1E 6QT, and will be submitted to the National Storage Mechanism and be available for inspection at www.morningstar.co.uk/uk/nsm.

12. Admission

Application will be made to the UK Listing Authority and to the London Stock Exchange for the Placing Shares and the Initial Consideration Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission of Placing Shares will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 30 October 2013 and that Admission of Initial Consideration Shares will become effective and that dealings in the Initial Consideration Shares will commence on 8.00 a.m. on 19 November 2013.

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OUTSIDE OF THE UNITED KINDGOM, INCLUDING IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

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 for or otherwise acquire any Placing Shares in any jurisdiction in which any such offer or solicitation would be unlawful.

Prior to publication of the Prospectus (as defined below), all offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. This announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

Members of the public are not eligible to participate in the Placing.

The Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act or under the securities laws 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.

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 Joint Bookrunners 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 Joint Bookrunners to inform themselves about and to observe any such restrictions.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important notices" section of this announcement.

By participating in the Placing, Placees are deemed to have read and understood this announcement 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, indemnities, acknowledgements and undertakings contained herein. In particular, each such Placee represents, warrants and acknowledges (amongst other things), that:

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. the case of a Relevant Person in a Relevant Member State who acquires any Placing Shares pursuant to the Placing:

(A) it is a Qualified Investor (as defined in the Prospectus Directive); and

(B) 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,

(i) 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 the Joint Bookrunners has been given to the offer or resale; or

(ii) 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 announcement; and

4. except as otherwise permitted by the "Representations and further terms" section of this announcement, it (and any account referred to in paragraph 3 above) is outside the United States acquiring the Placing Shares in "offshore transactions" as defined in and in accordance with Regulation S under the Securities Act.

Prospectus

A prospectus will be published in connection with the Placing and the Acquisition (the "Prospectus") and is expected to be approved by the UK Listing Authority later today.

Each Placee, by accepting a participation in the Placing, agrees that this announcement is not, and is not intended to be, a prospectus or constitute an offer to sell, or a solicitation of an offer to subscribe for, the securities being issued in connection with the Placing.

Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement is exclusively the responsibility of the Company and the persons stated therein as accepting responsibility for the announcement and confirms to the Joint Bookrunners and the Company that other than the Publicly Available Information and this Announcement, it has not relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners (other than the amount of its allocation in the Placing in the oral or written confirmation to be given to Placees), any of their respective affiliates, the Company, any of its affiliates, any persons acting on their behalf or any other person and neither the Joint Bookrunners nor any of their respective affiliates, nor the Company nor any of its affiliates nor any persons acting on their behalf, nor any other person will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with each of the Joint Bookrunners and the Company that it has relied on its own investigation of the business, financial or other position of the Company and JMI in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Sponsor and Placing Agreement and the Placing Shares

Each Bookrunner has entered into the Sponsor and Placing Agreement with the Company under which it has undertaken, on the terms and subject to the conditions set out in the Sponsor and Placing Agreement, to use all reasonable endeavours to procure Placees for the Placing Shares, failing which it has agreed to severally subscribe for the Placing Shares itself at the Placing Price (as defined below). The Placing is being underwritten by the Joint Bookrunners at the Placing Price (as defined below), on the terms and subject to the conditions of the Sponsor and Placing Agreement.

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 with a nominal value of 25 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.

Under the Sponsor and Placing Agreement, the Company has agreed that it will not issue or sell any ordinary shares for the period between the date of this announcement and the date which falls 90 days after the Admission of Initial Consideration Shares without the prior written consent of the Joint Bookrunners. This agreement is subject to certain customary exceptions and does not prevent the Company from issuing (i) the Placing Shares to be issued under the Placing, (ii) the Consideration Shares to be issued under the Acquisition, (iii) any ordinary shares issued by Chime upon the exercise of an option or warrant or the conversion of a security outstanding on the date of the Sponsor and Placing Agreement and disclosed in the Prospectus, (iv) any ordinary shares issued or options to subscribe for or acquire ordinary shares granted pursuant to existing employee benefit plans of Chime disclosed in the Prospectus, (v) any ordinary shares issued to shareholders of Chime instead of cash in respect of any dividend declared by Chime, and (vi) any ordinary shares issued to satisfy any deferred consideration obligation as disclosed in previous announcements of Chime and/or in part XII (Additional Information) of the Prospectus and existing as at the date of the Sponsor and Placing Agreement or issued as deferred consideration in accordance with the terms of the Acquisition Agreement.

Application for admission to listing and trading

Application will be made to the FCA for admission of the Placing Shares to the Official List and to the London Stock Exchange for admission to trading of the Placing Shares on the London Stock Exchange's main market for listed securities (together "Admission of Placing Shares").

It is expected that Admission of Placing Shares will take place on or before 8.00 a.m. on 30 October 2013 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at the same time.

Placing Price

A single price of 300 pence per Placing Share (the "Placing Price") will be payable by all Placees, representing 7.1 cent. discount to the Closing Price of 323 pence per Existing Ordinary Shares on 24 October 2013 (the last Business Day before the announcement of the Placing). The Placing Price and the number of Placing Shares to be issued in the Placing have been agreed by the Company and the Joint Bookrunners, including the level of discount which was determined as a result of the pre-marketing exercise with shareholders. The Placing Shares will represent approximately 9.0 per cent. of the ordinary shares following Admission of the Placing Shares.

No commissions will be paid to or by Placees in respect of their agreement to subscribe for any Placing Shares.

Principal terms of the Placing

1. HSBC and Numis are acting as Joint Bookrunners to the Placing, as agents of the Company.

2. Participation in the Placing is only available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and their respective affiliates are entitled to participate in the Placing as a Placee.

3. Each of the Joint Bookrunners is arranging the Placing severally, and not jointly, or jointly and severally, as agent of the Company.

4. The allotment and issue of the Placing Shares to Placees by the Company will be in consideration of the transfer to the Company by Numis of shares in a Jersey incorporated company pursuant to a subscription and transfer agreement entered into between Numis, the Company and the Jersey incorporated company. The consideration from Company for the transfer of the shares in the Jersey incorporated company will be the issue of the Placing Shares by the Company to the Placees.

5. An offer to acquire Placing Shares which has been communicated by a prospective Placee to the Joint Bookrunners which has not been withdrawn or revoked prior to publication of this announcement shall not be capable of withdrawal or revocation immediately following the publication of this announcement without the consent of the Joint Bookrunners.

6. Each Placee's allocation will be agreed by the Joint Bookrunners and the Company and will be confirmed orally or in writing by the relevant Bookrunner following publication of this announcement. The relevant Bookrunner's oral or written confirmation of an allocation will give rise to a legally binding commitment (the "Placing Commitment") by the Placee concerned, in favour of the relevant Bookrunner and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and the Company's articles of association. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bookrunner, 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 comprised in such Placee's Placing Commitment.

7. Each prospective Placee's Placing Commitment will be evidenced by a contract note issued to such Placee by one of the Joint Bookrunners as soon as practicable following the relevant Bookrunner's oral or written confirmation of the relevant Placee's allocation. The terms of this Appendix will be deemed incorporated therein.

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

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

10. All obligations under the 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'.

11. 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.

12. To the fullest extent permissible by law, none of the Joint Bookrunners 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 Joint Bookrunners nor any of their affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners 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 Bookrunner. 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 Bookrunner.

Settlement of transactions in the Placing Shares following Admission of Placing Shares will take place within the CREST system. Settlement through CREST will be on 30 October 2013 on a T+3 basis unless otherwise notified by the Joint Bookrunners and is expected to occur on or before 30 October 2013 (the "Settlement Date"). 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 Joint Bookrunners may agree that the Placing Shares should be issued in certificated form. The Joint Bookrunners 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 Joint Bookrunners.

If Placees do not comply with their obligations the relevant Bookrunner 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 obligations of the Joint Bookrunners under the Sponsor and Placing Agreement in relation to the Placing are subject to certain conditions including, amongst others:

(A) the Company having complied with and not being in breach, at any time prior to Admission of Placing Shares, of any of its obligations under the Sponsor and Placing Agreement or under the terms of the Placing which, in each case, fall to be performed or satisfied prior to Admission of Placing Shares in any respect which, in the good faith opinion of a Bookrunner, is material in the context of the Placing, the Acquisition, Admission of Placing Shares or the underwriting of the Placing Shares; and

(B) Admission of Placing Shares becoming effective on 30 October 2013 or such later time and/or date (being not later than 8.00 a.m. on 14 November 2013) as the Joint Bookrunners may agree.

If any of the conditions to the Sponsor and Placing Agreement are not satisfied (or waived by the Joint Bookrunners) or have become incapable of being satisfied by the required time and/or date, either Bookrunner may terminate the Sponsor and Placing Agreement in certain circumstances, but only prior to Admission of Placing Shares. 

The obligations of the Sponsor (acting in its role as sponsor) under the Sponsor and Placing Agreement in relation to the Acquisition or Admission of the Initial Consideration Shares are subject to certain conditions including, amongst others:

(A) the Company having complied with and not being in breach, at any time prior to Admission of Initial Consideration Shares, of any of its obligations under the Sponsor and Placing Agreement or under the terms of the Acquisition which, in each case, fall to be performed or satisfied prior to Admission of Initial Consideration Shares in any respect which, in the good faith opinion of the Sponsor, is material in the context of the Acquisition or Admission of Initial Consideration Shares; and

(B) Admission of Initial Consideration Shares becoming effective on 19 November 2013 or such later time and/or date (being not later than 8.00 a.m. on 15 December 2013) as the Company and the Sponsor may agree.

If any of the conditions to the Sponsor and Placing Agreement are not satisfied (or waived by the Sponsor) or have become incapable of being satisfied by the required time and/or date, the Sponsor may terminate its role as sponsor under the Sponsor and Placing Agreement in certain circumstances, but only prior to Admission of Initial Consideration Shares.

By participating in the Placing, 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 Joint Bookrunners may, at their discretion and upon such terms as they think fit, waive fulfilment of all or any of the conditions in the Sponsor and 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 of Placing Shares referred to in paragraph 4 above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

Neither the Joint Bookrunners 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 and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners and the Company.

Termination of the Sponsor and Placing Agreement

The Joint Bookrunners may by notice in writing to the Company terminate the Sponsor and Placing Agreement on behalf of all parties at any time up to and including Admission of Placing Shares in certain circumstances, including a breach of a warranty given by the Company to the Joint Bookrunners which, in the good faith opinion of a Joint Bookrunners, is material in the context of the Placing or the occurrence of a material adverse change or force majeure type event.

The Sponsor may by notice in writing to the Company terminate its role as sponsor under the Sponsor and Placing Agreement at any time prior to Admission of Consideration Shares in certain circumstances, including a breach of a warranty given by the Company to the Sponsor under the Sponsor and Placing Agreement which, in the good faith opinion of the Sponsor, is material in the context of the Acquisition or Admission of Consideration Shares or the occurrence of a material adverse change.

If the Sponsor and 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 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 Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of any right of termination or any other right or other discretion under the Sponsor and Placing Agreement shall be within the absolute discretion of the Company or the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to such Placee and that none of the Company, the Joint Bookrunners and 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 under the 'Conditions of the Placing' above and will not be capable of rescission or termination by it after oral confirmation by the Joint Bookrunners of its Placing Commitment following publication of this announcement.

Representations and further terms

By participating in the Placing, each 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. represents and warrants that it has read and understood this announcement (including this Appendix) in their entirety and acknowledges that its participation in the Placing will be governed by the terms of this Appendix;

2. acknowledges that its participation in the Placing is by way of a collateral contract and as such section 87Q of the FSMA does not entitle it to withdraw Placing Commitment if the Company publishes a supplementary prospectus in connection with the Placing; and (ii) irrevocably undertakes to the Joint Bookrunners and the Company that if at any time it becomes entitled pursuant to section 87Q of the FSMA to withdraw its Placing Commitment or otherwise not to acquire the Placing Shares in the Placing upon the terms and conditions of this Appendix, it will forthwith re-confirm in writing to the Joint Bookunners its Placing Commitment on the terms in this Appendix.

3. the Company's ordinary shares are listed on the Official List, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA or the London Stock Exchange (together, the "Exchange Information"), which includes a description of the Company's business and certain of the Company's financial information, including certain balance sheets and income statements, and that it is able to obtain or access the Exchange Information without undue difficulty, and is able to obtain access to Exchange Information or comparable information concerning any other publicly traded company, without undue difficulty;

4. none of the Joint Bookrunners, any of their respective affiliates nor any person acting on behalf of any of them has provided, or will provide, it with any written or oral information regarding the Placing Shares or the Company and it has not requested the Joint Bookrunners, the Company, any of their respective affiliates nor any person acting on behalf of any of them to provide it with any such information;

5. none of the Joint Bookrunners, nor any of their respective affiliates have 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 this announcement, the Prospectus or the Exchange Information or any other written or oral information made available to any Placee, any person acting on such Placee's behalf or any of their respective advisers and any such liability is expressly disclaimed;

6. acknowledges that the content of this announcement and the Prospectus is exclusively the responsibility of the Company and the persons stated therein as accepting responsibility for this announcement, and the Prospectus (respectively) and that neither the Joint Bookrunners, nor any of their respective affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement or the Prospectus or any information previously published by or on behalf of the Company and neither the Joint Bookrunners, nor any of their respective affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or the Prospectus or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Joint Bookrunners, the Company, their respective affiliates or any person acting on their behalf and that none of such persons will be responsible or liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further represents, warrants and agrees that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that the Joint Bookrunners, any of their respective affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

7. it is not, and at the time the Placing Shares are acquired will not be, a resident of Australia, Canada, Japan, New Zealand or South Africa;

8. it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, either (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act, has executed and delivered to the Company and the Joint Bookrunners a valid investor representation letter and is acquiring the Placing Shares in a transaction exempt from, or otherwise not subject to, the registration requirements of the Securities Act;

9. the Placing Shares are not being acquired as a result of any "general solicitation" or "general advertising" (each within the meaning of Rule 502(c) under the Securities Act) or any "directed selling efforts" (within the meaning of Regulation S);

10. it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

11. 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, or any state or other jurisdiction of the United States, Australia, Canada, Japan, New Zealand or South Africa 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, Japan, New Zealand or South Africa;

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

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

(B) has fully observed such laws;

(C) 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;

(D) 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; and

(E) has not taken any action (including, without limitation, the acceptance of its Placing Shares) which will or may result in the Company or the Joint Bookrunners (or any of them) being in breach of a legal or regulatory requirement of any territory in connection with the Placing and the other arrangements described in this announcement;

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. understands that the Placing Shares are being issued to it either through CREST or in certificated, definitive form and acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (B) IN ACCORDANCE WITH RULE 144A TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QIB (AS DEFINED IN RULE 144A); OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS."

15. it will not distribute, forward, transfer or otherwise transmit this announcement or any part of it, the Prospectus or any other presentational or other materials concerning the Placing (including electronic copies thereof) in or into the United States to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

16. neither of the Joint Bookrunners, their respective affiliates or any person acting on behalf of any 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 any of the Joint Bookrunners and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Sponsor and 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;

17. it will make payment to the Joint Bookrunners in accordance with the terms and conditions of this announcement on the due times and dates set out in this announcement and the Prospectus, failing which the relevant Placing Shares may be placed with others on such terms as the Joint Bookrunners determines and it will remain liable for any shortfall below the net proceeds of such sale and 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 document) which may arise upon the sale of such Placee's Placing Shares on its behalf.

18. 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;

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

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 Joint Bookrunners 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 the Joint Bookrunners 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 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;

22. 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 and represents and warrants that it 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. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission of Placing Shares 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;

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

25. 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 FSMA does not require approval of the communication by an authorised person;

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

27. represents and warrants that, if it is 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), 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 EEA which has implemented the Prospectus Directive other than qualified investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale.

28. 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 of Placing Shares 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, as amended, and includes any relevant implementing measure in any member state);

29. 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;

30. acknowledges that its commitment to acquire Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;

31. acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring 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 is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the tax, legal and other economic considerations and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

32. the Company, the Joint Bookrunners and their affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to each Bookrunner on its own behalf and on behalf of the Company and are irrevocable;

33. acknowledges that in connection with the Placing, the Joint Bookrunners and any of their affiliates acting as an investor for its own account may purchase shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to any of the Joint Bookrunners and any affiliate acting in such capacity. Neither the Joint Bookrunners nor any affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so;

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 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 Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

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

No claim shall be made against the Company, the Joint Bookrunners, their respective affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with 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 Joint Bookrunners would be responsible. If this is the case, it would be sensible for Placees to take their own advice and they should notify the Joint Bookrunners 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 Joint Bookrunners in the event that either the Company and/or the Joint Bookrunners have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to the Joint Bookrunners for themselves (and for the benefit of their affiliates) and on behalf of the Company and are irrevocable.

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

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

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that either of the Joint Bookrunners may (at their 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 the Joint Bookrunners, any money held in an account with the Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require the Joint Bookrunners 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 Joint Bookrunners will notify Placees and any persons acting on behalf of the Placees of any changes.