CIR.L Regulatory News (CIR)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA EXCEPT IN CERTAIN CIRCUMSTANCES, OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

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 Circassia 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.

Circassia Pharmaceuticals Plc

("Circassia" or the "Company")

PLACING AND OPEN OFFER OF NEW ORDINARY SHARES

Introduction

Oxford, UK, 15 May 2015:Circassia today announces its intention to raise approximately £275 million (before expenses) through the issue of new ordinary shares of 0.08 pence each in the Company (the "New Ordinary Shares") in a conditional placing (subject to clawback) and open offer (the "Placing and Open Offer"). The Placing and Open Offer is being fully underwritten by J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") and Peel Hunt LLP ("Peel Hunt") on, and subject to, the terms of the placing agreement between the Company, J.P. Morgan Cazenove and Peel Hunt (the "Placing Agreement").

In addition to the Placing, Circassia today separately announced that it intends to make an all cash offer to acquire Aerocrine, a Swedish listed company focused on the development and commercialisation of medical diagnostic products for use in the diagnosis and management of patients with asthma, for a total consideration of up to SEK 1.78 billion (approximately £139 million). Circassia has also separately announced today its intention to acquire the entire issued and to be issued share capital of Prosonix for aggregate consideration of up to £100 million to be paid in cash, of which £30 million is contingent on UK approval of Prosonix's lead product, which is currently under review by the UK Medicines and Healthcare products Regulatory Agency (MHRA). These proposed transactions are not interconditional, but are both conditional on approval of the placing.

Highlights

The Acquisitions have a compelling strategic rationale and accelerate the Company's ambition to build a self-sustaining specialty biopharmaceutical business with the potential for significant growth:

· Adding Aerocrine's established sales force and commercial infrastructure, which is already targeting the allergy/asthma specialists, and which gives us the opportunity to accelerate and optimise the launch of Circassia's Cat-SPIRE allergy immunotherapy product candidate, once approved.

· Expanding Aerocrine's sales force to target robust sales growth of Aerocrine's market leading device used in asthma diagnosis and management, and, to prepare for the launch of Circassia's lead product and broader portfolio.

· Complementing Circassia's commercial offering by adding Prosonix' near-term asthma products to the Company's portfolio of novel allergy immunotherapies.

· Creating a strong broad based specialty biopharmaceutical company with two currently marketed products sold to allergy / asthma specialists and 12 products in development for allergy, asthma and COPD, with the potential for 8 product launches by the end of 2021.

· Strengthening the commercialisation of its products in key markets by leveraging Aerocrine's experience and capabilities in achieving reimbursement and inclusion in treatment guidelines, and expanding its portfolio of complementary late-stage product candidates through the acquisition of Prosonix.

A General Meeting is to be held at Northbrook House, Robert Robinson Avenue, Oxford Science Park, Oxford, Oxfordshire, OX4 4GA, United Kingdom at 10.00 a.m. on 10 June 2015 for the purpose of seeking approval for the Aerocrine acquisition and the proposed Placing and Open Offer. Invesco Asset Management, as agent for and behalf of its discretionary managed clients, Imperial Innovations, Woodford Investment Management and Lochside (International) Ltd, who account for c.57 per cent of Circassia's issued share capital, have indicated their support for the Placing and the Acquisitions and their current intention is to vote in favour of the Resolutions at the General Meeting. Funds managed by Invesco Asset Management Limited and Woodford Investment Management have indicated their intention to participate in the equity raise.

Details of the Placing

The Bookbuild will open with immediate effect following release of this announcement. The number of New Ordinary Shares to be issued under the Open Offer and to be conditionally placed (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) in the Placing, and the price at which such New Ordinary Shares are to be issued in the Placing and the Open Offer (the "Offer Price"), will be agreed by J.P. Morgan Cazenove, Peel Hunt and Circassia at the close of the Bookbuild. The timing of the closing of the Bookbuild, pricing and allocations are at the discretion of J.P. Morgan Cazenove, Peel Hunt and Circassia. Details of the Offer Price and the number of New Ordinary Shares to be issued will be announced as soon as practicable after the close of the Bookbuild.

The Placing has been underwritten by J.P. Morgan Cazenove and Peel Hunt subject to the conditions and termination rights set out in the Placing Agreement. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this announcement (together, this "Announcement").

The New Ordinary Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 0.08 pence each in the capital of Circassia, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.

Applications will be made to the FCA for the New Ordinary Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to trading on the London Stock Exchange plc's main market for listed securities (together, "Admission"). It is expected that settlement for the New Ordinary Shares placed in the Placing and Admission will take place at 8.00 a.m. on 11 June 2015. The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement having become unconditional and not having being terminated in accordance with its terms.

The UK Listing Authority requires listed issuers to maintain at least 25 per cent. free float in their listed shares. Ordinary Shares held by directors, and holdings of Shareholders who hold more than 5 per cent. of Ordinary Shares do not count towards the free float. As at 14 May 2015, the free float of the Ordinary Shares was materially below 25 per cent. There can be no certainty that completion of the Placing and Open Offer will result in an increase in the free float of the Ordinary Shares such that the free float is at least 25 per cent. of the Ordinary Shares. If the Company has insufficient free float following completion of the Placing and Open Offer, the Company will review the percentage of Ordinary Shares that are held by each of its Shareholders and the manner in which such Ordinary Shares are held in order to rectify the insufficiency in the free float. If the Company continues to have a free float below 25 per cent., the Company will seek a derogation. If the Company does not rectify the insufficiency of free float and a derogation is not granted, the Company would be required to delist from the Official List, which would adversely affect the ability of new and existing shareholders to buy Ordinary Shares.

This Announcement should be read in its entirety. In particular, your attention is drawn to the "Important Notices" section of this Announcement, to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this Announcement (which forms part of this Announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire New Ordinary Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Enquiries

Circassia will host an analyst meeting today at 09.00 BST. For further details please contact Mo Noonan on +44 (0)20 3727 1390 or mo.noonan@fticonsulting.com

IMPORTANT NOTICE

Forward-looking statements

This Announcement contains forward-looking statements, including statements about the discovery, development and commercialisation of products. Various risks may cause Circassia's actual results to differ materially from those expressed or implied by the forward-looking statements, including: adverse results in clinical development programmes; failure to obtain patent protection for inventions; commercial limitations imposed by patents owned or controlled by third parties; dependence upon strategic alliance partners to develop and commercialise products and services; difficulties or delays in obtaining regulatory approvals to market products and services resulting from development efforts; failure to complete the Acquisition of Aerocrine or Prosonix; the requirement for substantial funding to conduct research and development and to expand commercialisation activities; and product initiatives by competitors. As a result of these factors, prospective investors are cautioned not to rely on any forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. None of the Company, J.P. Morgan Securities plc, J.P. Morgan Limited or Peel Hunt LLP undertake any obligation nor do they intend to revise or update any document (except, in the case of the Company, to the extent required by the Financial Conduct Authority (the FCA), the London Stock Exchange or by applicable law including the Listing Rules or the Disclosure Rules and Transparency Rules).

This Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or South Africa or any other state or jurisdiction in which the same would be unlawful restricted, unlawful or unauthorised (each a "Restricted Territory"). This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The shares issued pursuant to the placing and open offer (the "New Ordinary Shares") have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws or with any securities regulatory authority of any other state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any other state or jurisdiction of the United States. Any offering of the New Ordinary Shares to be made in the United States will be made only to a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering and outside the United States in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act. No public offering of the shares referred to in this Announcement is being made in the United Kingdom, any Restricted Territory or elsewhere.

This Announcement has been issued by, and is the sole responsibility, of the Company. 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 J.P. Morgan Securities plc, J.P. Morgan Limited or Peel Hunt LLP 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.

J.P. Morgan Securities plc, which is authorised by the Prudential Regulation Authority (the PRA) and regulated in the United Kingdom by the FCA and the PRA, and J.P. Morgan Limited and Peel Hunt LLP, which are each authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for Circassia Pharmaceuticals plc and no one else in connection with the proposed Acquisitions, Placing and Open Offer and Admission, will not regard any other person (whether or not a recipient of this document) as a client in relation to the proposed Acquisitions, Placing and Open Offer or Admission, and will not be responsible to anyone other than Circassia Pharmaceuticals plc for providing the protections afforded to their respective clients, nor for providing advice, in relation to the proposed Acquisitions, Placing and Open Offer or Admission or any other matter referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Securities plc, J.P. Morgan Limited or Peel Hunt LLP by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of J.P. Morgan Securities plc, J.P. Morgan Limited, Peel Hunt LLP, nor any of their respective affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this document, including its accuracy or completeness or for any other statement made or purported to be made by it, or on behalf of it, the Company, the Directors or any other person, in connection with the Company, the New Ordinary Shares, the proposed Acquisitions, the Placing and Open Offer or Admission, and nothing in this document should be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of J.P. Morgan Securities plc, J.P. Morgan Limited, Peel Hunt and their respective affiliates, directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this document or any such statement.

Each of J.P. Morgan Securities plc, J.P. Morgan Limited, Peel Hunt LLP an and each of their respective affiliates, directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by law all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of any statements or other information contained in this Announcement. The distribution of this and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, J.P. Morgan Securities plc, J.P. Morgan Limited or Peel Hunt LLP that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, J.P. Morgan Securities plc, J.P. Morgan Limited and Peel Hunt LLP to inform themselves about, and to observe, such restrictions.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

The New Ordinary Shares to be issued pursuant to the placing and open offer 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.

APPENDIX

TERMS AND CONDITIONS

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE CONDITIONAL PLACING OF NEW ORDINARY SHARES SUBJECT TO CLAWBACK TO SATISFY VALID APPLICATIONS BY QUALIFYING SHAREHOLDERS UNDER THE OPEN OFFER (THE "PLACING"). THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, INCLUDING DIRECTIVE 2010/73/EC, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT 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 MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" ("QIBs") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF NEW ORDINARY SHARES.

Persons who are invited to and who choose to participate in the Placing (the "Placees"), by making an oral or written offer to acquire New Ordinary Shares pursuant to the terms of the Placing, including any individuals, funds or others on whose behalf a commitment to acquire New Ordinary Shares in the Placing is given, will (i) be deemed to have read and understood this Announcement, including this Appendix, the press announcement also released by the Company today through a Regulatory Information Service containing details of the Acquisitions (the "Acquisitions Announcement"), the placing proof expected to be dated on or around 15 May 2015 of a combined prospectus and class 1 circular (the "Placing Proof") prepared in accordance with the Prospectus Rules and the Listing Rules relating to the Company, the Acquisitions, the Placing and Open Offer and the New Ordinary Shares and made available to Placees, and the pricing information expected to be dated on or around 15 May 2015 (the "Pricing Information") and made available to Placees, in their entirety; and (ii) be making such offer on the terms and conditions of the Placing contained in this Appendix, the Placing Proof, the Pricing Information and the placing letter to be completed and signed by Placees in connection with the Placing (the "Placing Letter"), including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings set out therein.

The New Ordinary Shares have not been, nor will they be, registered or offered under the relevant securities laws of any state, province or territory of any Excluded Territory. Accordingly, the New Ordinary Shares may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Excluded Territories except pursuant to an applicable exemption from registration or qualification requirements. None of the terms and conditions set out in this Appendix, the Placing Proof, or the Placing Letter is or constitutes an invitation or offer to sell or the solicitation of an invitation or an offer to buy New Ordinary Shares in any jurisdiction in which such offer to sell or solicitation is unlawful. Persons into whose possession these documents come should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Joint Bookrunners do not make any representation to any Placees regarding an investment in the securities referred to in this Announcement (including this Appendix), the Placing Proof or the Placing Letter.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

Details of the Placing Agreement and of the New Ordinary Shares

J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and Peel Hunt LLP ("Peel Hunt") are acting as joint bookrunners in connection with the Placing (together the "Joint Bookrunners", and each a "Joint Bookrunner") and have entered into a placing agreement (the "Placing Agreement") with the Company under which they have severally agreed to use their respective reasonable endeavours to procure Placees to take up the New Ordinary Shares, on the terms and subject to the conditions set out therein.

The commitments of Placees procured by the Joint Bookrunners are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Subject to fulfilment or (where applicable) waiver 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 "Right to terminate under the Placing Agreement", any New Ordinary Shares which are not applied for in respect of the Open Offer will be issued to Placees procured by the Joint Bookrunners.

Each of the Joint Bookrunners has severally (and not jointly or jointly and severally) agreed with the Company, to the extent that Placees are not procured for New Ordinary Shares which are not validly taken up by Qualifying Shareholders under the Open Offer, to take up such New Ordinary Shares at a certain price, or in the event of any default by any Placee in paying the Offer Price in respect of any New Ordinary Shares allocated to it, to take up such New Ordinary Shares themselves at the Offer Price in each case in the agreed proportions as set out in the Placing Agreement.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Existing Ordinary Shares after the date of Admission, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Prospectus, applications for listing and admission to trading

The full terms and conditions of the Open Offer will be contained in the combined prospectus and class 1 circular which is expected to be published by the Company in connection with the Placing and Open Offer, the Acquisitions and Admission (the "Prospectus") on or around 18 May 2015 following approval by the FCA in accordance with the Prospectus Rules and the Listing Rules and, in respect of Qualifying Shareholders who hold their Existing Ordinary Shares in certified form, in the Application Form.

Applications will be made to the FCA for admission of the New Ordinary Shares to be issued under the Placing to the premium listing segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities. It is expected that Admission of the New Ordinary Shares will become effective at or around 8.00 a.m. (London time) on 11 June 2015 (or such later time and/or date as the Joint Bookrunners may agree with the Company) (the "Admission Date") and that dealings in the New Ordinary Shares will commence at that time.

Bookbuild

The Joint Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, following consultation with the Company, determine.

Participation in, and principal terms of, the Placing

1. The Joint Bookrunners are acting as bookrunners and agents of the Company in connection with the Placing.

2. The Joint Bookrunners are arranging the Placing severally (and not jointly nor jointly and severally) as bookrunners and agents of the Company. Participation in the Placing will only be available to persons who are Relevant Persons and who may lawfully be, and are, invited to participate by either of the Joint Bookrunners. Each of the Joint Bookrunners and their respective affiliates are entitled to enter bids as principal in the Bookbuild.

3. The Bookbuild will establish a single price payable, in respect of the New Ordinary Shares to be issued pursuant to the Placing and Open Offer, to the Joint Bookrunners by all Placees whose bids are successful (the "Offer Price"). The Offer Price and the number of New Ordinary Shares to be issued pursuant to the Placing and Open Offer will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild and any discount to the market price of the Existing Ordinary Shares will be determined in accordance with the Listing Rules. The Offer Price and the number of New Ordinary Shares to be issued pursuant to the Placing and Open Offer will be announced through a Regulatory Information Service following completion of the Bookbuild (the "Pricing Announcement").

4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at one of the Joint Bookrunners. Each bid should state the number of New Ordinary Shares which the prospective Placee wishes to acquire at either the Offer Price which is ultimately established by the Company and the Joint Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below.

5. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix, the Placing Letter, the Placing Proof and the Pricing Information, will be legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners' consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and legally binding obligation owed to the Joint Bookrunners, as agent for the Company, to pay the Joint Bookrunners (or as they may direct) in cleared funds an amount equal to the product of the Offer Price and the number of New Ordinary Shares that such Placee has agreed to acquire (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) on the basis explained below under "Placing Procedure" and in the Placing Letter. Each Placee's obligations will be owed to the Joint Bookrunners.

6. The Bookbuild is expected to close no later than 4.00pm (London time) on 15 May 2015 but may be closed earlier or later, at the discretion of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

7. Each prospective Placee's allocation will be agreed between the Joint Bookrunners (in consultation with the Company) and will be confirmed to Placees orally by the relevant Joint Bookrunner following the close of the Bookbuild, and the Placing Letter will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's oral confirmation to such Placee will constitute an irrevocable and legally binding commitment upon such person (who will at that point become a Placee) in favour of such Joint Bookrunner and the Company, to acquire the number of New Ordinary Shares allocated to it (subject to clawback to satisfy valid application by Qualifying Shareholders under the Open Offer) and to pay the relevant Offer Price on the terms and conditions set out in this Appendix, the Placing Proof, the Placing Letter and in accordance with the Company's articles of association. Each Placee will confirm such irrevocable and legally binding commitment by completing, signing and returning the form of acceptance contained in the Placing Letter in accordance with the instructions therein, and should a Placee fail to do so, the Joint Bookrunners will retain the right to cancel their allocation or terminate such irrevocable and legally binding commitment.

8. All obligations under the Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing Agreement not having being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

9. The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above and subject to prior consent of the Company (i) allocate New Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate New Ordinary Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, at its absolute discretion. The acceptance of the bids shall be at the relevant Joint Bookrunner's absolute discretion, subject to agreement with the Company.

10. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all New Ordinary 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" and in the Placing Letter.

11. 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.

12. By participating in the Bookbuild, each Placee agrees 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.

13. To the fullest extent permissible by law, neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including, to the fullest extent permissible by law any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Joint Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:

(a) none of the representations, warranties and undertakings of the Company contained in the Placing Agreement being untrue, inaccurate or misleading on and as at the date of the Placing Agreement and immediately prior to Admission;

(b) Admission taking place by 8:00 a.m. (London time) on the Admission Date (or such later time and/or date as the Company and the Joint Bookrunners may otherwise agree); and

(c) the Company allotting, subject only to Admission, the New Ordinary Shares to be allotted and issued to Placees pursuant to the Placing in accordance with the Placing Agreement.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where permitted) waived by the Joint Bookrunners by the relevant time or date specified (or such later time and / or date as the Joint Bookrunners may agree in writing); or (ii) any of such conditions become incapable of being satisfied; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the New Ordinary Shares shall cease and automatically terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Joint Bookrunners may in their absolute discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the above conditions relating, inter alia, to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix and the Placing Letter.

Neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Lock-up

The Company has undertaken to the Joint Bookrunners that, between the date of the Placing Agreement and six months after (but including) the Admission Date, it will not, without the prior written consent of the Joint Bookrunners, directly or indirectly, offer, issue, lend, sell or contract to sell or issue, grant any option, right or warrant to subscribe or purchase or allow any encumbrance to be created over or otherwise dispose of, directly or indirectly, any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or file any registration statement under the Securities Act or enter into any transaction with the same economic effect as, or agree to do, any of the forgoing or announce any intention to do such things, subject to certain carve-outs agreed between the Joint Bookrunners and the Company.

By participating in the Placing, Placees agree that the exercise by any Joint Bookrunner of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of that Joint Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Right to terminate under the Placing Agreement

The Joint Bookrunners are entitled, at any time prior to Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including a breach of the warranties given to the Joint Bookrunners in the Placing Agreement or the occurrence of a force majeure event. Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by any Joint Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of that Joint Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

Withdrawal rights

Placees acknowledge that their acceptance of any of the New Ordinary Shares to be issued pursuant to the Placing is not by way of acceptance of the public offer to be made in the Prospectus and (if applicable) the Application Form but is by way of a collateral contract and as such section 87Q of FSMA does not entitle Placees to withdraw in the event that the Company publishes a supplementary prospectus in connection with the Placing and Open Offer or Admission. If, however, a Placee is entitled to withdraw, by accepting the offer of a placing participation, the Placee agrees to confirm its acceptance of the offer on the terms contained in this Appendix and in the Placing Letter on the same terms immediately after such right of withdrawal.

Placing procedure

Following the closing of the Bookbuild, each Placee conditionally allocated New Ordinary Shares in the Placing will be sent the Placing Letter confirming the contract concluded upon acceptance by the Joint Bookrunners of such Placee's earlier oral commitment to subscribe for New Ordinary Shares and also confirming the number of New Ordinary Shares conditionally allocated to it (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) at the Offer Price, the aggregate amount owed by such Placee to the Joint Bookrunner and settlement instructions.

The commitments of Placees to acquire the New Ordinary Shares pursuant to the Placing are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Joint Bookrunners have discretion with regard to the manner and extent of any scaling back of a Placee's conditional allocation, and such scaling back may not be pro rata to conditional allocations.

The Joint Bookrunners will notify Placees if any of the dates in this Appendix should change, including as a result of delay in the posting of the Prospectus, the Application Forms or the crediting of the Open Offer Entitlements in CREST or the production of a supplementary prospectus or otherwise.

Registration and Settlement

Upon closing of the Open Offer (and following clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer), the final allocations of New Ordinary Shares to be issued to Placees pursuant to the Placing will be notified by the Joint Bookrunners to Placees in accordance with the terms of the Placing Letter, and the Joint Bookrunners will issue a contract note or trade confirmation in respect of such final allocations. The contract note or trade confirmation will include the payment and settlement procedures to be followed in connection with the subscription for New Ordinary Shares comprised in the final allocation.

Settlement of transactions in the New Ordinary Shares following Admission will take place within CREST, subject to certain exceptions. The Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, the New Ordinary Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST by the expected time for settlement and delivery set out in the contract note or trade confirmation or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the instructions set out in the Placing Letter and the contract note or trade confirmation and in accordance with the standing CREST instructions in respect of the New Ordinary Shares that it has in place with the relevant Joint Bookrunner.

It is expected that settlement will be on 11 June 2015 on a T+2 delivery basis.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above prevailing LIBOR as determined by the Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the New Ordinary Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Joint Bookrunners' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such New Ordinary Shares on such Placee's behalf. By communicating a bid for New Ordinary Shares, each Placee confers on the relevant Joint Bookrunner all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the relevant Joint Bookrunner lawfully takes in pursuance of such sale.

If New Ordinary Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Placing Letter is copied and delivered immediately to the relevant person within that organisation. Insofar as New Ordinary 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 New Ordinary Shares should, subject as provided below and in particular provided there is no agreement for the sale of the New Ordinary Shares between any such agent and the Placee, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the New Ordinary Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer New Ordinary Shares), none of the Joint Bookrunners nor the Company shall be responsible for the payment thereof.

Representations, Warranties and Further Terms

By participating in the Placing and/or completing (as applicable), signing and returning the letter of confirmation attached to the Placing Letter, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners (in their capacity as bookrunners and placing agents of the Company, in each case as a fundamental term of their application for New Ordinary Shares), the following:

(a) it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any New Ordinary Shares that are allocated to it for the purposes of its business;

(b) in consideration of its allocation of a Placing participation, to subscribe at the Offer Price for any New Ordinary Shares comprised in its allocation for which it is required to subscribe (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) pursuant to the terms and conditions in this Appendix and the Placing Letter;

(c) it has read and understood this Announcement, including this Appendix, the Acquisitions Announcement, the Placing Proof, the Pricing Information and the Placing Letter in their entirety and that its acquisition of New Ordinary Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained therein and undertakes not to redistribute or duplicate such documentsand that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Placing and Open Offer, the Acquisitions, Company, the New Ordinary Shares or otherwise;

(d) the Existing Ordinary Shares are listed on the premium listing segment of the Official List and are admitted to trading on the London Stock Exchange plc's main market for listed securities, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA, and it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty;

(e) the Placing is not conditional on completion of the Acquisitions (or either of them), and that although the Company anticipates using the proceeds raised through the Placing and Open Offer to fund the cash consideration payable for the Acquisitions, that the Acquisitions are dependent upon certain conditions being satisfied and that accordingly neither the Company nor the Joint Bookrunners warrant or represent that either of the Acquisitions will take place;

(f) (i) it has not relied on, and will not rely on, any information relating to the Company contained or which may be contained in any research report or investor presentation prepared or which may be, or have been, prepared by either of the Joint Bookrunners or any of their affiliates; and (ii) it has made its own assessment of the Company and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its decision to participate in the Placing;

(g) none of the Joint Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information made publicly available by or in relation to the Company or any representation, warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

(h) none of the Joint Bookrunners, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material regarding the New Ordinary Shares or the Company other than this Announcement, the Acquisitions Announcement, the Placing Proof, the Pricing information, the Pricing Announcement, the Placing Letter, the Prospectus and the Application Form nor has it requested any of the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

(i) unless otherwise specifically agreed with the Joint Bookrunners, it is not and at the time the New Ordinary Shares are acquired, neither it nor the beneficial owner of the New Ordinary Shares will be, a resident of any Excluded Territory and further acknowledges that the New Ordinary Shares have not been and will not be registered under the securities legislation of any Excluded Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions;

(j) the New Ordinary Shares have not been and will not be registered and that a prospectus will not be cleared in respect of any of the New Ordinary Shares under the securities laws or legislation of any Excluded Territory and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, in or into those jurisdictions;

(k) the New Ordinary Shares are being subscribed for investment purposes, and not with a view to, or for resale in connection with, any distribution of the New Ordinary Shares within the meaning of the United States securities laws;

(l) where it is acquiring the New Ordinary Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire the New Ordinary Shares for each managed account;

(m) if it is a pension fund or investment company, its acquisition of New Ordinary Shares is in full compliance with applicable laws and regulations;

(n) understands that the New Ordinary Shares are expected to be issued to it through CREST;

(o) the content of this Announcement (including this Appendix), the Acquisitions Announcement, the Placing Proof, the Pricing Information, the Pricing Announcement and the Prospectus is exclusively the responsibility of the Company, and that neither of the Joint Bookrunners, nor their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in, or omission from, this Announcement (including this Appendix), the Acquisitions Announcement, the Placing Proof, the Pricing Information, the Pricing Announcement, the Prospectus or any information previously or subsequently published by or on behalf of the Company including, without limitation, any information required to be published by the Company pursuant to applicable laws ("Exchange Information"), and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement, the Acquisitions Announcement, the Placing Proof, the Pricing Information, the Pricing Announcement, 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 itself to acquire New Ordinary Shares is contained in this Announcement, the Acquisitions Announcement, the Pricing Proof, the Pricing Information and any information previously published by the Company through a Regulatory Information Service, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the New Ordinary 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 or the Company nor any of their respective affiliates and none of the Joint Bookrunners or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. None of the Joint Bookrunners, the Company nor any of their respective affiliates has made any representations to it, express or implied, with respect to the Company, the Acquisitions, the Placing and Open Offer and/or the New Ordinary Shares or the accuracy, completeness or adequacy of the Exchange Information or any other information, and each of them disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

(p) neither it, nor the person specified by it for registration as holder of the New Ordinary Shares is, or is acting a nominee(s) or agent(s) for, and that the New Ordinary Shares will not be allotted to, a person/person(s) whose business either is or includes issuing depository receipts or the provision of clearance services and, therefore, the issue to that Placee, or the person specified by it for registration as holder of the New Ordinary Shares, will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer New Ordinary Shares into a clearance service;

(q) it has complied with its obligations under the Criminal Justice Act 1993, section 118 of the Financial Services and Markets Act 2000 (the "FSMA") and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 and the Criminal Justice (Money Laundering and Terrorism Financing) Act 2010 and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA 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;

(r) its commitment to acquire New Ordinary Shares on the terms set out in this Appendix, the Placing Proof and the Placing Letter 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;

(s) it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

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

(u) it has not offered or sold and will not offer or sell any New Ordinary Shares to the public in any member state of the EEA except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of that Directive;

(v) it has only communicated or caused to be communicated and 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 the New Ordinary Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

(w) it has complied and will comply with all applicable laws with respect to anything done by it in relation to the New Ordinary Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving, the United Kingdom);

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

(y) if in a member state of the EEA, unless otherwise specifically agreed with the Joint Bookrunners in writing, it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive;

(z) if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order; or (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc.") of the Order; or (iii) if not a person meeting the criteria for an investment professional or otherwise of the foregoing (or the criteria of qualified investors for the purposes of section 86(7) of the FSMA), that he or she is a director of the Company at the time of the Placing; or (iv) to whom this Announcement may otherwise lawfully be communicated;

(aa) no action has been or will be taken by either the Company or 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 New Ordinary Shares in any country or jurisdiction where any such action for that purpose is required;

(bb) it and any person acting on its behalf is entitled to acquire the New Ordinary Shares under the laws of all relevant jurisdictions that apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunderand complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

(cc) it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement, the Placing Proof and the Placing Letter) and will honour such obligations;

(dd) it (and any person acting on its behalf) will make payment in respect of the New Ordinary Shares allocated to it in accordance with this Appendix, the Placing Proof and the Placing Letter on the due time and date set out therein, failing which the relevant New Ordinary Shares may be placed with other acquirers or sold as the Joint Bookrunners may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Offer Price and the number of New Ordinary Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's New Ordinary Shares;

(ee) its allocation (if any) of New Ordinary Shares will represent a maximum number of New Ordinary Shares which it will be entitled, and required, to acquire (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) and that the Joint Bookrunners or the Company may call upon it to acquire a lower number of New Ordinary Shares (if any), but in no event in aggregate more than the aforementioned maximum;

(ff) the person whom it specifies for registration as holder of the New Ordinary Shares will be (i) itself; or (ii) its nominee, as the case may be. None of the Joint Bookrunners or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes (together with interest and penalties) resulting from a failure to observe this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Joint Bookrunners on an after-tax basis in respect of any Indemnified Taxes on the basis that the New Ordinary Shares will be allotted to the CREST account of J.P. Morgan Cazenove who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

(gg) none of the Joint Bookrunners, nor any of their respective affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of any Joint Bookrunner in connection with its participation in the Placing and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their respective 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 Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

(hh) in making any decision to acquire New Ordinary Shares it (i) has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or acquiring the New Ordinary Shares; (ii) will not look to the Joint Bookrunners, any of their respective affiliates or persons acting on their behalf for all or part of any such loss it may suffer; (iii) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing; and (iv) has no need for liquidity with respect to its investment in the New Ordinary Shares. It further confirms that it has relied on its own examination and due diligence of the Company and its associates (taken as a whole), and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of the Joint Bookrunners;

(ii) in connection with the Placing, the Joint Bookrunners and any of its affiliates acting as an investor for its own account may take up New Ordinary Shares in the Company and in that capacity may retain, purchase or sell for its own account such New Ordinary 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. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

(jj) the terms and conditions of the Placing contained in this Appendix, the Placing Proof and the Placing Letter, together with any agreements entered into by it pursuant to such terms, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales, and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the New Ordinary Shares (together with any interest chargeable thereon) may be taken by either 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;

(kk) the Joint Bookrunners, the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings which are given to the Joint Bookrunners on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and the Joint Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

(ll) it will indemnify on an after tax basis and hold the Company, the Joint Bookrunners and 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 in this Appendix and in the Placing Letter and further agrees that the provisions of this Appendix and the Placing Letter shall survive after completion of the Placing and Open Offer;

(mm) the Joint Bookrunners reserve the right (acting together and subject to agreement with the Company) to waive or alter any of the provisions set out in this Announcement, including the Appendix, the Placing Proof or the Placing Letter. Any such alteration or waiver will not affect Placees' commitments as set out therein; and

(nn) it will provide the Joint Bookrunners with such relevant documents as they may reasonably request to comply with requests or requirements that either they or the Company may receive from relevant regulators in relation to the Placing and Open Offer, subject to its legal, regulatory and compliance requirements and restrictions;

(oo) it confirms that, to the extent it is purchasing New Ordinary Shares for the account of one or more persons, (i) it has been duly authorised to make on their behalf the confirmations, acknowledgements and agreements set forth herein and (ii) these provisions constitute legal, valid and binding obligations of it and any other persons for whose account it is acting;

(pp) it satisfies any and all standards for investors in investments of the type subscribed for herein imposed by the jurisdiction of its residence or otherwise;

(qq) it invests in or purchases securities similar to the New Ordinary Shares in the normal course of business and it has: (a) conducted its own investigation with respect to the Company and the New Ordinary Shares; (b) received and reviewed all information that it believes is necessary or appropriate in connection with our purchase of the New Ordinary Shares; (c) made its own assessment and has satisfied itself concerning the relevant tax, regulatory, legal, currency and other economic considerations relevant to its investment in the New Ordinary Shares; and (d) sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated, independently the merits, risks and suitability of purchasing the New Ordinary Shares;

(rr) it is aware that it must bear the economic risk of an investment in the New Ordinary Shares for an indefinite period of time, and it has the ability to bear such economic risk of its investment in the New Ordinary Shares, have adequate means of providing for its current and contingent needs, has no need for liquidity with respect to its investment in the New Ordinary Shares, is able to sustain a complete loss of its investment in the New Ordinary Shares and will not look to the Joint Bookrunners for all or part of any such loss or losses it may suffer;

(ss) it agrees that it (i) has no need for liquidity with respect to its investment in the New Ordinary Shares and (ii) has no reason to anticipate any change in its circumstances, financial or otherwise, which may cause or require its sale or distribution of all or any part of the New Ordinary Shares;

(tt) it may not rely, and it has not relied, on any investigation that the Joint Bookrunners, any of their affiliates or any person acting on their behalf may have conducted with respect to the New Ordinary Shares or the Company, and neither the Joint Bookrunners, nor any of their affiliates or any person acting on their behalf has made any representation to it, express or implied, with respect to the Company or the New Ordinary Shares or the accuracy, completeness or adequacy of this Announcement, the Acquisitions Announcement, the Placing Proof, the Prospectus or any other publicly available information. In making its investment decision, it has not relied on any information relating to the Company other than the Placing Proof, the Pricing Information and other information that is publicly available;

In addition, each Placee irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners (in their capacity as bookrunners and placing agents of the Company, in each case as a fundamental term of their application for New Ordinary Shares), the following:

If outside the United States:

(a) it is and, at the time the New Ordinary Shares are acquired, will be outside the United States and is acquiring the New Ordinary Shares in an "offshore transaction" in accordance with Rule 903 of Regulation S, and it is acquiring beneficial interests in the New Ordinary Shares for its own account or, if acquiring the New Ordinary Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

(b) the New Ordinary Shares may not be reoffered, resold, pledged or otherwise transferred by it except outside the United States in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act;

(c) it is not acquiring any of the New Ordinary Shares as a result of any form of directed selling efforts (as defined in Regulation S under the Securities Act); and

(c) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any New Ordinary Shares acquired 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 circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale; or

If inside the United States:

(a) it is a "qualified institutional buyer" (a "QIB") (as defined in Rule 144A under the US Securities Act of 1933, as amended (the "Securities Act") and, if it is acquiring the New Ordinary Shares as a fiduciary or agent for one or more investor accounts, (i) each such account is a QIB, (ii) it has sole investment discretion with respect to each such account, and (iii) it has full power and authority to make the representations, warranties, agreements and acknowledgments in this document on behalf of each such account;

(b) it is purchasing the New Ordinary Shares for investment purposes and not with a view to distribution or resale, directly or indirectly, in the United States or otherwise in violation of the United States securities laws;

(c) it will base its investment decision on the Placing Proof and the Pricing Information, including the information incorporated by reference therein, which it understands have been prepared in accordance with applicable requirements in the United Kingdom, which differ from disclosure requirements in the United States and elsewhere;

(d) it agrees that we will not distribute, forward, transfer or otherwise transmit the Prospectus, or any other presentational or other materials concerning the Placing and Open Offer (including electronic copies thereof) to any person within the United States (other than a QIB on behalf of which we act);

(e) it is aware that, and each beneficial owner of such New Ordinary Shares has been advised that, the sale of New Ordinary Shares may be made in reliance on an exemption from the registration requirements of the Securities Act provided by Rule 144A thereunder;

(f) it is aware that based on the present nature of its activities, including the Placing and Open Offer, and the present composition of its assets and income, the Company believes that it was a passive foreign investment company ("PFIC") for the year ending December 31, 2014 and expects the Company or the Enlarged Group (as such term is defined in the Prospectus) to be a PFIC for the current year. However, PFIC status is factual in nature, generally cannot be determined until the close of the taxable year in question, and is determined annually. If the Company or the Enlarged Group is classified as a PFIC in any year that it is a shareholder, the Company or the Enlarged Group generally will continue to be treated as a PFIC in all succeeding years, regardless of whether the Company or the Enlarged Group continues to meet the income or asset test described above. If the Company or the Enlarged Group were a PFIC in any taxable year, it may suffer adverse tax consequences. It understands and acknowledges that the Company expects to be classified as a PFIC for the current year and in some or all future years, it undertake to read the relevant disclosure in Part XXII-Additional Information-16. US federal income taxation of the Placing Proof, and will consult its own tax advisors before making an investment decision;

(g) it understands that the New Ordinary Shares have not been, and will not be, registered under the Securities Act or with any state or other jurisdiction of the United States, and that the New Ordinary Shares may not be reoffered, resold, pledged or otherwise transferred except (a) outside the United States pursuant to Rule 903 or Rule 904 of Regulation S under the Securities Act ("Regulation S"), (b) in the United States to a QIB pursuant to an exemption from the registration requirements of the Securities Act, it being understood that all offers or solicitations in connection with such a transfer are limited to QIBs and do not involve any means of general solicitation or general advertising, or (c) pursuant to Rule 144 under the Securities Act ("Rule 144") (if available) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in compliance with all applicable securities laws of the United States or any state or other jurisdiction of the United States. It also acknowledges that the New Ordinary Shares will be "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and, for so long as the New Ordinary Shares are "restricted securities", it shall not deposit such New Ordinary Shares in any unrestricted depositary facility established or maintained by a depositary bank. It also understands that no representation can be made by the Joint Bookrunners as to the availability of Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the New Ordinary Shares;

(h) it understands that, to the extent the New Ordinary Shares are delivered in certificated form, the certificate delivered in respect of the New Ordinary Shares will bear a legend substantially to the following effect for so long as the securities are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ''SECURITIES ACT''), OR ANY OTHER APPLICABLE SECURITIES LAW. BY ITS ACCEPTANCE OF THESE SECURITIES THE PURCHASER REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER (''QIB'') AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND THAT IT IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF OTHER PURCHASERS WHO ARE QIBs AND AGREES THAT THE SECURITIES ARE NOT BEING ACQUIRED WITH A VIEW TO DISTRIBUTION AND ANY RESALE OF SUCH SECURITIES WILL BE MADE ONLY (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QIB, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE) OR ANY OTHER EXEMPTION OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.

The foregoing acknowledgements, confirmations, undertakings, representations, warranties and agreements are given for the benefit of the Company as well as each of the Joint Bookrunners and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither the Company nor any of the Joint Bookrunners owes any fiduciary or other duties or responsibilities to it for providing the protections afforded to their clients nor for providing advice in relation to the Placing and Open Offer to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or the contents of the terms and conditions contained in this Announcement (including this Appendix), the Placing Proof and the Placing Letter.

Offset

If a Placee is entitled to participate in the Open Offer by virtue of being a Qualifying Shareholder it will be able to apply to subscribe for New Ordinary Shares under the terms and conditions of the Open Offer.

In circumstances where the Placee validly takes up and pays for New Ordinary Shares under the Open Offer to which it is entitled as a Qualifying Shareholder it may request that its conditional allocation of a Placing participation be reduced by up to the number of New Ordinary Shares validly taken up and paid for under the Open Offer (up to a maximum of the number of New Ordinary Shares in its Open Offer Entitlement), provided always that the Joint Bookrunners are satisfied that the Placee has validly taken up and paid for the New Ordinary Shares under the Open Offer. Further details of Placees' rights to request off-set in this way is set out in the Placing Letter.

Miscellaneous

The agreement to allot and issue New Ordinary Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the New Ordinary Shares in question. Such agreement also assumes that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the New Ordinary Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor any of the Joint Bookrunners will be responsible and the Placees shall indemnify the Company and the Joint Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.

The Company and the Joint Bookrunners are not liable to bear any transfer taxes that arise on a sale of New Ordinary Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify the Joint Bookrunners accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Joint Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any New Ordinary Shares or the agreement by them to acquire any New Ordinary Shares.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Joint Bookrunner or any of their respective affiliates or agents may, at their absolute discretion, agree to become a Placee in respect of some or all of the New Ordinary Shares.

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

The rights and remedies of the Joint Bookrunners and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Unless the context otherwise requires, all references to time are to London time. All times and dates in this Announcement are subject to amendment by the Joint Bookrunners (in their absolute discretion). The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

APPENDIX

In this announcement, the following expressions have the following meanings unless the context requires otherwise: