E2V.L Regulatory News (E2V)

29 Oct 2009 07:10



29 October 2009 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR THEIR RESPECTIVE TERRITORIES. NOTHING IN THIS ANNOUNCEMENT IS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION OF ANY SECURITIES REFERENCED HEREIN. SUCH SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. NO PUBLIC OFFERING OF THE SECURITIES IS BEING OR WILL BE MADE IN THE UNITED STATES.

This announcement has been issued by and is the sole responsibility of e2v. It shall not constitute, or form part of, any offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  The availability of the Firm Placing and the Rights Issue to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements. This announcement is an advertisement and does not constitute a prospectus. Nothing in this announcement should be interpreted as a term or condition of the Firm Placing or the Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Firm Placed Shares, Nil Paid Rights, Fully Paid Rights, and/or New Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.

Any person receiving this announcement is advised to exercise caution in relation to the Firm Placing and Rights Issue. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained. 

E2V TECHNOLOGIES PLC

PROPOSED FIRM PLACING AND RIGHTS ISSUE

AND

REFINANCING OF THE GROUP'S LENDING FACILITIES

The Board of Directors of e2v technologies plc ("e2v" or the "Company" or the "Group") today announces a fully underwritten Firm Placing and Rights Issue to raise gross proceeds of approximately £56 million. The Firm Placing and the Rights Issue are subject to approval by Shareholders at a General Meeting. A prospectus containing a notice of general meeting will be posted to shareholders shortly.

In conjunction with the Firm Placing and the Rights Issue, the Board today announces that it has reached agreement on new committed lending facilities and also outlines the potential extensive acceleration of the "Fit for the Future" restructuring programme.

In a separate announcement e2v has today announced its interim results for the six months ended 30 September 2009.

Highlights of the capital raising and new debt facilities

Firm Placing and Rights Issue to raise gross proceeds of approximately £56 million comprising the:

Placees will be able to participate in the Rights Issue in respect of their Firm Placed Shares in the same manner as Qualifying Shareholders.

The Group has agreed New Lending facilities with its lending banks totalling £105 million, which can be utilised, subject to, amongst other things, completion of the Firm Placing and the Rights Issue.

The Firm Placing and the Rights Issue have been proposed to enable e2v to:

Overview of management actions and restructuring programme 

e2v is today announcing proposals for an extensive acceleration of the Group's "Fit for the Future" programme.

The potential restructuring programme, which will affect the Group's operations in France and the UK, is subject to formal employee consultations which are anticipated to be completed by April 2010.

The potential French restructuring programme includes the Imaging business at Grenoble. Consultation is being undertaken on the options for the CCD wafer fab facility which may include its closure along with acceleration of the development of a "fabless" based CMOS Imaging business. The latter may complement the UK-based high-end CCD Imaging business. This consultation also includes options on the cost structure of the Specialist Semiconductor activities and support functions based in Grenoble. The potential restructuring of operations in the UK relates to the transfer to Chelmsford of the manufacturing activity of the Lincoln based microwave and high speed electronics (MHSE) business. Consideration is being given to other cost reduction activities as part of the continuing focus on cost and capacity management.

The overall cost of these steps to restructure the Group's operations is anticipated to be approximately £33m and would, on completion, provide annual savings of approximately £26m.

e2v has also today announced that the Company proposes to raise £55.8m gross by the issue of new shares through a firm placing and rights issue. This will reduce the Group's debt profile, facilitate the potential "Fit for the Future" programme and provide a stronger financial base for the Group. The firm placing and rights issue are subject to approval by shareholders at a General Meeting scheduled to be held on 20 November 2009.

In addition, on 29 October 2009, the Group entered into a new term and revolving facility of £105m, that becomes available on completion of the firm placing and rights issue, to refinance the existing facilities agreement. This facility will run for three years until 31 December 2012.

With these changes, e2v's operational focus going forward will be on three core divisions:

Electron Devices and Subsystems, where the development focus is on a range of RF Subsystems for existing customers and new customer funded applications

Imaging with the increased focus for development on space and fabless CMOS products

Specialist Semiconductors where the development focus is on End of Life management services in Europe and the use of the US SSA platform created within QP for bringing other Group products to the US market

along with continuing to review the options for disposal of other non core assets.

Current trading and prospects

Like-for-like sales for the Group in the 2009/2010 Half Year declined by 26 per cent. in comparison to the 2008/2009 Half Year and, as yet, there are no firm indications that this decline has halted. The Board has assumed that there will be no recovery in base business over the next three years. However, whilst uncertain market conditions have made it difficult for the Group to pre-judge future developments, the Board believes that several of the markets in which the Group trades appear to be stabilising:

The Board believes that full year sales for the Group will remain second half weighted, although results for the full 2009/2010 Financial Year remain uncertain. The Board's expectations for the 2009/2010 Financial Year are supported by orders placed for delivery as at 30 September 2009 of £134m, of which £65m is for delivery in the second half of the 2009/2010 Financial Year (compared to orders placed for delivery as at 30 September 2008 of £118m of which £61m was for delivery in the second half of the 2008/2009 Financial Year).

Expected timetable of principal events (1)

Each of the times and dates in the table below is indicative only and may be subject to change.

		2009
Expected despatch of the Prospectus		In due course
Record Date for entitlements under the Rights Issue		18 Nov
General Meeting		20 Nov
Dealings in Firm Placed Shares, fully paid, commence on the London Stock Exchange		23 Nov
Dealings in Nil Paid Rights commence on the London Stock Exchange		23 Nov
Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters		7 Dec
Dealings in New Shares, fully paid, commence on the London Stock Exchange		8 Dec

Notes:

 (1)  The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by the Company (in consultation with Rothschild and RBS Hoare Govett), in which event details of the new times and dates will be notified to the UKLA, the London Stock Exchange and, where appropriate, Qualifying Shareholders and Placees. References to times in this timetable are to London times unless otherwise stated.

This summary should be read in conjunction with the full text of this announcement.

A prospectus relating to the Firm Placing and the Rights Issue (the "Prospectus") is expected to be published shortly and will be available at the registered office of e2v at 106 Waterhouse Lane, Chelmsford, Essex CM1 2QU and on the Company's website, www.e2v.com.

Rothschild is acting as Financial Adviser to the Company and Sponsor to the Firm Placing and the Rights Issue. RBS Hoare Govett is acting as Bookrunner and Underwriter. 

Contacts

For further information, please contact:

 

e2v technologies plc:   Keith Attwood, Chief Executive Charles Hindson, Group Finance Director		01245 493 493
Rothschild (Sponsor and Financial Adviser):   Nigel Himsworth Roger Hemming John Byrne		0207 280 5000
RBS Hoare Govett Limited (Bookrunner and Underwriter):   Corporate Broking: John MacGowan Alexander Garton Syndication: Lee Morton		0207 678 8000
Financial Dynamics   Susanne Yule Sophie Kernon		0207 831 3113

Shareholder enquiries

If you have any queries about the Firm Placing and the Rights Issue, please telephone the Shareholder Helpline on 0871 384 2927 or, if you are calling from outside the United Kingdom, +44 121 415 0268. This helpline is available between 8.30 a.m. to 5.30 p.m. on any Business Day.

Calls to the 0871 384 2927 number are charged 8p per minute (including VAT) from a BT landline. Other service providers' costs may vary. Calls to the +44 121 415 0268 number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Please note that for legal reasons, the Shareholder Helpline is only able to provide you with information contained in this announcement and, when published, the Prospectus and information relating to e2v's register of members and is unable to give advice on the merits of the Firm Placing and the Rights Issue or provide legal, financial, tax or investment advice. If you are in any doubt as to the action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under FSMA or, if you are outside the UK, by another appropriately authorised independent financial adviser.

  Proposed Firm Placing and Rights Issue

1. Introduction 

The Board of e2v today announces that e2v is proposing to raise gross proceeds of approximately £56 million by way of the Firm Placing and the Rights Issue.

The Firm Placing, comprising in aggregate 31,428,571 Firm Placed Shares (representing approximately 50 per cent. of the Company's existing issued share capital) will raise £22 million. 

The Firm Placing Price represents a 1 per cent. premium to the closing price of 69 pence per Share on 28 October 2009 (being the last trading day prior to the date of the announcement of the Firm Placing and the Rights Issue). The Firm Placing is subject to Shareholder approval.

Pursuant to the Rights Issue it is proposed that 120,854,782 New Shares be issued by way of rights to Qualifying Shareholders and Placees at 28 pence per New Share. The Rights Issue is expected to raise gross proceeds of £34 million. The Rights Issue Price represents:

a 40 per cent. discount to the theoretical ex-rights price of a Share, when calculated by reference to the Firm Placing Price of 70 pence per Firm Placed Share;

a 39 per cent. discount to the theoretical ex-rights price of a Share, when calculated by reference to the closing price of 69 pence per Share on 28 October 2009 (being the last trading day prior to the date of the announcement of the Firm Placing and the Rights Issue);

a 39 per cent. discount to the theoretical ex-rights price of a Share, when calculated by reference to the closing price of 69 pence per Share on 28 October 2009, as adjusted to take account of the Firm Placing at 70 pence per Firm Placed Share; and

a 59 per cent. discount to the closing price of 69 pence per Share on 28 October 2009.

The Firm Placing and the Rights Issue have been fully underwritten by RBS Hoare Govett and are conditional, inter alia, upon the passing of the Resolutions by Shareholders at the General Meeting. Rothschild is acting as Financial Adviser to e2v and as Sponsor to the Firm Placing and the Rights Issue. 

In addition, also announced today, the Group entered into a new term and revolving facility of £105 million to refinance the Existing Facilities Agreement. The New Lending Facilities will only refinance the Existing Lending Facilities if the Firm Placing and the Rights Issue complete and will be drawn down on 31 December 2009. In the event that the Firm Placing and the Rights Issue do not complete, the New Lending Facilities will not refinance the Existing Lending Facilities.

2. Background to the Firm Placing and Rights Issue

e2v's objective is to be a global leader in the design and supply of specialised components and sub-systems that enable the world's leading systems companies to deliver innovative solutions for the aerospace & defence, commercial & industrial and medical & science markets. The Company has been quoted on the London Stock Exchange since 2004 and, since that time, the Company's sales have grown from £98m in the financial year ended 31 March 2004 to £233m in the 2008/2009 Financial Year.

The Group specifically targets markets that exhibit long term growth, high barriers to entry, require a significant proportion of bespoke design and have a limited number of competitors. e2v does not seek to compete in commoditised markets.

The Group's business strategy has four key elements:

to focus the Group's resources on product opportunities with sustainable growth and margins in current and adjacent niche market sectors;

to build upon established market positions, as well as developing new market positions, by extending the Group's product offering in the value chain into sub-systems and services;

to continue the Group's internal focus on productivity improvements; and

to acquire complementary businesses and technologies to accelerate growth.

Resulting from the Group's business strategy set out above, for over the last three financial years up until 31 March 2009, the Group's sales have increased by 107.7 per cent. (from £112.3m to £233.2m) and Adjusted profit before tax and net finance costs has increased by 83.9 per cent. (from £14.9m to £27.4m). This growth has predominantly been achieved through acquisitions. In addition, the Company has paid aggregate dividends of £13m in the three years to 31 March 2009. The Group has introduced 391 new products in the last 3 financial years which accounted for 26 per cent. of sales during the 2008/2009 Financial Year. e2v's sub-systems business activities account for 18.4 per cent. of sales in the 2008/2009 Financial Year. Between the end of the 2006/2007 Financial Year and the end of the 2008/2009 Financial Year, the Group reduced average net headcount after acquisitions across the Group by 5.2 per cent., increased operating profit per employee by 38.4 per cent. and improved operating cash flow by 62.6 per cent. 

However, the Group has not been immune to the deteriorating economic conditions over the last 12 months which have culminated in recession in many developed economies. In particular, the Group has, since December 2008, seen a progressive weakening in demand across some of its commercial & industrial market sectors and in its medical market sector. Additionally, during the first quarter of the current financial year, delayed programme phasing was noticeable within the US business of the specialist semiconductor division, and since then there have been deferrals in the award of certain defence contracts throughout the Group's geographic markets.

Financial results for the 2009/2010 Half Year were as follows:

sales of £96m (compared to £107m for the 2008/2009 Half Year);

adjusted profit before tax of £1.6m (compared to £8.5m for the 2008/2009 Half Year);

cash generated from operations of £22.1m (compared to £18.3m for the 2008/2009 Half Year); and

In addition, the Group has reduced its net borrowings by £32m since 31 March 2009, to £105m. 

Like for like sales for the 2009/2010 Half Year reduced by 26 per cent. when compared with the 2008/2009 Half Year.

The Group's acquisition programme has been largely funded by debt and in currencies, predominantly the Euro and the US dollar, that matched the acquired asset base. The weakening of Sterling in the 12 months to 31 March 2009 against both the Euro and the US dollar had significant ramifications for the Company. Whilst exports from Europe, and particularly the UK, to the United States are now more competitively priced against products of the Group's US competitors, the Group's multi-currency borrowings had, when translated into Sterling for reporting and covenant testing purposes, significantly increased, contributing some £19.4m to the increase in the Group's net borrowings of £137.3m as at 31 March 2009. In the 2009/2010 Half Year there was a decrease in net borrowings of £8.7m as a result of exchange movements.

3. Current actions by management to improve profitability

To minimise the impact of the difficult trading conditions in this challenging environment, the Directors have instigated additional specific measures in the 2009/2010 Half Year to control further the Group's cost:

a further phase of the Group's established Business Improvement Programme, "Fit for the Future", has been actioned in the UK in the 2009/2010 Half Year, with a net headcount reduction of 133 achieved in the 2009/2010 Half Year;

a temporary period of short time working has been introduced in the UK and USA, along with an extended summer closure of the facility in France, which has achieved £2m of savings in the second quarter of the current financial year;

capital expenditure for the current financial year is anticipated not to exceed £4m compared to £10.7m for the 2008/2009 Financial Year;

the Group closed its long range 'Biosensors' programme in June 2009 which incurred costs of approximately £1m in the 2008/2009 Financial Year;

a range of additional overhead cost control actions have been undertaken such as reductions in marketing, travel and general expenditure that achieved £1m of savings in the 2009/2010 Half Year; and

the Group's R&D programmes were re-phased, delaying £0.8m of budgeted spend in the 2009/2010 Half Year to the second half of the 2009/2010 Financial Year.

In addition, to further preserve cash and reduce indebtedness:

the Directors have suspended the Group's acquisition programme;

no final dividend was declared for the 2008/2009 Financial Year and no interim dividend has been declared for the 2009/2010 Half Year

100 per cent. (£87m at 31 March 2009) of the Group's Euro denominated debt was converted into Sterling at an average rate of £1: €1.15 to take advantage of the strengthening of Sterling at the time. This contributed to a £8.7m reduction in borrowings from exchange movements from 31 March 2009 to 30 September 2009.

Notwithstanding the early success of the actions described above, the prolonged challenging trading conditions continue to place pressure on the Group's sales, profits and cash flows.

4. The Restructuring Programme and planned actions by management to improve profitability 

Further changes to the Group's business are being proposed which would be expected to provide the increased flexibility and scaleability required to match effectively the Group's capacity to demand and to maximise opportunities when economic conditions improve. This is likely to be achieved through the potential extensive acceleration of the Group's established "Fit for the Future" restructuring programme, which the Directors' believe would significantly reduce the fixed cost base of the Group's business to ensure that the Group's business resources are consistent with the Directors' current view of future demand. 

In addition to the focus on cost reduction, the proposed restructuring programme is intended to streamline the Group's operations, optimising business processes such that the Group operates at improved efficiency levels, which the Directors anticipate will significantly enhance various customer and operational metrics, most notably customer satisfaction, inventory levels, on-time delivery, production lead times and product quality. 

Any restructuring programme, which would affect the Group's operations in France, and in the UK, would be subject to formal employee consultations, in compliance with applicable laws and regulations.

In e2v's facility based in Grenoble, France, it is proposed that the business activities associated with the imaging devices division should be refocused around a fabless CMOS business model, which provides a complementary activity to the CCD focused UK imaging operations. It is also expected that that the Grenoble based activities associated with the specialist semiconductors division would be enhanced as a consequence of this programme. 

The Group had, for a number of months, recognised the need to reduce its overall imaging CCD fabrication capacity for the long term and had considered the gradual migration of its UK activities into its operations in Grenoble. However, following the rapid reduction in demand from the markets primarily served by the Grenoble facility, the potential closure of the imaging CCD fabrication facility based in Grenoble (subject to consultation with the French workers union) is considered by the Directors to be the optimum solution to rapidly reduce overall capacity at a lower cost and with the least technical and commercial risk.

In addition, the Group is considering how to address surplus capacity requirements in its other operations, principally in the UK. The Lincoln based microwave and high speed electronics business was subject to a previously announced potential disposal programme. After lengthy discussions with potential buyers however, the Board is considering whether the transfer of the majority of the manufacturing facilities from Lincoln to other of the Group's sites would create more value for Shareholders than a sale at the price that was indicated by potential buyers. Further restructuring activity at the Chelmsford facility may also be considered in the future in addition to the creation of an engineering centre in Lincoln. 

Subject to compliance with the applicable consultation obligations, the overall cost of any restructuring programme (including redundancy, move and other closure costs), is estimated to be approximately £33m and would on completion provide annual savings of approximately £26m.

 

As part of any restructuring programme, the Group may also consider introducing, for example, new working practices, incorporating flexible hours for appropriate staff. The Board believes this is likely to enable the Group to better match capacity to demand and therefore respond more rapidly to any potential upturn in customer demand. 

The Board believes that any restructuring programme would create a platform for the long-term strategic development of the Group to create value for Shareholders, and would support a medium term emphasis on growth, by the:

focus on the three core divisions - Electron Devices and Sub-Systems, Specialist Semiconductors and Imaging and the continuing review of potential non-core asset disposals;

provision of a scaleable operating platform, supported by flexible working practice arrangements, to capitalise on upside opportunities; and

redirection and refocus of R&D on short and medium term opportunities for growth in broadly flat markets, building its market position with new or enhanced components and accelerating progress towards sub-systems, product solutions and service offerings, with the overall objective of returning the Group to sales CAGR of between 5 and 10 per cent., in the medium term.

In addition, as part of the restructuring programme, the senior management team has already been reduced from 13 to 8, and strengthened by the appointment of Charles Hindson as Group Financial Director in May 2009 and Chris Geoghegan as Chairman on 1 October 2009.

5. Reasons for the Firm Placing and the Rights Issue 

Against this background, in addition to the measures already taken, e2v today announces the Firm Placing and the Rights Issue to raise gross proceeds of £56 million in order to reduce the Group's debt profile and provide a stronger financial base.

Reducing the Group's debt profile

The proceeds of the Firm Placing and the Rights Issue will be used to repay existing debt. The Group will, as required pursuant to the terms of the Existing Facilities Agreement and as a condition to the New Lending Facilities becoming available, use at least £30m of the net proceeds of the Firm Placing and the Rights Issue to reduce the amounts outstanding under the Existing Facilities Agreement (such amount to be held in a holding account between completion of the Firm Placing and the Rights Issue and payment of the £30m on 31 December 2009). The remaining net proceeds of £22 million (the "Additional Proceeds") will also be used to reduce net borrowings.

Stronger financial base

The Board believes this reduced level of indebtedness and increased headroom under the financial covenants in the Group's debt facilities following the reduction described above, should provide the Group with the appropriate financial flexibility to implement, and fund from anticipated operational cash flows, the potential acceleration of the "Fit for the Future" restructuring programme. It should also provide the Group with a stronger financial base, which should ensure that the Group maintains access to cost effective sources of funding and should give the Group a stronger credit standing. Moreover, the Board believes this stronger financial base means the Group should be able to respond to opportunities that may arise to accelerate growth either organically or, in due course, if the Directors consider it prudent to do so and with the consent of the Group's lending banks, through the addition of complementary businesses and technologies, particularly if attractive consolidation opportunities were to arise.

The net proceeds of the Firm Placing and the Rights Issue will be used to repay existing debt and, consequently, the Directors believe that net borrowings, following receipt of proceeds from the Firm Placing and the Rights Issue, will be at an appropriate level taking into account the planned restructuring. 

The Directors expect that the Firm Placing and the Rights Issue should make a positive contribution to total earnings in the medium term as it will provide the Group with the financial resources and flexibility to enable the Group to continue to pursue the restructuring programme in a manner which the Directors believe will have a positive effect on earnings. However, the Directors expect that the increased number of Shares in issue following the Firm Placing and the Rights Issue will have a negative effect on the Company's earnings per Share for the same period.

6. New Lending Facilities 

Also announced by the Board today, the Group entered into new term and revolving facilities of £105 million (the "New Facilities Agreement") to refinance the Existing Lending Facilities. The New Lending Facilities can only be utilised if, amongst other things, the Firm Placing and the Rights Issue complete and will be drawn down on 31 December 2009. In the event that the Firm Placing and the Rights Issue does not complete, the New Lending Facilities will not refinance the Existing Lending Facilities. At least £30m from the proceeds of the Firm Placing and Rights Issue will be applied in reduction of amounts outstanding under the Existing Lending Facilities before the Existing Lending Facilities are refinanced by the New Lending Facilities. The principal terms of the New Facilities Agreement are:

an extended maturity date until 31 December 2012, as opposed to the Existing Facilities Agreement which will terminate on 11 July 2011; and

there will be amortisation payments of £10 million on 31 December 2010, 31 December 2011.

The Directors believe that the New Lending Facilities will provide the Group with increased financial flexibility going forward, including by virtue of an extended maturity date for the New Lending Facilities and through the reduction of amounts outstanding under the facilities (as compared to under the Existing Facilities Agreement) which is to be made from the proceeds of the Firm Placing and the Rights Issue.

7. Dividends and dividend policy

The Company did not pay a final dividend for the financial year ended 31 March 2009, nor did it pay an interim dividend for the period ended 30 September 2009. Pursuant to the terms of the Existing Facilities Agreement (and the New Facilities Agreement if and when it comes into effect), the Company has undertaken only to declare and pay dividends if certain covenant tests are met and no default exists under the facility agreement in force at the relevant time. The Board remains committed to pursuing a progressive dividend policy and, assuming the Company can meet the relevant tests in the Existing Facilities Agreement or the New Facilities Agreement (as the case may be), e2v will resume dividend payments once market conditions improve and the Directors believe it is prudent to do so. The level of future dividend payments will take into account the Company's underlying earnings, cash flows and capital investment plans, the requirement to maintain an appropriate level of dividend cover and the prevailing market outlook.

8. General meeting

Notice of the General meeting will be made shortly upon publication of the prospectus in line with the indicative timetable in the summary of this announcement. All the Resolutions to be proposed at the General meeting are required in order to enable the Company to implement the Firm Placing, the Rights Issue and, accordingly, the Firm Placing, the Rights Issue are conditional on the Resolutions being passed.

Appendix

9. TERMS AND CONDITIONS OF THE FIRM PLACING

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND.

IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY. 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN RELEVANT MEMBER STATES WHO ARE QUALIFIED INVESTORS PURSUANT TO THE PROSPECTIVE DIRECTIVE (DIRECTIVE 2003/71/EC); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE RELEVANT PERSONS PURSUANT TO FSMA (IN EACH CASE A "RELEVANT PERSON"). 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. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares (each, a "Placee"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions contained herein, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

(a)	it is a Relevant Person (as defined above) 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;
(b)	(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) in the course of its business and a qualified investor within the meaning of section 85(7) of the FSMA, (ii) if in the UK, it is a person of a kind described in articles 19(5) or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), (iii) if it is a resident in the EEA, it is a 'Qualified Investor' within the meaning of the law in the Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC); and (iv) it does not intend to offer or sell or otherwise deal with the Placing Shares in any way which would result in an offer to the public in the UK within the meaning of the FSMA or in any other jurisdiction or require registration or prospectus publication or similar actions in the UK or any other jurisdiction;
(c)	it is outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States") and is subscribing for the Placing Shares in an "offshore transaction" (within the meaning of Regulation S ("Regulation S") under the US Securities Act of 1933, as amended (the "Securities Act");
(d)	it is not (i) acquiring the Placing Shares for the account of a person located in the United States or (ii) acquiring the Placing Shares with a view to the offer, sale, resale, transfer, deliver or distribute, directly or indirectly, any such Placing Shares into the United States; and
(e)	it is not resident or domiciled in or a national of Australia, Canada, Japan, New Zealand, South Africa or Switzerland (together the "Excluded Territories"), nor is it acquiring the Placing Shares for the benefit of such a person or with a view to resale to such a person.

This Appendix and the Announcement of which it forms part does not constitute, or form part of, any offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful including, without limitation, the United States and any of the Excluded Territories. This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States or any of the Excluded Territories, or any jurisdiction in which such publication or distribution is unlawful. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this Appendix and the Announcement of which it forms part have not been and will not be registered under the Securities Act or any State of the United States, and may not be offered, sold or transferred, 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 applicable State securities laws. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

The distribution of this Appendix, the Announcement of which it forms part 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 or RBS Hoare Govett or NM Rothschild & Sons Limited, acting as sponsor in relation to the Placing and Rights Issue (together with RBS Hoare Govett the "Banks" and each a "Bank") 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 Banks to inform themselves about and to observe any such restrictions.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission, the Japanese Ministry of Finance, the New Zealand Securities Commission, the South African Reserve Bank or the Swiss Federal Banking Commission; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of any of the Excluded Territories. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, or any of the Excluded Territories, or any other jurisdiction outside the United Kingdom.

Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of either of the Banks or the Company other than publicly available information and neither the Banks nor the Company or any person acting on such person's behalf nor any of their affiliates has or shall have any liability for any Placee's decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

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 the Placing Shares

The Banks have entered into a Firm Placing and Rights Issue Underwriting and Sponsor Agreement (the "Underwriting Agreement") with the Company under which RBS Hoare Govett has, on the terms and subject to the conditions set out therein and as agent for and on behalf of the Company, undertaken to use reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. Subject to the terms and conditions of the Underwriting Agreement, in the event that Placees cannot be procured for the entire amount of the Placing Shares or if a Placee has unconditionally agreed to subscribe for Placing Shares pursuant to its Placing Letter but fails to make to payment therefore, RBS Hoare Govett has agreed itself to subscribe for such Placing Shares at the Issue Price.

The Placing Shares will, when issued and fully paid, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company ("Ordinary Shares") including the right to receive all dividends and other distributions declared, made or paid after the date of issue, including the right to participate in the Rights Issue in respect of the Placing Shares pursuant to the terms and conditions of the Rights Issue as set out in the Prospectus.

By signing and returning the Letter of Confirmation a Placee undertakes and agrees, following the acquisition of Placing Shares in the amount of its Placing Participation, to take up in full the rights to Rights Issue Shares relating to its Placing Shares pursuant to the proposed Rights Issue on the terms and conditions set out in the Prospectus. Nil Paid Rights in respect of the relevant Rights Issue Shares will be distributed to the Placee's CREST account automatically through the CREST market claims mechanism.

In this Appendix, unless the context otherwise requires, "Placee" means a person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.

Application for listing and admission to trading

Application will be made to the Financial Services Authority (the "FSA") for admission of the Placing Shares to the Official List of the FSA (the "Official List") and to the London Stock Exchange plc for admission to trading of the Placing Shares on its market for listed securities (together, "Placing Admission"). It is expected that Placing Admission will become effective on 23 November 2009 and that dealings in the Placing Shares will commence at that time.

RBS Hoare Govett will today commence the bookbuilding process in respect to 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.

RBS Hoare Govett and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.

Participation in, and principal terms of, the Placing

1	RBS Hoare Govett is arranging the Placing as sole placing agent and bookrunner of the Company.
2	Unless RBS Hoare Govett, in its absolute discretion, agrees otherwise, participation in the Placing will be available only to persons who may lawfully be, and are, invited to participate by RBS Hoare Govett and who execute a placing letter prior to Placing Admission (the "Placing Letter"). RBS Hoare Govett and its affiliates are entitled to enter bids in the Bookbuild as principal.
3	To bid in the Bookbuild, and unless RBS Hoare Govett in its absolute discretion agrees otherwise, Placees shall communicate their bid by telephone to their usual sales contact at RBS Hoare Govett (provided that they subsequently execute and return the Letter of Confirmation (as defined below) no later than 5 p.m. on 29 October 2009). Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for.
4	The Bookbuild is expected to close on or around 5 p.m. (GMT) on 29 October 2009 but may be closed earlier or later at the discretion of RBS Hoare Govett. RBS Hoare Govett may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company and RBS Hoare Govett reserve the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in their absolute discretion.
5	Each Placee's allocation will be confirmed to Placees orally, and a Placing Letter in respect of such allocation will be sent to such Placee, by RBS Hoare Govett following the closing of the Bookbuild. RBS Hoare Govett reserves the right to reject or scale back bids from prospective Placees following consultation with the Company. Upon receipt of a letter of confirmation from a Placee by RBS Hoare Govett in the form set out in the schedule to the Placing Letter (a "Letter of Confirmation"), RBS Hoare Govett's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of each of RBS Hoare Govett and the Company, under which it agrees to subscribe for the number of Placing Shares set out in its Letter of Confirmation and allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Memorandum and Articles of Association. On the second Business Day following (and subject to) the passing of the shareholders' resolutions to be proposed at a general meeting of the Company in connection with the Placing and Rights Issue (the "Resolutions") (the "GM") which is expected to be held on 20 November 2009, a trade confirmation will be dispatched, in accordance with standing arrangements. The terms of this Appendix will be deemed to be incorporated by reference therein.
6	A bid in the Bookbuild orally communicated by telephone will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and, unless RBS Hoare Govett, in its absolute discretion, agrees otherwise, will be legally binding on the Placee on behalf of which it is made and except with RBS Hoare Govett's consent will not be capable of variation or revocation by the Placee after the time at which the Letter of Confirmation is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to RBS Hoare Govett, to pay to RBS Hoare Govett (or as RBS Hoare Govett may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe.
7	Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement" and in each Placee's Placing Letter.
8	All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Underwriting Agreement".
9	By participating in the Bookbuild and executing a Letter of Confirmation, 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 at any time on or after Placing Admission.
10	To the fullest extent permissible by law, neither the Banks nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither RBS Hoare Govett nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of RBS Hoare Govett's conduct of the Bookbuild (including acceptance or rejection of any bid) or of such alternative method of effecting the Placing as RBS Hoare Govett and the Company may agree.

Conditions of the Placing

Each of the Bank's obligations under the Underwriting Agreement in respect of the Placing Shares are conditional on, inter alia:

(a)	the release of the Press Announcement in accordance with the Underwriting Agreement;
(b)	the formal approval by the FSA of the Prospectus by not later than 5 p.m. on the Posting Date (as defined in the Underwriting Agreement);
(c)	the posting of the Prospectus, Form of Proxy and Provisional Allotment Letters and the crediting of stock accounts in accordance with the Underwriting Agreement;
(d)	the passing of the Resolutions (or with such amendments as the Banks may agree) at the GM on the date of the GM which is expected to take place on 20 November 2009 (or such later date as the Banks may agree in writing);
(e)	none of the warranties and undertakings on the part of the Company contained in the Underwriting Agreement being untrue or inaccurate or misleading at any time on and as of the date of the Underwriting Agreement, the date of any supplementary prospectus issued in accordance with the Underwriting Agreement and to the date of Admission as though they had been given and made on such date by reference to the facts and circumstances then subsisting;
(f)	the New Facilities Agreements (as defined in the Underwriting Agreement) becoming unconditional save only for those conditions thereunder that are dependant upon the Underwriting Agreement becoming unconditional and available for drawdown by certain members of the Group, and continuing to be binding and enforceable and not having been amended or terminated in accordance with its terms prior to Admission;
(g)	no matter having arisen prior to the time of Admission which might reasonably be expected to give rise to a claim under the indemnity contained in the Underwriting Agreement;
(h)	the Company not being in breach of any of its obligations under the Underwriting Agreement or certain other agreements entered into by the Company in the context of the Placing and Rights Issue or under the terms and conditions of the Placing and/or Rights Issue and which fall to be performed prior to Admission;
(i)	to the extent that they are required to be delivered prior to Admission the delivery of the documents specified in schedule 3 to the Underwriting Agreement in accordance with that schedule on or before the dates set out in that schedule;
(j)	the delivery by the Company immediately prior to Admission to the Banks of the certificate in the form set out in schedule 2 to the Underwriting Agreement signed by a director of the Company;
(k)	no event referred to in section 87G of the FSMA arising between the time of publication of the Final Prospectus and the time of Admission which gives rise to the obligation to publish a supplementary prospectus;
(l)	the Company having applied to Euroclear for admission of the Nil-paid Rights, the Fully-paid Rights, the Placing Shares and the Rights Issue Shares to CREST as Participating Securities and no notification having been received from Euroclear on or before Admission becoming effective that such admission has been or is to be refused;
(m)	there not having occurred in the opinion of any of the Banks any Material Adverse Change (as defined in the Underwriting Agreement) (whether or not foreseeable at the date of the Underwriting Agreement); and
(n)	Admission taking place by no later than 8.00 a.m. on the first Dealing Day after the General Meeting or such later time and/or date (not later than 7 December 2009) as the Company and the Banks may agree.

If: (i) any of the conditions contained in the Underwriting Agreement in relation to the Placing Shares are not fulfilled or, where relevant, waived by the Banks at their absolute discretion by the respective time and/or date where specified; or (ii) the Underwriting Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee (or any person on whose behalf a Placee is acting) in respect thereof.

The Banks may, at their absolute discretion and upon such terms as they think fit, waive compliance by the Company, or extend the time and/or date for fulfilment by the Company, with the whole or any part of any of the Company's obligations in relation to the conditions in the Underwriting Agreement, save that certain of the conditions, including the above condition relating to Placing Admission occurring, may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Banks, the Company or any of their respective affiliates or any other persons 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 it 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 lacing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of either of the Banks or the Company.

Right to terminate under the Placing Agreement

Either of the Banks may, at its absolute discretion (acting in good faith), at any time before Admission, terminate the Underwriting Agreement by giving notice to the Company if, inter alia:

(a)	any statement contained in the Prospectus, the Press Announcement, the Provisional Allotment Letter, or any cover letter or explanatory memorandum distributed with any such documents, any document supplementing and/or amending any such documents and any other announcement or document issued by or on behalf of the Company (with the authority of the Company) in connection with the Placing and Rights Issue is or has become or has been discovered to be untrue or inaccurate or in any respect misleading; or
(b)	any matter has arisen or been discovered which would, if the Disclosure Documents were to be issued at that time, constitute an inaccuracy or omission therefrom; or
(c)	the Company fails to comply with any of its obligations under the Underwriting Agreement or certain other agreements entered into by the Company in the context of the Placing and Rights Issue or under the terms of the Placing and the Rights Issue; or
(d)	there has been a breach by the Company of any of the warranties or undertakings contained in or given pursuant to the Underwriting Agreement or any other provisions of the Underwriting Agreement or certain other agreements entered into by the Company in the context of the Placing and Rights Issue in any respect; or
(e)	an event has occurred or matter arisen on or after the date of the Underwriting Agreement and before Admission which if it had occurred or arisen before the date of the Underwriting would have rendered any of the warranties by the Company contained in the Underwriting Agreement untrue or inaccurate in any respect or misleading; or
(f)	any matter or circumstance has arisen prior to the time of Admission which might reasonably be expected to give rise to the breach by the Company of any of the conditions to the Placing and Rights Issue as set out in the Underwriting Agreement; or
(g)	there shall has been a Material Adverse Change (whether or not foreseeable at the date of the Underwriting Agreement); or
(h)	there has occurred or, in the opinion of either of the Banks it is reasonably likely that there will occur:
	(i)	any adverse change in the financial markets in the United States, the United Kingdom or in any member or associate member of the European Union or the international financial markets, any outbreak or escalation of hostilities, war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event or any change or development involving a prospective change in national or international political, financial, economic, monetary or market conditions or currency exchange rates or controls; or
	(ii)	a suspension or material limitation in the trading in any securities of the Company by the Exchange or any exchange or over-the-counter market, or if trading generally on the New York Stock Exchange, the NASDAQ National Market or the Exchange has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices of securities have been required, by any of said exchanges or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe; or
	(iii)	any actual or prospective material adverse change in United Kingdom or United States taxation affecting any member of the Group, the Nil-Paid Rights, the Fully-Paid Rights, the Placing Shares, the Rights Issue Shares or the Ordinary Shares or the transfer thereof or the imposition of exchange controls by the United States or the United Kingdom; or
	(iv)	a banking moratorium, declared by the United States or the United Kingdom or in any member or associate member of the European Union; or
(i)	the Company's application to the FSA for Placing Admission and/or Rights Issue Admission (as such terms are defined in the Underwriting Agreement) is or are withdrawn by the Company and/or refused by the FSA or London Stock Exchange (as appropriate) or, in the sole opinion of either of the Banks, the application for Placing Admission and/or the application for Rights Issue Admission will not be granted.

If the Underwriting 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 pursuant to the Placing Letter or howsoever otherwise.

By participating in the Placing, Placees agree that the exercise by either of the Banks of any right of termination or other rights or discretions under the Underwriting Agreement or the Placing and Rights Issue shall be within the absolute discretion of the Banks and that they need not make any reference to Placees pursuant to the Placing Letter or otherwise and that neither of the Banks shall have any liability to Placees whatsoever in connection with any such exercise or the timing thereof. The Placees further agree that neither of the Banks owes any fiduciary duty or other duty to any Placee in respect of any warranties, undertakings or indemnities in the Underwriting Agreement.

The Prospectus

A document comprising a prospectus prepared in accordance with the Prospectus Rules relating to the Company, the Placing and the Rights Issue which gives details, inter alia, of the Placing and a circular to Shareholders containing the notice of the GM, is expected to be published in the first week of November 2009.

Each Placee, by accepting a participation in the Placing and/or by sending its Letter of Confirmation to RBS Hoare Govett, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied (nor will rely) on any other information, representation, warranty, or statement made by or on behalf of the Company or either of the Banks or any other person and non of the Banks, nor the Company, or any of their respective affiliates, or any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding whether or not to participate in the Bookbuild process and, if relevant, to accept a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B01DW905) following Placing Admission is expected to take place within the CREST system. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and RBS Hoare Govett may agree that the Placing Shares should be issued in certificated form. RBS Hoare Govett reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee who has been allocated Placing Shares in the Placing will, two Business Days after the GM, be sent a trade confirmation by RBS Hoare Govett (who shall be conditionally allotted such Placing Shares by the Company as nominee for the Placees upon such date) pursuant to its Placing Letter stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to RBS Hoare Govett and settlement instructions. Each Placee agrees 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 that it has in place with RBS Hoare Govett.

It is expected that settlement between the Placees and RBS Hoare Govett will be on a T+3 basis (where T is the date that is two Business Days following the GM) unless otherwise notified by RBS Hoare Govett in accordance with the terms of the Placing Letter and the instructions set out in the trade note or confirmation. 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 2 percentage points above LIBOR as determined by RBS Hoare Govett.

Each Placee is deemed to agree that if it does not comply with these obligations, the beneficial ownership of the Placing Shares allocated to such Placee shall be transferred from such Placee to RBS Hoare Govett and RBS Hoare Govett shall hold the legal title of such Placing Shares from the time of such Placee's default and accordingly RBS Hoare Govett may sell any or all of such Placing Shares. If the proceeds of such Placing Shares are less than the aggregate amount owed by the relevant Placee plus any interest due, the relevant Placee will, however, remain liable for the shortfall and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares by RBS Hoare Govett.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the commission payment instruction form (appended to the Placing Letter) is completed by such custodian or settlement agent and returned to RBS Hoare Govett by 5 p.m. on 29 October 2009 and that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Bookbuild process and the Placing each Placee (and any person acting on such Placee's behalf) will give representations and warranties to each of the Banks that it:

1	has read and understood this Announcement, including the Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and in the Placing Letter;
2	acknowledges that no offering document or prospectus has been prepared in connection with the Placing as at the date of this Announcement and represents and warrants that it has not received a prospectus or other offering document in connection therewith as at the date of this Announcement;
3	it is not relying on and has not relied upon any information or representation in relation to the Company or its affiliates or the Placing Shares other than as contained in the Press Announcement, and (ii) none of the Company, the Banks, their respective directors, officers, employees, agents representatives subsidiaries or affiliates (or any of them) or any person acting on behalf of any them shall have any liability for any other information, representation or warranty, provided that nothing in this paragraph shall exclude the liability of any person for any fraudulent misrepresentation made by that person;
4	no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability will be accepted by either of the Banks or any of their respective employees, affiliates, advisers or agents or any other person as to, or in relation to, the Press Announcement or the Prospectus or any other written or oral information made available to or publicly available to it (including the Placing Letter), any person acting on its behalf or any of its or their advisers of any of them, and any liability therefore is expressly disclaimed;
5	in making any decision to subscribe for the Placing Shares, confirms that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares. It further confirms that it 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, and is able to sustain a complete loss in connection with the Placing. It further confirms that it 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;
6	warrants and represents that it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription for the Placing Shares; and (d) made its investment decision based upon its own judgement, due diligence and analysis and not upon any view expressed or information provided by or on behalf of the Banks;
7	understands and agrees that it may not rely on any investigation that the Banks or any person acting on its behalf may or may not have conducted with respect to the Company, its group, or the Placing and the Banks have not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company, its group, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by the Banks or the Company for the purposes of this Placing;
8	understands and accepts that by offering it a Placing Participation, neither of the Banks is making any recommendations to or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, the Rights issue or otherwise and that it is not, and does not regard itself as, a client of either of the Banks in connection with the Placing and/or the Rights Issue, and that the Banks are acting solely for the Company in relation to the Placing and the Rights Issue and will not regard any other person as their client in relation to the Placing and Rights Issue and will not be responsible to it for providing the protections afforded to their clients or for advising it on the Placing and or the Rights Issue;
9	acknowledges and accepts that the Banks may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the ordinary shares of the Company and/or related instruments for their own account or otherwise and, except as required by applicable law or regulation, the Banks will not make any public disclosure in relation to such transactions;
10	acknowledges, undertakes and agrees with each of the Banks and the Company that where it is a related party of the Company for the purposes of the Listing Rules that (a) the acquisition of the Placing Shares comprised in its Placing Participation as provided for herein shall be conditional upon the approval of the Resolution at the EGM in relation to its subscription for such Placing Shares in the Placing, (b) it will not vote on such Resolution and will take all reasonable steps to ensure that its associates do not vote on such Resolution and (c) it will provide all information requested by either of the Banks or the Company for the purposes of completing the disclosure in the Prospectus in relation to it and its associates as required by the Listing Rules and the Prospectus Rules;
11	(a) is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) has power under its constitutional documents and has obtained all necessary authorities (including, without limitation, all relevant members' resolutions) to acquire and pay for the Placing Shares in the manner proposed and to enter into and perform its obligations pursuant to the Placing Letter and the Letter of Confirmation; (c) there are no governmental or regulatory consents or other third party approvals, authorisations or orders required (including, without limitation, any consent of the Board of Governors of the U.S. Federal Reserve System) in order for it to acquire and pay for the Placing Shares in the manner proposed and to enter into and perform it obligations pursuant to the Placing Letter and the Letter of Confirmation that have not been or will not prior to the issue of the Placing Shares have been obtained. It represents and warrants that it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the "FSMA") with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom. It undertakes that it will not make any offer to the public of the Placing Shares comprised within its Placing Participation for the purposes of the Prospectus Rules made by the Financial Services Authority pursuant to Commission Regulation (EC) No. 809/2004;
12	the entering into of the agreement constituted by the telephone conversation referred to above, the Placing Letter and the Letter of Confirmation and performance of its obligations pursuant thereto and the acquisition of and payment for the Placing Shares will comply with all agreements to which it is a party or by which it or any of its properties or assets are bound and which is material to its participation and its obligations in respect thereof. The Letter of Confirmation will have been duly authorised, executed and delivered by it and the agreement constituted by its telephone conversation, this Placing Letter and the Letter of Confirmation constitutes the valid and legally binding agreement;
13	has funds available to pay to RBS Hoare Govett the full amounts referred to in and pursuant to the Placing Letter as and when due;
14	acknowledges and agrees that the Placing Shares are being offered and sold to it pursuant to Regulation S in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act. It acknowledges that the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
15	was outside of the United States during any offer or sale of the Placing Shares to it and it is acquiring the Placing Shares in an "offshore transaction" (within the meaning of Regulation S);
16	understands and agrees that if in the future it decides to dispose of any of the Placing Shares, it may do so only in compliance with the Securities Act and applicable state securities laws and the securities laws of any other relevant jurisdiction, as then in effect;
17	is acquiring the Placing Shares for its own account (or for the account of its affiliates or funds managed by it or its affiliates with respect to which it has investment discretion), not with a view to, or for resale in connection with, the distribution thereof or the distribution of the Placing Shares, into the United States. It represents and warrants that, if it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire such Placing Shares on their behalf;
18	is not resident or domiciled in or a national of the United States or any of the Excluded Territories nor is it acquiring the Placing Shares for the benefit of such a person or with a view to resale to such a person;
19	warrants that (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) in the course of its business and a qualified investor within the meaning of section 85(7) of the FSMA, (ii) if in the UK, it is a person of a kind described in articles 19(5) or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), (iii) if it is a resident in the EEA, it is a 'Qualified Investor' within the meaning of the law in the Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC); and (iv) it does not intend to offer or sell or otherwise deal with the Placing Shares in any way which would result in an offer to the public in the UK within the meaning of the FSMA or in any other jurisdiction or require registration or prospectus publication or similar actions in the UK or any other jurisdiction;
20	is aware of, has complied with and will continue to comply with any obligations it has under the Criminal Justice Act 1993, section 118 of the FSMA and the Proceeds of Crime Act 2002 to the extent applicable to it. It is also aware of its obligations in connection with money laundering under the Proceeds of Crime Act 2002 and it complied with the Money Laundering Regulations 1993, 2003 and 2007 and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as required by relevant law and regulations;
21	represents and warrants that it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other Placee or any other person in relation to the Company;
22	to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Press Announcement;
23	warrants that it is a sophisticated investor with knowledge and experience in financial and business matters, including but not limited to sales and purchases of securities, as to be capable of evaluating the merits and risks of the Placing Shares;
24	warrants that it has independently, without reliance upon any other party and based on such information it has deemed appropriate in your independent judgment, made its own analysis and decision with respect to its investment in the Placing Shares;
25	represents and warrants that it is not a person whose business is or includes, issuing depository receipts or a person whose business is, or includes, the provision of clearance services for the purchase or sale of securities or a nominee of any such person;
26	has made its own independent investigation and appraisal of the business, results, financial condition, prospects, creditworthiness, status and affairs of the Company and it has made its own investment decision to acquire the Placing Shares;
27	has read, agreed with, understood and accepted the terms and conditions of this letter and the Press Announcement and, accordingly, to have irrevocably agreed in accordance with such terms and conditions to acquire and pay for the number of Placing Shares comprised in its Placing Participation and its related rights under the Rights Issue in full;
28	acknowledges that neither the Company nor any of its affiliates nor any other person (including the Banks or any of their affiliates) has made any representations, express or implied, to it with respect to the Company, the Placing Shares or the accuracy, completeness or adequacy of any financial or other information concerning the Company or the Placing Shares, other than (in the case of the Company and its affiliates only) the information contained or incorporated by reference in the Press Announcement. It acknowledges that it has not relied on any information contained in any research reports prepared by the Banks or any of their respective affiliates;
29	declares that sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services) do not apply on your acquisition of Placing Shares (or that if this is not applicable it has informed us in writing of its status for stamp duty and stamp duty reserve tax purposes);
30	acknowledges that any agreements entered into by it pursuant to these terms and conditions, including any non-contractual obligations arising out of or in connection with these terms and conditions, 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 or non-contractual obligation, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or any of the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
31	agrees that the Company, the Banks and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to each of the Banks on its own behalf and on behalf of the Company and are irrevocable;
32	acknowledges that time shall be of the essence as regards obligations pursuant to this Announcement; and
33	agrees to indemnify on an after-tax basis and hold the Company, each of the Banks and their respective affiliates harmless, on an after-tax basis, from any and all costs, claims, liabilities, losses and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

The above representations, warranties and undertakings are incorporated by reference into the Placing Letter and in the event of any inconsistency between the representations, warranties and undertakings set out in this Appendix and those set out in the Placing Letter, the representations, warranties and undertakings set out herein shall take precedence and prevail.

The agreement to settle a Placee's Placing Participation (and/or the participation of a person for whom such Placee is contracting as agent) free of UK stamp duty and UK stamp duty reserve tax depends on the settlement relating only to subscription by it and/or such person direct from the Company or from RBS Hoare Govett (as nominee or agent for the Placees) for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed to or purchased for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, UK stamp duty or UK stamp duty reserve tax may be payable, for which neither the Company nor RBS Hoare Govett will be responsible. If this is the case, the relevant Placee should seek its own advice and notify RBS Hoare Govett accordingly.

In addition, Placees should note that they will be liable for any UK stamp duty and UK stamp duty reserve tax 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 subscribe for any Placing Shares.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that either Bank or any of their affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with RBS Hoare Govett, any money held in an account with RBS Hoare Govett 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 rules and regulations of the FSA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from RBS Hoare Govett's money in accordance with the client money rules and will be used by RBS Hoare Govett in the course of its own business; and the Placee will rank only as a general creditor of RBS Hoare Govett.

All times and dates in this Announcement may be subject to amendment. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. For the avoidance of doubt, the commitments, representations, warranties and undertakings of any Placee under the Placing are not conditional on any of the expected dates in this Announcement actually being achieved. RBS Hoare Govett shall notify the Placees and any person acting on behalf of the Placees of any changes.

10. General

The Prospectus will give further details of the Firm Placed Shares, the Nil Paid Rights, the Fully Paid Rights and the New Shares (together "the Securities") to be offered pursuant to the Firm Placing and the Rights Issue.

A copy of the Prospectus when published will be available from the registered office of e2v at 106 Waterhouse Lane, Chelmsford, Essex CM1 2QU during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excepted) and from the offices of Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT. The Prospectus will also be available on the Company's website, www.e2v.com

This announcement is not a prospectus but an advertisement and investors should not subscribe for any Securities referred to in this announcement except on the basis of the information contained in the Prospectus.

This announcement does not constitute an offer to sell, or a solicitation of an offer to subscribe for any Securities being issued in connection with the Firm Placing and the Rights Issue, in any jurisdiction in which such offer or solicitation is unlawful.

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, South Africa or Switzerland or any other jurisdiction where the same would be unlawful. This announcement does not constitute, or form a part of, any offer or solicitation to purchase or subscribe for securities in the United States. The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of any of the Securities in the United States. The Securities have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Securities or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence.

The Securities will not be registered under the securities laws of Australia, Canada, Japan, New Zealand, South Africa or Switzerland and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. There will be no public offer in any of Australia, Canada, Japan, New Zealand, Switzerland or South Africa.

Rothschild and RBS Hoare Govett , each of which is authorised and regulated in the United Kingdom by the FSA, are acting exclusively for the Company and no one else in connection with the Firm Placing and the Rights Issue and Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Firm Placing and the Rights Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Firm Placing and the Rights Issue and admission or any matters referred to in this announcement.

This announcement has been issued by and is the sole responsibility of the Company. None of Rothschild nor RBS Hoare Govett (or any of their respective affiliates or agents) accept any responsibility whatsoever for, and make no representation or warranty, express or implied, in relation to, the contents of this announcement (including its accuracy, completeness or verification) or any other statement made or purported to be made by them, or on their behalf, in connection with the Company, the Firm Placed Shares, the Firm Placing, the Nil Paid Rights, the Fully Paid Rights, the New Shares or the Rights Issue. Each of Rothschild and RBS Hoare Govett accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise in respect of this announcement or any such statement.

Neither the content of e2v's website nor any website accessible by hyperlinks on e2v's website is incorporated in, or forms part of, this announcement.

The distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letters and/or the transfer of Securities into jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company or any of Rothschild or RBS Hoare Govett that would permit an offering of such rights or shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement contains certain forward-looking statements which may include reference to one or more of the following: the Group's financial condition, results of operations, cashflows, dividends, financing plans, business strategies, operating efficiencies or synergies, budgets, capital and other expenditure, competitive positions, growth opportunities for existing products, sales, prices of products, plans and objectives of management and other matters. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "annualised", "goal", "target", "aim", "may", "will", "would", "could" or "should" (or in each case, their negative or other variations or comparable terminology). Statements in this announcement that are not historical facts are hereby identified as "forward-looking statements". Such forward-looking statements, including, without limitation, those relating to future business prospects, revenue, liquidity, capital needs, expected cost savings, interest costs and income, in each case relating to e2v, wherever they occur in this announcement, are not necessarily based on assumptions reflecting the views of e2v and involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. Such forward-looking statements should, therefore, be considered in the light of various important factors. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation: economic and business cycles, the terms and conditions of e2v's financing arrangements, including fluctuations in interest rates, foreign currency rate fluctuations, competition in e2v's principal markets, acquisitions or disposals of businesses or assets and trends in e2v's principal industries and markets and the impact of the acceleration of the Group's "Fit for the Future" restructuring programme.

These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, that may cause actual results to differ materially from any future results or developments expressed or implied from the forward-looking statements.

These forward-looking statements speak only as of the date of this announcement. The information and opinions contained in this announcement are subject to change without notice and, subject to any obligations under the Prospectus Rules, Listing Rules or the Disclosure and Transparency Rules, and save as required by law, e2v assumes no responsibility or obligation to update publicly or review any of the forward-looking statements contained herein and expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in e2v's expectations with regard thereto or any change in events, conditions or circumstances on which such statement is based. 

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

 

"2008/2009 Financial Year"		the financial year ended 31 March 2009
"2008/2009 Half Year"		the six months ended 30 September 2008
"2009/2010 Financial Year"		the financial year ending 31 March 2010
"2009/2010 Half Year"		the six months ended 30 September 2009
"Admission"		Admission to Listing and Admission to Trading and a reference to Admission becoming "effective" is to be construed in accordance with the Listing Rules or the Admission and Disclosure Standards of the London Stock Exchange (as applicable)
"Board"		the board of directors of the Company
"Business Day"		any day on which banks are generally open for the transaction of business in the City of London, other than a Saturday or Sunday or a public holiday
"City Code"		the City Code on Takeovers and Mergers
"Company" or "e2v"		e2v technologies plc
"Directors"		the Executive Directors and Non-Executive Directors
"Disclosure and Transparency Rules"		the disclosure rules and transparency rules as published by the FSA under section 73A of FSMA
"Euroclear"		Euroclear UK & Ireland Limited (formerly CRESTCo Limited), the operator of CREST
"Existing Facilities Agreement"		the existing facilities agreement
"Existing Lending Facilities"		the lending facilities provided under the Existing Facility Agreement
"Firm Placed Shares"		the 31,428,571 New Shares proposed to be allotted and issued by the Company pursuant to the Firm Placing
"Firm Placing"		the firm placing of Firm Placed Shares with Placees as described in this document
"FSA"		the Financial Services Authority
"FSMA"		the Financial Services and Markets Act 2000
"Fully Paid Rights"		rights to acquire the New Shares, fully paid
"Group" or "e2v Group"		the Company and its subsidiaries and subsidiary undertakings from time to time
"Listing Rules"		the listing rules and regulations made by the UKLA under section 73A of FSMA
"London Stock Exchange" or "LSE"		London Stock Exchange plc
"Memorandum of Association" or "Memorandum"		the memorandum of association of the Company
"New Facilities Agreement"		the new facilities agreement
"New Lending Facilities"		the lending facilities provided under the New Facilities Agreement
"New Shares"		up to 120,854,782 new Shares proposed to be allotted and issued by the Company pursuant to the Rights Issue
"Nil Paid Rights"		rights to acquire the New Shares, nil paid
"Notice"		the formal notice convening the General Meeting
"Official List"		the Official List of the UKLA
"Placees"		those persons who have agreed to subscribe for Firm Placed Shares
"Placing Price"		70 pence per Firm Placed Share
"Prospectus Rules"		the rules made for the purpose of Part VI of FSMA in relation to the offers of transferable securities to the public and admission of transferable securities to trading on a regulated market and brought into effect on 1 July 2005 pursuant to Commission Regulation (EC) No. 809/2004
"Provisional Allotment Letter"		the renounceable provisional allotment letter expected to be sent to Qualifying Non-CREST Shareholders in respect of the New Shares to be provisionally allotted to them pursuant to the Rights Issue
"Qualifying Shareholders"		holders of Shares on the Company's register of members on the Record Date (but excluding any Excluded Overseas Shareholder)
"RBS Hoare Govett"		RBS Hoare Govett Limited, 250 Bishopsgate, London EC2M 4AA
"Record Date"		the close of business on 18 November 2009
"Resolutions"		the resolutions to be proposed at the General Meeting in connection with the Firm Placing and the Rights Issue as set out in the Notice
"Rights Issue"		the proposed issue by way of rights of New Shares to Qualifying Shareholders and Placees on the basis described in this document and, in the case of Qualifying Non-CREST Shareholders, in the Provisional Allotment Letter
"Rights Issue Price"		28 pence per Rights Issue Share
"Rothschild"		N M Rothschild & Sons Limited, New Court, St. Swithin's Lane, London EC4P 4DU
"Securities Act"		the United States Securities Act of 1933, as amended
"Shareholder"		a holder of Shares
"Shares"		ordinary shares of 5 pence each in the capital of the Company
"UK" or "United Kingdom"		the United Kingdom of Great Britain and Northern Ireland
"UKLA" or "UK Listing Authority"		the Financial Services Authority, acting in its capacity as the competent authority for the purposes of Part VI of FSMA
"Underwriting and Sponsor Agreement"		the conditional agreement dated 29 October 2009 entered into by the Company, Rothschild and RBS Hoare Govett in relation to the Rights Issue
"US" or "United States"		the United States of America, its territories and possessions, any State of the United States and the District of Columbia

End

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