Eco (atlantic) Regulatory News (ECO)

22 Jun 2007 07:04

EcoSecurities Group plc22 June 2007 THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF IRELAND OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL ECOSECURITIES GROUP PLC CARBON MARKET LEADER ECOSECURITIES GROUP PLC ANNOUNCES PLANS TO RAISE UP TO €100 MILLION THROUGH CREDIT SUISSE STRATEGIC EQUITY STAKE AND PROPOSED INSTITUTIONAL SHARE PLACING Dublin, Ireland - EcoSecurities Group plc ("EcoSecurities", or the "Company"),one of the world's leading companies in the business of originating,implementing and commercialising carbon credits from greenhouse gas emissionreduction projects, and Credit Suisse, a leading global investment bank, todayannounces that Credit Suisse will make a strategic investment of approximately€44.0 million (£29.6 million) in the Company (the "Strategic Investment"). Inaddition, EcoSecurities announces a proposed institutional placing of newordinary shares of 0.25 cents each in the capital of the Company (the "OrdinaryShares") to raise up to €56.0 million (£37.7 million) and a placing of up to 9.4million existing Ordinary Shares (the "Institutional Placing"). Highlights • Credit Suisse International ("CSI"), a subsidiary of Credit Suisse, a leading global investment bank, will subscribe for approximately 9.2 million new Ordinary Shares at a price of 320 pence per share, calculated with reference to the volume weighted average price over the previous 15 trading days, representing approximately 9.0 per cent of the issued share capital of EcoSecurities following completion of that subscription. • The Strategic Investment will raise cash proceeds of approximately €44.0 million (£29.6 million) for the Company. • EcoSecurities' directors anticipate the Strategic Investment will provide opportunities for the Company and Credit Suisse's energy franchise to develop a long-term relationship. This relationship will involve co-operation on a broad range of projects across the world focusing on, but not limited to, carbon credit and emission reduction origination and trading. • The proposed Institutional Placing will comprise a placing of new Ordinary Shares to raise up to €56.0 million (£37.7 million) and a placing with institutional investors of up to 9.4 million existing Ordinary Shares. • Proceeds of up to €100.0 million (£67.2 million) from the Institutional Placing and the Strategic Investment will be utilised in the expansion of EcoSecurities' current business activities and the pursuit of new carbon market opportunities, including acquisitions of carbon credit portfolios or companies, accelerated expansion into the rapidly evolving US carbon market, further expansion into voluntary carbon markets in Europe, and establishment of a carbon credit secondary trading desk. Strategic Investment Pursuant to a subscription agreement entered into today with CSI (the "Subscription Agreement"), CSI will subscribe for approximately 9.2 million newOrdinary Shares at a price of 320 pence per share, representing approximately9.9 per cent of the current issued share capital of EcoSecurities andapproximately 9.0 per cent of EcoSecurities' issued share capital followingcompletion of the Subscription Agreement. The Strategic Investment will raisecash proceeds of approximately €44.0 million (£29.6 million) for the Company. EcoSecurities and Credit Suisse believe that their strategic partnership willprovide opportunities for the two organisations to develop a relationship basedon a mutual "partner of choice" status leveraging both parties' respectivestrengths. Specific areas of intended cooperation include: • development of carbon credit origination opportunities through Credit Suisse's extensive network of clients; • a facility for the origination of emission reduction projects of up to €1.0 billion (£672.4 million); • development of carbon credit commercialisation products to increase the liquidity of EcoSecurities' carbon credit portfolio; • co-investments and joint ventures in emission reduction projects; • sourcing third party finance for investment in projects; • development and issuance of carbon linked securities; and • further expansion of EcoSecurities' business in the US and the voluntary emission reduction markets. Application will be made for the new Ordinary Shares to be issued to CSI to beadmitted to trading on the AIM market of the London Stock Exchange plc ("AIM")(pursuant to Rule 6 of the AIM Rules for Companies) ("Admission"). Credit Suisse has also agreed not to increase its shareholding above 9.9 percent of the Company's issued share capital without the prior consent of theCompany, save in certain circumstances, including an announcement by a thirdparty of an offer for the Company, or the proposed acquisition of 30 per cent ormore of the Company's issued share capital. The Company has granted CreditSuisse the right to hold up to 9.9 per cent. of the Company's issued sharecapital, including, inter alia, through participation in non-pre-emptive offersmade by the Company. "We are excited to invest in EcoSecurities, one of the leading players in theglobal carbon market, and are committed to forging a strong partnership. Thistransaction reflects yet another important milestone in Credit Suisse'slong-standing commitment to sustainability, and expands our leadership in thecarbon market, while underscoring our deep commitment to this important highgrowth sector," said Paul Calello, CEO of Credit Suisse's Investment Bank. "Whether we're advising clients in the clean energy space, or sourcing carboncredits in emerging markets and distributing them to investors worldwide, CreditSuisse is committed to finding innovative ways to benefit the environment aswell as our clients, shareholders and employees." "Our partnership with EcoSecurities brings together the complementarycapabilities, relationships and resources of two leaders in the carbon market,"said Paul Ezekiel, Managing Director and Head of Credit Suisse's carbon tradingbusiness. "Through this strategic relationship, our firms are ideallypositioned to serve the needs of companies and governments aiming to reducecarbon emissions or comply with environmental regulations, while at the sametime providing investors with financial opportunities related to global climatechange." EcoSecurities is being advised by Lazard & Co., Limited ("Lazard") in relationto the Strategic Investment. Institutional Placing The proposed Institutional Placing will comprise a fundraising of up to €56.0million (£37.7 million) from a placing of new Ordinary Shares in the capital ofEcoSecurities, and a placing with institutional investors of up to 9.4 millionexisting Ordinary Shares by certain existing shareholders (the "SellingShareholders"). Proceeds of up to €100.0 million (£67.2 million) from the Strategic Investmentand the Institutional Placing will be utilised in the expansion of currentbusiness activities and pursuit of new carbon market opportunities. The proceeds are expected to be allocated to the following: • Certified Emission Reduction ("CER") origination structures, such as co-investment in emission reduction projects; • acquisition of carbon credit portfolios or companies developing emission reduction projects increasing the scale and reach of EcoSecurities' carbon credit portfolio; • accelerated expansion into the rapidly evolving US carbon market; • further expansion into voluntary carbon markets in Europe; • direct investment in emission reduction projects to leverage EcoSecurities' origination network; and • establishment of a CER secondary trading desk to provide increased liquidity to project clients and compliance buyers. The existing Ordinary Shares proposed to be sold under the Institutional Placingwill represent up to 9.2 per cent. of the issued share capital of EcoSecuritiesimmediately prior to the Institutional Placing and following Credit Suisse'sinvestment in the Company. The sale of existing shares by the SellingShareholders in the Company represents the first such sale in the history of theCompany, including during its initial public offering 18 months ago. Theexisting shares being sold represent approximately 17 per cent. of the currentaggregate beneficial interests of the Selling Shareholders (assuming fulltake-up under the Institutional Placing of such shares). The Institutional Placing will be marketed by Hoare Govett Limited ("HoareGovett"). Bookbuilding will commence today. The book is expected to close at orbefore 4:30pm (London time) on 2 July 2007. The placing price and the exactnumber of Ordinary Shares to be placed are expected to be announced at or before8:00am (London time) on 3 July 2007. Hoare Govett reserves the right to closethe book at any earlier date and to accept bids that are received after thebookbuilding process has ended. The Institutional Placing will not beunderwritten by Hoare Govett. The new Ordinary Shares to be issued pursuant to the Strategic Investment andInstitutional Placing will rank pari passu in all respects with EcoSecurities'existing Ordinary Shares including the right to all dividends and distributionsdeclared, made or paid after their date of issue. Applications will be made forsuch Ordinary Shares to be admitted to trading on AIM (pursuant to Rule 6 of theAIM Rules for Companies). Admission of the new Ordinary Shares being issuedpursuant to the Strategic Investment is expected to occur on or around 8.00am on29 June 2007. Admission of the new Ordinary Shares being issued pursuant to theInstitutional Placing is expected to occur on or around 8.00am on the dayfollowing an extraordinary general meeting of the Company to be convened afterthe bookbuilding period (the "EGM"). The placing of new Ordinary Shares under the Institutional Placing isconditional, inter alia, on completion of the Subscription and on the approvalby the Company's shareholders of the resolutions set out in the notice conveningthe EGM. It is expected that the EGM will be held on 26 July 2007. A circularwill be sent to shareholders at the conclusion of the bookbuilding process. Further details of the Institutional Placing are contained in the Appendix tothis Announcement. Current Trading • The development of the Company's core business continues to progress.During 2007, the Company has continued to grow the origination, implementationand commercialisation of its carbon credit portfolio. • Clean Development Mechanism ("CDM") project origination has progressedsteadily with the gross contract volume of the Company's emission reductionprojects increasing to 178 million carbon credits at present - an increase ofapproximately 14 per cent. since 31 December 2006. In line with the Company'spolicy of continually assessing the projects within the portfolio for expectedCER generation, this amount takes into account volume adjustments. As projectsprogress through the CDM implementation cycle and become operational,EcoSecurities' confidence in project volumes and individual project performancebecomes more certain. • The Company is seeing increasing competition for projects in certainmarkets and project types derived from overall expansion and investment in theindustry, though impact on origination volumes and pricing has not beenmaterial. • On a net entitlement basis the CER portfolio has grown by 22 per cent.to 155 million tonnes since 31 December 2006, reflecting the Company's focus onthe acquisition of carbon credits through principal agreements. • The CDM project portfolio remains highly diversified by geography,technology and CDM methodology, with a total of 422 projects, up from 353 as at31 December 2006. The projects are located in 35 countries and encompass 18different technologies. Continued diversification of the portfolio has been akey factor in mitigating portfolio risk and in the Company's strong forwardsales pricing. • CDM project implementation continues to progress. Of the 422 projectsin the portfolio, at present 348 are now financed, 122 are under constructionand 135 are operational. At present, 69 projects have been registered with theCDM Executive Board, up from 53 as at 31 December 2006. These results wereachieved notwithstanding the challenges presented by the process of CDM projectvalidation, host country approval and CDM Executive Board registration. Capacityto process project validations and verifications by Designated OperationalEntities as well as project registration submissions with the CDM ExecutiveBoard, remains constrained given the large increase in the overall CDM market. • To date EcoSecurities has pre-sold €410 million (£276 million) ofCERs, predominantly to large corporate and government buyers. Purchasers havecommitted to these volumes and when CER deliveries are made this will produce asteady stream of revenues for the Company from 2008 through to 2013 (deliveriesin 2013 primarily relate to buyers' compliance obligations in 2012). Theexpected net trading margin on current forward CER sales of 34 million tonnesnow totals €178 million (£121 million). • The Company's financial performance for the year to date is in linewith management's expectations. Board of Directors Following the Institutional Placing, Credit Suisse will appoint a non-executivedirector to the Board, while Brent Bechtle, previously appointed to the Board byCargill, and Jesse Fink, previously appointed to the Board by MSM CapitalPartners, will step down as non-executive directors of EcoSecurities.EcoSecurities intends to recruit additional non-executive directors in duecourse. Comment Commenting on the transaction, Bruce Usher, CEO of EcoSecurities, said: "This investment by a pre-eminent investment bank engaged in the carbon marketrepresents a significant endorsement of the strength of our business andstrategy within the rapidly developing carbon market. We are excited by theopportunities that EcoSecurities will capture with the additional capital thatthese transactions will supply and the expertise that Credit Suisse can provideas a partner. They will give EcoSecurities the ability to simultaneouslyconsolidate our lead in the core CDM market, while accelerating our move intonew growth markets that have materialized since our initial public offering 18months ago. These include rapid developments in the US and voluntary markets,post 2012 market opportunities, secondary carbon credit trading, and theopportunity to invest directly in underlying projects and businesses. Thecarbon markets are growing rapidly and EcoSecurities is well positioned as aleader in the industry to capitalize on new opportunities." CDM = Clean Development Mechanism, the provision of the Kyoto Protocol thatgoverns project level carbon credit transactions between developed anddeveloping countries. CER = Certified Emission Reduction, carbon credits created by Clean DevelopmentMechanism projects. One CER corresponds to 1 tonne of CO2e emission reductions. EU ETS = European Union Emissions Trading Scheme, a market based 'cap and trade'system for green house gases adopted by the European Union member states. Net Trading Margin = The resulting gross profit on the sale of CERs less thedirect purchase cost. VER = Voluntary or Verified Emission Reduction, carbon credits created byemission reduction projects. One VER corresponds to 1 tonne of CO2e emissionreductions. Enquiries EcoSecuritiesBruce Usher, CEO +353 1613 9814Pedro Moura Costa, COO and PresidentJack MacDonald, CFO Credit SuisseBruce Corwin +1 212 325 0932 Lazard & Co., Limited (financial adviser to EcoSecurities)Peter Warner +44 (0)207 187 2681 Hoare Govett Limited (NOMAD and corporate broker to EcoSecurities)Hugo Fisher +44 (0)207 678 8000Lee Morton Citigate Dewe RogersonKevin Smith / Ged Brumby +44 (0) 20 7638 9571 Notes to Editors EcoSecurities is one of the world's leading companies in the business oforiginating, developing and trading carbon credits. EcoSecurities structures andguides greenhouse gas emission reduction projects through the Kyoto Protocol,working with both project developers and buyers of carbon credits. EcoSecurities works with companies in developing and industrialising countriesto create carbon credits from projects that reduce emissions of greenhousegases. EcoSecurities has experience with projects in the areas of renewableenergy, agriculture and urban waste management, industrial efficiency, andforestry. With a network of offices and representatives in 35 countries on fivecontinents, EcoSecurities has amassed one of the industry's largest and mostdiversified portfolios of carbon projects. EcoSecurities also works with companies in the developed world to assist them inmeeting their greenhouse gas emission compliance targets. Utilising its highlydiversified carbon credit portfolio, EcoSecurities is able to structure carboncredit transactions to fit compliance buyers' needs, and has executedtransactions with both private and public sector buyers in Europe, North Americaand Japan. Working at the forefront of carbon market development, EcoSecurities has beeninvolved in the development of many of the global carbon market's most importantmilestones, including developing the world's first CDM project to be registeredunder the Kyoto Protocol. EcoSecurities' consultancy division has been at theforefront of significant policy and scientific developments in this field.EcoSecurities has been recognised as the world's leading greenhouse gas advisoryfirm over the last five years by reader surveys conducted by EnvironmentalFinance Magazine. EcoSecurities Group plc is listed on the London Stock Exchange AIM (ticker ECO).Additional information is available at www.EcoSecurities.com. As one of the world's leading banks, Credit Suisse provides its clients withinvestment banking, private banking and asset management services worldwide.Credit Suisse offers advisory services, comprehensive solutions and innovativeproducts to companies, institutional clients and high-net-worth private clientsglobally, as well as retail clients in Switzerland. Credit Suisse is active inover 50 countries and employs approximately 45,000 people. Credit Suisse'sparent company, Credit Suisse Group, is a leading global financial servicescompany headquartered in Zurich. Credit Suisse Group's registered shares (CSGN)are listed in Switzerland and, in the form of American Depositary Shares (CS),in New York. Further information about Credit Suisse can be found atwww.credit-suisse.com. In its Investment Banking business, Credit Suisse offers securities products andfinancial advisory services to users and suppliers of capital around the world.Operating in 57 locations across 26 countries, Credit Suisse is active acrossthe full spectrum of financial services products including debt and equityunderwriting, sales and trading, mergers and acquisitions, investment research,and correspondent and prime brokerage services. Lazard & Co., Limited is acting as financial adviser exclusively forEcoSecurities in connection with the Strategic Investment and no-one else andwill not be responsible to anyone other than EcoSecurities for providing theprotections offered to clients of Lazard & Co., Limited nor for providing advicein relation to the Strategic Investment. Hoare Govett is acting as nominated adviser and corporate broker exclusively forEcoSecurities in connection with the Strategic Investment and the InstitutionalPlacing and no-one else and will not be responsible to anyone other thanEcoSecurities for providing the protections offered to clients of Hoare Govettnor for providing advice in relation to the Strategic Investment and theInstitutional Placing. Hoare Govett's responsibilities as EcoSecurities' nominated adviser under theAIM Rules for Nominated Advisers will be owed solely to the London StockExchange plc and are not and will not be owed to EcoSecurities or to anydirector or proposed director of EcoSecurities or to any other person. Norepresentation or warranty, express or implied, is made by Hoare Govett as toany of the contents of this Announcement. This Announcement does not constitute an offer to sell or an invitation tosubscribe for, or the solicitation of an offer to buy or to subscribe for,Ordinary Shares in any jurisdiction in which such an offer or solicitation isunlawful and is not for distribution in or into Canada, Japan, the UnitedStates, the Republic of Ireland or Australia (the "Prohibited Territories") orto U.S. persons (within the meaning of Regulation S of the United Securities Act1933 (as amended) (the "Securities Act"). The Ordinary Shares have not been andwill not be registered under the Securities Act or under the applicablesecurities laws of any state in the United States or any Prohibited Territoryand, unless an exemption under such Acts or laws is available, may not beoffered for sale or subscription or sold or subscribed directly or indirectlywithin the Prohibited Territories or for the account or benefit of any national,resident or citizen of the Prohibited Territories. The distribution of thisAnnouncement in other jurisdictions may be restricted by law and thereforepersons into whose possession this Announcement comes should inform themselvesabout and observe any such restrictions. Any failure to comply with theserestrictions may constitute a violation of the securities laws of suchjurisdictions. The contents of this Announcement are not to be construed as legal, financial ortax advice. If necessary, each recipient of this Announcement should consulthis, her or its own legal adviser, financial adviser or tax adviser for legal,financial or tax advice. This Announcement has been issued by, and is the sole responsibility of,EcoSecurities. Neither Hoare Govett nor Lazard nor any of their respectiveaffiliates and agents shall have any liability for any information contained inthis Announcement. This Announcement contains certain statements that are or may beforward-looking. These statements typically contain words such as ''intends'', ''expects'', ''anticipates'', ''estimates'' and words of similar import. By theirnature, forward-looking statements involve risk and uncertainty because theyrelate to events and depend on circumstances that will occur in the future andtherefore undue reliance should not be placed on such forward-lookingstatements. Forward-looking statements speak only as of the date they are madeand neither the Company, Hoare Govett, Lazard nor any other person undertakesany obligation to update publicly any of them in light of new information orfuture events except as required by the AIM Rules. There are a number of factorsthat could cause actual results and developments to differ materially from thoseexpressed or implied by such forward-looking statements. THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN REGISTERED WITH,RECOMMENDED, APPROVED OR DISAPPROVED BY ANY UNITED STATES FEDERAL OR STATESECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOINGAUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THISANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THEUNITED STATES. APPENDIX: TERMS AND CONDITIONS OF THE INSTITUTIONAL PLACING THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS NOT FOR RELEASE, PUBLICATION ORDISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA,AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF IRELAND OR ANY JURISDICTION IN WHICHSUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL IMPORTANT INFORMATION FOR PLACEES ONLY Eligible participants in the bookbuilding process and the Institutional Placing MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE INSTITUTIONALPLACING. THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SETOUT HEREIN ARE DIRECTED ONLY AT PERSONS WHO HAVE PROFESSIONAL EXPERIENCE INMATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") ORARE PERSONS FALLING WITHIN ARTICLE 49(2) ("HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS ETC) OF THE ORDER OR TO WHOM IT MAY OTHERWISELAWFULLY BE COMMUNICATED AND ARE PERSONS WHO FALL WITHIN PARAGRAPH (7) OFSECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (ALL SUCH PERSONSTOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN AND ITS CONTENTS MUST NOTBE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENTOR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THIS APPENDIX AND THETERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANTPERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTINGTHIS ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVES THAT IT IS LAWFUL TODO SO. THIS ANNOUNCEMENT AND THIS APPENDIX DO NOT CONSTITUTE AN OFFER, OR FORMPART OF, ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES IN ECOSECURITIESGROUP PLC (THE "COMPANY"). THE NEW ORDINARY SHARES TO BE ISSUED BY THE COMPANY(THE "NEW ORDINARY SHARES") AND THE ORDINARY SHARES TO BE SOLD BY CERTAINSHAREHOLDERS IN THE COMPANY (THE "SALE SHARES" AND, TOGETHER WITH THE NEWORDINARY SHARES, THE "PLACING SHARES") THAT ARE THE SUBJECT OF THE INSTITUTIONALPLACING REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE USSECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR UNDER ANYAPPLICABLE STATE SECURITIES LAWS, AND ABSENT REGISTRATION MAY NOT BE OFFERED ORSOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR AS A PART OFA TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT AND THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITEDSTATES. THIS PLACING IS BEING MADE OUTSIDE THE UNITED STATES IN OFFSHORETRANSACTIONS (AS DEFINED IN REGULATION S OF THE SECURITIES ACT ("REGULATION S"))MEETING THE REQUIREMENTS OF REGULATION S AND MAY BE MADE WITHIN THE UNITEDSTATES TO A LIMITED NUMBER OF INSTITUTIONAL INVESTORS WHO ARE QUALIFIEDINSTITUTIONAL BUYERS ("QIBS") WITHIN THE MEANING OF RULE 144A UNDER THESECURITIES ACT ("RULE 144A") IN TRANSACTIONS THEY ARE EXEMPT FROM, OR NOTSUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT. Persons who are invited to and who choose to participate in the InstitutionalPlacing ("Placees") by making an oral offer to subscribe for or acquire PlacingShares will be deemed to have read and understood this Announcement (includingthis Appendix) in its entirety and to be making such offer on the terms andconditions contained in this Appendix, and to be providing the representations,warranties, agreements, acknowledgements and undertakings, in each case ascontained in this Appendix. In particular, each Placee represents, warrants and acknowledges that it: 1. is a Relevant Person; and 2. is subscribing for or acquiring the Placing Shares for its own account or issubscribing for or acquiring the Placing Shares for an account with respect towhich it exercises sole investment discretion and in either case not with a viewto, or for resale in connection with, the distribution thereof, in whole or inpart, in the United States and that: (i) it is not a "U.S. person", within themeaning of Regulation S under the Securities Act; or (ii) it (and any suchaccount) is a QIB as such term is defined in Rule 144A. This Announcement (including this Appendix) does not constitute or form part ofany offer or invitation to sell or issue, or any solicitation of any offer topurchase or subscribe for, any Placing Shares in the United States, Australia,Canada, Japan or the Republic of Ireland or in any other jurisdiction in whichsuch offer or solicitation is or may be unlawful and the information containedherein is not for publication or distribution to persons in the United States(including U.S. persons), Australia, Canada, Japan or the Republic of Ireland orany jurisdiction in which such publication or distribution is unlawful. Anyfailure to comply with these restrictions may constitute a violation of US,Australian, Canadian, Japanese or Irish securities laws. Persons receiving thisAnnouncement (including, without limitation, custodians, nominees and trustees)must not distribute, mail or send it in, into or from the United States, or usethe United States mails, directly or indirectly, in connection with the Placing,and by so doing may invalidate any related purported application for PlacingShares. The Placing Shares have not been and will not be registered under theSecurities Act or under the securities laws of any state or other jurisdictionof the United States, and, subject to certain exceptions from the appropriaterequirements of such jurisdiction, may not be offered, sold, resold ordelivered, directly or indirectly in or into the United States. No publicoffering of the Placing Shares is being made in the United States. The PlacingShares are being offered and sold (i) outside the United States in reliance onRegulation S under the Securities Act and (ii) to QIBs in a transaction exemptfrom, or not subject to, the registration requirements of the Securities Act. The distribution of this Announcement (including this Appendix) and the placingand/or issue of Ordinary Shares and/or the sale of Ordinary Shares (as definedbelow) in certain other jurisdictions may be restricted by law. No action hasbeen taken by the Company or Hoare Govett that would permit an offer of OrdinaryShares or possession or distribution of this Announcement (including thisAppendix) or any other offering or publicity material relating to such OrdinaryShares in any jurisdiction where action for that purpose is required. Personsinto whose possession this Announcement (including this Appendix) comes arerequired by the Company and Hoare Govett to inform themselves about and toobserve any such restrictions. Details of the Placing Agreement and the Placing Shares Hoare Govett has entered into a conditional placing agreement with the Companyand the Vendors (the "Placing Agreement") whereby Hoare Govett has, on the termsand subject to the conditions set out therein, agreed to use its reasonableendeavours as agent for and on behalf of the Company and the Vendors to procurePlacees for the Placing Shares. The New Ordinary Shares will when issued be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares of EUR0.0025 each of the Company (the "Ordinary Shares"), including the right toreceive all dividends and other distributions declared, made or paid in respectof such Ordinary Shares after the date of issue of the Placing Shares. Application for admission to trading Application will be made to the London Stock Exchange for Admission of the NewOrdinary Shares the AIM market of the London Stock Exchange plc. It is expectedthat Admission will take place and dealings in the New Ordinary Shares areexpected to commence on or around 27 July 2007. Bookbuilding process Commencing today, Hoare Govett is conducting a bookbuilding process (the "Bookbuilding Process") to determine demand for participation in theInstitutional Placing. This Appendix gives details of the terms and conditionsof, and the mechanics of participation in, the Institutional Placing. Nocommissions will be paid to Placees or by Placees in respect of their agreementto subscribe for or acquire any Placing Shares. Hoare Govett will be entitled to effect the Institutional Placing by suchalternative method to the Bookbuilding Process as it may, in its solediscretion, determine. To the fullest extent permissible by law, neither HoareGovett nor any holding company thereof, nor any subsidiary, branch or affiliateof Hoare Govett or any such holding company (each an "Affiliate") shall have anyliability to Placees (or to any other person whether acting on behalf of aPlacee or otherwise) in connection with the Institutional Placing or theBookbuilding Process or such alternative method of effecting the InstitutionalPlacing. In particular, neither Hoare Govett nor any Affiliate thereof shallhave any liability in respect of its conduct of the Bookbuilding Process or ofsuch alternative method of effecting the Institutional Placing as Hoare Govettmay determine. Participation in, and principal terms of, the Bookbuilding Process By participating in the Bookbuilding Process and the Institutional Placing,Placees will be deemed to have read and understood this Announcement (includingthis Appendix) in its entirety and to be participating and making an offer forPlacing Shares at the Placing Price on the terms and conditions, and to beproviding the representations, warranties, acknowledgements and undertakings,contained in this Appendix. A further announcement will be made following theclose of the Bookbuilding Process detailing the Placing Price at which thePlacing Shares are being placed. The circular to be prepared in connection with the Institutional Placing (the "Circular") is not expected to be available for a period which is estimated ataround 11 days from today and your commitment will be on the basis of theinformation in this Announcement (including this Appendix) and previouslypublished information on the Company. The Circular will contain a noticeconvening an Extraordinary General Meeting of the Company at which resolutionsto approve matters relating to the Placing will be proposed (the "Resolutions"). Hoare Govett reserves the right to scale back the number of Placing Shares to besubscribed for by any Placee in the event of oversubscription under the Placing. Hoare Govett reserves the right not to accept offers to subscribe for orpurchase Placing Shares or to accept such offers in part rather than in whole.The acceptance of offers shall be at the absolute discretion of Hoare Govett.If any of the Resolution is not passed, Hoare Govett reserves the right to scaleback the number of Placing Shares to be subscribed for by any Placee on a prorata basis. Hoare Govett (whether through itself or its Affiliates) is arranging the Placingas an agent of the Company (in respect of the New Ordinary Shares) and theVendors (in respect of the Sale Shares). Hoare Govett and its Affiliates are entitled to participate as principals in theBookbuilding Process. The Bookbuilding Process is expected to close no later than 4.30 p.m. Londontime on 2 July 2007, but may be closed earlier at the sole discretion of HoareGovett. Hoare Govett may, at its sole discretion, accept bids that are receivedafter the Bookbuilding Process has closed. The Institutional Placing will not be underwritten by Hoare Govett. A bid in the Bookbuilding Process will be made on the terms and conditions inthis Appendix and will not be capable of variation or revocation after the closeof the Bookbuilding Process. A person who wishes to participate in the Bookbuilding Process shouldcommunicate its offer by telephone to its usual sales contact at ABN AMRO BankN.V. (London branch) or Lee Morton at Hoare Govett on +44 (0)207 678 1139. Ifsuccessful, an allocation will be confirmed orally to such person following theclose of the Bookbuilding Process, and a contract note setting out settlementinstructions will be dispatched as soon as possible thereafter. Hoare Govett'soral confirmation will constitute a legally binding commitment upon such person(who will at that point become a Placee) to subscribe for or purchase the numberof Placing Shares allocated to that Placee on the terms and conditions set outin this Appendix and in accordance with the Company's memorandum and articles ofassociation. Each Placee's obligations will be owed to the Company (in respectof the New Ordinary Shares) and the Vendors (in respect of the Sale Shares) andto Hoare Govett through whom such Placee submitted its offer. Each Placee willalso have an immediate, separate, irrevocable and binding obligation, owed toHoare Govett and the Company, to pay to it (or as it may direct) in clearedfunds an amount equal to the product of the Placing Price and the number ofPlacing Shares such Placee has agreed to subscribe for. All obligations under the Institutional Placing will be subject to fulfilment ofthe conditions referred to below under "Conditions of the Institutional Placing". Conditions of the Institutional Placing The Institutional Placing is conditional on the Placing Agreement becomingunconditional in all respects and not having been terminated in accordance withits terms. The obligations of Hoare Govett under the Placing Agreement areconditional, inter alia, upon: (a) the posting of the Circular in accordance with the terms of the PlacingAgreement, expected for this purpose to occur on or around 3 July 2007; (b) the approval by the Company's shareholders of the resolutions set out in thenotice convening an Extraordinary General Meeting of the Company expected to beheld on or around 26 July 2007; (c) the subscription agreement to be entered into between the Company and CreditSuisse International relating to the subscription of certain new Ordinary Sharesin the capital of the Company (the "Subscription Agreement") being completed inaccordance with its terms; (d) the resolutions to be proposed at the Extraordinary General Meeting of theCompany expected to be convened for this purpose on or around 26 July 2007having been passed thereat without any amendment; and (e) Admission taking place in accordance with the terms of the PlacingAgreement, which is expected to occur on or around 8.00 a.m. on 27 July 2007. If (a) any of the conditions contained in the Placing Agreement are notfulfilled or waived by Hoare Govett by the respective time or date wherespecified (or such later time or date as Hoare Govett and the Company may agreebut not later than 3.00 p.m. on 6 August 2007 (the "Long Stop Date") or (b) thePlacing Agreement is terminated in the circumstances specified below, theInstitutional Placing will lapse and the Placees' rights and obligationshereunder shall cease and terminate at such time and each Placee agrees that noclaim can be made by or on behalf of the Placee (or any person on whose behalfthe Placee is acting) in respect thereof. By participating in the Bookbuilding Process, each Placee agrees that its rightsand obligations cease and terminate only in the circumstances described aboveand will not be capable of rescission or termination by it. Hoare Govett may, at its discretion and upon such terms as it thinks fit, waivecompliance by the Company or the Vendors with, or extend the time and/or datefor fulfilment by the Company of, the whole or any part of any of theirrespective obligations in relation to the conditions in the Placing Agreement.Any such extension or waiver will not affect Placees' commitments as set out inthis Announcement. None of Hoare Govett, the Company or the Vendors nor any of their respectivedirectors, officers, employees or advisers shall have any liability to anyPlacee (or to any other person whether acting on behalf of a Placee orotherwise) in respect of any decision Hoare Govett may make as to whether or notto waive or to extend the time and/or date for the satisfaction of any conditionto the Institutional Placing nor for any decision it may make as to thesatisfaction of any condition or in respect of the Institutional Placinggenerally. Right to terminate under the Placing Agreement Hoare Govett may, at any time before Admission, terminate the Placing Agreementin accordance with the terms of the Placing Agreement by giving notice to theCompany and the Vendors in certain circumstances, including the occurrence of aforce majeure event or a material adverse change in the condition (financial,operational, legal or otherwise) or the earnings or business affairs or businessprospectus of EcoSecurities Group plc and its subsidiaries (the "Group"),whether or not arising in the ordinary course of business. If the obligations of Hoare Govett under the Placing Agreement are terminated inaccordance with its terms, the rights and obligations of each Placee in respectof the Placing as described in this Announcement (including this Appendix) shallcease and terminate at such time and no claim can be made by any Placee inrespect thereof. By participating in the Institutional Placing, each Placee agrees with HoareGovett that the exercise by Hoare Govett of any right of termination or otherdiscretion under the Placing Agreement shall be within the absolute discretionof Hoare Govett and that Hoare Govett need not make any reference to any suchPlacee and that Hoare Govett shall have no liability whatsoever to any suchPlacee (or to any other person whether acting on behalf of a Placee orotherwise) in connection with the exercise of such rights. No prospectus No prospectus, admission document or other offering document has been or will besubmitted to be approved by the FSA in relation to the Institutional Placing andthe Placees' commitments will be made solely on the basis of the informationcontained in this Announcement (including this Appendix) and any informationpublicly announced to a Regulatory Information Service by or on behalf of theCompany on or prior to the date of this Announcement (the "Public AvailableInformation"). Each Placee, by accepting a participation in the InstitutionalPlacing, agrees and confirms that it has neither received nor relied on anyother information, representation, warranty or statement made by or on behalf ofHoare Govett, the Company or the Vendors and none of the Company, the Vendors orHoare Govett will be liable for any Placee's decision to participate in theInstitutional Placing based on any other information, representation, warrantyor statement. Each Placee acknowledges and agrees that it has relied on its owninvestigation of the business, financial and trading position of the Group inaccepting a participation in the Institutional Placing. Each Placee resident inthe United States (a "US Placee") further acknowledges and agrees that it hasconsulted with its own independent advisors or otherwise has satisfied itselfconcerning, without limitation, relevant legal, currency and other economicconsiderations and the effects of the United States federal, state and localincome tax laws and foreign tax laws, generally, and the US Investment CompanyAct of 1940, as amended, and the Securities Act, specifically. Nothing in thisparagraph shall exclude the liability of any person for fraudulentmisrepresentation. Registration and settlement Settlement of transactions in the Placing Shares (ISIN: IE00B0PR8X46) followingAdmission will take place within the CREST system, subject to certainexceptions. Hoare Govett reserves the right to require settlement for anddelivery of the Placing Shares to Placees by such other means that it deemsnecessary if delivery or settlement is not possible or practicable within theCREST system within the timetable set out in this Announcement (including thisAppendix) or would not be consistent with the regulatory requirements in anyPlacee's jurisdiction. Each Placee allocated Placing Shares in the Institutional Placing will be sent acontract note (the "Contract Note") stating the number of Placing Sharesallocated to it, the Placing Price, the aggregate amount owed by such Placee toHoare Govett and settlement instructions. ABN AMRO Bank N.V. (London Branch) isacting as Hoare Govett's settlement agent and Placees should settle againstCREST ID: 521, account designation "AGENT". It is expected that such ContractNotes will be despatched by no later than 3 July 2007 and that the trade datewill be on 3 July 2007. Each Placee agrees that it will do all things necessaryto ensure that delivery and payment is completed in accordance with thesettlement instructions set out in the Contract Note. It is expected that settlement will be on or around 27 July 2007 in accordancewith the instructions set out in the Contract Note. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above and in the Contract Noteat the rate of 2 percentage points above the base rate of Barclays Bank Plc. Each Placee is deemed to agree that if it does not comply with theseobligations, Hoare Govett may sell any or all of the Placing Shares allocated tothat Placee on such Placee's behalf and retain from the proceeds, for HoareGovett's account and benefit, an amount equal to the aggregate amount owed bythe Placee plus any interest due. The relevant Placee will, however, remainliable for any shortfall below the aggregate amount owed by it and may berequired to bear any stamp duty or stamp duty reserve tax (together with anyinterest or penalties) which may arise upon the sale of such Placing Shares onsuch Placee's behalf. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the Contract Note is copied and delivered immediatelyto the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of itsnominee or in the name of any person for whom a Placee is contracting as agentor that of a nominee for such person, such Placing Shares should, subject asprovided below (and in particular subject to paragraph 20 below), be soregistered free from any liability to Irish stamp duty on the issue of the NewOrdinary Shares and UK stamp duty or stamp duty reserve tax on the issue andtransfer of the Placing Shares. Irish stamp duty will be payable on the transferof the Placing Shares but the Vendors have agreed to pay this amount (seebelow). No Placee (or any nominee or other agent acting on behalf of a Placee)will be entitled to receive any fee or commission in connection with theInstitutional Placing. Representations and warranties By participating in the Bookbuilding Process, each Placee (and any person actingon such Placee's behalf): 1. represents and warrants that it has read this Announcement (including thisAppendix) in its entirety and acknowledges that its participation in theInstitutional Placing will be governed by the terms of this Appendix; 2. represents and warrants that it has received this Announcement (includingthis Appendix) solely for its use and has not redistributed or duplicated it; 3. represents and warrants that it has not received a prospectus, admissiondocument or other offering document in connection with the Institutional Placingand acknowledges that no prospectus, admission document or other offeringdocument has been prepared in connection with the Institutional Placing; 4. acknowledges that neither of Hoare Govett nor any of its Affiliates nor anyperson acting on behalf of Hoare Govett or its Affiliates nor the Company andits affiliates nor any of the Vendors has provided, and will not provide it withany material regarding the Placing Shares or the Group other than thisAnnouncement (including this Appendix); nor has it requested Hoare Govett, anyof its Affiliates or any person acting on behalf of Hoare Govett or any of itsAffiliates to provide it with any such information; 5. acknowledges that the content of this Announcement (including this Appendix)and the Publicly Available Information is exclusively the responsibility of theCompany and that neither Hoare Govett, nor any of its Affiliates nor any personacting on behalf of Hoare Govett or its Affiliates has or shall have anyliability for any information, representation or statement contained in thisAnnouncement (including this Appendix), any Publicly Available Information orany other information previously published by or on behalf of the Company andwill not be liable for any Placee's decision to participate in the InstitutionalPlacing based on any information, representation or statement contained in thisAnnouncement (including this Appendix) or otherwise. Each Placee represents,warrants and agrees that when making its investment decision to purchase thePlacing Shares it has relied only on information contained in this Announcement(including this Appendix) and the Publicly Available Information, suchinformation being all that it deems necessary to make an investment decision inrespect of the Placing Shares and that it has relied on its own investigationwith respect to the Placing Shares and the Group in connection with its decisionto subscribe for the Placing Shares and acknowledges that it is not relying onany investigation that Hoare Govett, any of its Affiliates or any person actingon behalf of Hoare Govett or its Affiliates may have conducted with respect tothe Placing Shares or the Group and none of such persons has made anyrepresentations to it, express or implied, with respect thereto; 6. acknowledges that it has not relied on any information relating to the Groupcontained in any research reports prepared by Hoare Govett, any of itsAffiliates or any person acting on behalf of Hoare Govett or its Affiliates andunderstands that neither Hoare Govett, nor any of its Affiliates nor any personacting on behalf of Hoare Govett or its Affiliates: (i) has or shall have anyliability for public information or any representation; (ii) has or shall haveany liability for any additional information that has otherwise been madeavailable to such Placee, whether at the date of publication, the date of theannouncement or otherwise; and (iii) makes any representation or warranty,express or implied, as to the truth, accuracy or completeness of suchinformation, whether at the date of publication, the date of the announcement orotherwise; 7. represents and warrants that it, or the beneficial owner, as applicable, isentitled to subscribe for and/or purchase Placing Shares under the laws of allrelevant jurisdictions which apply to it, or the beneficial owner, asapplicable, and that it has fully observed such laws and obtained all suchgovernmental and other guarantees and other consents in either case which may berequired thereunder and complied with all necessary formalities (including anyapplicable foreign exchange rules); 8. represents and warrants that it has the power and authority to carry on theactivities in which it is engaged, to subscribe for the Placing Shares and toexecute and deliver all documents necessary for such subscription; 9. represents and warrants that it (or if acquiring the Placing Shares asfiduciary or agent for any investor account, such investor) will be thebeneficial owner of such Placing Shares and that the beneficial owner of suchPlacing Shares will not at the time the Placing Shares are acquired be aresident of Australia, Canada, Japan or the Republic of Ireland; 10. acknowledges that the Placing Shares have not been and will not beregistered under the Securities Act or under the securities laws of any of theStates of the United States, or under the securities legislation of Australia,Canada, Japan or the Republic of Ireland and, subject to certain exceptions, maynot be offered, sold, taken up, renounced or delivered or transferred, directlyor indirectly, within those jurisdictions; 11. represents and warrants that it is not a resident of or located in theUnited States or acting in a non-discretionary basis for a person in the UnitedStates and is purchasing the Placing Shares in an "offshore transaction" inaccordance with Regulation S under the Securities Act; 12. if it is a US Placee, represents and warrants that in making its investmentdecision, (i) it has relied on its own examination of the Company and the termsof the Institutional Placing, including the merits and risks involved, (ii) ithas made its own assessment of the Company, the Placing Shares and the terms ofthe Institutional Placing based on this Announcement and the Publicly AvailableInformation, (iii) it has consulted its own independent advisors or otherwisehas satisfied itself concerning, without limitation, the effects of UnitedStates federal, state and local income tax laws and foreign tax laws, generally,and the US Investment Company Act of 1940, as amended, and the Securities Act,specifically, (iv) it has reviewed all information that it believes is necessaryor appropriate in order to make an investment decision in respect of the Companyand the Placing Shares, and (v) it is aware that an investment in the PlacingShares involves a considerable degree of risk and no US federal or state ornon-US agency has made any finding or determination as to the fairness forinvestment or any recommendation or endorsement of the Placing Shares; 13. the Placing Shares have not and will not be registered under the SecuritiesAct, or under the securities laws of any state of the United States, and arebeing offered and sold on behalf of the Company in "offshore transactions" (asdefined in Regulation S) and to QIBs in accordance with an exemption from, ortransaction not subject to, the registration requirements under the SecuritiesAct; 14. represents and warrants that it is either (i) a QIB and (A) it issubscribing for or acquiring the Placing Shares for its own account or for oneor more managed accounts each of which accounts is a QIB, for investmentpurposes, and not with a view to any resale, distribution or other dispositionof Placing Shares in violation of the Securities Act and (B) has such knowledgeand experience in financial and business matters as to be capable of evaluatingthe merits and risks of its investment in the Placing Shares, and it and eachmanaged account (1) are each able to bear the economic risk of its or theirinvestment in the Placing Shares, (2) will not look to the Company or HoareGovett, nor any of their respective Affiliates nor any person acting on theirbehalf, for all or part of any such loss or losses it or they may suffer, (3)are able to sustain a complete loss on its or their investment in the PlacingShares, (4) have no need for liquidity with respect to its or their investmentin the Placing Shares and (5) have no reason to anticipate any change in its ortheir circumstances, financial or otherwise, which may cause or require any saleor distribution by it or them of all or any part of the Placing Shares or (ii)not a resident of the United States and is purchasing the Placing Shares in an'offshore transaction' in accordance with Regulation S under the Securities Act; 15. acknowledges (and confirms that each beneficial owner of the Placing Shareshas been advised) that the Placing Shares have not been and will not beregistered under the Securities Act or under any applicable state securitieslaws, nor approved or disapproved by the US Securities and Exchange Commission,any state securities commission in the United States or any other United Statesregulatory authority, and, if it is a US Placee, agrees not to offer, sell,pledge or otherwise transfer the Placing Shares except (i) in offshoretransactions in accordance with Rule 904 of Regulation S under the SecuritiesAct, (ii) in the United States to a person it reasonably believes is a QIBpursuant to Rule 144A under the Securities Act or (iii) pursuant to Rule 144under the Securities Act (if applicable), and in any case in compliance with allapplicable laws and regulations; 16. if it is a US Placee, acknowledges that where it is subscribing for oracquiring the Placing Shares for one or more managed accounts, it represents andwarrants that it exercises sole investment discretion over each such managedaccount and that it is authorised by each managed account (i) to subscribe foror purchase the Placing Shares for each managed account and (ii) to make therepresentations and warranties contained in this announcement; 17. if it is a US Placee, acknowledges that no representation has been made asto the availability of Rule 144 or any other exemption under the Securities Actfor the reoffer, resale, pledge or transfer of the Placing Shares and agrees tonotify any transferee to whom it subsequently reoffers, resells, pledges ortransfers the Placing Shares of the foregoing restrictions on transfer; 18. if it is a US Placee, acknowledges and understands that the Placing Sharesare being offered and sold in the United States in reliance on an exemptionfrom, or in a transaction not subject to, the registration requirements of theSecurities Act and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act ("Restricted Securities") and represents andwarrants on its own behalf and on behalf of any accounts for which it is actingthat, so long as the Placing Shares are Restricted Securities, it will notdeposit the Placing Shares into any unrestricted depositary facility in theUnited States established or maintained by any depositary bank in respect of thePlacing Shares and will only transfer the Placing Shares in accordance withparagraph 15 above. It further understands that any certificate representing thePlacing Shares sold in the United States shall bear a legend to the foregoingeffect until the Placing Shares are no longer Restricted Securities; 19. represents and warrants that if it is a pension fund or investment company,its purchase of Placing Shares is in full compliance with applicable laws andregulations; 20. represents and warrants that the allocation, allotment, issue, sale and/ordelivery to it, or the person specified by it for registration as holder, ofPlacing Shares will not give rise to a liability under any of sections 67, 70,93 or 96 of the Finance Act 1986 (depositary receipts and clearance services)and that the Placing Shares are not being subscribed for or purchased by it inconnection with arrangements to issue depositary receipts or to transfer PlacingShares into a clearance system; 21. represents and warrants that it has complied with its obligations inconnection with money laundering and terrorist financing under the Proceeds ofCrime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003(the "Regulations") and, if making payment on behalf of a third party, thatsatisfactory evidence has been obtained and recorded by it to verify theidentity of the third party as required by the Regulations; 22. represents and warrants that it and any person acting on its behalf is aperson falling within Article 19(2) and/or 49(2) of the Order and is a personwho falls within paragraph (7) of section 86 of the FSMA; 23. represents and warrants that it has not offered or sold and will not offeror sell any Placing Shares to persons in the United Kingdom prior to Admissionexcept in circumstances which have not resulted and which will not result in anoffer to the public in the United Kingdom within the meaning of the ProspectusRules made by the FSA pursuant to Part VI of the FSMA; 24. represents and warrants that it has only communicated or caused to becommunicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of the FSMA) relating to the Placing Shares in circumstances in whichsection 21(1) of the FSMA does not require approval of the communication by anauthorised person; 25. represents and warrants that it has complied and will comply with allapplicable provisions of the FSMA with respect to anything done by it inrelation to the Placing Shares in, from or otherwise involving the UnitedKingdom; 26. represents and warrants that it and any person acting on its behalf isentitled to subscribe for or purchase the Placing Shares under the laws of allrelevant jurisdictions and that it has all necessary capacity and has obtainedall necessary consents and authorities to enable it to commit to participatingin the Institutional Placing and to perform its obligations in relation thereto(including, without limitation, in the case of any person on whose behalf it isacting, all necessary consents and authorities to agree to the terms set out orreferred to in this Announcement (including this Appendix) and to make theforegoing representations, acknowledgments, warranties and agreements) and willhonour such obligations; 27. undertakes that it (and any person acting on its behalf) will make paymentfor the Placing Shares allocated to it in accordance with this Announcement(including this Appendix) and the Contract Note on the due time and date set outherein, failing which the relevant Placing Shares may be placed with othersubscribers or sold as Hoare Govett may in its sole discretion determine andwithout liability to such Placee; 28. acknowledges that neither Hoare Govett, nor any of its Affiliates nor anyperson acting on behalf of Hoare Govett or its Affiliates is making anyrecommendations to it, advising it regarding the suitability of any transactionsit may enter into in connection with the Institutional Placing nor providingadvice in relation to the Institutional Placing nor the exercise or performanceof any of Hoare Govett's rights and obligations thereunder including any rightsto waive or vary any conditions or exercise any termination right; 29. undertakes that the person who it specifies for registration as holder ofthe Placing Shares will be (i) itself or (ii) its nominee, as the case may be.Neither Hoare Govett nor the Company will be responsible for any liability tostamp duty or stamp duty reserve tax resulting from a failure to observe thisrequirement. Placees acknowledge that the Placing Shares will be credited to theCREST stock account of ABN AMRO Bank N.V. (London branch) (CREST ID: 521,account designation "AGENT") who will hold them as nominee for the subscribersof such shares until settlement in accordance with its standing settlementinstructions; 30. acknowledges that the Institutional Placing is conditional, inter alia, uponthe posting of the Circular in accordance with the terms of the PlacingAgreement, expected for this purpose to occur on or around 3 July 2007, theapproval by the Company's shareholders of the resolutions set out in the noticeconvening an Extraordinary General Meeting of the Company expected to be held onor around 26 July 2007, the Subscription Agreement being completed in accordancewith its terms and Admission taking place in accordance with the terms of thePlacing Agreement, which is expected to occur on or around 8.00 a.m. on 27 July2007 and in any event by no later than the Long Stop Date; 31. acknowledges that any agreements entered into by it pursuant to these termsand conditions shall be governed by and construed in all respects in accordancewith English law and it submits (on behalf of itself and on behalf of any personon whose behalf it is acting) to the exclusive jurisdiction of the courts ofEngland as regards any claim, dispute or matter arising out of any suchcontract, except that enforcement proceedings in respect of the obligation tomake payment for the Placing Shares (together with any interest chargeablethereon) may be taken by the Company, the Vendors or Hoare Govett in anyjurisdiction in which the relevant Placee is incorporated or in which any of itssecurities have a quotation on a recognised stock exchange; 32. acknowledges that Hoare Govett may (at its absolute discretion) satisfy itsobligations to procure Placees by itself agreeing to become a Placee in respectof some or all of the Placing Shares or by nominating any connected orassociated person to do so; 33. agrees that the Company, the Vendors, Hoare Govett and others will rely uponthe truth and accuracy of the foregoing representations, warranties,acknowledgements and undertakings which are given to Hoare Govett on its ownbehalf and on behalf of the Company and the Vendors and are irrevocable; and 34. agrees to indemnify and hold the Company, the Vendors and Hoare Govettharmless from any and all costs, claims, liabilities and expenses (includinglegal fees and expenses) arising out of or in connection with any breach by it(or any person on whose behalf it is acting) of the representations, warranties,acknowledgements, agreements and undertakings in this Appendix and furtheragrees that the provisions of this Appendix shall survive after completion ofthe Institutional Placing. There will be no charge to Irish capital duty on the issue or transfer of thePlacing Shares. There will be no charge to Irish stamp duty on the issue of New Ordinary Sharesby the Company as part of the Institutional Placing. A transfer of the Sale Shares as part of the Institutional Placing will attractIrish stamp duty at the rate of 1% of the consideration given, or, where thepurchase price is inadequate or unascertainable, on the market value of theshares. The person legally accountable for payment of stamp duty is thetransferee or, in the case of a transfer by way of a gift or for a considerationless than market value, all parties to the transfer. Stamp duty is normallypayable within 30 days after the date of execution of the transfer to avoidinterest and penalties. The Vendors have agreed to pay all stamp duty payablein respect of the transfer of Sale Shares to Placees pursuant to theInstitutional Placing. No UK stamp duty or stamp duty reserve tax should be payable to the extent thatthe Placing Shares are issued into CREST to, or to the nominee of, a Placee whoholds those shares beneficially (and not as agent or nominee for any otherperson) within the CREST system and registered in the name of such Placee orsuch Placee's nominee provided that the Placing Shares are not issued to aperson whose business is or includes issuing depositary receipts or theprovision of clearance services or to an agent or nominee for any such person. Any arrangements to issue or transfer the Placing Shares into a depositaryreceipts system or a clearance service or to hold the Placing Shares as agent ornominee of a person to whom a depositary receipt may be issued or who will holdthe Placing Shares in a clearance service, or any arrangements subsequently totransfer the Placing Shares, may give rise to UK stamp duty and/or stamp dutyreserve tax, for which neither the Company nor Hoare Govett will be responsible(to the extent not paid by vendors pursuant to the Placing Agreement) and thePlacee to whom (or on behalf of whom, or in respect of the person for whom it isparticipating in the Institutional Placing as an agent or nominee) theallocation, allotment, issue, sale or delivery of Placing Shares has given riseto such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stampduty or stamp duty reserve tax forthwith and to indemnify on an after-tax basisand to hold harmless the Company and Hoare Govett in the event that any of theCompany and/or Hoare Govett has incurred any such liability to UK stamp duty orstamp duty reserve tax. In addition, Placees should note that the Vendors have agreed to pay all Irishstamp duty payable in respect of the Sale Shares to Placees pursuant to theInstitutional Placing but otherwise Placees will be liable to pay any capitalduty, stamp duty and all other stamp, issue, securities, transfer, registration,documentary or other duties or taxes (including any interest, fines or penaltiesrelating thereto) payable outside the UK by them or any other person on thesubscription by them for, or purchase by them of, any Placing Shares or theagreement by them to do so. All times and dates in this Announcement (including this Appendix) may besubject to amendment. Hoare Govett shall notify the Placees and any personacting on behalf of the Placees of any changes. This Announcement (includingthis Appendix) has been issued by the Company and is the sole responsibility ofthe Company. Hoare Govett, which is authorised and regulated by the FSA, is actingexclusively for the Company and (save to the extent that Hoare Govett acts asagent for the Vendors pursuant to the terms of the Placing Agreement) for no oneelse solely in connection with the Institutional Placing and will not beresponsible to anyone other than the Company for providing the protectionsafforded to the customers of Hoare Govett or for providing advice in relation tothe Institutional Placing. When a Placee or person acting on behalf of the Placee is dealing with HoareGovett, any money held in an account with Hoare Govett on behalf of the Placeeand/or any person acting on behalf of the Placee will not be treated as clientmoney within the meaning of the rules and regulations of the FSA made under theFSMA. The Placee acknowledges that the money will not be subject to theprotections conferred by the client money rules; as a consequence, this moneywill not be segregated from Hoare Govett's money in accordance with the clientmoney rules and will be used by Hoare Govett in the course of its own business;and the Placee will rank only as a general creditor of Hoare Govett. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. This information is provided by RNS The company news service from the London Stock Exchange