Empire Metals Regulatory News (EEE)

Noricum Gold Limited / EPIC: NMG / Sector: Natural Resources

17 December 2010

Noricum Gold Limited ('Noricum Gold' or 'the Company')

First Day of Dealings on AIM

Noricum Gold Limited, established to make strategic investments primarily in gold and gold related entities, is listing on AIM today. The Company has raised £2,120,000 by way of a placing of 52,899,478 shares at 4p per share ('the Placing'), giving it a market capitalisation of approximately £20 million on Admission. The money raised will be used to fund the first stage of exploration at its primary asset, the Rotgülden gold project, and for general working capital and administration costs.

Overview

·; Listing on AIM with a market cap of £19,899,366;

·; 518 exploration licences ('the Licences') covering 171km2 highly prospective ground in south-central Austria;

·; Initial focus on the Company's flagship Rotgülden gold project ('the Project') comprised of 269 licences including the previously operating gold/copper/silver Rotgülden mine;

·; Additional excellent value uplift potential from silver and base metal credits;

·; Further 249 exploration licences across the region including Kleining Project which SRK Exploration Services Limited ('SRK Exploration') has identified as having excellent infrastructure and good access;

·; Austria is a historic high grade gold region which offers stable and pro-mining operating environment and established infrastructure;

·; Strategy focussed on Rotgülden in an effort to support a detailed feasibility study towards mine development and production;

·; Strong consolidation opportunities along a 7km strike with potential for similar sized ore bodies located in the region which could be combined towards a larger economic target; and

·; Experienced management, as set out in the Further Information, and technical teams in place working on new models based on historical figures.

Noricum Gold CEO Greg Kuenzel said, "We have what we believe to be a very exciting gold exploration asset with historical production at Rotgülden, located in a politically stable and mining friendly jurisdiction. Combined with our strong technical team and experienced management, we hope to be able to capitalise on what SRK Exploration have noted as being an area of significant mineralisation. Our move to AIM represents the next step in our corporate development and we look forward to raising our visibility as we progress our assets in Austria.

"Our strategy will initially be focussed on Rotgülden and the extension of this strike towards Altenburg. Our technical team are currently undertaking a comprehensive desktop review including the re-modelling of historical data. From this we intend to implement an exploration programme that will include an orientated core drilling programme of the immediate Rotgülden mine area. Before this drilling phase is commissioned we will be undertaking a full desktop review and perform regional work, including mapping, soil sampling and ground geophysics, on the surround projects before the higher altitudes around the drill site begin to thaw.

"Austria provides the Company with an ideal mining friendly environment in which to develop its assets. The Licences are located in historical high grade gold regions which have significant opportunity for local consolidation to create a larger economic target. Importantly, infrastructure in the region is excellent, providing us with good access to our projects and the power networks established in the locality will also prove integral in developing our projects. Austria has a strong mining history, with producing operations including Wolfram Bergbau und Hutten AG's Tungsten mine in Mittersill which represents one of the most substantial tungsten deposits in Europe and the underground iron ore operation at Erzberg.

"Noricum Gold therefore offers an exciting opportunity to participate in a high growth gold development company and I am confident that our Austrian gold assets provide a highly prospective opportunity. Our projects not only provide us with exposure to the robust gold sector, but also to other precious metals and minerals, and with strong support from both the regional and national authorities, and a defined development plan to advance towards our long term strategy, we believe we can achieve our objective of becoming a significant producer of precious metals within Austria."

The Nominated Adviser and Broker to the Company is Beaumont Cornish Limited and the Company's ISIN is VGG659191057.

For further information please visit www.noricumgold.com or contact:

Further Information

Background to and reasons for the Acquisition

Since the PLUS IPO, the Company has reviewed a number of potential exploration and development prospects to identify and evaluate opportunities in line with its strategy.

As previously announced by the Company, on 23 August 2010 the Company entered into the Kibe Heads of Agreement with the Vendor setting out the terms on which the Company would acquire 100 per cent. of the issued shares of Kibe No.2, and granting the Company a period of exclusivity in which to conduct due diligence and complete the transaction. As consideration for the exclusivity period the Company paid to the Vendor the Exclusivity Payment being €32,000 and 5,257,477 Ordinary Shares. Further details of the Kibe Heads of Agreement are set out at paragraph 8.1(d) of Part V of the Admission Document.

On 23 September 2010 the Company, the Vendor and Dortelin Trader signed the Deed of Waiver. Under the terms of the Deed of Waiver Dortelin Trader waived all rights it had to acquire Kibe No.2 under the terms of the Dortelin Option Agreement. As consideration for the Waiver, subject to completion of the Acquisition and Admission the Company agreed to allot and issue to Dortelin Trader as fully paid shares, the Waiver Shares. Further details of the Deed of Waiver are set out at paragraph 8.1(g) of Part V of the Admission Document and further details of the Dortelin Option Agreement are set out at paragraph 8.2(b) of Part V of the Admission Document.

On 23 November 2010 the Company announced that it had executed the Acquisition Agreement. Under the terms of the Acquisition Agreement the Company agreed to acquire 100 per cent. of the issued shares of Kibe No.2 (subject to Shareholder approval of the Acquisition and Admission) and as consideration pay to the Vendor the Consideration Shares and the Consideration Cash. Further details of the Acquisition Agreement are set out at paragraph 8.1(e) of Part V of the Admission Document.

It is the Existing Directors' view that the geophysical region where the Licences are located represents an area of significant mineralisation, and future exploration, opportunity.

The Existing Directors believe that the Acquisition has the potential to generate significant value for Shareholders due to the fact that Rotgülden lies within a known historical mining area and therefore there exists a strong possibility of similar sized ore bodies located nearby, that could be combined towards a larger economic target. The Group's strategy is towards mineral resource definition through a thorough mineral exploration strategy involving exploration drilling and geophysical surveys. The ultimate aim of the Company is to define sufficient in-situ mineral resources to support a detailed feasibility study aimed towards mine development and production. The longer term objective of the Group is to become a significant business in the mining of precious metals within Austria.

Following approval of the Acquisition and the subsequent Admission to AIM, the Company is required to issue 453,899,478 new Shares comprising the Placing Shares, the Consideration Shares and Waiver Shares.

Given the issue of the new Shares by the Company it is proposed that, to give the Company and the Directors greater flexibility, the current limit on the number of shares the Company is authorised to issue of 1,000,000,000 shares of £0.005 be amended with the effect that the Company is authorised to issue an unlimited number of shares of no par value. 

Background information on Noricum Gold Limited

The Company was incorporated in the BVI on 10 February 2010 with the name Gold Mining Company Limited and the Shares were admitted to PLUS on 14 June 2010. Its stated business strategy as set out in the IPO PLUS Document was to make strategic investments in gold and gold related entities, using the considerable experience of the Existing Directors (and independent experts as required for technical due diligence) to make the investment decision, and in structuring and executing deals in this sector as well as raising funds.

The investment strategy as set out in the IPO PLUS Document expressly reserved to the Existing Directors the discretion to offer new Shares in the Company by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital.

On 22 November 2010 the Company changed its name to Noricum Gold Limited.

Background information on the Kibe No.2 Group including GMC Austria and the Licences

Kibe No.2

Kibe No.2 was incorporated in the BVI on 18 April 2007.

Since its incorporation Kibe No.2 has not traded and has no employees other than its Directors. It owns 100 per cent. of GMC Austria and has entered into the Loan Agreement with the Company. Save for these, on completion of the Acquisition Kibe No.2 has no other assets or liabilities.

GMC Austria

GMC Austria was incorporated in Austria on 17 February 2010 and is a wholly owned subsidiary of Kibe No.2.

On 23 August 2010 GMC Austria executed the Ord Resources Purchase Agreement, under which GMC Austria acquired 100 per cent. legal and beneficial ownership of the Licences from Ord Resources. As consideration for the acquisition GMC Austria paid to Ord Resources €800,000 and granted to it a royalty of US$2.00 per ounce of gold sold by GMC Austria under the terms of the Ord Royalty Agreement.

Under the Ord Resources Purchase Agreement GMC Austria received customary warranties from Ord Resources in relation to, amongst other things, its right, title and authority to execute and complete the Ord Resources Purchase Agreement, and the good title of Ord Resources to the Licences.

Other than the Licences (and save as set out in paragraph 4 of Part V of the Admission Document in relation thereto), at completion GMC Austria shall have no other assets or liabilities other than loan finance provided by Kibe No.2.

The Licences

Austria - Country Overview

The Republic of Austria gained independence as a Sovereign State in 1955 following years of Nazi and Allied occupation. Landlocked Austria lies in central Europe, bordered by Germany and the Czech Republic to the north, Slovakia and Hungary to the east, Slovenia and Italy to the south and Switzerland and Lichtenstein to the west. The territory has an area of 87, 872 km2 and 68 per cent. of the country lies above 500m in altitude, due to the presence of the Alps mountain chain.

Austria is a parliamentary representative democracy comprising of 9 federal states. 1.6 million people live in the capital city, Vienna. Of the 8.3 million total population, 91.1 per cent. are Austrian, 4 per cent. are former Yugoslavs, 1.6 per cent. are Turks and less than 1 per cent. are German. The official language is German with more than 88 per cent. speaking the language. The majority of the population is Roman Catholic.

Austria has grown to be one of the wealthiest countries in the world with a nominal per capita GDP of $43,723 and subsequently has a very high standard of living. After the highly developed industrial sector, international tourism plays a major part in the national economy. Austria joined the European Union in 1995 and adopted the Euro currency in 1999. Since joining the EU, trade and economic ties with the rest of Europe

have strengthened and international investment has accelerated in recent years.

The minerals sector in Austria has been in decline since a brief post-war expansion in the mid-20th Century due to increased foreign competition, low grade ores and environmental problems. In 2000 the only operating metal extraction occurred at the Erzberg iron ore operation and Mittersill tungsten mine, which was the West's largest underground tungsten mine. Most recent growth has been in the industrial minerals sector producing talc, limestone, dolomite, marble, gypsum, brine salt, pumice, kaolin, graphite and magnesite. Gold production in 2003 is listed as being just 25kg. Production of lignite and bituminous coal has also declined significantly since the 1960s.

Competent Person's Report

Prior to completion of the Acquisition the Company commissioned the Competent Person's Report set out at Part III of the Admission Document. In summary the Competent Person's Report confirms that:

The Licences

The exploration assets currently comprise 518 exploration licences. These are located across the Salzburg and Carinthia provinces of South and South-west Austria and for the purposes of the Competent Person's Report are grouped together into five blocks as outlined in the following table:

SRK Recommendation and Conclusions from Competent Person's Report

Geology

During SRK's site visits, both Rotgülden and Kliening licences were reviewed in the light of the compiled available historical data. SRK consider that the shear hosted model for the mineralisation see across the Rotgülden licence to be the most likely with economic grade gold mineralisation located in structurally controlled lithological traps with the regional geology complicated by the Alpine orogeny. While certain aspects of the mineralogy are well known SRK feel that a lot more can be learned in terms of the controlling structure.

At Kliening, historical trenching and grab sampling has hinted at a significantly mineralised linear quartz hosted body that justifies further exploration. Again little is currently understood from the controlling structure and it is likely that the mineralised bodies will increase in complexity as more exploration data comes to light.

While SRK did not visit the other three licence areas, this report compiles the available data for each asset.

Mineral Resources

While no Mineral Resource, compliant to any international reporting code, currently exists, SRK feel that there is a significant opportunity to develop mineral resources at both Rotgülden and Kliening following an efficient and targeted exploration programme. While historical mining at Rotgülden was focused on arsenic, the level of historical mining in the area gives comfort to the presents of a mineralised system.

Metallurgy and Mineral Processing

Only limited metallurgical studies have taken place at Rotgülden and none at the other licences. However, the results suggest that a significant proportion of the gold from Rotgülden could be recovered by gravity separation, although this may require a significant size reduction, and that a floatation circuit should be able to recover in the region of 70 per cent. of the contained Cu and Au.

Exploration Programme

A full exploration programme has not yet been constructed by the Company but a provisional plan has been suggested and costs given for a short field season at Rotgülden. SRK has discussed this and reviewed the costs and considers this and the overall approach suitable.

SRK has further suggested that the area between Rotgülden and Altenberg constitutes the main target area in the Rotgülden licence but that bodies may be relatively small making exploration challenging in such a large area. Finally, SRK has also highlighted the potential existing at Kliening and the relative ease of access at this licence.

Summary of the terms of the Acquisition

If the Acquisition is approved by Shareholders the Vendor (and its nominees) will receive the Consideration Shares and the Consideration Cash. In addition, under the terms of the Deed of Waiver, Dortelin Trader (and its nominees) will receive the Waiver Shares.

A total of 400,000,000 new Shares will be issued pursuant to the Acquisition and the Vendor (and its nominees) will hold Shares representing approximately 36.20 per cent. and Dortelin Trader (and its nominees) holding 44.25 per cent. of the Enlarged Share Capital.

Based on the Purchase Price of 3.375 pence per Share, the Consideration Shares have an implied aggregate value of approximately £6,075,000 and the Waiver Shares have an implied aggregate value of approximately £7,425,000. Accordingly, the implied aggregate of the Consideration Shares, the Consideration Cash and the Waiver Shares is approximately £14,350,000.

The Consideration Shares and the Waiver Shares will rank pari passu in all respects with the Existing Shares.

The Acquisition is conditional upon Shareholders approving the Acquisition and Admission. Assuming that the conditions are satisfied by that date, it is anticipated that dealings in the Consideration Shares and the Waiver Shares will commence on AIM on 17 December 2010.

Details of the Placing

The Placing will raise £2,115,979.12 for the Company (before commissions and expenses). The Placing Shares are being placed with institutional and other investors. The Placing Shares will represent 10.64 per cent. of the Enlarged Share Capital. The Placing has not been underwritten and is conditional, inter alia, on the Acquisition being approved by Shareholders and Admission.

The Placing Shares will rank pari passu in all respects with the Existing Shares, the Consideration Shares and the Waiver Shares. In the case of Placees requesting Placing Shares in uncertificated form, it is expected that the appropriate stock accounts of Placees will be credited on or around 17 December 2010. In the case of Placees requesting Placing Shares in certificated form, it is expected that certificates in respect of the Placing Shares will be despatched by post within seven days of the date of Admission.

The proceeds of the Placing will be used to fund the costs of the Acquisition (including the Cash Consideration) and Admission, the first stage of the exploration programme, and to fund general working capital and administration costs of the Company over the next 18 months.

First stage of Exploration Programme

The Company is in the process of collating the available data on the prospective areas. Following Completion the Company and its technical advisors will undertake a full desktop study and a comprehensive review of the data. This review stage will involve mapping, soil sampling and ground geophysics on the surrounding projects before the higher altitudes around the proposed drill sites begin to thaw.

The Company has detailed a small 3,000m helicopter supported orientated core drilling programme of the immediate Rotgülden mine area. The aims of this programme are to fully assess the styles and extent of the known mineralisation close to the Friedrich adit and therefore assess the likely mineralogical, structural and geophysical signatures this style of mineralisation produces and use this knowledge to better target further 28 scout drilling around the Rotgülden mine and towards Altenburg. The Company has set a preliminary budget for the exploration programme of £811,338, as further detailed in paragraph 7.3 of the Competent Person's report at Part III of the Admission Document. The exact locations for this drilling have not yet been decided upon and would be subject to a review of the accessibility of the target area.

Directors and employees

The board of the Company currently comprises Marcus Edwards-Jones, Gregory Kuenzel and Edward McDermott. On Admission, Edward McDermott will stand down as a Director and Jeremy Whybrow will become a Director.

Ongoing Directors

Marcus Edwards-Jones, aged 47 (Chairman)

Marcus Edwards-Jones is managing director (and co-founder) of Lloyd Edwards-Jones S.A.S, a Paris and Dubai-based finance boutique specialising in selling European equities to institutional clients and introducing resources companies to an extensive institutional client base in the UK, Europe, Asia and the Middle East. Prior to founding Lloyd Edwards-Jones S.A.S, Mr. Edwards-Jones held senior positions with Julius Baer, and was head of UK/Continental European equity sales at Credit Lyonnais Securities in London.

Mr. Edwards-Jones has significant experience in worldwide institutional capital raisings for UK, Australian & Canadian listed and unlisted companies predominately in the mining and resources sectors. In addition to his duties at Lloyd Edwards-Jones S.A.S, he is a non-executive director of ASX & AIM listed Range Resources Ltd. Mr. Edwards-Jones graduated from Oxford University with an BA in Ancient & Modern History.

Gregory Kuenzel ACA, aged 39 (Chief Executive Officer - with responsibility for Finance)

Gregory Kuenzel holds a Bachelor of Business Degree and is an associate of the Institute of Chartered Accountants in England and Wales. Mr. Kuenzel has 15 years experience in providing accounting and corporate advice in a diverse range of industry sectors including mining and resource development, venture capital and property. He started his career in the audit and corporate services division of Horwath Perth, chartered accountants, in Australia where he specialised in the resource and venture capital sectors. On moving to the UK in 2003 he was involved in establishing the London office of Global Education Management Systems Limited, a company managing a network of international schools throughout the UK, USA and United Arab Emirates. Following from this, Mr. Kuenzel was responsible for the UK based European financial accounting team of Thomson Scientific Limited, an information solutions provider. For the past 5 years he has been working with AIM listed companies, predominately within the mining and resources industries, providing corporate and financial consulting services. He is currently a non-executive director of AIM listed Charles Street Capital Plc and company secretary to AIM listed Alecto Energy Plc.

Jeremy Whybrow, aged 35 (Non Executive Director)

Jeremy Whybrow (B.Sc. (Mineral Exploration and Mining Geology), G.Dip (Mineral Economics), MAusIMM) has over 12 years' experience in the mining industry both domestically and internationally. Mr. Whybrow has worked for companies such as Sons of Gwalia Ltd, PacMin Mining Corporation Ltd, Teck Australia Pty Ltd, Mount Edon Gold Mines (Aust) Pty Ltd and Croesus Mining NL. His experience has been mainly in the operational environment and includes significant exposure to exploration and mining operations, project evaluation and feasibility studies. Previously, Mr. Whybrow has worked internationally in China, Africa and the Philippines as well as numerous localities in Australia. Mr. Whybrow is exploration director of ASX listed Greenland Minerals & Energy Limited and a director of Convergent Minerals Limited.

Key Management

Roderick McIllree, aged 37 (Technical Advisor)

Mr. McIllree graduated from Curtin University of Technology in 1996 with a Bachelor of Science degree (Mineral Exploration and Mining Geology) and commenced a career in the mining industry where he worked for major mining companies both domestically and internationally, gaining experience in all facets 29 of mining. Mr. McIllree moved to the finance sector in 2000 and worked as a mining analyst and advisor for broking houses active in capital markets. He has experience in international capital raisings having initiated several successful mining companies with assets both domestically and overseas. Mr. McIllree is Managing Director of Greenland Minerals & Energy Limited.

Professor Werner Paar, aged 68 (Technical Advisor)

Professor Paar (M.Sc., PhD.) was previously the Professor of Mineralogy at the University of Salzburg for over 25 years and provides extensive experience and knowledge of gold deposits throughout Austria. While at the University of Salzburg he specialised in gold deposits and their distribution in Austria and world-wide.

Professor Paar has consulted on numerous commercial projects predominantly in the field of gold and other precious metals and has almost 160 publications to his name. He was responsible for the initial application for the Rotgülden Tenements and will play a key role in identifying additional projects.

Employees

Other than the Ongoing Directors and the Consultants, the Company has no employees at the date of the Admission Document. The Enlarged Group will have no employees at Admission, other than the Directors.

Current trading, future prospects and significant trends

Since PLUS IPO the Company has been principally engaged in the investigation of possible investment opportunities in the gold mining sector and the Existing Directors continue to seek and review further acquisition and investment opportunities in line with the Company's business strategy at the date of the Admission Document.

As at 25 November 2010, the Company had a cash balance of approximately £400,000. Upon completion of the Acquisition and the Placing, the Enlarged Group will have an estimated cash balance of approximately £2,325,979.

Save as disclosed in the Admission Document, there have been no significant trends concerning the development of the business of the Company, and there are none moving forward that the Directors are aware of that will have a material impact on the current financial year. Kibe No.2 has no trading history and, save as disclosed in the Admission Document, no material assets or liabilities other than GMC Austria and through it, the Licences.

For the reasons set out in paragraph 1 of this Part I of the Admission Document, the Directors view the future prospects of the Company with confidence.

Working capital, reasons for Admission and use of proceeds

In the opinion of the Directors, having made due and careful enquiry, taking into account the funds available to it following Admission, the Enlarged Group will have sufficient working capital for at least the next 12 months from the date of Admission.

As set out in the Pro Forma Assets Statement in Part IV of the Admission Document the Enlarged Group will have cash reserves of approximately £2,325,979 available to the Directors to fund working capital, finance ongoing work and liabilities in respect of the Enlarged Group's assets (including but not limited to the Licences) and implement the Company's exploration programme.

The Directors consider that the Admission of the Shares to trading on AIM will:

·; enhance the Company's status;

·; assist the Company with raising additional capital should this be required in due course;

·; provide liquidity for the Company's investors to buy and sell Shares; and

·; enable the Company to recruit or engage, and retain key senior managers and other employees.

Dividend policy

The Company has not paid any dividends since its incorporation. The nature of the Enlarged Group's business means that it is unlikely that the Directors will recommend a dividend in the early years following Admission. The Directors believe the Company should seek to generate capital growth for its Shareholders but may recommend distributions at some future date, depending upon the generation of sustainable profits, when it becomes commercially prudent to do so.

Lock-in and orderly market arrangements

At Admission, the Existing Directors, the Proposed Director, and persons connected with each of them, the Vendor (and nominees) and Dortelin Trader (and nominees) (the "Locked-in Parties") will own 402,805,000 Shares representing 81.01 per cent. of the Enlarged Share Capital and options to acquire a further 16,500,000 Shares (on the terms set out at paragraph 3 of Part V of the Admission Document). Under the terms of the Lock-in Agreement the Locked-in Parties have undertaken to the Company and Beaumont Cornish that they will not sell or dispose of, except in certain circumstances set out in the AIM Rules, any of their respective interests in Shares at any time for a period of 12 months from the date of Admission and the directors (and persons connected with each of them) only will be subject to orderly market arrangements during the following 12 months after the initial 12 month lock-in period. Further details of the Lock-in Agreement are set out in paragraph 8.1(c) of Part V of the Admission Document.

Corporate governance

The Directors support the highest standards of corporate governance and intend to observe the requirements of the Combined Code to the extent they consider appropriate in light of the Company's size, stage of development and resources. The Company also proposes to follow the recommendations on corporate governance of the Quoted Companies Alliance for companies with shares traded on AIM.

The Company will hold timely board meetings periodically as issues arise which require the attention of the Board. The Directors will be responsible for formulating, reviewing and approving the Company's strategy, budget, major items of capital expenditure and senior personnel appointments.

Subject to Admission, the Company has established a remuneration committee ("the Remuneration Committee") and also an audit committee ("the Audit Committee") with formally delegated duties and responsibilities.

The Remuneration Committee, which will comprise Marcus Edwards-Jones and Jeremy Whybrow, will be responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the shareholders and the performance of the Company.

The Audit Committee, which will comprise Marcus Edwards-Jones and Jeremy Whybrow will meet not less than twice a year. The committee will be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company.

The Company intends to adopt and will operate a share dealing code governing the share dealings of the Directors and applicable employees during close periods and is in accordance with Rule 21 of the AIM Rules.

The Company complies with the BVI's corporate governance regime(s).

Admission, settlement and dealings

Subject to the Acquisition being approved application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM with Admission expected to take place on or about 17 December 2010. Subject to approval of the Acquisition the Company's current trading facility on PLUS will be cancelled with effect from 16 December 2010.

CREST and Depositary Interests

Shares of non-UK companies cannot be held and transferred directly into the CREST system. CREST is a paperless settlement system allowing securities to be transferred from one person's CREST account to another without the need to use share certificates or written instruments of transfer. Shareholders who wish to hold and transfer Shares in uncertificated form may do so pursuant to a Depositary Interest arrangement established by the Company.

Depositary Interests facilitate the trading and settlement of shares in non-UK companies into CREST. The Shares will not themselves be admitted to CREST. Instead the Depositary issues Depositary Interests in respect of the Shares. The Depositary Interests are independent securities constituted under English law that may be held and transferred through the CREST system.

Depositary Interests have the same security code (ISIN) as the underlying Shares. The Depositary Interests are created and issued pursuant to a deed poll with the Depositary, which will govern the relationship between the Depositary and the holders of the Depositary Interests. Shares represented by Depositary Interests are held on bare trust for the holders of the Depositary Interests.

Each Depositary Interest will be treated as one Share for the purposes of determining eligibility for dividends, issues of bonus stock and voting entitlements. In respect of dividends, the Company will put the Depositary in funds for the payment and the Depositary will transfer the money to the holders of the Depositary Interests. In respect of any bonus stock, the Company will allot any bonus stock to the Depositary who will issue such bonus stock to the holder of the Depositary Interest (or as such holder may have directed) in registered form

.

In respect of voting, the Depositary will cast votes in respect of the Shares as directed by the holders of the Depositary Interests which the relevant Shares represent.

The Shares were admitted to CREST with effect from the PLUS IPO. Accordingly, it is anticipated that settlement of transactions in Shares (including the Consideration Shares) following Admission may take place within the CREST system if any individual Shareholder so wishes. CREST is a voluntary system and holders of Shares who wish to receive and retain share certificates will be able to do so.

Further details regarding Depositary Interests and CREST are set out at paragraph 10 of Part V of the Admission Document. Information regarding the depositary arrangements and the holding of Shares in the form of Depositary Interests is also available from the Depositary, Computershare Investor Services PLC. The Depositary may be contacted at The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, or by telephone on +00 44 (0) 870 702 0003.

Taxation

General information regarding UK and the BVI taxation is set out in paragraphs 13 and 4 respectively of Part V of the Admission Document. These details are intended only as a general guide to the current tax position under UK and the BVI taxation law. If an investor is in any doubt as to his tax position he should consult his own independent financial adviser immediately.

City Code

The Company is not subject to the City Code, as being incorporated in the BVI, it is not treated by the Takeover Panel as resident in the UK, the Channel Islands or the Isle of Man. As a result neither a takeover of the Company nor certain stakeholding activities of a Shareholder would be governed by the City Code.

There are no similar protections afforded to Shareholders in the event of a takeover under BVI law.

Subject to the passing of Resolution 3 at the Special General Meeting, the Company's Articles will contain certain takeover protections, which are summarised in paragraph 17 below, although these will not provide the full protection afforded by the City Code. These provisions, like others contained in the Articles, will be enforceable by the Company (acting through its directors) against Shareholders. However, the Company would need to take any action to enforce such provisions in the courts of the BVI without any guarantee that any such action would be successful or any certainty as to the amount of the costs that the Company might incur in connection with any said action.

Proposed Amendments to the Articles

The Company proposes to amend its Articles, and attached to the Notice of Meeting of Shareholders set out at Part VI of the Admission Document are the Articles with the key proposed changes marked. Other changes to be made are to remove superfluous provisions which are inappropriate for a listed company. The Shareholders are required to approve the proposed amendments to the Articles and Resolution 3 is being proposed for these purposes. If approved, new provisions will be incorporated into the current Articles giving Shareholders greater protection with effect from Admission. A summary of the principal changes to be approved is set out below:

a) new Regulation 26 will incorporate provisions similar to Rule 9 of the City Code, whereby a person, or persons acting in concert, is prevented from acquiring a stake in the Company of 30 per cent. (or greater) of the issued share capital from time to time, without making an offer for the remainder of the issued share capital of the Company;

b) new Regulation 27 will require all Shareholders with an interest in Shares exceeding three per cent. of the Company's issued Shares from time to time, to notify the Company of such interest, and identify the shares in which it is interested;

c) new Regulation 27 will allow the Company to make investigations into the interests of Shareholders in Shares. Non-cooperation by any Shareholder may result in the Company serving a default notice imposing restrictions on the Shares of the defaulting Shareholder including suspension of the right to vote or attend meetings of Shareholders, suspension of the right to receive any dividends on Shares held by them, or suspension of the right to transfer or agree to transfer Shares held by them.

For further details of the provisions of the Articles, Shareholders' attention is drawn to paragraph 4 of Part V and the Notice of Meeting of Shareholders in Part VI which sets out the full text of the Articles (as they will be on Admission, subject to the passing of Resolution 3) as an Appendix.

Risk factors

Shareholders should consider carefully the risk factors set out in Part II of the Admission Document in addition to the other information presented.

**ENDS**