New World Oil And Gas Regulatory News (NEW)

18 Jul 2006 07:49

Newcourt Group plc18 July 2006 18 July, 2006 For Immediate Release Not for release, publication or distribution, in whole or in part, in or into or from Australia, Canada, Japan or the United States Recommended Cash Offer by Davy Corporate Finance on behalf of Newcourt Group plc for Ely Property Group plc Summary Newcourt now confirms that it has received the irrevocable undertakings referredto in its announcement of earlier today. Accordingly the boards of Newcourtand Ely are pleased to announce that they have reached agreement on the terms ofa recommended Cash Offer, to be made by Davy Corporate Finance on behalf ofNewcourt, for the entire issued and to be issued ordinary share capital of Ely. The Cash Offer represents a premium to that price obtainable currently in themarket. It values each Ely Share at 5.632 pence and values the entire issued andto be issued share capital of Ely at approximately £15.2 million (€22.1million). It represents: • a premium of approximately 25.2 per cent. over the Closing Price of 4.5 pence per Ely Share on 5 June 2006, the last day prior to the commencement of the Offer Period; and • a premium of approximately 41.5 per cent. over the average Closing Price of 3.98 pence per Ely Share in the 6 months prior to the commencement of the Offer Period. Ely Shareholders will also be offered a Non Transferable Preference ShareAlternative under which they will be able to elect to receive a fixedcombination of Newcourt Non Transferable Convertible Preference Shares and cashin lieu of the cash to which they would otherwise be entitled under the basicterms of the Offer. The Offer will be subject to certain conditions set out in Appendix I, includingamongst other things the acceptance by Ely shareholders holding not less than 80per cent. of the issued and to be issued share capital of Ely and the passing ofNewcourt Shareholder Resolutions at an EGM to be held in August, 2006, toapprove, amongst other things, the creation and allotment of the Newcourt NonTransferable Convertible Preference Shares. Newcourt has received irrevocable undertakings to accept the Offer in respect of176,568,571 Ely Shares in aggregate, representing approximately 76.9 per cent.of the existing issued share capital of Ely. Of those, Philip Marley and JuliaInd have irrevocably undertaken to elect for the Non Transferable ConvertiblePreference Share Alternative in respect of their issued share shareholdings. Newcourt has also received irrevocable undertakings to accept the Offer inrespect of 40,968,788 Ely Share Options in aggregate, representing 100 per centof the total options in issue and 15.1 per cent of the fully diluted sharecapital of Ely. Accordingly Newcourt has received irrevocable undertakings to accept the Offerin respect of 176,568,571 Ely Shares and 40,968,788 Ely Share Options,representing in aggregate approximately 80.4 per cent. of the fully dilutedshare capital of Ely. The directors of Ely, who have been so advised by Dolmen Securities, considerthe terms of the Cash Offer to be fair and reasonable. In providing theiradvice, Dolmen Securities has taken into account the commercial assessments ofthe directors of Ely. Accordingly, the directors of Ely will unanimously recommend all ElyShareholders to accept the Cash Offer. The directors of Ely have irrevocablycommitted to accept the Offer in respect of their own beneficial holdingsamounting to in aggregate 176,568,571 ordinary shares representing approximately76.9 per cent. of the issued share capital of Ely and approximately 65.3 percent. of the fully diluted share capital of Ely. Commenting on the Cash Offer, Mr Laurence Davis, Chairman of Ely said: "that he,and the other directors of Ely, were pleased to recommend the offer fromNewcourt as it represented a fair and reasonable price for all shareholders andcommands a premium to the share price available in the market". He went to saythat "The growth in the Ely business to date had been somewhat restricted due tothe lack of scale of the company and that the acquisition by Newcourt shouldfacilitate faster growth." Mr Ted O'Neill, Chief Executive of Newcourt said that "Newcourt is very pleasedto have agreed a recommended offer for the aquisition of Ely. The business ofEly which is primarily the promotion and facilitation of infrastructuralaccommodation projects in the areas of third level student accommodation,pre-school learning premises and private hospitals and clinics, is a naturaladdition to the support and outsourced services businesses already operated byNewcourt. I am looking forward to working with Ely founder and CEO, Mr PhilipMarley, and his management colleagues to further strengthen and develop the Elybusiness. I am delighted that Philip Marley will continue as CEO of Ely andwill join the board of Newcourt as an executive director." This summary should be read in conjunction with the full text of the attachedannouncement. Enquiries:Newcourt Group Telephone: +353 86 821 4467Ted O'Neill, Chief Executive Davy Corporate FinanceIvan MurphyBrian Corr Telephone: +353 1 679 6363 (financial adviser to Newcourt) Murray PRJoe Murray Telephone:+353 1 498 0300 (PR Adviser to Newcourt) Ely Property Group Telephone: +353 86 608 6704Philip Marley, Chief Executive Dolmen SecuritiesPascal Keane Telephone: +353 1 633 3800Michael Hayden (financial adviser to Ely) Davy Corporate Finance, which is regulated in Ireland by the FinancialRegulator, is acting for Newcourt and no one else in connection with the Offerand will not be responsible to anyone other than Newcourt for providing theprotections afforded to clients of Davy Corporate Finance nor for providingadvice in relation to the Offer, the contents of this document or anytransaction or arrangement referred to herein. Dolmen Securities, which is regulated in Ireland by the Financial Regulator, isacting for Ely and no one else in connection with the Offer and will not beresponsible to anyone other than Ely for providing the protections afforded toclients of Dolmen Securities nor for providing advice in relation to the Offer,the contents of this document or any transaction or arrangement referred toherein. The availability of the Offer to persons outside Ireland may be affected by thelaws of the relevant jurisdiction. Such persons should inform themselves aboutand observe any applicable requirements. The Offer will not be made, directly orindirectly, in or into any jurisdiction where it would be unlawful to do so, orby use of the mails, or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerce,or by any facility of a national securities exchange of any jurisdiction whereit would be unlawful to do so, and the Offer will not be capable of acceptanceby any such means, instrumentality or facility from or within any jurisdictionwhere it would be unlawful to do so. Accordingly, copies of this announcementand all other documents relating to the Offer are not being, and must not be,mailed or otherwise forwarded, distributed or sent in, into or from anyjurisdiction where it would be unlawful to do so. Persons receiving suchdocuments (including, without limitation, nominees, trustees and custodians)should observe these restrictions. Failure to do so may invalidate any relatedpurported acceptance of the Offer. Notwithstanding the foregoing restrictions,Newcourt reserves the right to permit the Offer to be accepted if, in its solediscretion, it is satisfied that the transaction in question is exempt from ornot subject to the legislation or regulation giving rise to the restrictions inquestion. The full text of the conditions and reference to certain further terms of theOffer are set out in Appendix I and form part of this announcement. The directors of Newcourt accept responsibility for the information contained inthis announcement, other than that relating to Ely, the Ely Group, the directorsof Ely and members of their immediate families, related trusts and personsconnected with them. To the best of the knowledge and belief of the directors ofNewcourt (who have taken all reasonable care to ensure that such is the case),the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. The directors of Ely accept responsibility for the information contained in thisannouncement relating to Ely, the Ely Group, the directors of Ely and members oftheir immediate families, related trusts and persons connected with them. To thebest of the knowledge and belief of the directors of Ely (who have taken allreasonable care to ensure that such is the case), the information contained inthis announcement for which they respectively accept responsibility is inaccordance with the facts and does not omit anything likely to affect the importof such information. This announcement does not constitute an offer to sell or an invitation topurchase or the solicitation of an offer to subscribe for any securities. Anyresponse in relation to the Offer should only be made on the basis of theinformation contained in the Offer Document or any document by which the Offeris made. Any person who is the holder of 1 per cent. or more of any class of shares inEly or Newcourt may be required to make disclosures pursuant to Rule 8.3 of theTakeover Rules. 18 July 2006 Not for release, publication or distribution, in whole or in part, in or into or from Australia, Canada, Japan or the United States Recommended Cash Offer by Davy Corporate Finance on behalf of Newcourt Group Plc for Ely Property Group plc 1. Introduction The boards of Newcourt and Ely are pleased to announce that they have reachedagreement on the terms of a recommended Cash Offer, to be made by Davy CorporateFinance on behalf of Newcourt, for the entire issued and to be issued ordinaryshare capital of Ely. The making of the Offer is subject to certain conditionsset out in Appendix I including amongst other things the acceptance by Elyshareholders holding not less than 80 per cent. of the issued and to be issuedshare capital of Ely and the passing of Newcourt Shareholder Resolutions at anEGM to be held in August, 2006, to approve, amongst other things, the creationand allotment of Newcourt Non Transferable Convertible Preference Shares. 2. Recommendation The directors of Ely, who have been so advised by Dolmen Securities, considerthe terms of the Cash Offer to be fair and reasonable. In providing theiradvice, Dolmen Securities has taken into account the commercial assessments ofthe directors of Ely. The directors of Ely will unanimously recommend all Ely Shareholders to acceptthe Offer, as they have irrevocably committed to do so themselves in respect oftheir own beneficial holdings, amounting to in aggregate 176,568,571 ordinaryshares representing approximately 76.9 per cent. of the issued share capital ofEly and approximately 65.3 per cent. of the fully diluted share capital of Ely.The directors of Ely have also irrevocably committed to accept the Offer inrespect of their share options, amounting to in aggregate 25,100,000 Ely shareoptions, representing approximately 9.3 per cent. of the fully diluted sharecapital of Ely. 3. The Cash Offer On behalf of Newcourt, Davy Corporate Finance will offer to acquire all of theissued and to be issued share capital of Ely, subject to the conditions and onthe terms set out in Appendix I to this announcement and to be set out in theOffer Document and the Form of Acceptance, on the following basis: 5.632 pence in cash for every Ely Share The Cash Offer represents: • a premium of approximately 25.2 per cent. over the Closing Price of 4.5 pence per Ely Share on 5 June 2006, the last day prior to the commencement of the Offer Period; and • a premium of approximately 41.5 per cent. over the average Closing Price of 3.98 pence per Ely Share in the 6 months prior to the commencement of the Offer Period. The Cash Offer values the entire issued and to be issued share capital of Ely atapproximately £15.2 million (€22.1 million). Assuming all of the outstandingEly options become exercised as a consequence of the Offer and taking intoaccount the resultant increase in the issued share capital of Ely, then anadditional £2 million (€2.98 million) in cash will be subscribed by ElyOptionholders into Ely prior to settlement of the Offer by Newcourt. Thus thetotal net cost of the offer to Newcourt will be approximately £13.2 million(€19.15 million). The Offer will extend to all Ely Shares unconditionally allotted or issued onthe date of the Offer, together with any further such shares which areunconditionally allotted or issued (including pursuant to the exercise ofoptions under the Ely Share Option Scheme and the Additional Option Grants)while the Offer remains open for acceptance or until such earlier date as,subject to the Takeover Rules, Newcourt may decide. The Ely Shares are to be acquired fully paid and free from all liens, chargesand encumbrances, rights of pre-emption and any other third party rights orinterests of any nature whatsoever and together with all rights attachingthereto including the right to receive all dividends and other distributions (ifany) declared, made or paid thereafter. 4. Non Transferable Convertible Preference Share Alternative Ely Shareholders will be offered a Non Transferable Convertible Preference ShareAlternative under which they will be able to elect to receive a fixedcombination of Newcourt Non Transferable Convertible Preference Shares and cashin lieu of the cash to which they would otherwise be entitled under the basicterms of the Offer. The Non Transferable Convertible Preference Share Alternative is being madeavailable on the following basis: for every 127 Ely Shares 2 Newcourt Non Transferable Convertible Preference Shares Ely shareholders who elect to receive Newcourt Non Transferable ConvertiblePreference Shares can only elect to do so for a fixed 33.9% of the value oftheir shareholding in Ely, with the remainder payable in cash. Fractions of Newcourt Non Transferable Convertible Preference Shares will not beallotted and the number of Newcourt Non Transferable Convertible PreferenceShares allotted to each accepting Ely Shareholder who validly accepts the Offerand elects for the Non Transferable Convertible Preference Share Alternativewill be rounded down to the nearest whole number, with the balance ofconsideration paid in cash. The Non Transferable Convertible Preference Share Alternative will remain openuntil 1.00pm on the first closing date of the Offer after which time it will nolonger be available. The issued share capital of Newcourt currently comprises 83,182,048 ordinaryshares of €0.25 each. It is proposed that the Non Transferable ConvertiblePreference Shares will be created pursuant to the Newcourt ShareholderResolutions at an EGM to be held in August, 2006, and, on the assumption thatsuch resolution is passed, the issued share capital of Newcourt will beincreased by the number of Non Transferable Convertible Preference Shares issuedto Ely Shareholders if they elect to receive them in the Offer. The Offer isconditional upon, amongst other things, the passing of the Newcourt ShareholderResolutions. The Non Transferable Convertible Preference Shares issued pursuant to the NonTransferable Convertible Preference Share Alternative will be issued credited asfully paid and will be issued free from all liens, equities, encumbrances andother interests. No application will be made for the Newcourt Non Transferable ConvertiblePreference Shares to be admitted to listing or dealing on any stock exchange, orany other market for securities. They will be non transferable and will carryno voting rights. Each Non Transferable Convertible Preference Share may be converted into fourordinary shares in Newcourt after the expiry of one year from allotment. Theright of conversion will vest with both the holders and the board of Newcourt. In the event that conversion does not occur after twelve months from theanniversary of their allotment, the holders will have a right to a coupon of 5per cent. per annum on their par value such coupon only being payable annuallyfor the periods commencing from the first anniversary of allotment. Further details of the Non Transferable Convertible Preference Share will becontained in the Offer Document. Ely Shareholders should note that the directors of Ely, who have been advised byDolmen Securities, are not making any recommendation in relation to the NonTransferable Convertible Preference Share Alternative. 5. Irrevocable undertakings Newcourt has received irrevocable undertakings to accept the Offer in respect of176,568,571 Ely Shares in aggregate, representing approximately 76.9 per cent.of the existing issued share capital and 65.3 per cent of the fully dilutedshare capital of Ely. Of the total irrevocables, the directors of Ely have given irrevocableundertakings to accept the Offer in respect of 176,568,571 Ely Shares inaggregate, representing approximately 76.9 per cent. of the existing issuedshare capital and 65.3 per cent of the fully diluted share capital of Ely. Ofthose, Philip Marley and Julia Ind have irrevocably undertaken to elect for theNon Transferable Convertible Preference Share Alternative in respect of theirissued shareholdings. Newcourt has also received irrevocable undertakings from the Ely Optionholdersto accept the Offer in respect of 40,968,788 Ely Share Options in aggregate,representing 100 per cent. of the total options in issue and 15.1 per cent ofthe fully diluted share capital of Ely. Both the undertakings in relation to the Ely Shares and Ely Share Options willcease to be binding if: (i) a competing offer is made by a third party where the consideration for such offer is 12.5 per cent. or greater than the value of the Offer and Newcourt has not announced an amendment to the Offer, within 10 business days of the announcement of the competing offer, where the consideration is at least as favourable as the competing offer; or (ii) the Offer, once made, lapses or is withdrawn. 6. Information on Ely Ely is an Irish registered public limited company which has been quoted on theAIM market of the London Stock Exchange since 11 August 2005. Ely is a promoter and facilitator of infrastructural accommodation projects inthe areas of third level student living accommodation where it has been involvedin the acquisition, development and management of student and residentialproperty. It is also in discussions and negotiations in relation to projectsinvolving pre-school learning premises and private healthcare. Ely had a turnover and profit before tax of €4.5 million and €1.5 millionrespectively for the fourteen month period ended 31 December 2005. Philip Marley and Julia Ind, directors and shareholders of Ely have entered intoan agreement with Newcourt whereby they have given certain covenants andwarranties to Newcourt in respect of Ely. 7. Information on Newcourt Newcourt is the holding company of a group that operates in the outsourcedservices sector in Ireland with two operating divisions, Federal Group -security and outsourced services and Sigmar Group - recruitment and staffingsolutions. Federal Group is one of the leading security providers on the island of Irelandemploying in excess of 2,100 security officers at the end of June 2006. FederalGroup also has subsidiaries involved in electronic security (STI and HEA),facilities management (BSFM), health and safety (Nifast) and business processoutsourcing (Ecom Interaction). Sigmar Group is one of the leading recruitment companies in Ireland with officesin Dublin, Cork, Prague and Warsaw, and with divisions operating in the aviationsector and executive recruitment. Newcourt had a turnover of €65 million and operating profit before goodwillamortisation of €4.2 million for the year ended 31 December 2005. Davy Corporate Finance is acting as financial adviser to Newcourt. 8. Independent Advice Ely Shareholders should be aware that the Newcourt Non Transferable ConvertiblePreference Shares to be issued in respect of the Non Transferable ConvertiblePreference Share Alternative will not be transferable, may only be converted atleast one year from allotment (and then only at the option of the holder orNewcourt), will not be admitted to trading on any stock exchange, or othermarket for securities, and will not be entitled to any coupon for the first yearfrom allotment. Thus an election for the Non Transferable Convertible PreferenceShare Alternative would, accordingly, represent an investment in a non-tradeableand non-negotiable instrument. Further information relating to the Newcourt NonTransferable Convertible Preference Shares will be set out in the OfferDocument. The choice of whether or not to elect for the Non TransferableConvertible Preference Share Alternative is a matter for each accepting ElyShareholder and will depend on a number of factors such as personal financialand taxation circumstances and investment objectives. The directors of Ely,advised by Dolmen Securities, cannot, and does not, give any advice orrecommendation in relation to whether or not Ely Shareholders should elect forthe Non Transferable Convertible Preference Share Alternative. 9. Reasons for the Offer The directors of Newcourt believe that the acquisition of Ely represents anattractive entry-point into the property management market in Ireland and theUK. In addition to providing a further attractive operating division forNewcourt in the provision of infrastructure services for the educational andhealthcare sectors, there are a number of areas where the directors of Newcourtbelieve that the groups will be complementary. Ely is a promoter and facilitator of infrastructural accommodation projectsparticularly in the area of third level student living accommodation. It isalso in discussions and negotiations in relation to projects involvingpre-school learning premises and private healthcare. The directors of Newcourtbelieve that this is a successful business model that can be grown further inits own right in the future. Furthermore, the directors of Newcourt believe thatEly will provide increased opportunities to promote and cross-sell services andproducts from other Newcourt group companies, in particular: • Manguarding security services to both hospital and third level institutions; • Electronic security solutions to both hospital amid third level institution; • Building facilities and property management; • Health care recruitment; • Call and contact centre services in both education and health; and • Health and safety training. 10. Newcourt's Strategy for Ely Newcourt intends to continue the activities of Ely as a separate operatingdivison within Newcourt. The directors of Newcourt believe that the scale ofNewcourt and its ability to obtain financing for new Ely projects at moreadvantageous rates than were previously available to Ely as an independentcompany will be of benefit to Ely and its ability to generate profits in thefuture. 11. Financing The Offer will be financed from existing cash resources, amounts drawn down fromthe Newcourt's existing acquisition finance facility and committed funds from aplacing of new Newcourt ordinary shares which was announced today. Davy Corporate Finance has satisfied itself that resources are available toNewcourt sufficient to satisfy full acceptance of the Offer. 12. Management and Employees Newcourt has given assurances to the directors of Ely that, following the Offerbecoming unconditional in all respects, the existing employment rights,including pension rights, of the employees of Ely will be fully safeguarded. In the event that the Offer becomes or is declared unconditional in allrespects, it is intended that Philip Marley, Chief Executive of Ely will jointhe board of Newcourt. 13. Ely Share Options The Offer will extend to any Ely Shares unconditionally allotted or issuedpursuant to the exercise of options under the Ely Share Option Scheme and underthe Additional Option Grants while the Offer remains open for acceptance.Appropriate proposals will be made to holders of options over Ely Shares in duecourse. 14. Expense Reimbursement Agreement Newcourt and Ely have entered into an Expense Reimbursement Agreement dated 18July 2006, the terms of which have been approved by the Panel, whereby Ely hasagreed to pay the specific quantifiable third party costs and out of pocketexpenses (including irrevocable VAT) incurred by Newcourt in connection with theOffer up to a maximum of 1% of the value of the Offer in the event that (a) athird party offer for Ely is made and is either recommended by the board of Elyor such third party offer is declared unconditional in all respects or iscompleted or (b) the board of Ely ceases to recommend the Offer or adverselymodifies its recommendation or withdraws it. The third party costs are notpayable if the Offer Document is not posted within 28 days from today's date(however, the third party costs are payable in circumstances where the Panelconsents to the non-issue of the Offer Document as a result of a highercompeting third party offer). The board of Ely and Dolmen Securities, independent financial advisor to thedirectors of Ely, have confirmed in writing to the Panel, in accordance withNote 1 of Rule 21.2 of the Takeover Rules that in the opinion of the directorsof Ely and Dolmen Securities, the expense reimbursement agreement is in the bestinterests of the shareholders of Ely. 15. Non Solicitation Philip Marley and Julia Ind on their own behalf and on behalf of the board ofEly have agreed with Newcourt that they will not solicit any approach by a thirdparty in relation to a possible offer for Ely for a period ending on 31 July,2006. 16. Offer Document The Offer Document, containing the full terms and conditions of the Offer, willbe posted as soon as practicable to Ely Shareholders and, for information only,to Ely Optionholders. 17. Disclosure of Interests in Ely As at the close of business on 17 July, 2006, being the latest practicable dayprior to the date of this announcement, Newcourt did not own any Ely Shares. 18. Settlement, De-listing and Re-registration The consideration will, in relation to Ely Shareholders who validly accept theOffer up to the time the Offer becomes or is declared unconditional in allrespects, be despatched not later than 14 days after the Offer becomes or isdeclared unconditional in all respects, or thereafter within 14 days of receiptof acceptance of the Offer. If the Offer becomes or is declared unconditional in all respects and sufficientacceptances have been received, Newcourt intends to apply the provisions ofSection 204 of the Companies Act, 1963 to acquire compulsorily any outstandingEly Shares not acquired or agreed to be acquired pursuant to the Offer orotherwise. As soon as it is appropriate and possible to do so and subject to the Offerbecoming or being declared unconditional in all respects, and subject to anyapplicable requirements of the AIM Market of the London Stock Exchange, Newcourtintends to apply for the cancellation of the admission to trading of Ely Shareson the London Stock Exchange's AIM market and to propose a resolution tore-register Ely as a private company under the relevant provisions of theCompanies (Amendment) Act, 1983. It is anticipated that the cancellation of suchadmission to trading will take effect no earlier than 20 business days after theday on which the offer has been declared unconditional in all respects. 19. General This announcement does not constitute an offer or an invitation to offer topurchase or subscribe for any securities. This announcement is being madepursuant to Rule 2.5 of the Takeover Rules. Davy Corporate Finance, which is regulated in Ireland by the FinancialRegulator, is acting for Newcourt and for no one else in connection with theOffer and will not be responsible to anyone other than Newcourt for providingthe protections afforded to clients of Davy Corporate Finance nor for providingadvice in relation to the Offer, the contents of this document or anytransaction or arrangement referred to herein. Dolmen Securities, which is regulated in Ireland by the Financial Regulator, isacting for Ely and for no one else in connection with the Offer and will not beresponsible to anyone other than Ely for providing the protections afforded toclients of Dolmen Securities nor for providing advice in relation to the Offer,the contents of this document or any transaction or arrangement referred toherein. The availability of the Offer to persons outside Ireland may be affected by thelaws of the relevant jurisdiction. Such persons should inform themselves aboutand observe any applicable requirements. The Offer will not be made, directly orindirectly, in or into any jurisdiction where it would be unlawful to do so, orby use of the mails, or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerce,or by any facility of a national securities exchange of any jurisdiction whereit would be unlawful to do so, and the Offer will not be capable of acceptanceby any such means, instrumentality or facility from or within any jurisdictionwhere it would be unlawful to do so. Accordingly, copies of this announcementand all other documents relating to the Offer are not being, and must not be,mailed or otherwise forwarded, distributed or sent in, into or from anyjurisdiction where it would be unlawful to do so. Persons receiving suchdocuments (including, without limitation, nominees, trustees and custodians)should observe these restrictions. Failure to do so may invalidate any relatedpurported acceptance of the Offer. Notwithstanding the foregoing restrictions,Newcourt reserves the right to permit the Offer to be accepted if, in its solediscretion, it is satisfied that the transaction in question is exempt from ornot subject to the legislation or regulation giving rise to the restrictions inquestion. The full text of the conditions and reference to certain further terms of theOffer are set out in Appendix I and form part of this announcement. The directors of Newcourt accept responsibility for the information contained inthis announcement, other than that relating to Ely, the Ely Group, the directorsof Ely and members of their immediate families, related trusts and personsconnected with them. To the best of the knowledge and belief of the directors ofNewcourt (who have taken all reasonable care to ensure that such is the case),the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. The directors of Ely accept responsibility for the information contained in thisannouncement relating to Ely, the Ely Group, the directors of Ely and members oftheir immediate families, related trusts and persons connected with them. Thedirectors of Ely accept responsibility for the recommendation and the relatedopinions contained in this announcement. To the best of the knowledge and beliefof the directors of Ely (who have taken all reasonable care to ensure that suchis the case), the information contained in this announcement for which theyaccept responsibility is in accordance with the facts and does not omit anythinglikely to affect the import of such information. Appendix I Conditions to and certain further terms of the Offer The Offer will be made by Davy Corporate Finance on behalf of Newcourt and willcomply with the Takeover Rules and the rules and regulations of the London StockExchange and will be subject to the terms and conditions set out below and to beset out in the Offer Document (and the related acceptance document). The Offerand any acceptances thereunder will be governed by Irish law and be subject tothe exclusive jurisdiction of the courts of Ireland which exclusivity shall notlimit the right to seek provisional or protective relief in the Courts ofanother State, during or after any substantive proceedings have been institutedin Ireland, nor shall it limit the right to bring enforcement proceedings inanother State on foot of an Irish judgment. The Offer will be subject to the following conditions: a) valid acceptances being received (and not, where permitted, withdrawn)by not later than 3.00 p.m. (Dublin time) on the initial closing date (or suchlater time(s) and/or date(s) as Newcourt may, subject to the Takeover Rules,decide) in respect of not less than 80 per cent. (or such lower percentage asNewcourt may decide) in nominal value of the Ely Shares Affected, provided thatthis condition shall not be satisfied unless Newcourt shall have acquired oragreed to acquire (whether pursuant to the Offer or otherwise) Ely Sharescarrying in aggregate more than 50 per cent. of the voting rights thenexercisable at a general meeting of Ely. For the purposes of this condition: i. any Ely Shares which have been unconditionally allotted shallbe deemed to carry the voting rights they will carry upon their being entered inthe register of members of Ely; and ii. the expression "Ely Shares Affected" shall mean: A. Ely Shares issued or allotted on or before the date the Offeris made; and B. Ely Shares issued or allotted after that date but before the time at whichthe Offer closes, or such earlier date as Newcourt may, subject to the TakeoverRules, decide (not being earlier than the date on which the Offer becomesunconditional as to acceptances or, if later, the initial closing date); but excluding any Ely Shares which, on the date the Offer is made, are held inthe beneficial ownership of Newcourt within the meaning of section 204 of theCompanies Act, 1963; b) the passing at an extraordinary general meeting of Newcourt (or anyadjournment thereof) of the Newcourt Shareholder Resolutions; c) no central bank, government or governmental, quasi-governmental,supranational, statutory, regulatory or investigative body, including anynational anti-trust or merger control authorities, court, tribunal, tradeagency, professional association, environmental body, any analogous bodywhatsoever or tribunal in any jurisdiction or any person (each a "Third Party")having decided to take, institute or implement any action, proceeding, suit,investigation, enquiry or reference or having made, proposed or enacted anystatute, regulation or order or having done or decided to do anything whichwould or would reasonably be expected to: i) make the Offer or its implementation, or the acquisition or theproposed acquisition by Newcourt of any shares in, or control of, Ely, or any ofthe assets of Ely void, illegal or unenforceable under the laws of anyjurisdiction in which Ely or any subsidiary or subsidiary undertaking of Elywhich is material in the context of the Ely Group taken as a whole (a "MaterialSubsidiary") is incorporated or carries on a business which is material in thecontext of the Ely Group taken as a whole, or otherwise, directly or indirectly,restrain, revoke, prohibit, materially restrict or materially delay the same orimpose additional or different conditions or obligations with respect thereto(except for conditions or obligations that would not be material (in value termsor otherwise) in the context of the Ely Group taken as a whole), or otherwisechallenge or interfere therewith (except where the result of such challenge orinterference would not have, or would not reasonably be expected to have, amaterial adverse effect on the Ely Group taken as a whole); ii) result in a material delay in the ability of Newcourt, or renderNewcourt unable, to acquire some or all of the Ely Shares or require adivestiture by Newcourt of any shares in Ely; iii) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Ely Group taken as a whole) requirethe divestiture by Newcourt or by any member of the Ely Group of all or anyportion of their respective businesses, assets (including, without limitation,the shares or securities of any other member of the Ely Group) or property or(except where the consequences thereof would not be material (in value terms orotherwise) in the context of the Ely Group taken as a whole) impose any materiallimitation on the ability of any of them to conduct their respective businesses(or any of them) or own their respective assets or properties or any partthereof; iv) impose any material limitation on or result in a material delay in theability of Newcourt to acquire, or to hold or to exercise effectively, directlyor indirectly, all or any rights of ownership of shares (or the equivalent) in,or to exercise voting or management control over, Ely or any Material Subsidiaryor (except where the consequences thereof would not be material (in value termsor otherwise) in the context of the Ely Group taken as a whole) on the abilityof any member of the Ely Group to hold or exercise effectively, directly orindirectly, rights of ownership of shares (or the equivalent) in, or to exerciserights of voting or management control over, any member of the Ely Group; v) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Ely Group taken as a whole), requireNewcourt or any member of the Ely Group to acquire or offer to acquire anyshares or other securities (or the equivalent) in, or any interest in any assetowned by, any member of the Ely Group owned by any third party; vi) cause any member of the Ely Group to cease to be entitled to anyAuthorisation (as defined in paragraph (d) below) used by it in the carrying onof its business (except where the consequences thereof would not be material (invalue terms or otherwise) in the context of the Ely Group taken as a whole); or vii) otherwise adversely affect the business, profits, assets, liabilities,financial or trading position of any member of the Ely Group (except where theconsequences thereof would not be material (in value terms or otherwise) in thecontext of the Ely Group taken as a whole); viii) impose any limitation on the ability of any member of the Ely Group tointegrate or co-ordinate its business, or any part of it, with the businesses ofany member of the Ely Group (except where the consequences thereof would not bematerial (in value terms or otherwise) in the context of the Ely Group taken asa whole); d) all necessary notifications and filings having been made, all necessarywaiting and other time periods (including any extensions thereof) under anyapplicable legislation or regulation of any jurisdiction in which Ely or aMaterial Subsidiary shall be incorporated or carry on any business which ismaterial in the context of the Ely Group taken as a whole having expired, lapsedor having been terminated (as appropriate) (save to an extent which would not bematerial (in value terms or otherwise) in the context of the Ely Group taken asa whole) and all statutory or regulatory obligations in any jurisdiction inwhich Ely or a Material Subsidiary shall be incorporated or carry on anybusiness which is material in the context of the Ely Group taken as a wholehaving been complied with (save to an extent which would not be material (invalue terms or otherwise) in the context of the Ely Group taken as a whole), ineach case, in connection with the Offer or its implementation and allauthorisations, orders, recognitions, grants, consents, clearances,confirmations, licences, permissions and approvals in any jurisdiction("Authorisations") reasonably deemed necessary or appropriate by Newcourt for orin respect of the Offer having been obtained on terms and in a form reasonablysatisfactory to Newcourt from all appropriate Third Parties (except where theconsequence of the absence of any such Authorisation would not be material (invalue terms or otherwise) in the context of the Ely Group taken as a whole), allsuch Authorisations remaining in full force and effect, there being no notifiedintention to revoke or vary or not to renew the same at the time at which theOffer becomes otherwise unconditional and all necessary statutory or regulatoryobligations in any such jurisdiction having been complied with (except where theconsequence thereof would not be material (in value terms or otherwise) in thecontext of the Ely Group taken as a whole); e) all applicable waiting periods and any other time periods during whichany Third Party could, in respect of the Offer or the acquisition or proposedacquisition of any shares or other securities (or the equivalent) in, or controlof, Ely or any member of the Ely Group by Newcourt, institute or implement anyaction, proceedings, suit, investigation, enquiry or reference under the laws ofany jurisdiction in which Ely or a Material Subsidiary shall be incorporated orcarry on any business which is material in the context of the Ely Group taken asa whole which would be reasonably expected adversely to affect (to an extentwhich would be material (in value terms or otherwise) in the context of the ElyGroup taken as a whole) any member of the Ely Group, having expired, lapsed orbeen terminated; f) except as disclosed, there being no provision of any arrangement,agreement, licence, permit, franchise, facility, lease or other instrument towhich any member of the Ely Group is a party or by or to which any such memberor any of its respective assets may be bound, entitled or be subject and which,in consequence of the Offer or the acquisition or proposed acquisition byNewcourt of any shares or other securities (or the equivalent) in or control of,Ely or any member of the Ely Group or because of a change in the control ormanagement of Ely or otherwise, would or would be reasonably expected to result(except where, in any of the following cases, the consequences thereof would notbe material (in value terms or otherwise) in the context of the Ely Group takenas whole) in: i) any monies borrowed by, or any indebtedness or liability (actual orcontingent) of, or any grant available to any member of the Ely Group becoming,or becoming capable of being declared, repayable immediately or prior to theiror its stated maturity or the ability of any such member to borrow monies orincur any indebtedness being withdrawn or inhibited under any existing facilityor loan agreement; ii) the creation or enforcement of any mortgage, charge or other securityinterest wherever existing or having arisen over the whole or any part of thebusiness, property or assets of any member of the Ely Group or any suchmortgage, charge or other security interest becoming enforceable; iii) any such arrangement, agreement, licence, permit, franchise, facility,lease or other instrument or the rights, liabilities, obligations or interestsof any member of the Ely Group thereunder, or the business of any such memberwith, any person, firm or body (or any arrangement or arrangements relating toany such interest or business) being terminated or adversely modified or anyadverse action being taken or any obligation or liability arising thereunder; iv) any assets or interests of, or any asset the use of which is enjoyed by,any member of the Ely Group being or falling to be disposed of or charged, orceasing to be available to any member of the Ely Group or any right arisingunder which any such asset or interest would be required to be disposed of orcharged or would cease to be available to any member of the Ely Group otherwisethan in the ordinary course of business; v) any member of the Ely Group ceasing to be able to carry on businessunder any name under which it presently does so; vi) the value of, or financial or trading position of any member of the ElyGroup being prejudiced or adversely affected; or vii) the creation of any liability or liabilities (actual or contingent) byany member of the Ely Group; unless, if any such provision exists, such provision shall have been waived,modified or amended on terms satisfactory to Newcourt; g) except as disclosed and/or save as publicly announced (by the deliveryof an announcement to the London Stock Exchange or otherwise publicly disclosedin the Ely Group annual report for the period ended 31 December 2005) by Ely onor prior to 17 July, 2006, no member of the Ely Group having, since 31 December,2005: i) issued or agreed to issue additional shares of any class, orsecurities convertible into or exchangeable for, or rights, warrants or optionsto subscribe for or acquire, any such shares or convertible or exchangeablesecurities (except for issues to Ely or wholly-owned subsidiaries of Ely); ii) recommended, declared, paid or made any bonus, dividend or otherdistribution other than bonuses, dividends or other distributions other thanbonus issues, dividends or other distributions lawfully paid or made or issuedto another member of the Ely Group; iii) (save for transactions between two or more members of the Ely Group('intra-Ely Group transactions')) made or authorised, proposed or announced anychange in its loan capital (save in respect of loan capital which is notmaterial (in value terms or otherwise) in the context of the Ely Group taken asa whole); iv) save for intra-Ely Group transactions, implemented, authorised, proposedor announced its intention to propose any merger, demerger, reconstruction,amalgamation, scheme or (except in the ordinary and usual course of trading)acquisition or disposal of (or of any interest in) assets or shares (or theequivalent thereof) in any undertaking or undertakings (except in any such casewhere the consequences of any such merger, demerger, reconstruction,amalgamation, scheme, acquisition or disposal would not be material (in valueterms or otherwise) in the context of the Ely Group taken as a whole); v) except in the ordinary and usual course of business entered into ormaterially improved, or made any offer (which remains open for acceptance) toenter into or improve, the terms of the employment contract with any director ofEly or any person occupying one of the senior executive positions in the ElyGroup; vi) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Ely Group, taken as a whole) issued oragreed to issue any loan capital or (save in the ordinary course of business andsave for intra-Ely Group transactions) debentures or incurred any indebtednessor contingent liability; vii) purchased, redeemed or repaid or announced any offer to purchase, redeemor repay any of its own shares or other securities (or the equivalent) orreduced or made any other change to any part of its share capital; viii) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Ely Group taken as a whole) (A) mergedwith any body corporate, partnership or business, or (B) and save for intra-ElyGroup transactions acquired or disposed of, transferred, mortgaged or encumberedany assets or any right, title or interest in any asset (including shares andtrade investments); ix) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Ely Group taken as a whole), enteredinto or varied any contract, transaction, arrangement or commitment or announcedits intention to enter into or vary any contract, transaction, arrangement orcommitment (whether in respect of capital expenditure or otherwise) which is ofa long term, onerous or unusual nature or magnitude or which is or could bematerially restrictive on the business of any member of the Ely Group; x) waived or compromised any claim which would be material (in value termsor otherwise) in the context of the Ely Group taken as a whole; xi) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Ely Group, taken as a whole) beenunable, or admitted in writing that it is unable, to pay its debts or havingstopped or suspended (or threatened to stop or suspend) payment of its debtsgenerally or (except where the consequences thereof would not be material (invalue terms or otherwise) in the context of the Ely Group taken as a whole)ceased or threatened to cease to carry on all or a substantial part of anybusiness; xii) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Ely Group taken as a whole) and savefor voluntary solvent liquidations, taken any corporate action or had any legalproceedings instituted against it in respect of its winding-up, dissolution,examination or reorganisation or for the appointment of a receiver, examiner,administrator, administrative receiver, trustee or similar officer of all or anypart of its assets or revenues, or (A) any analogous proceedings in anyjurisdiction, or (B) appointed any analogous person in any jurisdiction in whichEly shall be incorporated or carry on any business which is material in thecontext of the Ely Group taken as a whole; xiii) entered into any agreement, contract or commitment or passed anyresolution or made any offer or announcement with respect to, or to effect anyof the transactions, matters or events set out in this condition; or xiv) except in the case of subsidiaries for amendments which are not material,amended its memorandum or articles of association; h) except as disclosed and/or save as publicly announced by Ely (bydelivery of an announcement to the London Stock Exchange or otherwise publiclydisclosed in the Ely Group annual report for the period ended 31 December 2005)on or prior to 17 July, 2006: i) there not having arisen any adverse change or deterioration in thebusiness, assets, financial or trading position or profits of Ely or any memberof the Ely Group (save to an extent which would not be material (in value termsor otherwise) in the context of the Ely Group taken as a whole); ii) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the Ely Group is or would reasonably beexpected to become a party (whether as plaintiff or defendant or otherwise) andno investigation by any Third Party against or in respect of any member of theEly Group having been instituted or remaining outstanding by, against or inrespect of any member of the Ely Group (save where the consequences of suchlitigation, arbitration proceedings, prosecution or other legal proceedings orinvestigation are not or would not be material (in value terms or otherwise) inthe context of the Ely Group taken as a whole); iii) no contingent or other liability existing or having arisen or becomeapparent to any member of Newcourt which would reasonably be expected to affectadversely any member of the Ely Group (save where such liability is not or wouldnot be material (in value terms) in the context of the Ely Group taken as awhole); and iv) no steps having been taken which are likely to result in the withdrawal,cancellation, termination or modification of any licence, consent, permit orauthorisation held by any member of the Ely Group which is necessary for theproper carrying on of its business and which is material in the context of theEly Group; i) except as disclosed, Newcourt not having discovered that anyfinancial, business or other information concerning the Ely Group which ismaterial in the context of the Ely Group taken as a whole and which has beenpublicly disclosed, is materially misleading, contains a materialmisrepresentation of fact or omits to state a fact necessary to make theinformation contained therein not misleading (save where the consequencesthereof would not be material (in value terms or otherwise) in the context ofthe Ely Group taken as a whole); j) except as disclosed and/or save as publicly announced (by delivery ofan announcement to the London Stock Exchange or otherwise publicly disclosed inthe Ely Group annual report for the period ended 31 December, 2005) by Ely on orprior to 17 July, 2006, Newcourt not having discovered: i) that any member of the Ely Group or any partnership, company or otherentity in which any member of the Ely Group has an interest and which is not asubsidiary undertaking of Ely is subject to any liability, contingent orotherwise (save where such liability is not or would not be material (in valueterms or otherwise) in the context of the Ely Group taken as whole); ii) in relation to any release, emission, discharge, disposal or other factor circumstance which has caused or might impair the environment or harm humanhealth, that any past or present member of the Ely Group has acted in materialviolation of any laws, statutes, regulations, notices or other legal orregulatory requirements of any Third Party (except where the consequencesthereof would not be material (in value terms or otherwise) in the context ofthe Ely Group, taken as a whole); iii) that there is, or is likely to be, any liability, whether actual orcontingent, to make good, repair, reinstate or clean up any property now orpreviously owned, occupied or made use of by any past or present member of theEly Group or any other property or any controlled waters under any environmentallegislation, regulation, notice, circular, order or other lawful requirement ofany relevant Authority (whether by formal notice or order or not) or Third Partyor otherwise (save where such liability is not or would not be material (invalue terms or otherwise) in the context of the Ely Group taken as a whole); and iv) that circumstances exist which are likely to result in any actual orcontingent liability to any member of the Ely Group under any applicablelegislation referred to in sub-paragraph (iii) above to improve or modifyexisting or install new plant, machinery or equipment or to carry out anychanges in the processes currently carried out (save where such liability is notor would not be material (in value terms or otherwise) in the context of the ElyGroup taken as a whole); k) for the purposes of the conditions set out above: i. "Disclosed" means fairly disclosed by or on behalf of Ely,in writing, to Davy Corporate Finance or its or their respective employers,officers or advisers at any time up to the date of this announcement; ii. "Ely Group" means Ely and its subsidiaries and subsidiaryundertakings including its associated undertakings and any entities in which anymember holds a substantial interest; iii. "initial closing date" means 3.00 p.m. (Dublin time) on thedate fixed by Newcourt as the first closing date of the Offer, unless and untilNewcourt in its discretion shall have extended the initial offer period, inwhich case the term "initial closing date" shall mean the latest time and dateat which the initial offer period, as so extended by Newcourt, will expire or,if earlier, the date on which the Offer becomes or is declared unconditional inall respects; iv. "initial offer period" means the period from the date of theOffer Document to and including the initial closing date; v. "parent undertaking", "subsidiary undertaking", "associatedundertaking" and "undertaking" have the meanings given by the EuropeanCommunities (Companies: Group Accounts) Regulations, 1992; and vi. "substantial interest" means an interest in 20 per cent. ormore of the voting equity capital of an undertaking. Subject to the requirements of the Panel, Newcourt reserves the right (but shallbe under no obligation) to waive, in whole or in part, all or any of the aboveconditions apart from conditions (a) and (b). The Offer will lapse unless all of the conditions set out above have beenfulfilled or (if capable of waiver) waived or, where appropriate, have beendetermined by Newcourt to be or to remain satisfied on the day which is 21 daysafter the later of the initial closing date, the date on which condition (a) isfulfilled or such later date as Newcourt may, with the consent of the Panel (tothe extent required) decide. Except for condition (a), Newcourt shall not beobliged to waive (if capable of waiver) or treat as satisfied any condition by adate earlier than the latest day for the fulfillment of all conditions referredto in the previous sentence, notwithstanding that any other condition of theOffer may at such earlier date have been waived or fulfilled or that there areat such earlier dates no circumstances indicating that the relevant conditionmay not be capable of fulfillment. Appendix II Bases and sources 1. Unless otherwise stated, the financial information on Ely is extractedfrom the audited financial statements of Ely for the period ended 31 December,2005. 2. Unless otherwise stated, the financial information on Newcourt isextracted from the audited financial statements of Newcourt for the year ended31 December, 2005. 3. The value of the entire issued and to be issued ordinary share capitalof Ely is based upon 229,479,813 Ely Shares in issue and 40,968,788 Ely Sharesto be issued to Ely Optionholders as at 17 July, 2006. 4. Ely share prices are sourced from the Daily Official List of the LondonStock Exchange. 5. The rate of exchange used in the document is €1:£0.6884. Appendix III Definitions "Additional Option Grants" The options to subscribe for 1,600,000 Ely ordinary shares granted to Noel Lyons in 2006; the options to subscribe for 5,000,000 Ely ordinary shares granted to Lawrence Davis in 2006; the options to subscribe for 6,884,394 Ely ordinary shares granted to Berkeley Consultants Limited and the options to subscribe for 6,884,394 Ely ordinary shares granted to Corporate Synergy plc;"Cash Offer" the cash offer of 5.632 pence per Ely share;"Closing Price" the closing middle market quotation of a Ely Share as derived from AIM;"Davy Corporate Finance" Davy Corporate Finance Limited, a wholly owned subsidiary of J&E Davy, trading as Davy; "Dolmen Securities" Dolmen Securities Limited;"Ely" or the "Company" Ely Property Group plc;"Ely Group" or the "Group" Ely and its subsidiary undertakings and associated undertakings (as such terms are defined in the European Communities (Companies: Group Accounts) Regulations, 1992);"Ely Optionholders" the holders of options to subscribe for Ely Shares under the Ely Share Option Scheme together with the holders of options to subscribe for Ely Shares under the Additional Option Grants;"Ely Share" or "Ely Shares" the existing issued fully paid ordinary shares of 1 pence each in the capital of Ely and any further such shares which are unconditionally allotted or issued after the date hereof and before the Offer closes (or before such other time as the Offeror may, subject to the Takeover Rules, decide in accordance with the terms and conditions of the Offer);"Ely Share Option Scheme" the Ely Share Option Scheme 2005, established on 3 August, 2005;"Ely Shareholders" the holders of Ely Shares;"ECB" European Central Bank;"Euro" or "•" the single currency of member states of the European Communities that adopt or have adopted the Euro as their currency in accordance with legislation of the European Union relating to European Economic and Monetary Union;"Ireland" Ireland, excluding Northern Ireland and the word Irish shall be construed accordingly;"Irish Stock Exchange" The Irish Stock Exchange Limited;"London Stock Exchange" London Stock Exchange plc;"Newcourt" Newcourt Group plc, a public limited company incorporated in Ireland;"Newcourt Shareholder the various resolutions required to deal withResolutions" all matters in connection with the creation and allotment of the Non Transferable Convertible Preference Shares at an extraordinary general meeting of Newcourt;"Non Transferable Convertible the Non Transferable Convertible PreferencePreference Shares" Shares of €1 nominal value to be created by Newcourt, subject to the passing of the Newcourt Shareholder Resolutions;"Non Transferable Convertible the alternative to be made available under thePreference Share Alternative" Offer whereby Ely Shareholders validly accepting the offer may elect to receive a fixed combination of Newcourt Non Transferable Convertible Preference Shares and cash;"Offer" the recommended Cash Offer to be made by Davy Corporate Finance on behalf of the Offeror for the entire issued and to be issued share capital of Ely on the terms and subject to the conditions set out in this announcement and to be set out in the Offer Document and the acceptance documents, and where the context so permits, the Non Transferable Convertible Preference Share Alternative and where the context so requires, any subsequent revision, variation, extension or renewal thereof;"Offer Document" the document to be sent to Ely Shareholders containing the Offer;"Offer Period" the period commencing on 6 June, 2006 and ending on the initial closing date or, if later, the time at which the Offer becomes unconditional as to acceptances or lapses, whichever first occurs;"Offeror" or "Newcourt" Newcourt Group plc;"Offeror Group" the Offeror and its subsidiary undertakings;"Panel" the Irish Takeover Panel established under the Irish Takeover Panel Act 1997;"Takeover Rules" means the Irish Takeover Panel Act, 1997, Takeover Rules 2001 to 2006 and the Irish Takeover Panel Act 1997, Takeover (Certain Relevant Companies) Rules 2006 or any of them as the context may require;"United Kingdom" the United Kingdom of Great Britain and Northern Ireland. All amounts contained within this announcement referred to by "•" and "c" referto the Euro and cent. All amounts contained within this announcement referred to by "£" and "p" referto the Pounds Sterling and pence. Any reference to any provision of any legislation shall include any amendment,modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa and wordsimporting the masculine gender shall include the feminine or neutral gender. This information is provided by RNS The company news service from the London Stock Exchange