Placing of shares

RNS Number:0493V
Brammer PLC
18 April 2007


   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
                           CANADA, AUSTRALIA OR JAPAN

                                  Brammer plc

                    Placing of 4,795,000 new ordinary shares

Introduction


Brammer plc ("Brammer" or the "Company") today announces it is placing 4,795,000
new ordinary shares of 20 pence each (the "Placing Shares") to institutional
investors (the "Placing") representing in aggregate approximately 9.9 per cent.
of the issued share capital of Brammer


The Placing is being conducted by Dresdner Kleinwort by way of an accelerated
bookbuild.  The books will open with immediate effect and pricing and
allocations are expected to be announced today, 18 April 2007 shortly after the
books have closed.


The Placing Shares will, when issued, rank pari passu in all respects with the
existing issued shares of Brammer.


The full terms and conditions of the Placing are set out in the appendix to this
press release.


This announcement is for information purposes only and does not constitute an
offer or invitation to acquire or dispose of any securities or investment advice
in any jurisdiction.


Background to and reasons for the Placing


In the last 3 years, Brammer has been focused on growing its Pan European
industrial services business.  Revenues of the continuing industrial services
business have grown from #263 million in the year to 31 December 2003 to #314
million in the year to 31 December 2006.  Over the same period, profits before
tax, exceptionals, goodwill and amortisation of intangibles have almost doubled
(2003 profits reported under UK GAAP).



This growth has principally been driven by growth in the Company's key account
business as well as bolt-on acquisitions in new and existing markets.  The
Company has identified that a significant opportunity exists to further enhance
growth through accelerating the programme of bolt-on acquisitions.



On 8 February 2007, Brammer announced the acquisition of 51% of the business of
the Fin S.A. group ("Fin") and a commitment to acquire the remaining 49% between
2010 and 2012.  The consideration in respect of the first tranche was #4.9
million cash, and is payable on completion.  The consideration in respect of the
second tranche of between #4.7 million and #14.1 million is to be paid between
2010 and 2012 subject to performance.



At the time of the announcement, the acquisition of Fin required antimonopoly
clearance from the Polish authorities and the completion of the transaction was
conditional upon such clearance.



Following changes to Polish competition law which come into force on 21 April
2007, the Fin acquisition should no longer be treated as notifiable due to its
size.  It is therefore anticipated that the current application for merger
clearance submitted in March 2007 will result in the discontinuation of the
proceedings once the new regulations come into force.  The transaction is
expected to complete shortly thereafter.



The Fin business has 11 branches across Poland, 165 employees and generated
unaudited sales and EBITDA of #17.5 million and #1.6 million respectively in the
year to 31 December 2006.  The acquisition of the Fin business gives Brammer a
leading position in the provision of bearings and mechanical power transmission
in the strategically important and growing Polish industrials market and further
enhances Brammer's key account and pan-European capabilities.



Subsequent to the Fin acquisition, Brammer completed on 22 March 2007 the
acquisition of 51% of the entire issued share capital of Rotate Limited 
("Rotate"), a long established Dublin based bearings and mechanical power
transmission business.  The remaining 49% will be acquired by Brammer in 2010
under an earn-out mechanism.  In addition, Brammer has developed a strong
pipeline of further bolt-on acquisitions.  Brammer is currently evaluating more
than eight further acquisition opportunities with four of these subject to
letters of intent with a further signed letter of intent anticipated shortly. 
The aggregate initial consideration on the above transactions (including Fin and
Rotate) including acquired debt is approximately #13.5 million. The Board
currently expects that, subject to satisfactory due diligence and final
negotiation, five of the pipeline transactions will be completed in the current
financial year.


The purpose of the Placing is to finance these acquisitions.  The Directors of
Brammer believe that the Placing will enhance the Company's capital base and
provide a sound financial platform for the future organic and acquisitive growth
of the Company over the medium term.


In the short term, the proceeds of the Placing will be used to reduce the
Company's borrowings.


Current trading of Brammer


On 27 February 2007, Brammer announced its results for the year ended 31
December 2006.


Key trading headlines included:


*   Revenue of #314 million, sales per working day growth of 10.8%

*   Profit before tax on ordinary activities before amortisation of
    intangibles and exceptionals of #12.0 million, with underlying profit before 
    tax growth of 19%

*   Strong Q4 performance and positive momentum into 2007


Ian Fraser, Chief Executive said:


"During 2006 we made good progress in increasing Brammer's market share
throughout Europe. Our strategy remains unchanged and continues to produce
positive results. Our scale, geographic coverage, and focus as a technical
specialist on a core range of products, differentiates us from our competitors
and drives our successful European Key Account business.  Our ultimate aim is to
be the supplier of choice for those customers wanting a consistent quality of
product and service, across the entire bearings, power transmission and fluid
power product range, anywhere in Europe."


The Board confirms that trading has remained in line with their expectations
since this announcement.


The Placing


The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with the existing ordinary shares of Brammer including the
right to receive all dividends (including the final dividend of 4.2p for the
year ended 31 December 2006 payable on 9 July 2007) and other distributions
declared, made or paid after the date of issue.


Ian Fraser and Paul Thwaite, Directors of the Company, are each proposing to
subscribe for Placing Shares at the Placing Price up to a value of #100,000.


Application will be made to the UK Listing Authority and to the London Stock
Exchange plc for the new ordinary shares, which will rank pari passu in all
respects with the existing ordinary shares in Brammer, to be admitted to the
Official List maintained by the UK Listing Authority, and to be admitted to
trading by the London Stock Exchange plc on its market for listed securities. It
is expected that such admissions will become effective at 8 a.m. on 23 April
2007.


Enquiries:      Brammer plc                                  0161 902 5572

                David Dunn, Chairman
                Ian Fraser, Chief Executive
                Paul Thwaite, Finance Director

                Citigate Dewe Rogerson                      020 7638 9571

                Martin Jackson
                Nicola Smith

               Dresdner Kleinwort - Corporate Broking       020 7623 8000
               Chris Treneman
               Joe Thompson

               Dresdner Kleinwort - ECM 
               Aline Burgmann


This announcement has been issued by Brammer and is the sole responsibility of
Brammer.  This announcement is for information purposes only and does not
constitute an offer to sell or issue any securities or a solicitation of an
offer to buy or acquire any securities or investment advice in any jurisdiction
including, without limitation, the United Kingdom, the United Sates, Canada,
Australia or Japan.



The Placing Shares have not been and will not be registered under the US
Securities Act of 1933 and many not be offered or sold within the United States
absent registration or an exemption from registration.  No public offering of
securities will be made in the United States.



Dresdner Kleinwort Securities Limited, which is authorised and regulated by the
Financial Services Authority, is acting for Brammer and for no one else in
connection with the Placing and will not be responsible to anyone other than
Brammer for providing the protections afforded to customers of Dresdner
Kleinwort Securities Limited or for affording advice in relation to the Placing
or any matters referred to herein.



Neither this document nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into the United States, Canada,
Australia or Japan or in any jurisdiction in which such transmission or
distribution is unlawful.  Any failure to comply with this restriction may
constitute a violation of US, Canadian, Australian or Japanese securities laws
or the securities laws of other states as the case may be.



This announcement includes "forward-looking statements".  All the statements
other than statements of historical facts included in this announcement,
including, without limitation, those regarding Brammer's financial position,
business strategy, plans and objectives of management for future operations
(including development plans and objectives relating to Brammer's products and
services) are forward-looking statements.  Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors that
could cause the actual results, performance or achievements of Brammer or those
markets and economies to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements.  Such forward-looking statements are based on numerous assumptions
regarding Brammer's present and future business strategies and the environment
in which Brammer will operate in the future and such assumptions may or may not
prove to be correct.  These forward-looking statements speak only as at the date
of this announcement.  Brammer expressly disclaims any obligation (other than
pursuant to the Listing Rules of the UK Listing Authority) or undertaking to
disseminate any updates or revisions to any forward-looking statements contained
herein to reflect any change in Brammer's expectations with regard thereto or
any change in events, conditions or circumstances on which any such statement is
based.



                                      ENDS

                       TERMS AND CONDITIONS OF THE PLACING


IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE
DIRECTED ONLY AT PERSONS SELECTED BY DRESDNER KLEINWORT SECURITIES LIMITED ("
DKIB") WHO ARE "INVESTMENT PROFESSIONALS" AS DESCRIBED IN ARTICLE 19 OR "HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" AS DESCRIBED IN ARTICLE 49
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005
(the "FPO") OR TO PERSONS WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").  THIS DOCUMENT
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS.



THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACING
SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION,
OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN ARTICLE 2.1
(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"),
WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICES
AUTHORITY (THE "FSA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE
PURPOSE IS SOLELY TO INVEST IN SECURITIES.

The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States and may
not be offered, sold, resold or delivered, directly or indirectly, in or into
the United States absent registration except pursuant to an exemption from or in
a transaction not subject to the registration requirements of the Securities
Act.  No public offering of the Placing Shares is being made in the United
States.  The Placing (as defined below) is being made outside the United States
in offshore transactions (as defined in Regulation S under the Securities Act 
("Regulation S")) meeting the requirements of Regulation S under the Securities
Act and may be made within the United States to institutional investors who are
qualified institutional buyers within the meaning of Rule 144A under the
Securities Act ("QIBs") in transactions that are exempt from, or not subject to,
the registration requirements under the Securities Act.

This document (including the terms and conditions set out herein) does not
constitute an offer of securities for sale in the United States nor the
solicitation of an offer to buy any such securities, nor may securities be
offered or sold in the United States or any jurisdiction in which such offer or
solicitation is unlawful and the information contained herein is not for
publication or distribution to persons in the United States or any jurisdiction
in which such publication or distribution is unlawful.  Persons receiving this
document (including custodians, nominees and trustees) must not forward,
distribute, mail or otherwise transmit it in or into the United States or use
the United States mails, directly or indirectly, in connection with the Placing.


This document does not constitute an offer to sell or issue or a solicitation of
an offer to buy or subscribe for Placing Shares in any jurisdiction including,
without limitation, Canada, Australia, Japan or any other jurisdiction in which
such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction").
This document and the information contained herein are not for publication or
distribution, directly or indirectly, to persons in a Prohibited Jurisdiction
unless permitted pursuant to an exemption under the relevant local law or
regulation or in any such jurisdiction.

The distribution of this document, the Placing and/or issue of the Placing
Shares in certain jurisdictions may be restricted by law and/or regulation. No
action has been taken by Brammer plc ("the Company"), DKIB or Dresdner Bank AG,
London Branch ("DBAG") or any of their respective Affiliates (as defined below)
that would permit an offer of the Placing Shares or possession or distribution
of this document or any other publicity material relating to such Placing Shares
in any jurisdiction where action for that purpose is required. Persons receiving
this document  are required to inform themselves about and to observe any such
restrictions.

By participating in the Bookbuilding Process (as defined below), each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral offer to take up Placing Shares is deemed to have read and
understood this document in its entirety and to be providing the
representations, warranties, undertakings and acknowledgements contained herein.



Details of the Placing Agreement and the Placing Shares

The Company has today entered into a placing agreement (the "Placing Agreement")
with DKIB and DBAG, under which DKIB has, subject to the terms set out therein,
agreed to use its reasonable endeavours, as agent of the Company, to procure
Placees for the Placing Shares (the "Placing").  DBAG has agreed that to the
extent that DKIB does not procure Placees for the Placing Shares, DBAG shall
itself subscribe for the Placing Shares, as principal.

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares of 20 pence
each in the capital of the Company, including the right to receive all dividends
and other distributions declared, made or paid in respect of such ordinary
shares after the date of issue of the Placing Shares.

The Placing Shares will be issued free of any pre-emption rights, encumbrance,
lien or other security interest.  The Company confirms that it is entitled to
allot the Placing Shares pursuant to section 80 of the Companies Act 1985 as
amended.

Application for listing and admission to trading

Application has been made to the FSA as the competent authority for listing for
admission of the Placing Shares to the Official List maintained by the FSA in
accordance with section 74(1) of FSMA for the purposes of part VI of FSMA and to
the London Stock Exchange plc (the "London Stock Exchange") for admission to
trading of the Placing Shares on the London Stock Exchange's market for listed
securities ("Admission").  It is expected that Admission will become effective
and that dealings will commence on 23 April 2007 and in any event no later than
7 May 2007.

Bookbuild

Commencing today, DKIB will be conducting an accelerated bookbuilding process
(the "Bookbuilding Process") to determine demand for participation in the
Placing by Placees.  This document gives details of the terms and conditions of,
and the mechanics of participation in, the Placing.

Participation in, and principal terms of, the Bookbuilding Process

Each of DKIB and its respective Affiliates is entitled to participate as a place
in the Bookbuilding Process.

The Bookbuilding Process will establish a single price (the "Placing Price")
payable to DKIB by all Placees.  Any discount to the market price of the
Ordinary Shares of the Company will be determined in accordance with the Listing
Rules as published by the UKLA pursuant to Part IV of FSMA.

The Bookbuilding Process is expected to close no later than 12.00 noon London
time on 18, April 2007, but may be closed earlier at the sole discretion of
DKIB.  A further announcement will be made following the close of the
Bookbuilding Process detailing the Placing Price at which the Placing Shares are
being placed (the "Pricing Announcement").  DKIB may, at its sole discretion,
accept bids that are received after the Bookbuilding Process has closed.

A bid in the Bookbuilding Process will be made on the terms and conditions in
this document and will not be capable of variation or revocation after the close
of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to the usual sales contact at DKIB.  If
successful, DKIB will re-contact and confirm orally to Placees following the
close of the Bookbuilding Process the size of their respective allocations and a
trade confirmation will be dispatched as soon as possible thereafter.  DKIB's
oral confirmation of the size of allocations and each Placee's oral commitments
to accept the same will constitute a legally binding agreement pursuant to which
each such Placee will be required to accept the number of Placing Shares
allocated to the Placee at the Placing Price set out in the Pricing Announcement
and otherwise on the terms and subject to the conditions set out herein.

DKIB reserves the right to scale back the number of Placing Shares to be
subscribed by any Placee in the event of an oversubscription under the Placing.
DKIB also reserves the right not to accept offers to subscribe for Placing
Shares or to accept such offers in part rather than in whole.  The acceptance of
offers shall be at the absolute discretion of DKIB.  DKIB shall be entitled to
effect the Placing by such alternative method to the Bookbuilding Process as it
shall in its sole discretion determine.  To the fullest extent permissible by
law, neither DKIB any holding company thereof, nor any subsidiary, branch or
affiliate of DKIB (each an "Affiliate") shall have any liability to Placees (or
to any other person whether acting on behalf of a Placee or otherwise).  In
particular, neither DKIB nor any Affiliate thereof shall have any liability in
respect of its conduct of the Bookbuilding Process or of such alternative method
of effecting the Placing as it may determine. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.

Each Placee's obligations will be owed to the Company and to DKIB  following the
oral confirmation referred to above.  Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to DKIB, to pay to DKIB (or
as DKIB may direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has agreed to
acquire.  The Company shall allot such Placing Shares to each Placee following
each Placee's payment to DKIB of such amount.

All obligations of DBAG and DKIB under the Placing will be subject to fulfilment
of the conditions referred to below under "Conditions of the Placing".

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms.

The obligations of DKIB and DBAG under the Placing Agreement are conditional,
inter alia, on:

1.    Admission occurring by no later than 23 April 2007 (or such
other date as may be agreed between the Company and DKIB, not being later than 7
May 2007);

2.    the Company complying with its obligations under the
Placing Agreement to the extent they fall to be performed prior to Admission
including the delivery, on the day of (and prior to) Admission, to DKIB of a
certificate confirming, inter alia, that none of the representations, warranties
and undertakings given by the Company in the Placing Agreement has been breached
or is unfulfilled or was untrue, inaccurate or misleading when made or would be
breached or unfulfilled or be untrue, inaccurate or misleading were it to be
repeated by reference to the facts subsisting on the date of Admission; and

3.    the Company allotting prior to Admission, subject only to
Admission, the Placing Shares.

If (a) the conditions above are not fulfilled or (to the extent permitted under
the Placing Agreement) waived by DKIB, or (b) the Placing Agreement is
terminated in the circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine at such time
and no claim may be made by a Placee in respect thereof.  DKIB shall not have
any liability to any Placee (or to any other person whether acting on behalf of
a Placee or otherwise) in respect of any decision it may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing generally.

By participating in the Bookbuilding Process, each Placee agrees that its rights
and obligations hereunder terminate only in the circumstances described above
and under 'Right to terminate under the Placing Agreement' below, and will not
be capable of rescission or termination by the Placee.

DKIB shall not have any liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any decision it may
make as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition in the Placing Agreement or in respect of the
Placing generally.

Right to terminate under the Placing Agreement

DKIB may, at any time before Admission, terminate the Placing Agreement by
giving notice to the Company if:

1.  in the opinion of DKIB, any of the warranties given by the Company in
the Placing Agreement are not true and accurate or have become misleading (or
would not be true and accurate or would be misleading if they were repeated at
any time before Admission) by reference to the facts subsisting at the relevant
time when the notice referred to above is given; or

2.  in the opinion of DKIB, the Company fails to comply with any of its
obligations under the Placing Agreement, a subscription agreement between the
Company, Brammer (Jersey) Limited and DKIB, and a put and call agreement between
the Company, Brammer (Jersey) Limited and DKIB; or

3.  in the opinion of DKIB, there has been a material adverse change in
the financial or trading position or prospects of the Group (defined as the
Company and its subsidiary undertakings); or

4.  in the absolute discretion of DKIB, there has been a change in
national or international financial, political, economic or stock market
conditions (primary or secondary); an incident of terrorism, outbreak or
escalation of hostilities, war, declaration of martial law or any other calamity
or crisis; a suspension or material limitation in trading of securities
generally on any stock exchange; any change in currency exchange rates or
exchange controls or a disruption of settlement systems or a material disruption
in commercial banking as would be likely in the opinion of DKIB to prejudice the
success of the Placing.

By participating in the Placing, each Placee agrees with DKIB that the exercise
by DKIB of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of DKIB and that DKIB need not
make any reference to the Placee in this regard and that, to the fullest extent
permitted by law, DKIB shall not have any liability whatsoever to the Placee in
connection with any such exercise.

No Prospectus

No offering document or prospectus has been or will be prepared in relation to
the Placing and the Placees' commitments will be made solely on the basis of the
information contained in this document.  Each Placee, by accepting a
participation in the Placing, agrees that the content of this document is
exclusively the responsibility of the Company and confirms to DKIB, DBAG and the
Company that it has neither received nor relied on any  information,
representation, warranty or statement made by or on behalf of DKIB (other than
the amount of the relevant Placing participation in the oral confirmation given
to Placees and the trade confirmation referred to below) DBAG, any of their
respective Affiliates, any persons acting on their behalf or the Company and
none of DKIB or DBAG or any of their Affiliates or the Company will be liable
for the decision of any Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons).  By participating in the Placing, each Placee acknowledges and
agrees, to DKIB for itself and as agent for the Company and to DBAG that, except
in relation to the information contained in this document, it has relied on its
own investigation of the business, financial or other position of the Company in
deciding to participate in the Placing. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, using the DVP mechanism, subject to certain
exceptions. DKIB reserves the right to require settlement for and delivery of
the Placing Shares to Placees by such other means that it deems necessary, if
delivery or settlement is not possible or practicable within the CREST system
within the timetable set out in this document or would not be consistent with
the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it, the Placing
Price, the aggregate amount owed by such Placee to DKIB and settlement
instructions.  Placees should settle against CREST ID: 318.  It is expected that
such trade confirmation will be despatched on 18 April 2007 and that this will
also be the trade date.  Each Placee agrees that it will do all things necessary
to ensure that delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions which it has in place
with DKIB.

It is expected that settlement will be on 23 April 2007 on a T+3 basis in
accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of 2
percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these
obligations, DKIB may sell any or all of the Placing Shares allocated to the
Placee on such Placee's behalf and retain from the proceeds, for its own account
and profit, an amount equal to the aggregate amount owed by the Placee plus any
interest due. The Placee will, however, remain liable for any shortfall below
the aggregate amount owed by such Placee and it may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as agent
or that of a nominee for such person, such Placing Shares will, subject as
provided below, be so registered free from any liability to PTM levy,  stamp
duty or stamp duty reserve tax.  If there are any circumstances in which any
other stamp duty or Stamp Duty Reserve Tax is payable in respect of the issue of
the Placing Shares, neither DKIB, DBAG nor the Company shall be responsible for
the payment thereof.  Placees will not be entitled to receive any fee or
commission in connection with the Placing.

Representations and Warranties

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf):

1.  represents and warrants that it has read and understood this document
in its entirety and acknowledges that its participation in the Placing will be
governed by the terms of this document;

2.  acknowledges that no prospectus or other offering document has been
prepared in connection with the placing of the Placing Shares;

3.  agrees to indemnify and hold the Company and DKIB harmless from any and
all costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this document and
further agrees that the provisions of this document shall survive after
completion of the Placing;

4.  acknowledges that the ordinary shares of the Company with a nominal
value of 20 pence each are listed on the Official List of the UK Listing
Authority, and the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of the FSA
(collectively, the "Exchange Information"), which includes a description of the
nature of the Company's business and the Company's most recent balance sheet and
profit and loss account, and similar statements for preceding financial years,
and that the Placee is able to obtain or access the Exchange Information without
undue difficulty;

5.  acknowledges that none of DKIB, any of its Affiliates nor any person
acting on  their behalf has provided, and will not provide it with any material
or information regarding the Placing Shares or the Company; nor has it requested
DKIB, any of its Affiliates or any person acting on  behalf to provide it with
any such material or information;

6.  acknowledges that the content of this document is exclusively the
responsibility of the Company and that neither DKIB, DBAG nor any of their
respective Affiliates nor any person acting on their behalf will be responsible
for or shall have any liability for any information, representation or statement
relating to the Company contained in this document or any information previously
published by or on behalf of the Company and neither DKIB, DBAG nor any of their
respective Affiliates nor any person acting on their behalf will be liable for
any Placee's decision to participate in the Placing based on any information,
representation or statement contained in this document or otherwise.  Each
Placee further represents, warrants and agrees that the only information on
which it is entitled to rely and on which such Placee has relied in committing
to subscribe for the Placing Shares is contained in this document and any
information that is publicly available, including any Exchange Information, such
information being all that it deems necessary to make an investment decision in
respect of the Placing Shares and that it has relied on its own investigation
with respect to the Placing Shares and the Company in connection with its
decision to subscribe for the Placing Shares and acknowledges that it is not
relying on any investigation that DKIB, DBAG, any of their respective Affiliates
or any person acting on their behalf may have conducted with respect to the
Placing Shares or the Company and none of such persons has made any
representations to it, express or implied, with respect thereto;

7.  acknowledges that it has not relied on any information relating to the
Company contained in any research reports prepared by DKIB, any of its
Affiliates or any person acting on DKIB's or any of its Affiliates' behalf and
understands that (i) none of DKIB, any of its Affiliates nor any person acting
on their behalf has or shall have any liability for public information or any
representation; (ii) none of DKIB, any of its Affiliates nor any person acting
on their behalf has or shall have any liability for any additional information
that has otherwise been made available to such Placee, whether at the date of
publication, the date of this document or otherwise; and that (iii) none of
DKIB, any of its Affiliates nor any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of publication, the date
of this document or otherwise;

8.  represents and warrants that (i) it is entitled to acquire Placing
Shares under the laws and regulations of all relevant jurisdictions which apply
to it; (ii) it has fully observed such laws and regulations and obtained all
such governmental and other guarantees and other consents  which may be required
thereunder and complied with all necessary formalities; (iii) it has all
necessary capacity to commit to participation in the Placing and to perform its
obligations in relation thereto and will honour such obligations; (iv) it has
paid any issue, transfer or other taxes due in connection with its participation
in any territory and (v) it has not taken any action which will or may result in
the Company, DBAG or DKIB, any of their Affiliates or any person acting on their
behalf being in breach of the legal and/or regulatory requirements of any
territory in connection with the Placing;

9.  represents and warrants that the issue to the Placee, or the person
specified by the Placee for registration as holder, of Placing Shares will not
give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a clearance
system;

10. represents and warrants that it understands that the Placing Shares have
not been and will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United States (as
defined below;

11. represents and warrants that unless it is "US Person" (within the meaning
of Regulation S) that is a QIB in the United States to which the Placing Shares
will be offered on a private placement basis, it is, or at the time the Placing
Shares are acquired, it will be, (a) the beneficial owner of such Placing Shares
and is neither a person located in the United States of America, its territories
or possessions, any state of the United States or the District of Columbia (the
"United States") nor on behalf of a person in the United States, (b) is
acquiring the Placing Shares in an offshore transaction (as defined in
Regulation S under the Securities Act) and (c) will not offer or sell, directly
or indirectly, any of the Placing Shares in the United States except in
accordance with Regulation S or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act;

12. represents and warrants that it has not offered or sold and will not offer
or sell any Placing Shares to persons in the United Kingdom prior to Admission
except to qualified investors as defined in section 86(7) of FSMA, being persons
falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;

13. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of FSMA does not require approval of the communication by an
authorised person;

14. represents and warrants that it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in relation to
the Placing Shares in, from or otherwise involving the United Kingdom;

15. represents and warrants that it has complied with its obligations in
connection with money laundering and terrorist financing under the Criminal
Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Anti-terrorism Crime and Security Act 2001 and the Money Laundering Regulations
(2003) (the "Regulations") and, if it is making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by it to verify
the identity of the third party as required by the Regulations;

16. represents and warrants that it is (a) a person falling within Article 19
(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO
and undertakes that it will acquire, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;

17. represents and warrants that it is a qualified investor as defined in
section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or
(iii) of the Prospectus Directive;

18. undertakes that it (and any person acting on its behalf) will pay for the
Placing Shares acquired by it in accordance with this announcement on the due
time and date set out herein against delivery of such Placing Shares to it,
failing which the relevant Placing Shares may be placed with other Placees or
sold as DKIB may, in its absolute discretion, determine and it will remain
liable for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due pursuant to
the terms set out or referred to in this document) which may arise upon the sale
of such Placee's Placing Shares on its behalf;

19. acknowledges that neither DKIB, DBAG, any of their Affiliates nor any
person acting on their behalf is making any recommendations to it or advising it
regarding the suitability or merits of any transaction it may enter into in
connection with the Placing, and acknowledges that participation in the Placing
is on the basis that it is not and will not be a client or customer of DKIB or
DBAG or any of their respective Affiliates and that neither DKIB, DBAG, any of
their respective Affiliates nor any person acting on their behalf has any duties
or responsibilities to it for providing the protections afforded to their
clients or customers or for providing advice in relation to the Placing or in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement or for the exercise or performance of any of
DKIB's or DBAG's rights and obligations thereunder, including any right to waive
or vary any condition or exercise any termination right contained therein;

20. undertakes that (i) the person whom it specifies for registration as
holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee,
as the case may be, (ii) neither DKIB, DBAG nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement and (iii) the Placee and any person acting
on its behalf agrees to acquire the Placing Shares on the basis that the Placing
Shares will be allotted to the CREST stock account of DKIB which will hold them
as settlement agent as nominee for the Placees until settlement in accordance
with its standing settlement instructions with payment for the Placing Shares
being made simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a delivery versus payment basis;

21. acknowledges that any agreements entered into by it pursuant to these
terms and conditions shall be governed by and construed in accordance with the
laws of England and it submits (on behalf of itself and on behalf of any person
on whose behalf it is acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out of any such contract;

22. acknowledges that it irrevocably appoints any director of DKIB as its
agent for the purposes of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares agreed to be taken up by it under the
Placing;

23. represents and warrants that it is not a resident of any Prohibited
Jurisdiction and acknowledges that the Placing Shares have not been and will not
be registered nor will a prospectus be cleared in respect of the Placing Shares
under the securities legislation of any Prohibited Jurisdictions and, subject to
certain exceptions, may not be offered, sold, taken up, renounced or delivered
or transferred, directly or indirectly, within any Prohibited Jurisdiction;

24. acknowledges that the agreement to settle each Placee's acquisition of
Placing Shares (and/or the acquisition of a person for whom it is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the settlement
relating only to an acquisition by it and/or such person direct from the Company
of the Placing Shares in question.  Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a clearance
service. If there were any such arrangements, or the settlement related to other
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company, DKIB nor DBAG will be responsible. If
this is the case, the Placee should take its own advice and notify DKIB
accordingly;

25. acknowledges that the Placing Shares will be issued and/or transferred
subject to the terms and conditions set out in this document;

26. acknowledges that when a Placee or any person acting on behalf of the
Placee is dealing with DKIB, any money held in an account with DKIB on behalf of
the Placee and/or any person acting on behalf of the Placee will not be treated
as client money within the meaning of the relevant rules and regulations of the
FSA.  The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from DKIB's money in accordance with the client money
rules and will be used by DKIB in the course of its business; and the Placee
will rank only as a general creditor of DKIB;

27. acknowledges that DKIB may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in respect
of some or all of the Placing Shares or by nominating any connected or
associated person to do so;

28. acknowledges and understands that the Company, DKIB, DBAG and others will
rely upon the truth and accuracy of the foregoing representations, warranties
and acknowledgements; and

29. acknowledges that until 40 days after the later of the commencement of the
Placing and the closing date, an offer or sale of Placing Shares within the
United States by any dealer (whether or not participating in the Placing) may
violate the registration requirements of the Securities Act if such offer or
sale is made otherwise than in accordance with Rule 144A or pursuant to another
exemption from registration under the Securities Act.

Additional Representations and Warranties by US Persons

In addition to the foregoing, each Placee which is a US Person to which the
Placing Shares will be offered in transactions exempt from, or not subject to,
the registration requirements of the Securities Act represents, warrants and
agrees as follows:

30. that (a) it is a qualified institutional buyer within the meaning of Rule
144A of the Securities Act, (b) it has duly executed, or will duly execute, an
investor letter in the form provided to it by DKIB in which it will make certain
undertakings, representations and warranties in addition to those contained
herein; and (c) it is subscribing for the Placing Shares for its own account, or
for the account managed on behalf of another QIB for investment purposes  and
not with a view to any distribution, resale or other disposition of the Placing
Shares, within the meaning of US securities laws;;

31. it acknowledges and agrees that no offering circular or prospectus will be
provided in connection with the Placing Shares and it has, or to the extent it
is acquiring Placing Shares for the account of another QIB, such other QIB (a)
has, sufficient knowledge, sophistication and experience in financial and
business matters so as to be capable of evaluating the merits and risks of the
purchase of the Placing Shares, (b) is able to bear the economic and financial
risk (including a complete loss) of such a purchase, (c) has had sufficient time
to consider and conduct its own investigation with respect to the offer and
purchase of the Placing Shares, including the tax, legal, currency and other
economic considerations relevant to such investment and (d) will not look to the
Company, DKIB, DBAG, any of their respective Affiliates or any person acting on
their behalf for all or part of any such loss or losses it or they may suffer;

32. it understands and agrees that (a) the Placing Shares are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act, (b)
the undersigned agrees not to reoffer, resell, pledge or otherwise transfer the
Placing Shares except (i) outside the United States in  offshore transactions in
accordance with Regulation S under the Securities Act, (ii) pursuant to Rule
144A under the Securities Act, or (iii) pursuant to Rule 144 under the
Securities Act (if available), in each case in compliance with applicable laws
and regulation; (c) it further agrees that it will notify any purchaser of the
Placing Shares of the resale restrictions relating to the Placing Shares, if
still applicable, and (d) understands and agrees that the Placing Shares (to the
extent they are in certificated form), unless otherwise determined by the
Company in accordance with applicable law, will bear a legend to that effect in
addition to such other legends as the Company deems necessary or as are required
under applicable law;

33. it agrees that no purchaser of the Placing Shares shall deposit the
Placing Shares into any unrestricted depositary receipt facility in the United
States established or maintained by a depositary bank, unless and until such
time as such Placing Shares are no longer "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act; and

34. it acknowledges and agrees that the Company, DKIB, their respective
Affiliates and persons acting on their behalf will rely upon its
representations, warranties, agreements and acknowledgements set forth herein
and in the investor letter, and agrees to notify the Company and DKIB promptly
in writing if any of its representations, warranties, undertakings, agreements
or acknowledgements cease to be accurate and complete.

The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company, DKIB and DBAG (for their own
benefit and, where relevant, the benefit of their respective Affiliates and
persons acting on their behalf) and are irrevocable.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that
the Placing Shares are issued or transferred (as the case may be) into CREST to,
or to the nominee of, a Placee who holds those shares beneficially (and not as
agent or nominee for any other person) within the CREST system and registered in
the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent or
nominee of a person to whom a depositary receipt may be issued or who will hold
the Placing Shares in a clearance service, or any arrangements subsequently to
transfer the Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor DKIB nor DBAG will be responsible
and the Placee to whom (or on behalf of whom, or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such  stamp
duty or stamp duty reserve tax undertakes to pay such  stamp duty or stamp duty
reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company, DKIB and DBAG in the event that any of the Company and/or
DKIB and/or DBAG has incurred any such liability to  stamp duty or stamp duty
reserve tax.

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

All times and dates in this documents may be subject to amendment.  DKIB shall
notify the Placees and any person acting on behalf of the Placees of any
changes.

This document has been issued by the Company and is the sole responsibility of
the Company.

Dresdner Kleinwort Securities Limited, which is authorised and regulated by the
Financial Services Authority, and Dresdner Bank AG, London Branch, which is
authorised by BAFin and by the Financial Services Authority and which is
regulated by the Financial Services Authority for the conduct of designated
investment business in the United Kingdom, are acting for the Company and for no
one else in connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to customers of
Dresdner Bank AG, London Branch and Dresdner Kleinwort Securities Limited or for
affording advice in relation to the Placing, or any other matters referred to
herein.



                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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