Issue of Equity

RNS Number:3721H
CES Software PLC
14 January 2005


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO UNITED STATES, JAPAN, AUSTRALIA OR THE REPUBLIC OF
IRELAND

                   CES Software plc ("CES" or the "Company")

  Placing of 4,800,000 new ordinary shares at 178 pence per share (C$4.02 per
                                     share)
                           arranged by Panmure Gordon

CES Software plc - London, England and Toronto, Ontario, an AIM-quoted and
Toronto-listed company (AIM: CES; TSX: FUN), is pleased to announce the placing
of 4,800,000 new Ordinary Shares at 178 pence (equivalent to C$4.02) per share
(the "Placing") raising #8.0 million (net). The Placing is being made by Panmure
Gordon, a division of Lazard & Co., Limited ("Panmure Gordon") as agent for and
on behalf of the Company in the United Kingdom and CIBC World Markets Inc.
("CIBC World Markets") and Harris Partners Limited ("Harris Partners") as agents
for and on behalf of the Company in certain provinces of Canada. Panmure Gordon
is book runner to the Placing.

Panmure Gordon, CIBC World Markets and Harris Partners (collectively, the
"Agents") have today entered into an agreement with CES (the "Placing
Agreement") under which the Agents have agreed to use reasonable endeavours to
procure placees for the new Ordinary Shares in the United Kingdom and certain
provinces of Canada. The terms of the Placing in the United Kingdom are set out
in the appendix to this announcement.

On 23 December 2004, CES convened an extraordinary general meeting to be held on
26 January 2005, and on 10 January 2005, CES convened an extraordinary general
meeting to be held on 3 February 2005 (together, the "EGMs"). Resolutions will
be proposed at the EGMs amongst other things to approve the increase in the
Company's authorised share capital and to authorise the Directors to allot
Ordinary Shares without statutory pre-emption rights applying in order to
complete the Placing. Application has been made to the London Stock Exchange for
the new Ordinary Shares to be admitted to trading on AIM and application has
been made for the listing of such shares on the Toronto Stock Exchange ("TSX")
and the Placing therefore remains subject to regulatory approval. It is expected
that admission of the new Ordinary Shares will become effective on AIM and that
dealings will commence on AIM at 8.00 a.m. on 4 February 2005 and the new
Ordinary Shares will be listed and posted on the TSX (subject to the statutory
hold period) immediately after closing of the Placing.

The Placing is conditional, inter alia, upon:

(a) completion by the Company of the acquisition of the entire issued share
capital of Corcom, Inc. ("Corcom") and certain assets associated with Corcom's
business, Don Best Sports pursuant to the Acquisition Agreement;
(b) the passing, without amendment, of resolution number 2 at the EGM to be held
on 26 January 2005;
(c) the passing, without amendment, of resolutions numbered 1 and 2 at the EGM
to be held on 3 February 2005;
(d) the Placing Agreement becoming unconditional by no later than 4 February
2005 (or such later date being no later than 28 February 2005 as the Company and
Panmure Gordon may agree) and not having been terminated; and
(e) Admission.

The proceeds of the placing will be used to further develop and grow the
Company's skill gaming business and for general corporate purposes. The Company
believes that an investment in skill gaming at this time, given the growth of
the business and the market opportunity that exists in skill gaming, will
provide substantial returns to shareholders. The Company expects to sign
significant new licensees in 2005 in its skill gaming business.

At the EGM to be held on 26 January 2005 a resolution will be proposed to change
the name of the Company to FUN Technologies plc. Assuming that the relevant
resolution is passed, the new Ordinary Shares will be issued in the new company
name (ticker: FUN). The new Ordinary Shares will, when issued and fully paid,
rank pari passu in all respects with the existing Ordinary Shares of the Company
and will be issued subject to the memorandum and articles of association of the
Company.

Lorne Abony, CEO of CES said "I am delighted with the response of institutional
investors to our fund raising and look forward to welcoming a number of new high
quality investors to our shareholder list."

Enquiries

CES Software plc
Lorne Abony, Chief Executive Officer, Tel: [phone]
James Lanthier, Chief Financial Officer, Tel: [phone]

Panmure Gordon (a division of Lazard)
Dominic Morley, Tel: [phone]

CIBC World Markets Inc.
Stewart McGuire, Tel: [phone]

Catullus Consulting
Alex Mackey, Tel: [phone]

About CES Software Plc

CES Software Plc ("CES") is a leading provider of person-to-person skill gaming
and exchange betting technology. CES's strategy is to provide its cutting-edge
person-to-person gaming systems to top, licensed distribution partners in
regulated markets around the world. CES is a public company, incorporated in
England and Wales, listed on the Toronto Stock Exchange under the symbol "FUN",
and quoted on AIM, a market operated by the London Stock Exchange under the
symbol "CES". CES is committed to the integrity of its business, and as such
will not conduct business with gaming operators who knowingly process sports
bets from any jurisdictions where such practices are prohibited, including the
United States and Canada.

The appendix to this announcement sets out important information for UK placees,
including the terms of the Placing.

Definitions

The following definitions have been used in this press release:

"Acquisition   means the purchase agreement (as amended) dated 6 August 2004 by
Agreement"     and among Don Best Sports LLC, as Purchaser and Corcom, Inc., DC
               Sports, Inc., BC Sports, Inc., DAB Properties, Inc., Dana Corbo
               and Betty Corbo to be assigned to the Company pursuant to the
               Assignment and Assumption Agreement, pursuant to which, following
               its assignment the Company has agreed to acquire the entire
               issued share capital of Corcom, Inc. and certain assets
               associated with Corcom, Inc.'s business, together trading as Don
               Best Sports

"Admission"    admission of the new Ordinary Shares to trading on AIM in
               accordance with paragraph 6 of the AIM rules and conditional
               approval having been obtained from the TSX in respect of the
               listing of the new Ordinary Shares

"Assignment    means the agreement dated 4 January 2005 between Celeus Capital
and Assumption Corporation, Don Best Sports LLC, the Company and Layda's Yummies
Agreement"     Inc. pursuant to which Celeus Capital Corporation (having had
               such rights assigned to it by Don Best Sports LLC) has
               conditionally agreed to assign the Acquisition Agreement to the
               Company

"Directors"    the directors of the Company

"FSMA"         Financial Services and Markets Act 2000, including any
               regulations made pursuant to it

"Ordinary      ordinary shares of 5 pence each in the capital of the Company
Shares"

"Placing"      the placing of new Ordinary Shares on the terms set out in the
               appendix to this announcement

"Placing       178 pence per Ordinary Share
Price"         (C$4.02 per Ordinary Share)

"POS           Public Offers of Securities Regulations 1995, as amended
Regulations"

"Securities    the US Securities Act of 1933, as amended
Act"

This announcement has been issued by, and is the sole responsibility of, the
Company. This announcement does not constitute an offer to underwrite, subscribe
or otherwise acquire or dispose of any new Ordinary Shares or other shares in
the Company. This announcement does not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe or otherwise acquire new Ordinary
Shares or other shares in the Company in Australia, Japan, the Republic of
Ireland or in any jurisdiction in which such offer or solicitation is unlawful
and the information contained herein is not for release, publication or
distribution in whole or in part in or into Australia, Japan or the Republic of
Ireland or in any jurisdiction in which such publication or distribution is
unlawful.

This announcement is not for distribution, directly or indirectly, in or into
the United States. This announcement and the information contained herein is not
an offer of securities for sale in the United States. The new Ordinary Shares
have not been and will not be registered under the Securities Act, or with any
securities regulatory authority of any state or other jurisdiction in the United
States, and may not be offered, sold or delivered within the United States or to
US persons (as defined in Regulation S under the Securities Act).

This press release may contain forward-looking statements with respect to the
Company and its operations, strategy, financial performance and condition. These
statements generally can be identified by use of forward looking words such as
"may", "will", "expect", "estimate", "anticipate", "intends", "believe" or
"continue" or the negative thereof or similar variations. The actual results and
performance of the Company could differ materially from those expressed or
implied by such statements. Such statements are qualified in their entirety by
the inherent risks and uncertainties surrounding future expectations, including
that the transaction contemplated herein is completed. Important factors that
could cause actual results to differ materially from expectations include, among
other things, general economic and market factors, competition, changes in
government regulation and the factors described or referred to under "Risk
Factors" below. The cautionary statements qualify all forward-looking statements
attributable to the Company and persons acting on its behalf. Unless otherwise
stated, all forward-looking statements speak only as of the date of this press
release and the parties have no obligation to update such statements.

Panmure Gordon, a division of Lazard & Co., Limited, which is authorised and
regulated by the Financial Services Authority, is acting for the Company in
relation to the Placing and for no one else and will not be responsible to
anyone other than the Company for providing the protections afforded to clients
of Panmure Gordon or for providing advice in relation to the Placing, the
contents of this announcement or any matters referred to herein.

                              RISK FACTORS

The Ordinary Shares must be considered speculative due to the nature of the
Company's business. Prospective investors should carefully consider the
following risk factors, which are not exhaustive. Prospective purchasers of
Ordinary Shares should also review the risk factors contained in prospectuses
filed with applicable securities regulatory authorities and stock exchanges for
a more fulsome discussion of the risk factors affecting the Company and an
investment in the Ordinary Shares.

Uncertainty as to the Legal Status of Internet Gaming in Certain Jurisdictions

CES and eGaming operators who are CES's licensees are subject to applicable laws
in respect of eGaming in the jurisdictions in which they operate. While some
jurisdictions have introduced regulations designed to restrict Internet gaming,
other jurisdictions have demonstrated acceptance of such activities. There are
currently approximately 73 jurisdictions permitting some form of Internet
gaming. As licensees and users involved in eGaming are located around the globe,
there is uncertainty regarding exactly which government has jurisdiction or
authority to regulate or legislate with respect to various aspects of the
industry. In addition, in the U.S., where CES's Skill Gaming operations are
concentrated, the regulation of Internet gaming differs from state to state.
Generally, true Skill Gaming is not prohibited in the majority of U.S. states.
True Skill Gaming is typically distinguished from games of chance, which are
traditionally prohibited, by replacing the chance element with that of skill in
determining the outcome of any contest, but each state that makes a distinction
between games of chance and games of skill applies a different legal test. There
are several states in which Skill Games are prohibited, and several states in
which their legality is ambiguous and has not been the subject of any known
published U.S. federal or state court opinion. The uncertainty surrounding the
regulation of Internet gaming or increased enforcement action in the various
jurisdictions in which CES operates could have a material adverse effect on
CES's business, revenues, operating results and financial condition.

Government Regulation of Internet Commerce

As electronic commerce on the Internet develops, it may be the subject of
increasing government regulation which may or may not be specific to eGaming. In
this respect, there is a risk that well-established financial institutions and
credit card companies will influence the development of regulations in a manner
which prioritizes their interests over those of CES.

Credit Card Processing

Certain financial institutions in the United States have ceased to process
online gaming transactions through their credit cards due to uncertainty
regarding the regulation of eGaming in the United States. There can be no
assurance that additional financial institutions or credit card issuers in the
United States will not enact similar restrictions or that credit card issuers in
other jurisdictions will not follow a similar approach to those in the United
States. Such developments would have a material adverse effect on CES's
business, revenues, operating results and financial condition.

Risk to Intellectual Property and Proprietary Rights

CES's success and ability to compete are significantly dependent upon its
proprietary technology. CES relies on a combination of trade secret, copyright,
trademark and nondisclosure laws, domain name registrations and other
contractual agreements and technical measures to protect its proprietary rights.
CES generally seeks to enter into confidentiality agreements with its employees,
consultants and licensees. Whilst the Directors believe that CES's intellectual
property rights are sufficiently protected, there is a risk that unauthorized
parties may attempt to copy CES's technology or to obtain and use information
that CES regards as proprietary.

Third Party Litigation

While management believes that CES's technology and other intellectual property
do not infringe upon the proprietary rights of third parties, there can be no
assurance that CES will not receive communications from third parties asserting
that CES's technology and other intellectual property infringe, or may infringe,
their proprietary rights. Any such claims, with or without merit, could be
time-consuming, result in costly litigation and diversion of technical and
management personnel, cause product delays or require CES to develop
non-infringing technology or enter into royalty or licensing agreements or
re-brand products.

Dependence on Key Licensees

A substantial portion of CES's revenue in the future may be derived from a small
number of key licensees. The loss of one of CES's key licensees would have a
material adverse effect on CES's business, revenues, operating results and
financial condition.

                                   APPENDIX

This appendix contains important information for Placees in the United Kingdom
only. Placees resident in Canada are referred to the form of Subscription
Agreement to be entered into by them in connection with the Placing. Members of
the public are not eligible to take part in the Placing. This appendix and the
terms set out herein are directed only at persons in the United Kingdom selected
by Panmure Gordon who have professional experience in matters relating to
investments and are "investment professionals" within the meaning of Article 19
(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2001 (as amended) (the "Order"), are persons falling within Article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations, etc.") of the Order
or are otherwise persons to whom it may lawfully be communicated (all such
persons together being referred to as "Relevant Persons").

Terms of the Placing

If a Relevant Person chooses to participate in the Placing by making or
accepting an offer to acquire new Ordinary Shares (each such Relevant Person
whose participation is accepted by Panmure Gordon in accordance with this
appendix being hereinafter referred to as a "Placee" and together, as the
"Placees") it will be deemed to have read and understood this announcement and
this appendix in its entirety and to be making or accepting such offer on the
terms and to be providing the representations, warranties and acknowledgements,
contained in this appendix.

The new Ordinary Shares referred to in this announcement have not been and will
not be registered under the Securities Act or the securities laws of any state
of the United States, and may not be offered or sold, taken up, delivered or
transferred (directly or indirectly) and will not qualify for sale within the
United States. There will be no public offer of the new Ordinary Shares in the
United States. The new Ordinary Shares have not been recommended, approved or
disapproved by any United States federal or state securities commission or
regulatory authority. Furthermore, the foregoing authorities have not confirmed
the accuracy or determined the adequacy of this announcement. Any representation
to the contrary is a criminal offence in the United States.

The new Ordinary Shares will not be lodged or registered with the Australian
Securities and Investments Commission under Australia's Corporations Law and are
not being offered for subscription or sale and may not be directly or indirectly
offered, sold or delivered in or into Australia or for the account or benefit of
any person or corporation in (or with a registered address in) Australia.

No document in relation to the new Ordinary Shares has been or will be lodged
for registration with the Registrar of Companies in the Republic of Ireland and
the new Ordinary Shares will not be offered, sold or delivered, directly or
indirectly in the Republic of Ireland. All subscribers for new Ordinary Shares
must provide addresses outside the Republic of Ireland for the receipt of
certificates for new Ordinary Shares.

The relevant clearances have not been, and will not be obtained from the
Ministry of Finance of Japan and no circular in relation to the new Ordinary
Shares has been or will be lodged with or registered by the Ministry of Finance
of Japan. The new Ordinary Shares may not therefore be offered or sold, directly
or indirectly, in or into Japan, its territories and possessions and any areas
subject to its jurisdiction.

The approval of the South African Exchange Control Authorities has not been, and
will not be, obtained in relation to the new Ordinary Shares. The new Ordinary
Shares may not therefore be offered or sold directly or indirectly in or into
Sough Africa.

This announcement and appendix do not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for new Ordinary Shares in any
jurisdiction. The distribution of this announcement and the placing and issue of
the new Ordinary Shares in certain jurisdictions may be restricted by law.
Persons to whose attention this announcement has been drawn are required by the
Company and Panmure Gordon to inform themselves about and to observe any such
restrictions.

1.      Panmure Gordon will arrange the Placing as agent for and on behalf of
the Company. Participation will only be available to persons invited to
participate by Panmure Gordon. Panmure Gordon will determine in its absolute
discretion the extent of each Placee's participation in the Placing, which will
not necessarily be the same for each Placee.

2.      The price payable per new Ordinary Share shall be the Placing Price.

3.      A Placee's commitment to subscribe for a fixed number of new Ordinary
Shares will be agreed with and confirmed to it orally by Panmure Gordon (the
"Placing Commitment") and a contract note (a "Contract Note") will be dispatched
as soon as possible thereafter. The oral confirmation to the Placee by Panmure
Gordon (the "Oral Confirmation") constitutes an irrevocable, legally binding
contractual commitment to Panmure Gordon (as agent for the Company) to subscribe
for the number of new Ordinary Shares allocated to it on the terms set out in
this appendix.

4.      Commissions will not be paid to Placees in connection with the Placing.

5.      Panmure Gordon has the right, inter alia, to terminate the Placing (in
its absolute discretion) if: (i) prior to Admission, any of the representations
or warranties contained in the Placing Agreement are untrue or misleading in any
material respect; or (ii) prior to Admission there occurs an event of force
majeure. If the Placing Agreement is terminated prior to Admission, the Placing
will lapse and the rights and obligations of the Placees hereunder shall cease
and determine at such time and no claim can be made by any Placee in respect
thereof. In such event, all monies (if any) paid by the Placees to Panmure
Gordon at such time shall be returned to the Placees at their sole risk without
any obligation on the part of the Company or Panmure Gordon or any of their
respective affiliates to account to the Placees for any interest earned on such
funds. The Placees acknowledge and agree that the Company and Panmure Gordon may
exercise their contractual rights to waive or to extend the time and/or date for
fulfilment of any of the conditions in the Placing Agreement. Any such extension
or waiver will not affect Placees' commitments.

6.      Neither Panmure Gordon nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of the exercise of its contractual rights 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.

7.      Each Placee acknowledges and agrees, to Panmure Gordon for itself and as
agent for the Company, that except in relation to the information in this
announcement, it has relied on its own investigation of the business, financial
or other position of the Company in deciding to participate in the Placing.

8.      Settlement of transactions in the new Ordinary Shares following
Admission will take place within CREST, subject to certain exceptions. Panmure
Gordon reserves the right to require settlement for and delivery of the new
Ordinary Shares to the Placees in such other means that it deems necessary if
delivery or settlement is not possible within CREST within the timetable set out
in this announcement or would not be consistent with the regulatory requirements
in the jurisdictions of such Placees.

9.      It is expected that settlement of the Placing will occur on 4 February
2005. On that date each Placee must settle the full amount owed by it in respect
of the new Ordinary Shares allocated to it. Panmure Gordon may (after
consultation with the Company) specify a later settlement date at its absolute
discretion. Payment must be made in cleared funds. The payment instructions for
settlement in CREST and settlement outside of CREST will be set out in the
Contract Note. The trade date of the new Ordinary Shares is 14 January 2005.
Interest is chargeable daily on payments to the extent that value is received
after the due date at the rate per annum of 2 percentage points above the
Barclays Bank plc base rate. If a Placee does not comply with these obligations,
Panmure Gordon may sell the new Ordinary Shares allocated to such Placee (as
agent for such Placee) and retain from the proceeds, for its own account, an
amount equal to the Placing Price plus any interest due. The relevant Placee
will, however, remain liable, inter alia, for any shortfall below the Placing
Price 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 its
new Ordinary Shares on its behalf. Time shall be of the essence as regards the
obligations of Placees to settle payment for the new Ordinary Shares and to
comply with their other obligations under this appendix.

10.   If new Ordinary Shares are to be delivered to a custodian or settlement
agent of a Placee, the relevant Placee should ensure that its Contract Note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as new Ordinary Shares are to be registered in the name of
a Placee 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 new Ordinary
Shares will, subject as provided below, be so registered free from any liability
to UK stamp duty or stamp duty reserve tax.


Representations and Warranties by Placees

By participating in the Placing, each Placee (and any persons acting on its
behalf):

1.       represents and warrants that it has read this announcement in its
entirety and acknowledges that its participation in the Placing will be governed
by the terms of this appendix and press release and the Placing Agreement;

2.       represents, warrants and undertakes that it will subscribe for the new
Ordinary Shares allocated to it in the Placing and pay up for the same in
accordance with the terms of this appendix failing which the relevant new
Ordinary Shares may be placed with other subscribers or sold as Panmure Gordon
determines and without liability to such Placee;

3.       undertakes and acknowledges that its obligations under the Placing are
irrevocable;

4.       represents and warrants that it is entitled to subscribe for and
purchase new Ordinary Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all such
governmental and other guarantees and other consents which may be required
thereunder and complied with all necessary formalities;

5.       acknowledges that it is not entitled to rely on any information
(including, without limitation, any information contained in any management
presentation given in relation to the Placing) other than that contained in this
announcement (including this appendix);

6.       represents and warrants that the issue to the Placee, or the person
specified by such Placee for registration as holder of new Ordinary 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);

7.       represents and warrants that it has complied with its obligations in
connection with money laundering under the Criminal Justice Act 1993 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;

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

9.       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 new Ordinary Shares in, from or otherwise involving the United Kingdom and
will not sell or offer to sell the new Ordinary Shares in a manner which will
result in an offer to the public in the United Kingdom within the meaning of the
POS Regulations, as amended;

10.   represents and warrants that it has all necessary capacity and authority,
its obligations under the Placing are valid, binding and enforceable and that it
has obtained all necessary consents and authorities to enable it to commit to
participation in the Placing and to perform its obligations in relation thereto
and will honour its obligations (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and authorities
to agree to the terms set out or referred to in this announcement);

11.   acknowledges that Panmure Gordon is acting solely for the Company and that
participation in the Placing is on the basis that it is not and will not be a
client or customer of Panmure Gordon or any of its affiliates and that Panmure
Gordon and its affiliates have no 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 nor for the
exercise or performance of any of Panmure Gordon's rights and obligations
thereunder, including any right to waive or vary conditions or exercise any
termination right;

12.   undertakes and agrees that (i) the person whom it specifies for
registration as holder of the new Ordinary Shares will be (a) the Placee or (b)
a nominee of the Placee, (ii) neither Panmure Gordon nor the Company or any of
their respective affiliates 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 subscribe on
the basis that the new Ordinary Shares will be allotted to the CREST stock
account of Panmure Gordon who will act as settlement agent in order to
facilitate the settlement process;

13.   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;

14.   acknowledges that the new Ordinary Shares have not been and will not be
registered under the Securities Act or under the relevant securities laws of any
state of the United States, any of Australia, Japan or the Republic of Ireland
or any state within any such country and, subject to certain limited exceptions,
may not be directly or indirectly offered, sold, renounced, transferred,
taken-up or delivered in, into or within those jurisdictions;

15.   represents, warrants and acknowledges to Panmure Gordon for itself and as
agent for the Company that it is outside the United States and will only offer
and sell the new Ordinary Shares outside the United States in offshore
transactions in accordance with Regulation S of the Securities Act;

16.   represents, warrants and undertakes and agrees that neither it nor its
affiliates (as defined in Rule 501(b) of the US Securities Act) nor any person
acting on its or their behalf have engaged in or will engage in any "general
solicitation or general advertising" (within the meaning of Regulation D under
the US Securities Act) or "directed selling efforts" (as defined in Regulation S
under the US Securities Act) in connection with any offer or sale of the Shares;

17.   acknowledges that the agreement to settle each Placee's subscription (and/
or the subscription 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
a subscription by it and/or such person direct from the Company for the Shares
in question. Such agreement assumes that the new Ordinary Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the new Ordinary Shares into a clearance service. If there were any
such arrangements, or the settlement related to other dealing in the new
Ordinary Shares, stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor Panmure Gordon nor any of their respective affiliates
will be responsible. If this is the case, the relevant Placee should take its
own advice and notify Panmure Gordon accordingly. 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 of any new
Ordinary Shares or the agreement by them to acquire any new Ordinary Shares; and

18.   acknowledges that any monies of any Placee or any person acting on behalf
of the Placee held or received by Panmure Gordon will not be subject to the
protections conferred by the FSA's Client Money Rules. As a consequence, these
monies will not be segregated from the monies of Panmure Gordon and may be used
by Panmure Gordon in the course of its business, and the relevant Placee or any
person acting on its behalf will therefore rank as a general creditor of Panmure
Gordon. The acknowledgements, undertakings, representations and warranties
referred to above are given to each of the Company and Panmure Gordon (for their
own benefit and, where relevant, the benefit of their respective affiliates) and
are irrevocable. The Company and Panmure Gordon will rely upon the truth and
accuracy of the foregoing acknowledgements, undertakings, representations and
warranties.




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            The company news service from the London Stock Exchange

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