Acquisition and Placing

RNS Number:8624S
Staffing Ventures PLC
04 December 2003


Staffing Ventures plc
("Staffing Ventures" or "the Company")

         Proposed acquisition of Parys Snowdon Payroll Services Limited
        Placing of 10,526,316 new Ordinary Shares at 38 pence per share
                    Proposed change of name to Supporta plc
                 Application for re-admission to trading on AIM

-   The Board of Staffing Ventures plc is pleased to announce that it has today
    conditionally agreed to acquire the entire issued share capital of Parys
    Snowdon Payroll Services Limited ("Parys Snowdon Payroll") from Parys
    Snowdon Group Limited.
-   The principal activity of Parys Snowdon Payroll is the provision of payroll
    services to NHS organisations. In view of the size of the Acquisition, which
    constitutes a reverse takeover of the Company under the AIM Rules, the
    Acquisition requires the prior approval of Shareholders at the EGM.
-   Under the terms of the Acquisition the initial consideration of #5 million
    will be satisfied by a cash payment of #3 million. The balance will be
    satisfied by the issue of 5 million new Ordinary Shares at 40 pence per
    share.
-   In order to provide additional funding for the ongoing working capital
    requirements of the Enlarged Group and to contribute towards the initial
    consideration in respect of the Acquisition, the Company proposes to raise
    approximately #4.0 million gross by way of a placing of up to 10,526,316 new
    Ordinary Shares with institutional investors at 38 pence per share.
-   In order to reflect the broadening of the outsourcing activities following
    the acquisition of Parys Snowdon Payroll, a resolution is being proposed at
    the EGM to change the Company's name to Supporta plc, conditional upon
    completion of the Acquisition.
-   Irrevocable undertakings to vote in favour of the Resolutions have been
    received from Shareholders in respect of 4,361,976 Existing Ordinary Shares
    representing approximately 56.83 per cent. of the Existing Ordinary
    Shares.
-   A circular to Shareholders containing details of the Proposals and convening
    an EGM to approve the Resolutions is being posted to Shareholders.

For further information, please contact:

Staffing Ventures plc
Bob Holt, Chairman                                  07778 798816
Gavin Kaye, Chief Executive                         07812 022551

Arbuthnot                                           0121 632 2100
Tim Goodman                                         
Richard Welton

Arbuthnot, which is regulated in the United Kingdom by The Financial Services
Authority in respect of regulated activities, is acting for Staffing Ventures
and no one else in connection with the matters described herein, and will not be
responsible to anyone other than Staffing Ventures for providing the protections
afforded to customers of Arbuthnot or for providing advice in relation to the
matters contained in this announcement or any matter concerning the Proposals
The responsibility of Arbuthnot as nominated adviser and broker to the Company
is owed solely to the London Stock Exchange.


Staffing Ventures plc
("Staffing Ventures" or "the Company")

Proposed acquisition of Parys Snowdon Payroll Services Limited

       Placing of 10,526,316 new Ordinary Shares at 38 pence per share
                   Proposed change of name to Supporta plc
                Application for re-admission to trading on AIM

1.  Introduction

The Board of Staffing Ventures is pleased to announce that it has today
conditionally agreed to acquire the entire issued share capital of Parys Snowdon
Payroll Services Limited ("Parys Snowdon Payroll") from Parys Snowdon Group
Limited. The principal activity of Parys Snowdon Payroll is the provision of
payroll services to NHS organisations.

Under the terms of the Acquisition the initial consideration of #5 million will
be satisfied by a cash payment of #3 million. The balance will be satisfied by
the issue of 5 million new Ordinary Shares at the Vendor's Issue Price.
Additional Consideration will become payable in the event that Parys Snowdon
Payroll achieves certain performance targets during the Earn-Out Period which
are significantly ahead of the Directors expectations for the period. It is
intended that any additional consideration payable will be satisfied by the
allotment of Additional Consideration Shares.

In order to provide additional funding for the ongoing working capital
requirements of the Enlarged Group and to contribute towards the initial
consideration in respect of the Acquisition, the Company proposes to raise
approximately #4.0 million gross by way of a placing of up to 10,526,316 New
Ordinary Shares with institutional investors at the Placees' Issue Price.

Dealings in Existing Ordinary Shares were suspended, at the Board's request, on
24 October 2003 at a mid-market price of 38 pence per share. This suspension has
now been lifted following the release of this announcement and the release of
the Company's interim results for the six month period ended 30 September 2003.

In view of the size of the Acquisition, which constitutes a reverse takeover of
the Company under the AIM Rules the Acquisition requires the prior approval of
Shareholders at the Extraordinary General Meeting. If the Resolutions are duly
passed at the EGM, the Company's existing quotation on AIM will be cancelled and
the Company will apply for the enlarged issued Ordinary Share capital to be
admitted to trading on AIM. Irrevocable undertakings to vote in favour of the
Resolutions have been received from Shareholders in respect of 4,361,976
Existing Ordinary Shares representing approximately 56.83 per cent. of the
Existing Ordinary Shares. Further details are set out below.

A circular to Shareholders containing details of the Proposals and convening an
EGM to approve the Resolutions is being posted to Shareholders. Shareholders 
should note that the Proposals are inter-conditional. It is expected that 
Admission will take place and that dealings in the Existing Ordinary Shares and 
the New Ordinary Shares will commence on 12 January 2004.

2.  Background to and reasons for the Acquisition

As has been stated previously, most recently in the Chairman's statement of the
Company's final results for the year ended 31 March 2003, Staffing Ventures has
been looking to expand its back office and payroll outsourcing division. The
Board is committed to building a profitable platform for future growth and the
Directors believe that the acquisition of Parys Snowdon Payroll represents an
excellent opportunity to achieve this aim.

On 28 March 2003, the Company raised #1.29 million net of expenses from
institutional investors, as was detailed in the circular dated 28 February 2003.
At that time, an acquisition of the size and attraction of Parys Snowdon Payroll
was not anticipated. In order for the Company to take advantage of this
opportunity it is necessary for the Company to raise further funds in order to
satisfy both the working capital requirements of the Enlarged Group and pay the
cash element of the Initial Consideration.

The acquisition of Parys Snowdon Payroll will mean that the Company has achieved
its target of developing a two division company with critical mass.

3.  Information on Parys Snowdon Payroll

Parys Snowdon Payroll provides outsourced, managed payroll and pension services
and accounts payable services to NHS. organisations. 85 per cent. of Parys
Snowdon Payroll revenue is generated from contracts with NHS organisations, with
the balance derived from the delivery of added value services predominantly to
this client base. Parys Snowdon Payroll operates from Bangor, Glasgow,
Leicester, Norwich and Oxford and employs over 165 employees.

The Proposed Directors believe that Parys Snowdon Payroll is the largest
commercial provider of these services to NHS organisations. Parys Snowdon
Payroll has achieved this position through a combination of organic growth and
acquisitions, including the purchases of CSC Oxford Consortium's payroll
services division and the payroll services division of Norwich Systems and
Accounting Limited.

In the year ended 31 March 2003, the Parys Snowdon Businesses generated
operating profits of approximately #0.85 million on sales of over #7.65 million.

Further information on Parys Snowdon Payroll is set out in Appendix II of this
announcement.

4.  Terms of the Acquisition

The Acquisition is conditional inter alia on:

(i)   receipt of advance assurance from the Inland Revenue confirming that the
      New Ordinary Shares subscribed for wholly in cash will qualify for EIS/VCT
      relief;

(ii)  the Placing Agreement having become unconditional in all respects and not
      having been terminated;

(iii) the approval of the Resolutions at the EGM; and

(iv)  Admission becoming effective on 12 January 2004 (or such later date as the
      Company and Arbuthnot may agree but in any event no later than 19 January
      2004).

Under the terms of the Acquisition the initial consideration of #5 million will
be satisfied by a cash payment of #3 million. The balance will be satisfied by
the issue of 5 million new Ordinary Shares at the Vendor's Issue Price. The
Company has the benefit of a profit warranty from the Vendor stating that the
PBIT (as defined) for the Parys Snowdon Businesses for the year ending 31 March
2004 will not be less than #581,000.

In addition, Additional Consideration of up to #4.1 million may be paid
depending on the profitability of Parys Snowdon Payroll during the Earn-Out
Period. The Additional Consideration will be an amount equal to 8.4 times the
PBIT of the Parys Snowdon Businesses in excess of #1.6 million during the
Earn-Out Period. The maximum aggregate amount of consideration payable in
respect of the Acquisition is #9.1 million. Subject to obtaining the necessary
authorities, a waiver from the Takeover Panel under the City Code on Takeovers
and Mergers and shareholder approval (if required), the Additional Consideration
will be satisfied by the issue of new Ordinary Shares within 10 business days
following the signing of the Company's consolidated Annual Report and Accounts
for the year ending 31 March 2006. The Additional Consideration Shares will be
issued credited as fully paid at the average of the mid-market price of the
Ordinary Shares over the 10 business days preceding the date of the issuing of
any necessary related documentation. The Company has agreed that in the event
that it is not possible to obtain the necessary authorities, waiver or
shareholder approval (if required), the additional consideration will be
satisfied in cash to the extent required.

The Company has undertaken to use its reasonable endeavours to arrange for the
Initial Consideration Shares to be placed as soon as reasonably practicable
after the first anniversary of completion of the Acquisition and if any
Additional Consideration Shares are issued, for these Additional Consideration
Shares to be placed as soon as reasonably practicable after their issue.

The Initial Consideration Shares, when issued, will represent approximately
21.55 per cent. of the Company's ordinary share capital as enlarged by the
allotment of the New Ordinary Shares. If the Parys Snowdon Businesses achieve
the maximum levels of earn out, pursuant to the Acquisition Agreement, the new
Ordinary Shares held by the Vendor will, assuming no movement in the share price
from the Vendor's Issue Price, represent approximately 45.59 per cent. of the
Company's ordinary share capital as enlarged by the allotment of the New
Ordinary Shares and the Additional Consideration Shares.

As detailed in paragraph 9 of this announcement and in paragraphs 1.8 to 1.11 of
each accountants' report as set out in Part V of the circular to Shareholders,
the Parys Snowdon Businesses and the Vendor have an underfunded pension scheme.
The Company has agreed to contribute up to #300,000 towards this deficit in
respect of employees of the Parys Snowdon Businesses. Subject to this, the
Vendor has agreed to indemnify the Company in relation to all matters relating
to this pension scheme.

Further details of the Acquisition Agreement are set out in paragraph 8(ix) of
Part VII of the circular to Shareholders.

5.  Details of the Placing

The Placing is intended to raise approximately #4.0 million before expenses.
Pursuant to the Placing Agreement, the Company has undertaken to Arbuthnot that
the net proceeds of the Placing will be used to satisfy both the working capital
requirements of the Enlarged Group and, to an extent, to pay for the cash
element of the Initial Consideration.

The Placing Shares and the Initial Consideration Shares will together represent
66.92 per cent of the Company's new ordinary issued share capital (as enlarged
following the allotment of the Initial Consideration Shares and assuming the
Placing is taken up in full) and will represent 65.44 per cent of the Company's
issued ordinary share capital assuming exercise in full of all the outstanding
warrants and options. These Placing Shares and Initial Consideration Shares will
rank, on issue, pari passu with the Existing Ordinary Shares including the right
to receive all dividends and other distributions, thereafter declared, made or
paid.

Pursuant to the Placing Agreement Arbuthnot has conditionally agreed, as agent
for the Company, to use its reasonable endeavours to procure placees for the New
Ordinary Shares at the Placees' Issue Price. The Placing, which is not
underwritten, is conditional, inter alia, upon the Placing Agreement becoming
unconditional and not being terminated in accordance with its terms and
Admission taking place.

The Placing Agreement contains warranties (which are limited in amount and
duration), undertakings and other agreements on the part of the Company, the
Directors and the Proposed Directors in favour of Arbuthnot. In addition, the
Company has given Arbuthnot an indemnity, which applies in certain
circumstances. Arbuthnot is also entitled to terminate the Placing Agreement at
its absolute discretion in certain specified circumstances prior to Admission,
inter alia, for a material breach by the Company of the terms of the Placing
Agreement or of any of the warranties contained therein or in the case of an
event of force majeure arising (as defined in the Placing Agreement).

Application has been made to the Inland Revenue for advance assurance asking
them to confirm, on the basis of information provided by the Company, that the
New Ordinary Shares subscribed for wholly in cash will qualify for EIS/VCT
relief. The Directors anticipate that the Company will continue to be a
qualifying company for the purpose of Venture Capital Trust and Enterprise
Investment Scheme relief, although no guarantee of this can be given.

Admission is anticipated to become effective on 12 January 2004 (or such later
date as the Company and Arbuthnot may agree but in any event Admission will be
no later than 19 January 2004).

Further details of the Placing Agreement are set out in paragraph 8 (viii) of
Part VII of the circular to Shareholders.

6.  Directors and Proposed Directors

The current composition of the Board of Staffing Ventures is as follows:

Bob Holt, aged 49 (Non-Executive Chairman)
Bob is currently Chairman and Chief Executive of Mears Group PLC, Non-Executive
Chairman of Wyatt Group Plc and a Non-Executive Director of Unicorn AIM VCT plc.
Bob has a background of growing service companies by acquisition.

Gavin Kaye, aged 40 (Chief Executive)
Gavin qualified as a Chartered Accountant in 1987 at BDO Stoy Hayward before
joining Worthington Group plc, a fully quoted textile company, in 1991 as Group
Finance Director, where he gained considerable experience of acquisitions and
disposals, multi-locational operational management and corporate restructuring.
In March 2000, Gavin joined Health Media Group plc, an on-line health
information provider, as Chief Operating Officer, latterly becoming Chief
Executive. Following the sale of the business, Gavin has been working as Finance
Director for a number of private companies assisting in strategic financial
planning.

Philip Ellis, aged 36 (Finance Director)
Philip qualified as a Chartered Accountant in 1990 after which he joined BDO
Stoy Hayward. In 1991 he moved to FMCB Consultancy Limited to concentrate on
hands-on consultancy and corporate finance activities and was appointed a
Director in 1995. His clients have ranged from a FTSE 100 company to private
family businesses, from AIM companies to start-ups. Philip has first hand
experience of mergers and acquisitions, raising finance and flotations.

Simon Gee, aged 36 (Non-Executive Director)
Simon has more than eight years financial and recruitment-to-recruitment
experience, both in fee generating and managerial capacities. He is a full
member of the Recruitment and Employment Confederation (REC). Simon has overall
responsibility for Sales and Marketing activity in respect of the support
services. This role is undertaken on a part time basis.

Proposed Directors

On completion of the Proposals it is intended that the following appointments to
the New Board will be made:

John Williams, aged 46 (Non-Executive Director)
John is Chief Executive of the Vendor. He worked within finance in the NHS for
14 years before establishing BPS Public Sector Limited, which became what is
believed by the Proposed Directors to the first commercial organisation to
provide outsourced payroll management services to the NHS. He remained with BPS
until its sale to Hyder Services Limited in February 1999. John has a background
in developing white collar support services in the healthcare sector through a
combination of start up business and acquisition.

Michael Curran, aged 51 (Executive Director)
Michael has worked within the public sector for some 30 years. He was a founding
director of BPS Public Sector Limited, where he had overall responsibility for
the delivery of payroll management services. He is currently the managing
director of Parys Snowdon Payroll. Michael has a track record in delivering
outsourced payroll management services to the NHS.

Particulars of all proposed service contracts and appointments, particulars of
all existing service contracts which are not terminable on less than 12 months'
notice and particulars of all changes to existing service contracts within the
six months prior to the date of this document between the Company and any of the
Directors and the Proposed Directors are set out in paragraph 6 of Part VII of
the circular to Shareholders.

7.  Corporate Governance

Each of the Directors and the Proposed Directors is committed to maintaining
high standards of corporate governance. The New Board intends, so far as
practicable given the Company's size and the constitution of the New Board, to
comply with the Combined Code as modified by the recommendations of the Quoted
Companies Alliance.

The New Board will establish an audit committee and a remuneration committee,
the audit committee comprising Bob Holt, John Williams and Gavin Kaye and the
remuneration committee comprising Bob Holt, John Williams and Philip Ellis and
each will have duties and responsibilities delegated by the New Board. Any new
non-executive directors appointed by the Company may be asked to join these
committees. The audit and remuneration committees will be chaired by Bob Holt.

The audit committee receives and review reports from management and the
Company's auditors relating to the annual and interim accounts and the
accounting and internal control systems in use throughout the Enlarged Group.
The audit committee has unrestricted access to the Company's external auditors.

The remuneration committee reviews the scale and structure of the executive
directors' remuneration and the terms of their appointments. The remuneration
and terms and conditions of appointment of the non-executive directors and the
Chairman will be set by the New Board as constituted from time to time. The
remuneration committee will also administer the Company's share option schemes
and will be responsible for setting any performance criteria in relation to the
exercise of options granted under such share option schemes.

8.  Financial Effects of the Acquisition and the Placing

The Acquisition is expected to increase substantially the revenues of the
Company and, coupled with the proceeds of the Placing, strengthen the Company's
balance sheet.

An unaudited pro forma statement of consolidated net assets of the Enlarged
Group prepared for illustrative purposes only and showing the impact of the
Acquisition and the Placing is set out in Part VI of the circular to
Shareholders.

9.  Financial Information

Staffing Ventures
Set out below is a summary of the results of Staffing Ventures for the year
ended 31 March 2003 and the sixth month period ended 30 September 2003. The
figures for the year ended 31 March 2003 have been extracted from the audited
results of Staffing Ventures for the year ended 31 March 2003 as set out in Part
IV of the circular to Shareholders:

                                           Six months ended         Year ended
                                          30 September 2003      31 March 2003
                                                      #'000              #'000
Turnover                                              4,222              9,434
Gross profit                                            915              2,119
Operating (loss)/profit before exceptional
items and goodwill amortisation                         (90)                48
Operating loss                                         (648)              (255)
Loss on ordinary activities before
taxation                                               (698)              (340)

Parys Snowdon Payroll
Set out below is a summary of the results of the Parys Snowdon Businesses for
the year ended 31 March 2003 which has been extracted from the accountants'
reports on Parys Snowdon Payroll Services Limited, PS Payroll Services Limited,
PS Business Services Limited and PS Managed Services Limited set out in Part V
of the circular to Shareholders.

                                                                    Year ended
                                                                 31 March 2003
                                                                         #'000
Turnover                                                                 7,658
Gross profit                                                             1,887
Operating profit                                                           852
Profit on ordinary activities before taxation                              929

Further financial information on Staffing Ventures and the Parys Snowdon
Businesses is set out in Parts IV and V of the circular to Shareholders. It
should be noted that financial information for the Parys Snowdon Businesses does
not comply with the requirements of SSAP 24 "Accounting for Pension Costs" or
contain the full transitional disclosures required under FRS 17 "Retirement
Benefits". As a result the financial statements of the Parys Snowdon Businesses
for the year or period (as the case may be) ended 31 March 2003 are qualified in
this respect. Further information is contained in paragraphs 1.8 to 1.11 of Part
V of the circular to Shareholders.

10.  Current trading of and prospects of the Enlarged Group

The interim results of Staffing Ventures plc for the half year ended 30
September 2003 are being posted to Shareholders with the circular sent to
Shareholders. Operating loss before goodwill amortisation and exceptional items
was #89,697 (2002: profit #332,478) on turnover of #4,221,877 (2002:
#4,689,935). Exceptional items amounted to #511,049 (2002: Nil) and pre-tax
losses amounted to #698,403 (2002: #41,045).

Accountants' reports on the Parys Snowdon Businesses for the three years ended
31 March 2003 are set out in Part V of the circular to Shareholders. Since 31
March 2003, the Proposed Directors have continued to consolidate relationships
with existing clients and to develop new client opportunities.

Further financial information is set out in Part V of the circular to
Shareholders. Your attention is drawn to the risk factors set out in Appendix II
to this announcement.

11.  Strategy of the Enlarged Group

The Enlarged Group has a clear strategy of increasing shareholder value through
growth, which will be implemented by the New Board. The New Board expects to
achieve this growth principally organically and also by selective acquisition.
The strategy to achieve organic growth is to be implemented by exploiting the
improving market confidence which is expected to continue for at least the short
to medium term. The New Board will also seek to increase operating efficiencies.

The New Board also expects to increase the Enlarged Group's profitability by
continuing selectively to acquire niche businesses within the outsourcing
market. The New Board is mindful of the need for acquisitions to be earnings
enhancing with the potential for synergistic benefits.

12.  Admission to AIM and Dealings

Application will be made by the Company for the Initial Consideration Shares and
the Placing Shares to be admitted to AIM and for the Existing Ordinary Shares to
be re-admitted to AIM on completion of the Acquisition and the Placing. Subject
to completion of the Acquisition and the Placing, trading in such shares is
expected to commence on 12 January 2004. If the Acquisition and the Placing are
not completed, the Existing Ordinary Shares will continue to be traded on AIM,
the Initial Consideration Shares and the Placing Shares will not be admitted to
AIM and the Proposed Directors will not be appointed to the Board.

13.  Proposed change of name

In order to reflect the broadening of the outsourcing activities following the
acquisition of Parys Snowdon Payroll, a resolution is being proposed at the EGM
to change the Company's name to Supporta plc, conditional upon completion of the
Acquisition.

14.  Lock-In Arrangements

The Vendor has agreed with Arbuthnot that for a period of twelve months from
Admission it will not, without the prior written consent of Arbuthnot, dispose
of any of the Initial Consideration Shares. In the subsequent twelve month
period, the Vendor will be entitled to dispose of the Initial Consideration
Shares provided that any such disposal is made through Arbuthnot in an orderly
manner. In addition, any Additional Consideration Shares issued to the Vendor
may for the twelve month period following their issue only be disposed of
through Arbuthnot in an orderly manner.

Further details of these lock-in arrangements are set out at paragraph 8(xi) of
Part VII of the circular to Shareholders.

15.  Dividend Policy

The Directors anticipate that any earnings will be retained by the Company for
the development of the business of the Enlarged Group and will not be
distributed to shareholders as cash or other dividends. The declaration and
payment by the Company of dividends will, once the Enlarged Group has achieved
its development objectives, be dependent upon the Company's results from
operations and other factors deemed to be relevant at the time. Staffing
Ventures currently has a deficit on its profit and loss account which will
prevent the lawful distribution of profits as dividends. The Directors intend to
review this situation in due course and, if applicable, take the necessary legal
steps to restructure the balance sheet of Staffing Ventures so that, once
appropriate, the Company will be able to pay dividends to shareholders.

16.  Irrevocable undertakings to support the Proposals

Bob Holt, Philip Ellis and Simon Gee, Directors of Staffing Ventures, are the
beneficial owners of 114,000, 103,887 and 232,760 Ordinary Shares respectively,
representing 1.49 per cent., 1.35 per cent. and 3.04 per cent. of the Existing
Ordinary Shares respectively and have committed to support the Proposals by way
of irrevocable undertakings.

In addition, major institutional shareholders owning in aggregate 3,911,329
Ordinary Shares, representing 50.95 per cent. of the Existing Ordinary Shares,
have irrevocably committed to vote in favour of the Proposals.

In aggregate, Staffing Ventures has received irrevocable undertakings to support
the Proposals in respect of 4,361,976 Existing Ordinary Shares representing
approximately 56.83 per cent. of such Existing Ordinary Shares.

17.  Recommendation and voting intentions

The Directors, who have been so advised by Arbuthnot, consider that the terms of
the Proposals are in the best interests of the Company and the Shareholders as a
whole. In providing advice to the Directors, Arbuthnot has relied upon the
Director's commercial assessments. Accordingly, the Directors recommend that you
vote in favour of the Resolutions to be proposed at the Extraordinary General
Meeting, as they have irrevocably undertaken to do so in respect of their own
shareholdings, which in aggregate amount to 5.88 per cent. of the issued share
capital of the Company.



EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of the Form of Proxy    10am on 4 January 2004 
for the EGM                                               

Extraordinary General Meeting                            10am on 6 January 2004

Admission and dealings expected to commence in the       8am on 12 January 2004
Existing Ordinary Shares and the New Ordinary Shares                 
on AIM

CREST member accounts expected to be credited            8am on 12 January 2004
                                                                

Dispatch of definitive share certificates in respect            19 January 2004
of the New Ordinary Shares


PLACING STATISTICS

Issue price for the Initial Consideration Shares                      40 pence

Issue Price for the Placing Shares                                    38 pence

Number of Existing Ordinary Shares                                   7,675,878

Number of Initial Consideration Shares to be issued                  5,000,000

Number of Placing Shares to be issued                               10,526,316

Number of Ordinary Shares in issue upon completion of the
Proposals*                                                          23,202,194

Market capitalisation, upon completion of the Proposals,          #8.82million
at the Placee's Issue Price*

Gross proceeds of the Placing                                     #4.0 million

*excluding any issue of Additional Consideration Shares


For further information, please contact:

Staffing Ventures plc
Bob Holt, Non-Executive Chairman                       07778 798816
Gavin Kaye, Chief Executive                            07812 022551

Arbuthnot                                              0121 632 2100
Tim Goodman                                            
Richard Welton

No person is authorised, in connection with the Placing, to give any information
or make any representation other than as contained in this announcement and, if
given or made, such information or representation must not be relied upon as
having been authorised by the Company or Arbuthnot or their respective
directors.

Arbuthnot, which is regulated in the United Kingdom by The Financial Services
Authority in respect of regulated activities, is acting for Staffing Ventures
and no one else in connection with the matters described herein, and will not be
responsible to anyone other than Staffing Ventures for providing the protections
afforded to customers of Arbuthnot or for providing advice in relation to the
matters contained in this announcement or any matter concerning the Proposals.
The responsibility of Arbuthnot as nominated adviser and broker to the Company
is owed solely to the London Stock Exchange.

The Directors accept responsibility for the information contained in this
announcement (other than that relating to Parys Snowdon Payroll and the Proposed
Directors). To the best of the knowledge and belief of the Directors (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such
information.

The Proposed Directors accept responsibility for the information contained in
this announcement (relating to Parys Snowdon Payroll and the Proposed
Directors). To the best of the knowledge and belief of the Proposed Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.



APPENDIX I - INFORMATION ON PARYS SNOWDON PAYROLL

Parys Snowdon Payroll provides outsourced, managed payroll and pension services
and accounts payable services to NHS organisations. Over 85 per cent. of Parys
Snowdon Payroll's revenue is generated from contracts with the NHS
organisations, with the balance derived from the delivery of added value
services predominantly to this client base. Parys Snowdon Payroll operates from
Bangor, Glasgow, Leicester, Norwich and Oxford and employs over 165 employees.

The Proposed Directors believe that Parys Snowdon Payroll is the largest
commercial provider of these services to NHS organisations. Parys Snowdon
Payroll has achieved this position through a combination of organic growth and
acquisitions by the Vendor and the Parys Snowdon Businesses, including the
purchases of CSC Oxford Consortium's payroll services division and of the
payroll services division of Norwich Systems and Accounting Limited. These
businesses are now owned by Parys Snowdon Payroll.

In the year ended 31 March 2003, the Parys Snowdon Businesses' as set out below,
generated operating profits of approximately #0.85 million on sales of over
#7.65million. There are certain risk factors associated with Parys Snowdon
Payroll and these are set out in Appendix II.

Key strengths

The Proposed Directors believe that, inter alia, Parys Snowdon Payroll has the
following key strengths:

-   strong market position with limited competition;
-   capable and experienced management team;
-   reputation for quality work;
-   the benefit of long-term contracts with public sector client base; and
-   close working relationship with clients.

History and development

In 1989, John Williams and Michael Curran established a healthcare support
business, BPS Public Sector Limited, having identified the potential for
providing services to the NHS on a more efficient basis than currently provided
internally by the NHS. In 1990, BPS Public Sector Limited commenced what the
Proposed Directors believe to be the first commercial organisation to provide
outsourced payroll management services to the NHS taking advantage of prevailing
market conditions affecting the recruitment and retention of HR and finance
staff within the public sector.

In 1994 the payroll services market to the NHS began to see the re-organisation
of some of BPS Public Sector's commercial competitors. The financial services
division of East Norfolk Health Authority became Norwich Systems and Accounting
Limited and the financial services and regional computer centre of the Oxford
Regional Health Authority became CSC Oxford Consortium.

In 1998 BPS Public Sector Limited acquired the payroll services division of the
CSC Oxford Consortium and amalgamated it into BPS. In February 1999, BPS Public
Sector Limited was sold to Hyder Services Limited. John Williams left BPS Public
Sector Limited shortly after this acquisition by Hyder Services Limited.

The payroll and processing part of Norwich Systems and Accounting Limited was
acquired by Hyder Services Limited in June 2000. Following this acquisition BPS
Public Sector Limited owned all of the significant commercial competitors in
this market. In December 2000 Michael Curran left BPS Public Sector Limited.

Orion Payroll Services was established by Michael Curran. In April 2002 this was
acquired by the Vendor and became Parys Snowdon Payroll Services Limited.

In April 2002, the Vendor acquired PS Payroll Services Limited (formerly Norwich
Systems and Accounting Limited) and PS Business Services Limited (formerly BPS
Public Sector Limited). These are now subsidiaries of Parys Snowdon Payroll.

Although ownership has changed a number of times since the business was
established in 1989, the business has remained the provision of outsourced
managed payroll and pension services and accounts payable services to the NHS.

Financial Information

The trading records of the Parys Snowdon Businesses set out below is extracted
from the accountant's reports on the Parys Snowdon Businesses in Part V of the
circular to Shareholders.

                                   Year ended      Year ended  Year or period
                                                                        ended
                                31 March 2001   31 March 2002   31 March 2003
                                        #'000           #'000           #'000
Turnover

Parys Snowdon Payroll Services Limited      -               -           4,725
PS Payroll Services Limited             1,659           1,239           2,933
PS Managed Services Limited             3,469           2,590               -
PS Business Services Limited            3,661           2,734               -

Gross Profit
Parys Snowdon Payroll Services Limited      -               -             971
PS Payroll Services Limited              (399)           (180)            916
PS Managed Services Limited             1,184             885               -
PS Business Services Limited              456             340               -

Operating profit/(loss)
Parys Snowdon Payroll Services Limited      -               -             329
PS Payroll Services Limited            (1,164)           (299)            523
PS Managed Services Limited              (151)            140               -
PS Business Services Limited              (12)           (418)              -

Results for Parys Snowdon Payroll Services Limited are for the period from 30
January 2002 to 31 March 2003.

Description of the activities of Parys Snowdon Payroll

Parys Snowdon Payroll derives the majority of its revenue from NHS organisations
with approximately 85 per cent. of revenue deriving from NHS contracts with the
balance resulting from the delivery of added value services predominantly to the
existing client base.

Strong cash flows stem from contracts with the NHS trusts who are usually
reliable and prompt payers. Parys Snowdon Payroll's contracts run from between
one and seven years, and are for fixed annual amounts, payable monthly,
quarterly or annually. In the experience of the Proposed Directors the costs
associated with a change of service provider are such that the incumbent
provider is normally on very strong ground in contract extensions and renewals.

Parys Snowdon Payroll's major clients are various NHS trusts with contracts in
operation across the UK. For the year ending 31 March 2004, the Proposed
Directors have projected that Parys Snowdon Payroll's top five clients will
account for 34.8 per cent. of sales with no one accounting for more than 10.2
per cent. of sales. The secured order book for the year ending 31 March 2005
represents 69 per cent. of that years budgeted revenue.

Operational management across the five business locations in Bangor, Glasgow,
Leicester, Norwich and Oxford, have many years NHS experience and over this time
have built up considerable experience of delivering these services on a
commercial basis.

Historically, Leicester, Norwich and Oxford have provided services to local NHS
organisations as a result of acquisitions or local contracts. The Glasgow and
Bangor operations have grown organically through the reallocation of contracts
and through contract wins and operate on a national basis.

Opportunities

ESR (Electronic Staff Records) is a government-led initiative to provide
integrated pay and human resource management systems for use exclusively in the
NHS in England and Wales. The Proposed Directors believe that the impact of the
ESR strategy in the NHS, currently in its early stages of implementation, will
result in opportunities for the Enlarged Group as organisations review their
current service provision strategy. Sources of these opportunities include the
following:

-   Organisations who are not currently scheduled for ESR implementation;
-   Other organisations whose operations are outside of the scope of ESR;
-   Other organisations whose operations are outside of the scope of ESR;
-   Other organisations needing assistance in the migration to ESR; and
-   Organisations that will adopt ESR but will continue to want support in the
    operation of their payroll.

Pilot programmes are operating in three sites and these are scheduled to go live
in 2004. Parys Snowdon Payroll has employees seconded to one of the pilot
programmes. This involvement in the client ESR implementation has enabled Parys
Snowdon Payroll to develop early, detailed knowledge of the ESR systems which
will be of considerable market value. Full ESR implementation roll-out is
expected by the NHS within the next two to three years.

Pay modernisation within 'Agenda for Change' is a key payroll initiative and one
of its primary objectives is to simplify the terms and conditions of service for
NHS employees. There are 12 key early implementation sites and one of them is a
client, with whom Parys Snowdon Payroll has a close working relationship. Parys
Snowdon Payroll is supporting the implementation process as it relates to the
payroll administration of systems of the clients. Once again, this enables the
Parys Snowdon Payroll to market its knowledge of how to implement and operate
the new arrangements in practice.

Customers of Parys Snowdon Payroll

As at 31 October 2003, Parys Snowdon Payroll provided services to 59 NHS
organisations in England out of an estimated total of 596, representing the
provision of services to 9.9 per cent. of that market. Following the acquisition
of Parys Snowdon Payroll from Hyder Services Limited, the management team has
been actively consolidating relationships with existing clients. In the last
twelve months the management team has successfully secured 22 of the 25 clients
whose contracts had expired or were due to expire. Of the three clients lost two
were working out their respective notice periods at the date of the acquisition
from Hyder Services Limited and since the acquisition from Hyder Services
Limited the management team have won two new clients, one of whom is now one of
the top five customers for Parys Snowdon Payroll.

Suppliers to Parys Snowdon Payroll

Parys Snowdon Payroll uses three types of software for the delivery of payroll
services and these require licensing and support from both McKesson UK (a
subsidiary of McKesson Corporation) and Rebus HR plc.

McKesson, a large corporation specialising in the healthcare sector in the UK,
supplies Prism (HR Systems) and SPS (Standard Payroll Services, Crown copyright
software) to Parys Snowdon Payroll as a sub-contractor on Parys Snowdon
Payroll's contracts. Although in most cases McKesson is a sub-contractor, Parys
Snowdon Payroll also provides a fully managed payroll and accounts payable
service to one of McKesson's key clients. McKesson is the prime contractor in
the ESR implementation project for the NHS.

Rebus HR is a major supplier of financial, HR and payroll business systems to
both the public and commercial sector. In most cases Rebus HR also operates as a
sub-contractor on Parys Snowdon Payroll's contracts.

Marketplace and competition

NHS organisations broadly speaking have three options for the delivery of this
vital service:

 -   they can carry out payroll services internally;
 -   they can outsource it to another NHS organisation; or
 -   they can use an external commercially funded provider.

On the basis of information available to them the Proposed Directors believe
that Parys Snowdon Payroll is the largest commercial provider of payroll
services to the NHS in the UK. The main competitors to Parys Snowdon Payroll are
in-house NHS trading agencies although none of these organisations operate on
the same scale as Parys Snowdon Payroll.

There is no obligation on the NHS trusts to look outside their own in-house
provisions. However, there is NHS executive pressure on all of their
organisations to demonstrate efficiency and value for money. Outsourcing payroll
is seen to be a way to achieve this. Whilst the traditional entry barriers into
this market are low, due to the complexity of the terms and conditions of
employment within the NHS, NHS organisations are not motivated to appoint any
outsourced provider for this service unless there is a clear and significant
demonstration of a track record of operating within this environment. The
Proposed Directors believe that Parys Snowdon Payroll's expertise and experience
in this sector provides a significant competitive advantage.

Other companies have gained entry to the market, but have failed to capitalise
on the opportunities available and hence have either exited the market or remain
operators but on a smaller scale to Parys Snowdon Payroll. The Proposed
Directors believe that Parys Snowdon Payroll has been successful due to
management's strong track record of having won and retained major contracts from
the NHS and the availability throughout the organisation of immediate relevant
and longstanding expertise. Parys Snowdon Payroll actively seeks business and
operates a programme that emphasises the recognition of the NHS clients as
customers.

Directors and Senior Management

The Chief Executive of Parys Snowdon Payroll is John Williams whose primary role
is to develop strategy and oversee the performance of Parys Snowdon Payroll. The
day-to-day operations of the business are run by Michael Curran, Managing
Director of Parys Snowdon Payroll Services Limited. Michael is assisted by
Sandra Bridge, Ross Macdonald, Martyn Thomas, Ian Williamson and Janet Dunkin.

Summary details of the members of the senior management of Parys Snowdon Payroll
are set out below:

Sandra Bridge, Client Services Manager
Sandra has had 11 years experience within the public sector in customer services
environments, and as Client Services Manager to Parys Snowdon Payroll Services,
has direct responsibility for managing client relationships, and developing the
partnership links between operational delivery sites and client organisations.
Her role includes oversight of the performance monitoring process and quality
management, and she works closely with the Operational Site Managers within the
business.

Ross Macdonald, Senior Operations Manager
Ross has had 20 years experience of delivering HR and payroll services to NHS
organisations, and is Senior Operations Manager with specific responsibility for
the two largest Parys Snowdon Payroll Services operational sites, Glasgow and
Leicester. His role is to manage the provision of payroll and pensions services
in accordance with agreed practices, and to communicate the performance results
to the Client Services Manager and to clients.

Martyn Thomas, Senior Operations Manager
Martyn has been with the business for 8 years and is Senior Operations Manager
with specific responsibility for the delivery of services from Parys Snowdon
Payroll Services' Bangor and Oxford operational sites. His role is to manage the
delivery of payroll and pensions services in accordance with agreed practices,
and to communicate the performance results to the Client Services Manager and to
clients.

Ian Williamson, Operations Manager
Ian is Operations Manager for the delivery of the payroll and pensions service
from Parys Snowdon Payroll Services' Norwich operational site. He has 40 years
experience working within public sector finance. His role is to ensure that the
services are delivered in accordance with agreed practices, and to communicate
the performance results to the Client Services Manager and to each client.

Janet Dunkin, Special Projects Director
Janet has 29 years experience of working in the health sector and is Special
Projects Director to Parys Snowdon Payroll Services business. She has specific
responsibility for the provision of support to clients in relation to the review
and development of internal processes, systems analysis and application, and the
establishment of quality control mechanisms. Her role entails collaboration with
the Operational Managers and the Client Services Manager to promote the
introduction of improvement of services.



APPENDIX II - RISK FACTORS

The Directors and the Proposed Directors believe that an investment in the
Enlarged Group may be subject to a number of risks particular to the Enlarged
Group over and above the risks associated with an investment in a quoted company
generally. Any prospective investors should consider carefully all of the
information set out in this announcement and the risks attaching to an
investment in the Company, including, in particular, the risks described below,
before making any investment decision. The information below does not purport to
be an exhaustive list and are not presented in any order of priority.

AIM

Application is to be made for the Existing Ordinary Shares to be re-admitted and
for the New Ordinary Shares to be admitted, to trading on AIM. AIM is a market
designed primarily for emerging or smaller companies. The rules of this market
are less demanding than those of the Official List. The London Stock Exchange
has not itself examined or approved the contents of this document. The future
success of AIM and liquidity in the market for Ordinary Shares cannot be
guaranteed. In particular, the market for Ordinary Shares may be, or may become,
relatively illiquid and therefore, such Ordinary Shares may be or may become
difficult to sell.

Share price volatility and liquidity

The share price of emerging companies can be highly volatile and shareholdings
illiquid. The price at which the Ordinary Shares are traded and the price which
some investors may realise for their Ordinary Shares will be influenced by a
large number of factors, some specific to the Company and its operations and
some which may affect companies trading on AIM generally. These factors could
include the performance of the Company, large purchases or sales of the Ordinary
Shares, legislative changes and general economic, political or regulatory
conditions. Prospective investors should be aware that the value of an
investment in the Company may go down as well as up and that the market price of
the Ordinary Shares may not reflect the underlying value of the Enlarged Group.
Investors may therefore realise less than, or lose all of, their investment.

Government Policy

There is evidence of central government increasing the outsourcing of payroll
related services. However, if there were to be a fundamental change in
government policy against outsourcing, this would have a serious detrimental
affect on Parys Snowdon Payroll and its activities.

Market and customers

Parys Snowdon Payroll's client base consists almost entirely of NHS
organisations. In the event of a fundamental change occuring within the NHS
structure, these contracts currently securing future potential revenue might be
lost, having a serious detrimental affect on Parys Snowdon Payroll and its
activities.

Suppliers

Software for the delivery of payroll services for the healthcare sector is a
specialist product. It is therefore available only from a small number of
software providers on whom Parys Snowdon Payroll is reliant for the performance
of its contracts. The alternatives available to Parys Snowdon Payroll in the
event of the need to look outside its existing software providers are limited.

Change of control

Contracts with NHS organisations typically contain change of control provisions
entitling the client to terminate the services of its suppliers on change of
ownership. This includes the sale of Parys Snowdon Payroll to the Company and
certain earlier acquisitions described in the paragraph entitled "History and
Development" in Appendix I of this announcement. The Proposed Directors do not
believe that any customer will seek to exercise any such rights given that the
provision of services by Parys Snowdon Payroll will remain substantially
unaltered by its Acquisition. Furthermore the complexities for an NHS
organisation in changing the payroll services provider are considerable. However
it has not been possible to seek to obtain confirmation in advance of Completion
and therefore there can be no guarantee of this.

Competition

There can be no guarantee that the existing payroll service providers to the
healthcare sector will not offer or develop superior services to the market to
Parys Snowdon Payroll. Similarly, it is possible that there may be new entrants
to this market. Such organisations may have greater financial, marketing or
operational resources than Parys Snowdon Payroll.

Fundamental commercial agreements

There is no guarantee that the Parys Snowdon Payroll will be able to renegotiate
or renew its current contractual agreements which are fundamental to the
profitability of its business. In the event of any such re-negotiation or
renewal, it is possible Parys Snowdon Payroll may have to accept less favourable
commercial terms.

Appropriate personnel

Parys Snowdon Payroll is and will continue to be dependent on certain personnel
for its continued success. Although the Enlarged Group has arrangements in place
with its key personnel to secure their services, the retention of their services
cannot be guaranteed. The loss of key personnel and the inability to recruit
further key personnel could have a material adverse affect on the Enlarged Group
through the impairment of the day-to-day running of the Enlarged Group and the
inability to develop or maintain existing customer relationships.

Future raising of additional funds

The Enlarged Group's capital requirements will depend on numerous factors,
including its ability to maintain and expand its penetration of the markets in
which it operates. The Enlarged Group cannot predict accurately the timing and
amount of its capital requirements. If its capital requirements vary materially
from its plans, the Enlarged Group may require further financing sooner than
anticipated. Market conditions may prevent additional funds from being raised
which could restrict the development of the Enlarged Group.

Working capital requirements

Whilst the Directors and the Proposed Directors have no current plans for
raising additional capital after Admission, and are satisfied that the working
capital available to the Enlarged Group will be sufficient for at least 12
months following Admission, there may be a requirement for the Enlarged Group to
raise extra capital in the future. This may have a dilutive effect on the
holdings of existing shareholders.

Enterprise Investment Scheme

Although completion is conditional on the Inland Revenue confirming that the
Company will continue to be viewed as a qualifying company for Enterprise
Investment Scheme purposes following completion there can be no guarantee that
such status will be maintained in the future. If the Company fails to maintain
the qualifying requirements under the Enterprise Investment Scheme legislation,
the beneficial tax treatment associated with an investment in Ordinary Shares
may be lost.


APPENDIX III - DEFINITIONS

The following definitions apply throughout this announcement unless otherwise
stated or the context otherwise requires:

"Acquisition"     the proposed acquisition by Staffing Ventures of the entire
                  issued share capital of Parys Snowdon Payroll pursuant to the
                  Acquisition Agreement

"Acquisition      the conditional agreement dated 4 December 2003 between (1)
Agreement"        the Vendor and (2) Staffing Ventures relating to the
                  Acquisition, details of which are set out in paragraph 5 of
                  Part I of the circular to Shareholders

"Act"             the Companies Act 1985, as amended

"Additional       the additional sum to be paid to the Vendor in respect of the
Consideration"    Acquisition which may be satisfied by the issue of the
                  Additional Consideration Shares

"Additional       such further new Ordinary Shares (if any) as may be allotted
Consideration     to the Vendor pursuant to the Acquisition Agreement
Shares"

"Admission"       respectively, the re-admission of the Existing Ordinary Shares
                  and the admission of the New Ordinary Shares to trading on AIM
                  and such re-admission becoming effective in accordance with
                  the AIM Rules

"AIM"             the Alternative Investment Market of the London Stock
                  Exchange

"AIM Rules"       the rules relating to the admission of securities to trading
                  on AIM, as published by the London Stock Exchange from time to
                  time

"Arbuthnot"       Arbuthnot Securities Limited, a member of the London Stock
                  Exchange, which is a member of the Secure Trust group of
                  companies and which is regulated by the Financial Services
                  Authority

"Business Day"    a day (other than a Saturday or Sunday) on which banks are
                  generally open for business in London

"Capita IRG       Capita IRG Plc, Northern House, Woodsome Park, Fenay Bridge,
Plc"              Huddersfield HD8 0LA

"certificated" or a share or other security which is not in uncertificated form
"in certificated  (i.e. not in CREST)
form"

"Completion"      completion of the Proposals

"Consideration    together the Initial Consideration Shares and the Additional
Shares"           Consideration Shares

"CREST"           the relevant system (as defined in the CREST Regulations) in
                  respect of which CRESTCo Limited is the operator (as defined
                  in the CREST Regulations)

"CRESTCo"         CRESTCo Limited

"CREST            the Uncertificated Securities Regulations 2001 (SI 2001 No.
Regulations"      3755)

"Directors" or    the existing directors of the Company whose names are listed
"Board"           in paragraph 6 of this announcement

\"Earn-Out         the period commencing on 1 April 2005 and ending on 31 March
Period"           2006

"Enlarged         the Group, as enlarged by the Acquisition
Group"

"Existing         the 7,675,878 Ordinary Shares in issue at the date of the
Ordinary          circular to Shareholders
Shares"

"Extraordinary    the extraordinary general meeting of the Company convened for
General Meeting"  10am on 6 January 2004
or "EGM"

"FSMA"            Financial Services and Markets Act 2000

"Group"           Staffing Ventures plc and its subsidiary undertakings

"Initial          the 5,000,000 new Ordinary Shares to be issued by the Company
Consideration     to the Vendor by way of initial consideration pursuant to the
Shares"           Acquisition Agreement

"London Stock     London Stock Exchange plc
Exchange"

"New Board"       the Directors and the Proposed Directors

"New Ordinary     together the Initial Consideration Shares and the Placing
Shares"           Shares

"NHS"             National Health Service

"Official List"   the official list of the UK Listing Authority

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

"participant      the identification code or membership number used in CREST to
ID"               identify a particular CREST member or other CREST
                  participant

"Parys Snowdon    Parys Snowdon Payroll Services Limited and its subsidiaries,
Businesses"       PS Payroll Services Limited, PS Business Services Limited and
                  PS Managed Services Limited

"Parys Snowdon    Parys Snowdon Payroll Services Limited, further details of
Payroll"          which are set out in Appendix I of this announcement

"Parys Snowdon    the ordinary shares of #1 each in the capital of Parys Snowdon
Payroll Shares"   Payroll

"PBIT"            the aggregate profit of the Parys Snowdon Businesses after
                  depreciation and amortisation of existing goodwill and before
                  interest, exceptional items and taxation as more particularly
                  detailed in the Acquisition Agreement

"Placees' Issue   38p per Placing Share
Price"

"Placing"         the conditional placing by Arbuthnot of the Placing Shares
                  subject to the terms of the Placing Agreement

"Placing          the conditional agreement dated 4 December 2003 between the
Agreement"        Company, the Directors, the Proposed Directors and Arbuthnot
                  relating to the Placing

"Placing          the 10,526,316 new Ordinary Shares which are the subject of
Shares"           the Placing

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

"Proposals"       the Acquisition, the Placing and the Admission each as
                  described in the letter from the Chairman of Staffing Ventures
                  in this announcement

"Proposed         John Williams and Michael Curran, being the proposed new
Directors"        directors of Staffing Ventures following Completion, details
                  of whom are set out under the heading "Proposed Directors" in
                  paragraph 6 of this announcement

"Resolutions"     the resolutions to be proposed at the EGM

"Securities       United States Securities Act of 1933, as amended, and the
Act"              rules and regulations promulgated thereunder

"Shareholders"    holders of Existing Ordinary Shares

"Staffing         Staffing Ventures Public Limited Company
Ventures" or the
"Company"

"subsidiary" or   have the meanings given to them by the Act
"subsidiary
undertaking"

"UK Listing       the Financial Services Authority acting in its capacity as
Authority"        competent authority for the purposes of Part VI of the FSMA

"uncertificated"  recorded on the relevant register of the uncertificated share
or "in            or security concerned as being held in uncertificated form in
uncertificated    CREST and title to which, by virtue of the CREST Regulations,
form"             may be transferred by means of CREST

"United Kingdom"  the United Kingdom of Great Britain and Northern Ireland
or "UK"

"United States"   the United States of America, its territories and possessions,
or "US"           any state of the United States of America and the district of
                  Columbia and all other areas subject to its jurisdiction or
                  any political subdivision thereof

"US person"       a citizen or permanent resident of the United States, as
                  defined in Regulation S promulgated under the Securities Act
                  1933

"Vendor"          Parys Snowdon Group Limited

"Vendor's Issue   40p per Initial Consideration Share
Price"





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

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