Placing

RNS Number:2060U
Northgate PLC
14 January 2004



14 January 2004

Northgate plc ("Northgate", the "Company" or, together with its subsidiaries,
the "Group")

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

Placing of 3,040,000 new ordinary shares

Summary

Further to the announcement today of Northgate's interim results for the six
months ended 31 October 2003, Northgate announces that it is today placing
3,040,000 new ordinary shares of 5 pence per share ("Placing Shares"), which
represent approximately 5 per cent of the current issued ordinary share capital
of the Company (the "Placing").  The Placing, which has been underwritten by
Hoare Govett Limited ("Hoare Govett"), will be the subject of an accelerated
bookbuild.  Northgate intends to utilise the proceeds from the Placing to
continue to grow its business in the UK and Continental Europe.

Northgate is the leading commercial vehicle rental company in the UK with a
fleet of 45,700 vehicles.  It also operates a fleet of 13,500 vehicles in Spain
through its joint venture with Furgonetas de Alquiler SA ("Fualsa") in which it
has a 40 per cent equity interest.  Northgate has an option to acquire a further
40 per cent of the issued equity of Fualsa by 31 May 2004 together with the
final 20 per cent by 31 May 2006.

The Board believes that the excellent performance of the Fualsa business and its
considerable long term potential highlight the quality of this investment.  The
Board therefore considers it highly probable that Northgate will exercise its
option by 31 May 2004.  Based on the Board's current expectations of results for
Fualsa for the year ended 31 December 2003, the consideration to be paid in
exercising this option in respect of the first tranche of 40 per cent of
Fualsa's equity is likely to be the maximum under the terms of the purchase
contract of Euro22.3 million (approximately #15.4 million).  The Board further
expects that the purchase of this additional 40 per cent of Fualsa's equity
would be earnings enhancing for the year ending 30 April 2005.

The exercise of the option would obligate the Company to acquire the remaining
20 per cent of Fualsa's share capital prior to 31 May 2006.  The amount payable
for the final tranche of equity will represent the lower of the maximum payment
of Euro14.9 million (approximately #10.3 million) and a multiple of 8.5 times the
average profits after tax for calendar years 2004 and 2005.

The Placing Shares are proposed to be placed by Hoare Govett through an
accelerated bookbuilding process and will be made available to both new and
existing eligible institutional shareholders.  The Placing will be conducted in
accordance with the terms and conditions set out in the appendix to this
announcement.

The Placing is conditional on, inter alia, the admission of the Placing Shares
to the Official List of the UK Listing Authority ("the Official List") and to
trading on the London Stock Exchange's market for listed securities becoming
effective by 9.30 am on 19 January 2004 (or by such later time and date as Hoare
Govett and the Company may agree but not later than 8.30 am on 26 January 2004).
It is also conditional on the Placing Agreement made between the Company and
Hoare Govett not being terminated prior to such date.  Application will be made
to the UK Listing Authority for the admission of the Placing Shares to the
Official List and to the London Stock Exchange for the admission of the Placing
Shares to trading on the London Stock Exchange's market for listed securities.
It is expected that admission will become effective and dealings in the Placing
Shares on the London Stock Exchange will commence on 19 January 2004.

The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with Northgate's existing ordinary shares, including the
right to receive all dividends and other distributions declared, made or paid
after the date of issue, other than the interim dividend of 7.0 pence per share
in respect of the six months ended 31 October 2003 payable on 13 February 2004
to shareholders on the register at the close of business on 23 January 2004.

Commenting on today's announcement, Michael Waring, Northgate's Chairman, said:

"We strongly believe that there is considerable potential for further growth of
our business both in the UK and in Continental Europe and are therefore
effecting today's placing to position the Group with further funds to take
advantage of these opportunities.  Fualsa, our first venture in Continental
Europe, continues to perform strongly.  We have been pleased by the way the
business has, to date, interacted with our UK operations and look forward to
accruing further benefits following the exercise of our option prior to 31 May
2004.  We believe that the purchase of a further 40 per cent of Fualsa's equity
would be earnings enhancing for the year ending 30 April 2005".

Enquiries

Northgate plc

Steve Smith, Chief Executive Officer                              01325 467 558
Gerard Murray, Finance Director

Hoare Govett Limited

Corporate Broking
Andrew Chapman/Andrew Foster                                      020 7678 8000
Corporate Finance
Chris Fielding/Stephen Bowler                                     020 7678 8000
Syndicate
John MacGowan                                                     020 7678 1084


Hogarth Partnership Limited

Andrew Jacques                                                    020 7357 9477
Tom Leatherbarrow



NOTES TO EDITORS

Information on Northgate plc

Northgate rents light commercial vehicles to businesses from a network of hire
companies throughout the UK and the Republic of Ireland.  Northgate has a fleet
of around 45,700 units and operates from 71 rental sites.  Its NORFLEX flexible
fleet hire product gives businesses access to a flexible method to operate as
many commercial vehicles as they require.

Northgate announced its three year Strategy for Growth in July 2003 based on it
achieving the following targets by April 2006:

* Fleet size of 60,000 in the UK and 18,000 in Spain
* Network of 100 locations in the UK and 20 in Spain
* 100% ownership of Fualsa
* An established portfolio of non-rental products

The last four years' results to 30 April 2003 represent a 21% annual compound
growth in earnings per share.  Northgate is seeking to achieve double-digit
annual growth in earnings per share over the three year period through the
successful implementation of its new plan.

In the six months to 31 October 2003, Northgate made pre tax profits of #22.4
million (2002:#18.8 million) on turnover of #186.5 million (2002:#159.7
million).  Further details are set out in the announcement of Northgate's
interim results released today.

Further information regarding Northgate can be found on the Company's website:
http://www.northgateplc.com.

Information on Fualsa

Founded in 1981 and wholly privately owned prior to the acquisition by Northgate
of its current 40 per cent equity interest therein, Fualsa is one of the largest
van rental companies in Spain.

Fualsa rents light commercial vehicles and cars using 'Renting Abierto' (Open
Renting), flexible long-term hire arrangements similar to Northgate's 'Norflex'
product, principally to customers in the construction industry.  Its fleet size
at 31 October 2003 was around 13,500 vehicles, of which approximately two thirds
were vans.  Fualsa operates from headquarters in Madrid and further locations in
Barcelona, Seville, Valladolid, Valencia, Zaragoza, Malaga and Santander.

General

This press release is not an offer for sale of securities in or into the United
States, Canada, Japan, Australia or the Republic of Ireland or in any other
jurisdiction.  Any securities issued may not be offered or sold in or into the
United States, absent registration or an exemption from registration under the
US Securities Act of 1933, as amended ("Securities Act").

Hoare Govett is acting exclusively for Northgate in connection with the Placing
and no one else and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Hoare Govett nor for providing
advice in relation to the Placing or any transaction or arrangement referred to
herein.  Hoare Govett can be contacted at 250 Bishopsgate, London EC2M 4AA.

APPENDIX: IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY

Eligible Participants in the Bookbuilding Process

Members of the public are not eligible to take part in the Placing.  This
Appendix and the terms and conditions set out herein are directed only to
persons who (i) are outside the United Kingdom or (ii) have professional
experience in matters relating to investments falling within Article 19(1) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as
amended) (the "Order") or (iii) are persons falling within Article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations etc.") of the Order
or to whom it may otherwise lawfully be communicated (all such persons together
being referred to as "Relevant Persons").  This Appendix and the terms and
conditions set out herein must not be acted on or relied on by persons who are
not Relevant Persons.  Any investment or investment activity to which this
Appendix and the terms and conditions set out herein relates is available only
to Relevant Persons and will be engaged in only with Relevant Persons.  This
Appendix does not in itself constitute an offer for sale or subscription of any
securities in the Company.

Persons who choose to participate in the Placing ("Placees" or "Participants")
will be deemed to have read and understood this announcement in its entirety and
to be participating on the terms and conditions contained herein, and to be
providing the representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in this Appendix.

In particular, Participants represent, warrant and acknowledge that they:

1.  are a person whose ordinary activities involve them in acquiring, holding,
    managing or disposing of investments (as principal or agent) for the purpose 
    of their business and undertake that they will acquire, hold, manage or 
    dispose of any Placing Shares that are allocated to them for the purpose of 
    their business; and

2.  are outside the United States and are acquiring the Placing Shares in an
    offshore transaction (within the meaning of Regulation S under the 
    Securities Act).

This announcement (including this Appendix) does not constitute an offer to sell
or issue or the solicitation of an offer to buy or subscribe for ordinary shares
in the capital of the Company in the United States, or in any jurisdiction in
which such offer or solicitation is unlawful and the information contained
herein is not for publication or distribution to persons in the United States or
any jurisdiction in which such publication or distribution is unlawful.  Persons
receiving this announcement (including, without limitation, custodians, nominees
and trustees) must not distribute, mail or send it in, into or from the United
States, or use the United States mails, directly or indirectly, in connection
with the Placing, and so doing may invalidate any related purported application
for Placing Shares.  The Placing Shares have not been and will not be registered
under the Securities Act or under the securities laws of any state or other
jurisdiction of the United States, and, subject to certain exceptions from the
appropriate requirements of such jurisdiction, may not be offered or sold,
resold or delivered, directly or indirectly in or into the United States, or to,
or for the account or benefit of, US persons (as defined in Regulation S within
the meaning of the Securities Act).  No public offering of the Placing Shares is
being made in the United States.  The Placing Shares are being offered and sold
outside the United States in reliance on Regulation S.  Until the expiration of
40 days after the closing of the Placing, an offer or sale of the Placing Shares
sold in reliance upon Regulation S within the United States or to, or for the
account or benefit of, US persons may violate the registration requirements of
the Securities Act.

The distribution of this announcement and the Placing and/or issue of ordinary
shares in the capital of the Company in certain other jurisdictions may be
restricted by law.  No action has been taken by the Company or Hoare Govett that
would permit an offer of such ordinary shares or possession or distribution of
this announcement or any other offering or publicity material relating to such
ordinary shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Company and Hoare Govett to inform themselves about and to observe any such
restrictions.

Details of the Placing Agreement and the Placing Shares

Hoare Govett has entered into a placing agreement (the "Placing Agreement") with
the Company whereby Hoare Govett has, subject to the conditions set out therein,
agreed to use its reasonable endeavours as agent of the Company to procure
Placees for the Placing Shares and failing which to subscribe for such shares
itself.

The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with the existing issued ordinary shares of 5 pence each
in the capital of the Company, including the right to receive all dividends and
other distributions declared, made or paid in respect of such ordinary shares
after the date of issue of the Placing Shares, save for the interim dividend of
7.0 pence per share in respect of the six months ended 31 October 2003 payable
on 13 February 2004 to shareholders on the register at the close of business on
23 January 2004.

Application for listing and admission to trading

Application will be made to the UK Listing Authority (the "UKLA") for admission
of the Placing Shares to the official list of the UKLA (the "Official List") and
to the London Stock Exchange (the "London Stock Exchange") for admission to
trading of the Placing Shares on the London Stock Exchange's market for listed
securities (together "Admission").  It is expected that Admission will take
place and dealings in the Placing Shares will commence on 19 January 2004.

Bookbuilding process

Hoare Govett is conducting an accelerated bookbuilding process (the
"Bookbuilding Process") for participation in the Placing.  This appendix gives
details of the terms and conditions of the Bookbuilding Process.  In addition it
provides details of how eligible institutional investors can participate in the
Bookbuilding Process.  No commissions will be paid to Placees or by Placees in
respect of their agreement to subscribe for any Placing Shares.

How to participate in the Bookbuilding Process

An institution which is a Relevant Person and which wishes to participate in the
Bookbuilding Process should communicate its bid by telephone to its usual sales
contact at ABN AMRO Equities (UK) Limited or to John MacGowan at Hoare Govett
(020 7678 1084).  If successful, an allocation will be confirmed orally
following the close of the Bookbuilding Process, and a conditional contract note
will be dispatched as soon as possible thereafter.  Hoare Govett's oral
confirmation will constitute a legally binding commitment upon the Relevant
Person to subscribe for the number of Placing Shares allocated to that
institution at the placing price set out in the Pricing Announcement (as defined
below) and otherwise on the terms and conditions set out in this Appendix and in
accordance with the Company's Memorandum and Articles of Association.

Hoare Govett will make a further announcement following the close of the
Bookbuilding Process detailing the placing price at which the Placing Shares are
being placed (the "Pricing Announcement").

Principal terms of the Bookbuilding Process

1.  Hoare Govett is arranging the Placing as agent for the Company.



2.  Participation will only be available to Relevant Persons invited to
    participate by Hoare Govett and who communicate their wish to participate in 
    the Bookbuilding Process to Hoare Govett in accordance with paragraph 4 
    below and who are able to participate in accordance with the terms and 
    conditions set out herein.  Hoare Govett is entitled to enter bids as 
    principal in the Bookbuilding Process.

3.  The Bookbuilding Process will establish a single price (the "Placing Price") 
    payable by all Placees.  The Placing Price will be determined by Hoare
    Govett.

4.  An institution that wishes to participate in the Bookbuilding Process
    should communicate its bid by telephone to its usual sales contact at ABN 
    AMRO Equities (UK) Limited or to John MacGowan at Hoare Govett (020 7678 
    1084).  The bid should state the number of Placing Shares or monetary amount 
    which the institution wishes to subscribe for at either the Placing Price 
    which will be ultimately established by Hoare Govett or at prices up to a 
    maximum price limit specified in the bid.

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

6.  Hoare Govett reserves the right not to accept bids or to accept bids in part 
    rather than in whole.  The acceptance of bids shall be at Hoare Govett's
    absolute discretion.

7.  The Bookbuilding Process will close no later than 4.30 pm (London time) on 
    14 January 2004, but may be closed earlier at the sole discretion of Hoare
    Govett.  Hoare Govett may, at its sole discretion, accept bids that are 
    received after the Bookbuilding Process has closed.

Conditions of the Placing

The Placing is conditional on the Placing Agreement becoming unconditional in
all respects and not being terminated in accordance with its terms.  The Placing
Agreement is conditional, inter alia, upon:

(i) none of the warranties, given by the Company in the Placing Agreement,
    being untrue or inaccurate or misleading in each case in any material 
    respect as at 14 January 2004 or becoming untrue or inaccurate or misleading 
    in each case in any material respect at any time between 14 January 2004 and 
    Admission by reference to the facts and circumstances from time to time 
    subsisting; and

(ii)Admission taking place by not later than 9.30 am on 19 January 2004.

Hoare Govett reserves the right to waive or to extend the time and/or date for
fulfilment of the conditions in the Placing Agreement. Any such extension or
waiver will not affect Placees' commitments.  Neither Hoare Govett nor the
Company shall have any liability to any Placee (or to any other person whether
acting for or on behalf of a Placee or otherwise) in respect of any decision it
may make as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition in the Placing Agreement.

If any Condition is not satisfied in all respects or (where applicable) waived,
in whole or in part, by Hoare Govett or becomes incapable of being satisfied
(and is not so waived) by the required time, the Company shall promptly make a
public announcement through a Regulatory Information Service to that effect.

If (a) any of the conditions above are not satisfied (or, where relevant,
waived) or (b) the Placing Agreement is terminated or (c) the Placing Agreement
does not otherwise become unconditional in all respects, the Placing will lapse
and Placees' rights and obligations hereunder shall cease and determine at such
time and no claim shall be made by Placees in respect thereof.

Each Participant in the Bookbuilding Process agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
will not be capable of rescission or termination by it.

Right to terminate under the Placing Agreement

Hoare Govett is entitled in its absolute discretion by notice in writing to the
Company to terminate its obligations under the Placing Agreement if prior to
Admission there shall occur any adverse change in national or international
financial, industrial, economic, political, military, or market conditions
which, in the reasonable opinion of Hoare Govett arrived at in good faith after
such consultation with the Company as shall in the circumstances be practicable,
is of such magnitude or severity:

(a)  as to be likely to materially and adversely affect the financial position 
     of the business or the prospects of the Northgate Group taken as a whole; 
     or

(b)  render the Placing or a creation of a market in the Placing Shares 
     temporarily or permanently impracticable or inadvisable; or

(c)  has the consequence that Hoare Govett or the Placees ought not be required 
     to subscribe or procure subscribers for the Placing Shares.

Each Participant in the Bookbuilding Process agrees with Hoare Govett that the
exercise by Hoare Govett of any right of termination or other right or
discretion under the Placing Agreement shall be at the absolute discretion of
Hoare Govett and that Hoare Govett need make no reference to Participants and
shall have no liability to Participants whatsoever in connection therewith.

No prospectus

No prospectus or listing particulars has been or will be submitted to be
approved by the UKLA or filed with the Registrar of Companies in England and
Wales in relation to the Placing Shares and the Placees' commitments will be
made solely on the basis of the information contained in this announcement and
the interim statement in respect of the six months ended 31 October 2003, the
audited accounts of the Company for the year ended 30 April 2003 and any
information publicly announced to a Regulatory Information Service by or on
behalf of the Company prior to the date of this announcement.  Each Placee,
agrees and confirms that it has neither received nor relied on any other
information, representation, warranty or statement made by or on behalf of Hoare
Govett or the Company and neither the Company nor Hoare Govett will be liable
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement.  Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial and trading position of the Company in accepting a participation in
the Placing.  Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.

Registration and settlement

ABN AMRO Equities (UK) Limited is acting as settlement and execution agent on
behalf of Hoare Govett.

Settlement of transactions in the Placing Shares (ISIN: GB0034084524) following
Admission will take place in uncertificated form against payment within the
CREST system (subject to certain exceptions) via CREST Participant 590.  Hoare
Govett reserves the right to require settlement for and delivery of the Placing
Shares to Placees by such other means as it deems appropriate if delivery or
settlement is not possible within the CREST system within the timetable set out
in this announcement or if it would not be consistent with the regulatory
requirements in the Placee's jurisdiction.

Placees will be sent a conditional contract note which shall state the number of
Placing Shares acquired by such Placee at the Placing Price.

Settlement is expected to be on 19 January 2004.

Interest is chargeable and will accrue daily on all amounts due from the Placees
to the extent that value is received after the due date at the rate of 5
percentage points above prevailing LIBOR.

In the event that a Participant does not comply with its settlement obligations,
Hoare Govett may sell the Placing Shares allocated to such Participant and
retain the sale proceeds (net of any expenses of sale in relation to such
Placing Shares).  Such Participant will, however, remain liable for any
shortfall between the net proceeds of such sale and the Placing Price in respect
of such Placing Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon the
sale of such Participant's Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, each
Participant opting to have its Placing Shares so delivered should ensure that
the conditional contract note is copied and delivered immediately to the
relevant person within that organisation.

Insofar as Placing Shares are registered in the Participant's name or that of
such Participant's nominee or in the name of any person for whom such
Participant is contracting as agent or that of a nominee for such person, such
Placing Shares will, subject as provided below, be so registered free from any
liability to UK stamp duty or stamp duty reserve tax.  No Participant will be
entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By participating in the Bookbuilding Process each Placee represents, warrants
and acknowledges that:

1.   it has read this announcement;

2.   the only information upon which it has relied in committing  to acquire the
     Placing Shares is that contained in this announcement and the announcement 
     of Northgate's interim results for the six months ended 31 October 2003, 
     the audited accounts of the Company for the year ended 30 April 2003 and 
     any information publicly announced to a Regulatory Information Service by 
     or on behalf of the Company prior to the date of this announcement and 
     confirms that it has neither received nor relied on any other information, 
     representation, warranty or statement made by or on behalf of the Company 
     or Hoare Govett;



3.   the issue to it of Placing Shares will not give rise to a liability under 
     any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository 
     receipts and clearance services);

4.   it is entitled to acquire Placing Shares under the laws of all relevant 
     jurisdictions which apply to it and that it has fully observed such
     laws and obtained all governmental and other consents which may be required 
     in connection with a participation in the Placing and complied with all 
     necessary formalities;

5.   it is not a resident of Canada, Japan, Australia or the Republic of Ireland 
     and it is located outside the United States (within the meaning of 
     Regulation S), is not a "US person" (as defined in Regulation S) and
     is not purchasing any Placing Shares for the account or benefit of such a 
     US person;

6.   the Placing Shares have not been and will not be registered under the 
     Securities Act, or under the securities laws of any state of the United 
     States, and are being offered and sold on behalf of the Company only 
     outside the United States in accordance with Rule 903 of Regulation S under 
     the Securities Act ("Regulation S");

7.   the Placing Shares have not been and will not be registered under the 
     securities legislation of Canada, Japan, Australia or the Republic of
     Ireland  and, subject to certain exceptions, may not be offered, sold, 
     taken up, renounced or delivered or transferred, directly or indirectly, 
     within Canada, Japan, Australia or the Republic of Ireland;

8.   it has complied with its obligations in connection with money laundering 
     under the Criminal Justice Act 1993, the Money Laundering Regulations
     1993 and 2001 (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;

9.   it falls within paragraph 3(a) of Schedule 11 to the Financial Services and 
     Markets Act 2000 ("FSMA"), being a person whose ordinary activities involve 
     it in acquiring, holding, managing or disposing of investments (as
     principal or agent) for the purposes of its business, and is otherwise a
     Relevant Person as defined in this Appendix;

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

11.  it has all necessary capacity and has obtained all necessary consents and 
     authorities to enable it to commit to this participation and to perform its 
     obligations in relation thereto (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);

12.  it will subscribe and pay for the Placing Shares acquired by it in 
     accordance with this announcement on the due time and date set out herein,
     and acknowledges that should it fail to do so, the relevant Placing Shares 
     may be sold at such price as Hoare Govett determines, and that it will 
     remain liable for any shortfall between the net proceeds of such sale and 
     the placing proceeds of such Placing Shares;

13.  participation in the Placing is on the basis that it is not and will not be 
     a client of Hoare Govett and that Hoare Govett does not have duties or 
     responsibilities to it for providing the protections afforded to their
     clients or for providing advice in relation to the Placing;

     
14.  it undertakes that the person who it specifies for registration as holder 
     of the Placing Shares will be (i) the Placee or (ii) a nominee of the
     Placee, as the case may be.  Neither Hoare Govett nor the Company will be
     responsible for any liability to stamp duty or stamp duty reserve tax 
     resulting from a failure to observe this requirement.  Each Placee and any 
     person acting on behalf of the Placee agrees to subscribe on the basis that 
     the Placing Shares will be allocated to the CREST stock account of Hoare 
     Govett who will hold the Placing Shares as nominee on behalf of the Placee 
     until settlement in accordance with its standing settlement instructions; 
     and

15.  it acknowledges that any agreements entered into by the Placee pursuant to 
     this announcement shall be governed by and construed in accordance with the 
     laws of England and it hereby irrevocably submits (on behalf of itself and 
     on behalf of any Placee on whose behalf it is acting) to the jurisdiction 
     of the English courts as regards any claim, dispute or matter arising out 
     of any such agreement.

The Company and Hoare Govett will rely upon the truth and accuracy of the
foregoing representations, warranties and acknowledgements.  The Company and
Hoare Govett reserve the right to waive any of the foregoing representations and
warranties in individual circumstances as they deem appropriate and in
accordance with applicable law.

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

- ENDS -


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