Acquisition by Baltimore plc

RNS Number:0774X
Acquisitor Holdings Ltd
18 January 2006

                                                                 18 January 2006

 Not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, Japan, Australia, the Republic of South Africa or the
                              Republic of Ireland

     BALTIMORE PLC, ACQUISITOR HOLDINGS LTD. AND NEW YORK HOLDINGS LIMITED
PROPOSED ACQUISITIONS BY BALTIMORE PLC OF ACQUISITOR HOLDINGS LTD. AND NEW YORK
HOLDINGS LIMITED AND ADMISSION OF BALTIMORE'S ORDINARY SHARES TO TRADING ON AIM

Highlights

   *Acquisitions of Acquisitor and New York Holdings create major new AIM
    listed investment entity

   *Admission to AIM of enlarged issued share capital creates liquidity for
    over 17,000 Baltimore shareholders

   *Acquisition of Acquisitor on the basis of 1.89 New Baltimore Ordinary
    Shares for each Acquisitor Share

   *Acquisition of New York Holdings on the basis of 1 New Baltimore Ordinary
    Share for every 2 New York Holdings Shares

   *At 22p per Baltimore Ordinary Share, enlarged share capital valued at
    approximately #33.8 million

David Buchler, Chairman of Baltimore, commented: "The combination of Baltimore,
Acquisitor and New York Holdings creates a potent AIM company with pro forma net
assets of almost #32 million and fulfills our promise to Baltimore shareholders
to relist the company at the earliest opportunity. We have a management team
with a wealth of experience in private and public company investment and look
forward to reporting their success in generating substantial returns for
shareholders."

Enquiries:

Baltimore plc
David Buchler, Chairman                                       Tel: [phone]
Tim Lovell, CEO                                               Tel: [phone]

Bishopsgate Communications Ltd.                               Tel: [phone]
Maxine Barnes                                              Mobile: [phone]
Dominic Barretto                                           Mobile: [phone]

Seymour Pierce                                                Tel: [phone]
Jonathan Wright

Seymour Pierce, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Baltimore and for no one
else in connection with the Acquisitions and Admission and will not be
responsible to anyone other than Baltimore for providing the protections
afforded to clients of Seymour Pierce, or for providing advice in relation to
the Acquisitions or Admission or any other matters referred to in this
Announcement.

Ardent, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for New York Holdings and for no one
else in connection with the Acquisition of New York Holdings and will not be
responsible to anyone other than New York Holdings for providing the protections
afforded to clients of Ardent, or for providing advice in relation to the
Acquisition of New York Holdings or any other matters referred to in this
document.

The Baltimore Ordinary Shares have not been, and will not be, registered under
the United States Securities Act of 1933 (the "Securities Act"), or the
securities laws of any other United States jurisdiction or of any province or
territory of Australia, Canada, Japan, the Republic of Ireland or the Republic
of South Africa. Subject to certain exceptions, the Baltimore Ordinary Shares
may not, directly or indirectly, be offered, sold, taken up or delivered in,
into or from the United States, Canada, Australia, Japan, the Republic of
Ireland or the Republic of South Africa or to or for the account or benefit of
any national, resident or citizen of the United States, or any person resident
in Australia, Canada, Japan, the Republic of Ireland or the Republic of South
Africa. This Announcement does not constitute an offer to sell or a solicitation
of an offer to purchase or subscribe for Baltimore Ordinary Shares in any
jurisdiction in which such offer or solicitation is unlawful or would impose any
unfulfilled registration, publication or approval requirements on Baltimore,
Baltimore Guernsey, New York Holdings, a broker, dealer, Ardent or Seymour
Pierce (or any of their respective affiliates).

The distribution of this Announcement in jurisdictions outside the United
Kingdom, Channel Islands and the Isle of Man may be restricted by law and
therefore persons into whose possession this document comes should inform
themselves about or observe such restrictions. Any failure to comply with these
restrictions may constitute a violation of securities laws of any such
jurisdictions.

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Baltimore or of New York Holdings, all "dealings" in
any "relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30pm (London time) on the Business Day
following the date of the relevant transaction. This requirement will continue
until the date on which the New York Holdings Amalgamation becomes effective or
any condition of the New York Holdings Amalgamation fails to be satisfied or
waived. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Baltimore or of New York Holdings, they will be deemed to be a
single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Baltimore or of New York Holdings, by Baltimore or New York
Holdings, or by any of their respective "associates", must be disclosed by no
later than 12.00 noon (London time) on the Business Day following the date of
the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.

                                                                 18 January 2006

 Not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, Japan, Australia, the Republic of South Africa or the
                              Republic of Ireland

     Baltimore plc, Acquisitor Holdings Ltd. and New York Holdings Limited
Proposed acquisitions by Baltimore plc of Acquisitor Holdings Ltd. and New York
Holdings Limited and admission of Baltimore's ordinary shares to trading on AIM

1.                  Introduction

It is announced today that the Board of Baltimore has conditionally agreed on
(i) the terms of a proposed acquisition by Baltimore of Acquisitor on the basis
of 1.89 New Baltimore Ordinary Shares (equivalent to 0.0189 Baltimore Ordinary
Shares prior to the sub-division which Baltimore is proposing) for each
Acquisitor Share and (ii) the terms of a proposed acquisition by Baltimore of
New York Holdings on the basis of one New Ordinary Share (equivalent to 0.01
Baltimore Ordinary Shares prior to the sub-division which Baltimore is
proposing) for every two New York Holdings Shares (with a cash alternative of 8p
per New York Holdings Share).

Each of the Acquisitions is conditional, amongst other matters, upon shareholder
approval at a general meeting of each of Baltimore, Acquisitor and New York
Holdings and on the London Stock Exchange agreeing to admit the entire issued
and to be issued share capital of Baltimore to trading on AIM. Application will
therefore be made for all the Baltimore Ordinary Shares in issue following
completion of the Acquisitions to be admitted to AIM.

It is also proposed, conditionally on Admission, that each Baltimore Ordinary
Share will be sub-divided into 100 Baltimore Ordinary Shares of 1.25 pence each
in the capital of Baltimore in accordance with certain resolutions to be put to
Baltimore Shareholders at an Extraordinary General Meeting which will be
convened for Thursday 16 February 2006. The share consideration to be offered by
Baltimore for Acquisitor and New York Holdings reflects this proposed
sub-division.

In addition, it is proposed that Mr John Radziwill, the Chairman of both
Acquisitor and New York Holdings, be appointed as a director of Baltimore with
effect from Admission.

2.                  Acquisition of Acquisitor

Terms of the Acquisition

The acquisition of Acquisitor is to be implemented by way of an amalgamation of
Acquisitor with Baltimore Bermuda (a wholly-owned subsidiary of Baltimore)
pursuant to the provisions of the Bermuda Companies Act. Under those provisions,
Acquisitor and Baltimore Bermuda will amalgamate such that the amalgamated
company will, by operation of law, succeed to all property, rights, powers and
privileges, and will become liable for all debts, liabilities and obligations,
of Acquisitor and Baltimore Bermuda existing at the Acquisitor Effective Date.
On the Acquisitor Effective Date, all Acquisitor Shares will be cancelled and
Acquisitor will cease to exist as a separate entity under Bermuda law. By way of
consideration for the cancellation of the Acquisitor Shares pursuant to the
Acquisitor Amalgamation, Baltimore will, save as described below, issue to
Qualifying Acquisitor Shareholders New Baltimore Ordinary Shares, credited as
fully paid, on the following basis:

          1.89 New Baltimore Ordinary Shares for each Acquisitor Share

On the basis of a valuation by Seymour Pierce at not less than 22p per New
Baltimore Ordinary Share, the Acquisition of Acquisitor values the existing
issued share capital of Acquisitor at not less than approximately #20.4 million,
equivalent to 41.6p per Acquisitor Share, which represents a premium of at least
24 per cent. over 33.5p, the closing mid price for Acquisitor Shares, as derived
from the AIM Appendix to the London Stock Exchange Daily Official List, on 17
January 2006, the last Business Day prior to the date of this Announcement.

The New Baltimore Ordinary Shares will be issued free from all liens, charges,
equitable interests, encumbrances and other third party rights and/or interests
of any nature whatsoever and with all rights attaching thereto. The New
Baltimore Ordinary Shares will be issued credited as fully paid and will rank in
full for all dividends and other distributions made or paid after the date of
their allotment and otherwise pari passu in all respects with the existing
Baltimore Ordinary Shares.

Fractional entitlements to New Baltimore Ordinary Shares arising pursuant to the
Acquisitor Amalgamation will be disregarded and will not be allotted.

New York Holdings holds 556,000 Acquisitor Shares (representing approximately
1.13 per cent.) of the entire issued share capital of Acquisitor). By virtue of
section 23 of the Companies Act, it would not be possible for Baltimore Guernsey
(which will be the amalgamated company under the New York Holdings Amalgamation)
to receive New Baltimore Ordinary Shares under the terms of the Acquisitor
Amalgamation in respect of the Acquisitor Shares held by it as Baltimore would,
at that time, be its holding company. Accordingly, it is proposed that the
Acquisitor Shares held by New York Holdings will be converted into a new class
of B ordinary shares of Acquisitor (pursuant to a resolution to be put to the
Acquisitor SGM) following which Baltimore Guernsey will receive 33.5 pence in
cash (being the closing mid market price of an Acquisitor Share on 17 January
2006) instead of New Baltimore Ordinary Shares as consideration for the
cancellation of each such Acquisitor B ordinary share under the terms of the
Acquisitor Amalgamation.

Full details of the terms of the Acquisition of Acquisitor will be set out in
the Acquisitor Amalgamation Proposal Document which will be sent to Acquisitor
Shareholders on or around 18 January 2006. The conditions to the Acquisitor
Amalgamation are set out in full in Appendix 1 to this Announcement.

Irrevocable undertakings in relation to the acquisition of Acquisitor

Baltimore has received irrevocable undertakings to approve the Acquisitor
Amalgamation, by voting in favour of the Acquisitor Amalgamation Resolution at
the Acquisitor SGM, from all of the Acquisitor Directors (and their connected
persons) in respect of all the Acquisitor Shares of which they are beneficial
owners (comprising, in aggregate, 375,000 Acquisitor Shares and representing
approximately 0.76 per cent. of Acquisitor's existing issued share capital).

Baltimore has also received irrevocable undertakings to approve the Acquisitor
Amalgamation from certain other Acquisitor Shareholders in respect of, in
aggregate, 24,080,250 Acquisitor Shares (representing approximately 49.06 per
cent. of Acquisitor's existing issued share capital).

The following is a summary of those irrevocable undertakings:

Identity of Acquisitor Shareholder             Number of Acquisitor Shares which
                                              are the subject of the irrevocable
                                                                     undertaking
Mr John Radziwill                                                        137,500
Mr Duncan Soukup                                                         237,500
Mr Peter Melhado                                                         900,000
Axia Investments SA                                                    3,594,000
SVM Global Fund plc                                                   10,148,750
Talisman Special Purpose Fund                                          4,687,500
KBC Peel Hunt Ltd.                                                     4,750,000

All of the above irrevocable undertakings require the signatory thereto to vote
in favour of the Acquisitor Amalgamation Resolution even in the event of a
higher competing offer being made by a third party for the share capital of
Acquisitor and will cease to be binding in the event that the Acquisitor
Amalgamation Proposal ceases to be capable of becoming effective.

Accordingly, Baltimore has received irrevocable undertakings to vote in favour
of the Acquisitor Amalgamation Resolution in respect of, in aggregate,
24,455,250 Acquisitor Shares representing approximately 49.82 per cent. of
Acquisitor's existing issued share capital.

Conflicts of interest

Mr John Radziwill is currently the Chairman of Acquisitor and it is proposed
that he be appointed as a director of Baltimore with effect from Admission. Mr
Duncan Soukup, a director of Acquisitor, is also Non-Executive Deputy Chairman
of Baltimore and Managing Director of New York Holdings. Mr Timothy Lovell, a
director of Acquisitor, is also Chief Executive Officer of Baltimore.
Notwithstanding these interests, they are not precluded from participating in
any recommendation of the Acquisitor Amalgamation to Acquisitor Shareholders.

Recommendation

The directors of Acquisitor consider the terms of the Acquisitor Amalgamation to
be fair and reasonable. Accordingly the board of Acquisitor will unanimously
recommend that Acquisitor Shareholders vote in favour of the Acquisitor
Amalgamation Resolution as the directors have irrevocably undertaken to do in
respect of all the Acquisitor Shares of which they are beneficial owners
(comprising, in aggregate, 375,000 Acquisitor Shares, representing approximately
0.76 per cent. of the existing issued share capital of Acquisitor).

3.                  Acquisition of New York Holdings

Terms of the Acquisition

The acquisition of New York Holdings is to be implemented by way of an
amalgamation of New York Holdings with Baltimore Guernsey (a wholly-owned
subsidiary of Baltimore) pursuant to the provisions of the Ordinance. Under
those provisions, New York Holdings and Baltimore Guernsey will amalgamate such
that Baltimore Guernsey will, by operation of law, succeed to all property,
rights, powers and privileges, and will become liable for all debts, liabilities
and obligations, of New York Holdings existing at the New York Holdings
Effective Date. On the New York Holdings Effective Date, all New York Holdings
Shares will be cancelled, New York Holdings will cease to exist as a separate
entity under Guernsey law and will be deleted from the Guernsey Register of
Companies. Thereafter, Baltimore Guernsey will be the amalgamated company for
the purposes of the Ordinance. By way of consideration for the cancellation of
the New York Holdings Shares pursuant to the New York Holdings Amalgamation,
Baltimore will, subject to the provisions set out below, issue to Qualifying New
York Holdings Shareholders New Baltimore Ordinary Shares, credited as fully
paid, on the following basis:

   for every two New York Holdings Shares - one New Baltimore Ordinary Share

On the basis of a valuation by Seymour Pierce at not less than 22p per New
Baltimore Ordinary Share, the Acquisition of New York Holdings values the
existing issued share capital of New York Holdings at not less than
approximately #7.6m million, equivalent to 11p per NYH Share, which represents a
premium of at least 193 per cent. over 3.75p, the closing mid price for New York
Holdings Shares, as derived from the OFEX website on 17 January 2006, the last
Business Day prior to the date of this Announcement.

The New Baltimore Ordinary Shares will be issued free from all liens, charges,
equitable interests, encumbrances and other third party rights and/or interests
of any nature whatsoever and with all rights attaching thereto. The New
Baltimore Ordinary Shares will be issued credited as fully paid and will rank in
full for all dividends and other distributions made or paid after the date of
their allotment and otherwise pari passu in all respects with the Existing
Baltimore Ordinary Shares.

Fractional entitlements to New Ordinary Shares arising pursuant to the New York
Holdings Amalgamation will be disregarded and will not be allotted.

Cash Alternative

New York Holdings Shareholders may also elect to receive cash instead of all or
part of the share consideration to which they would otherwise be entitled under
the basic terms of the Acquisition of New York Holdings, on the following basis:

                 for each New York Holdings Share - 8p in cash

The Cash Alternative values the existing issued share capital of New York
Holdings at approximately #5.6 million, which represents a premium of 113 per
cent. over 3.75p, the closing mid price for New York Holdings Shares, as derived
from the OFEX website on 17 January 2006, the last Business Day prior to the
date of this Announcement.

The Cash Alternative will be paid from the existing cash resources of Baltimore.
Seymour Pierce is satisfied that the necessary financial resources are available
to Baltimore to enable it to satisfy acceptance of the Cash Alternative in full.

Full details of the terms of the Acquisition of New York Holdings will be set
out in the New York Holdings Amalgamation Proposal Document which will be sent
to New York Holdings Shareholders on or around 18 January 2006. The conditions
to the New York Holdings Amalgamation are set out in full in Appendix II to this
Announcement.

Irrevocable undertakings in relation to the Acquisition of New York Holdings

Baltimore has received irrevocable undertakings to approve the New York Holdings
Amalgamation, by voting in favour of the New York Holdings Amalgamation
Resolution at the New York Holdings EGM, from all of the New York Holdings
Directors (and their connected persons) in respect of all the New York Holdings
Shares of which they are beneficial owners (comprising, in aggregate, 53,997,184
New York Holdings Shares and representing approximately 78 per cent. of New York
Holdings's existing issued share capital). The terms of these irrevocable
undertakings contain undertakings from the Directors and their connected persons
regarding their election to participate, or not, in the Cash Alternative.

Baltimore has also received irrevocable undertakings to approve the New York
Holdings Amalgamation from certain other New York Holdings shareholders in
respect of, in aggregate, 6,324,449 New York Holdings Shares (representing
approximately 9 per cent. of New York Holdings' existing issued share capital).

The following table is a summary of those irrevocable undertakings:

Identity of   Number of New York Holdings Shares    Number of New York Holdings
New York      which are the subject of the          Shares for which the New 
Holdings      irrevocable undertaking               York Holdings Shareholder 
Shareholder                                         has undertaken to elect to           
                                                    receive the Cash Alternative

Mr Radziwill                                  895                          895

Mr Soukup                               5,396,508                            0

Alpers Corporation                    27,936,339*                    5,006,207

Humble Trading Limited                16,995,089*                   16,995,089

Lionheart USA
Micro-Cap Value LP                     1,646,955*                            0                              

USA Micro-Cap                          2,021,398*                            0
Company Limited 
                               
Mr Matthew Shepphard                   6,324,449                    6,324,449
                            

Note:

* As disclosed in paragraph 8 below, Mr Radziwill and Mr Soukup are also
indirectly interested in these New York Holdings Shares.

All of the above irrevocable undertakings require the signatories thereto to
vote in favour of the New York Holdings Amalgamation Resolution even in the
event of a higher competing offer being made by a third party for New York
Holdings and will cease to be binding in the event that the New York Holdings
Amalgamation Proposal ceases to be capable of becoming effective.

Accordingly, Baltimore has received irrevocable undertakings to vote in favour
of the New York Holdings Amalgamation Resolution in respect of, in aggregate,
60,321,633 New York Holdings Shares representing approximately 87 per cent. of
New York Holdings's existing issued share capital.

Mr Soukup and Mr Radziwill will be issued 500,000 and 150,000 New York Holdings
Shares respectively prior to the New York Holdings Effective Date upon exercise
of their existing New York Holdings Share Options. The undertaking which Mr
Soukup has provided to vote in favour of the New York Holdings Amalgamation
Proposal and not to elect to participate in the Cash Alternative also applies to
these shares. Similarly, the undertaking Mr Radziwill has provided to vote in
favour of the New York Holdings Amalgamation Proposal and to elect to
participate in the Cash Alternative applies to these shares.

Advice from Ardent Advisors Limited

The New York Holdings Directors are Mr John Radziwill and Mr Duncan Soukup. It
is proposed that Mr Radziwill be appointed a director of Baltimore with effect
from Admission. Mr Soukup is currently Non-Executive Deputy Chairman of
Baltimore and also a director of Acquisitor.

In view of their involvement with Baltimore, neither Mr Radziwill nor Mr Soukup
is considered to be independent for the purposes of the City Code and,
accordingly, each of them is precluded from providing any advice or
recommendation to New York Holdings Shareholders in relation to the Acquisition
of New York Holdings. However, the directors of New York Holdings have received
an opinion from Ardent Advisors Limited stating that the terms of the New York
Holdings Amalgamation Proposal are fair and reasonable to New York Holdings
Shareholders.

4.                  Conditions to the Acquisitions

The Acquisitions are conditional, amongst other matters, on (i) the passing of
the Acquisitor Amalgamation Resolution at the Acquisitor SGM, (ii) the passing
of the New York Holdings Amalgamation Resolution at the New York Holdings EGM,
(iii) the passing of the Resolutions at the Baltimore EGM, and (iv) the London
Stock Exchange agreeing to admit the entire issued and to be issued share
capital of Baltimore to trading on AIM, subject only to the allotment of such
shares and the Amalgamations becoming effective. The Acquisitor Amalgamation is
also conditional upon the New York Holdings Amalgamation becoming wholly
unconditional, save for certain specified matters. Similarly, the New York
Holdings Amalgamation is conditional upon the Acquisitor Amalgamation becoming
wholly unconditional, save for certain specified matters.

The conditions to the Acquisitions are set out in full in Appendix I and
Appendix II to this Announcement.

It is expected that the Acquisitor Amalgamation and the New York Holdings
Amalgamation will each become effective at or around 8.00 a.m. on 27 February
2006 and that Admission will become effective at that time.

5.                  Baltimore irrevocable undertakings

Baltimore has received irrevocable undertakings to vote in favour of the
Resolutions which are to be put to Shareholders at the Baltimore EGM in respect
of, in aggregate, 126,177 Baltimore Ordinary Shares, representing approximately
28 per cent. of the Existing Issued Share Capital.

6.                  Reasons for the Acquisitions

Since the cancellation Baltimore's listing, the Board of Baltimore has continued
to review whether it would be appropriate at any time for Baltimore to seek a
new listing either on the Official List or on AIM. The Board now believes that
Baltimore is in a position where the listing of its ordinary shares on a market
in the UK, in conjunction with the Acquisitions, is in the interests of
Shareholders, both from the perspective of creating additional liquidity in its
ordinary shares and the generation of further shareholder value.

The Board believes that the Acquisitions will create a group of sufficient size
and resources to justify seeking admission of Baltimore's ordinary shares to
AIM. Since the majority of Baltimore's current net asset value is represented by
cash, the Board has been considering for some time the best way to generate
returns for shareholders in utilising that cash. The Board believes that the
combination of all three of Baltimore, Acquisitor and New York Holdings will
enable the shareholders of each company to benefit from the combined management
expertise of the three companies.

7.                  The Board

The Board of Baltimore will upon Admission be as follows:

Mr David Buchler (Non-Executive Chairman)
Mr Duncan Soukup (Non-Executive Deputy Chairman)
Mr Timothy Lovell (Chief Executive Officer)
Mr Christopher Wallis (Finance Director)
Mr George Wardale (Non-Executive Director)
Mr John Radziwill (Non-Executive Director)

8.                  Baltimore results to 30 June 2005

In the six months ended 30 June 2005, Baltimore generated an operating loss of
#1.181 million (2004: loss of #8.181 million) on turnover of #nil (2004:
#902,000) and had net assets at 30 June 2005 of #15.995 million (30 June 2004:
#16.502 million).

9.                  Cancellation of trading

If the Acquisitor Amalgamation and the New York Holdings Amalgamation became
effective, Acquisitor Shares will cease to be traded on AIM and New York
Holdings Shares will cease to be traded on OFEX.

10.             Disclosure of interests in Acquisitor and New York Holdings
securities

Acquisitor securities

As at the close of business on 17 January 2006 (the latest practicable date
prior to the date of this Announcement), Baltimore was party to a contract for
differences with KBC Peel Hunt Limited relating to 4,750,000 Acquisitor Shares.
Baltimore intends to close out this contract prior to the Acquisitor Effective
Date. Baltimore is aware that KBC Peel Hunt Limited has hedged its position in
relation to the contract for differences by acquiring 4,750,000 shares in
Acquisitor.

As at close of business on 17 January 2006 (the latest practicable date prior to
the date of this Announcement), the interests in relevant securities of
Acquisitor of the Directors of Baltimore and the Proposed Baltimore Director and
the members of their respective immediate families, related trusts and connected
persons were as follows:

Name                                                                   Number of
                                                                      Acquisitor
                                                                        Shares
Mr David Buchler                                                       450,000
Mr Duncan Soukup                                                       237,500
Mr Timothy Lovell                                                          Nil
Mr Christopher Wallis                                                   20,000
Mr George Wardale                                                       30,000
Mr John Radziwill                                                      137,500

Notes:

1. Mr Radziwill and Mr Soukup also have an interest in 556,000 Acquisitor Shares
held by New York Holdings by virtue of their directorships and interests in New
York Holdings.

2. Mr Radziwill and Mr Soukup also have an interest in 8,599,990 Acquisitor
Shares by virtue of their advisory roles in US Micro-Cap Company Limited and
Lionheart USA Micro-Cap Value LP.

New York Holdings securities

As at close of business on 17 January 2006 (the latest practicable date prior to
the date of this Announcement), the interests in New York Holdings Shares of the
Directors of Baltimore and the Proposed Baltimore Director and the members of
their respective immediate families, related trusts and connected persons were
as follows:

Name                                                               Number of New
                                                                   York Holdings
                                                                        Shares
Mr John Radziwill                                                   44,932,323
Mr Duncan Soukup                                                     5,396,508

Notes:

1. Mr Soukup also has an interest in 22,930,132 New York Holdings Shares held by
Alpers Corporation as a contingent beneficiary of its owners, the Lionheart
Trust, which does not vest until the death of Mr Radziwill.

2. 16,995,089 of the New York Holdings Shares in which Mr Radziwill has an
interest are held through Humble Trading Limited, incorporated in Jersey and
owned by the Eric Trust, which is a discretionary irrevocable trust for the
benefit of Mr Radziwill and members of his family.

3. Mr Soukup and Mr Radziwill are also both interested in the same 1,646,955 New
York Holdings Shares held by Lionheart USA Micro-Cap Value LP, a fund advised by
Lionheart Group, Inc (a subsidiary of New York Holdings) and/or its affiliates
pursuant to its discretionary advisory arrangements on behalf of clients
including Mr Soukup and Mr Radziwill.

4. Mr Soukup and Mr Radziwill are also both interested in the same 2,021,398 New
York Holdings Shares held by USA Micro-Cap Company Limited, a fund advised by
Lionheart Group, Inc. and/or its affiliates pursuant to its discretionary
advisory agreement on behalf of clients including Mr Soukup and Mr Radziwill.

As at the close of business on 17 January 2006 (the latest practicable date
prior to the date of this Announcement), the interests in options over New York
Holdings Shares of the Directors of Baltimore and the Proposed Baltimore
Director and the members of their respective immediate families, related trusts
and connected persons were as follows:

Name                                                               Number of New
                                                                   York Holdings
                                                                        Shares
Mr John Radziwill                                                     150,000*
Mr Duncan Soukup                                                      500,000*
Mr Timothy Lovell                                                   2,125,000**

Notes:

* Mr Radziwill and Mr Soukup have agreed to exercise these options prior to
Admission.

** Mr Lovell is interested in these options through Bluevale Consulting Limited,
a company wholly-owned by him. Bluevale Consulting Limited has conditionally
agreed to the cancellation of the 2,125,000 options over New York Holdings
Shares it holds with effect from Admission.

Save as disclosed above, neither Baltimore nor, so far as the Directors of
Baltimore are aware, any person acting in concert with Baltimore, is interested
in, directly or indirectly, nor does it have any short positions (whether
conditional or absolute and whether in the money or otherwise) in relation to
relevant securities of Acquisitor or New York Holdings.

9.                 Additional information

Baltimore is not party to any agreement or arrangement which relates to the
circumstances in which it may or may not invoke or seek to invoke a condition in
relation to either the Acquisitor Amalgamation or the New York Holdings
Amalgamation.

On 17 January 2006, Baltimore entered into an option agreement with Mr Duncan
Soukup pursuant to which, conditional on Admission, Mr Soukup was granted an
option to subscribe for 75,000 Ordinary Shares (prior to the proposed
sub-division) at an exercise price equal to the average of the first three days'
trading price of the New Ordinary Shares on AIM immediately following Admission.
Mr Soukup's option is exercisable within 5 years from the date of grant.

On the same date, Baltimore entered into an option agreement with Mr Timothy
Lovell, pursuant to which, conditional on Admission, Mr Lovell was granted an
option to subscribe for 37,500 Ordinary Shares (prior to the proposed
sub-division) at an exercise price equal to the average of the first three days'
trading price of the New Ordinary Shares on AIM immediately following Admission.
Mr Lovell's option is exercisable within 5 years from the date of grant.

Save as disclosed above, neither Baltimore nor any person acting in concert with
Baltimore for the purposes of the Acquisitor Amalgamation or the New York
Holdings Amalgamation has any arrangement with any person in relation to
relevant Acquisitor securities, relevant New York Holdings securities or
relevant Baltimore securities.

10.             General

The Acquisitor Amalgamation will be subject to the conditions set out in
Appendix I. The New York Holdings Amalgamation will be subject to the conditions
set out in Appendix II.

The bases and sources of certain information contained in this Announcement are
set out in Appendix III.

Certain terms used in this Announcement are defined in Appendix IV.

Enquiries:

Baltimore plc
David Buchler, Chairman                                       Tel: [phone]
Tim Lovell, CEO                                               Tel: [phone]

Bishopsgate Communications Ltd.                               Tel: [phone]
Maxine Barnes                                              Mobile: [phone]
Dominic Barretto                                           Mobile: [phone]

Seymour Pierce                                                Tel: [phone]
Jonathan Wright


Seymour Pierce, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Baltimore and for no one
else in connection with the Acquisitions and Admission and will not be
responsible to anyone other than Baltimore for providing the protections
afforded to clients of Seymour Pierce, or for providing advice in relation to
the Acquisitions or Admission or any other matters referred to in this
Announcement.

Ardent, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for New York Holdings and for no one
else in connection with the Acquisition of New York Holdings and will not be
responsible to anyone other than New York Holdings for providing the protections
afforded to clients of Ardent, or for providing advice in relation to the
Acquisition of New York Holdings or any other matters referred to in this
document.

The Baltimore Ordinary Shares have not been, and will not be, registered under
the United States Securities Act of 1933 (the "Securities Act"), or the
securities laws of any other United States jurisdiction or of any province or
territory of Australia, Canada, Japan, the Republic of Ireland or the Republic
of South Africa. Subject to certain exceptions, the Baltimore Ordinary Shares
may not, directly or indirectly, be offered, sold, taken up or delivered in,
into or from the United States, Canada, Australia, Japan, the Republic of
Ireland or the Republic of South Africa or to or for the account or benefit of
any national, resident or citizen of the United States, or any person resident
in Australia, Canada, Japan, the Republic of Ireland or the Republic of South
Africa. This Announcement does not constitute an offer to sell or a solicitation
of an offer to purchase or subscribe for Baltimore Ordinary Shares in any
jurisdiction in which such offer or solicitation is unlawful or would impose any
unfulfilled registration, publication or approval requirements on Baltimore,
Baltimore Guernsey, New York Holdings, a broker, dealer, Ardent or Seymour
Pierce (or any of their respective affiliates).

The distribution of this Announcement in jurisdictions outside the United
Kingdom, Channel Islands and the Isle of Man may be restricted by law and
therefore persons into whose possession this document comes should inform
themselves about or observe such restrictions. Any failure to comply with these
restrictions may constitute a violation of securities laws of any such
jurisdictions.

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Baltimore or of New York Holdings, all "dealings" in
any "relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30pm (London time) on the Business Day
following the date of the relevant transaction. This requirement will continue
until the date on which the New York Holdings Amalgamation becomes effective or
any condition of the New York Holdings Amalgamation fails to be satisfied or
waived. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Baltimore or of New York Holdings, they will be deemed to be a
single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Baltimore or of New York Holdings, by Baltimore or New York
Holdings, or by any of their respective "associates", must be disclosed by no
later than 12.00 noon (London time) on the Business Day following the date of
the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.

                                   APPENDIX I

                   CONDITIONS TO THE ACQUISITOR AMALGAMATION

1. The Acquisitor Amalgamation is conditional on Acquisitor not exercising any
right to terminate the Acquisitor Amalgamation in accordance with section 106
(6A) of the Bermuda Companies Act, and its becoming effective by no later than
27 February 2006 or such later date and time as Baltimore and Acquisitor may
agree (being not later than 31 May 2006), subject to the requirements of Bermuda
law.

2. The Acquisitor Amalgamation will become effective on the following events
having occurred:

(a) a resolution dividing the Aadvark Shares held by New York Holdings into a
separate class of B ordinary shares in Acquisitor being passed by a simple
majority of the Acquisitor Shareholders voting in person or by proxy at the
Acquisitor SGM;

(b) a resolution approving the Acquisitor Amalgamation Proposal being passed by
three fourths of the Acquisitor Shareholders voting in person or by proxy at the
Acquisitor SGM;

(c) the New York Holdings Amalgamation Resolution being passed at the New York
Holdings EGM;

(d) the passing of the Resolutions by the holders of Baltimore Ordinary Shares;

(e) the conditions to the New York Holdings Amalgamation being satisfied or
waived, save for conditions 2(d), (f) and (g), being:

''(d) the conditions to the Acquisitor Amalgamation being satisfied or waived,
save for conditions 2(e), (g) and (h) to the Acquisitor Amalgamation;

(f) the issue by the Greffier to Baltimore Guernsey or its advisers of a
certificate confirming the implementation of the New York Holdings Amalgamation,
pursuant to section 7 of the Ordinance at or prior to 8 a.m. on the expected
date of Admission; and

(g) the London Stock Exchange agreeing to admit the entire issued and to be
issued share capital of Baltimore to trading on, subject only to the allotment
of the New Baltimore Ordinary Shares and the Amalgamations becoming effective;''

(f) the delivery to the Bermuda Registrar of Companies by or on behalf of
Acquisitor and Baltimore Bermuda of all documentation and consents required by
the Bermuda Registrar of Companies pursuant to the Bermuda Companies Act to
implement the Acquisitor Amalgamation, including confirmation that all
conditions to the Acquisitor Amalgamation (other than condition 2(g) below) have
been satisfied or waived in accordance with the provisions of this Amalgamation
Proposal;

(g) the issue by the Bermuda Registrar of Companies to Baltimore Bermuda or its
advisers of a certificate confirming the implementation of the New York Holdings
Amalgamation, pursuant to the Bermuda Companies Act, by 8 a.m. on the expected
date of Admission;

(h) the London Stock Exchange agreeing to admit the entire issued and to be
issued share capital of Baltimore to trading on AIM, subject only to the
allotment of the New Baltimore Ordinary Shares and the Amalgamations becoming
effective; and

(i) Baltimore being satisfied that there is no reason why conditions 2(d), (f)
and (g) to the New York Holdings Amalgamation will not be satisfied.

3. The Acquisitor Amalgamation is further conditional on (and the necessary
action to make the New York Holdings Amalgamation effective will not be taken
unless the following conditions are satisfied or, where applicable, waived prior
to the delivery to the Bermuda Registrar of Companies of the documentation and
consents referred to in Condition 2(f) above):

(a) no application to any court in Bermuda being made by any person objecting to
the implementation of the Acquisitor Amalgamation, the result of which
application may reasonably be expected to be that a Bermuda Court would
restrain, restrict, prohibit, delay, unwind or otherwise interfere with the
implementation of the Acquisitor Amalgamation or take any action which may alter
the terms of the Acquisitor Amalgamation or impose any additional obligations on
any member of the wider Baltimore Group or wider Acquisitor Group in relation to
the Acquisitor Amalgamation, in any case in a material adverse way;

(b) no relevant authority having intervened in a way that would or might
reasonably be expected to, in each case, as a result of the Acquisitor
Amalgamation:

(i) make the Acquisitor Amalgamation or its implementation void, unenforceable
and/or illegal in any jurisdiction or, directly or indirectly restrain,
restrict, prohibit, delay or otherwise interfere with the implementation
thereof, or impose additional conditions or obligations with respect thereto, or
otherwise challenge, impede or require amendment to the Acquisitor Amalgamation,
in any case in any material adverse way;

(ii) require, prevent or delay the divestiture or alter the terms envisaged of
any proposed divestiture by Baltimore or any other member of the wider Baltimore
Group which is a wholly-owned subsidiary of Baltimore or the wider Acquisitor
Group of all or any material part of their respective businesses, assets or
properties or impose a material limitation on the ability of any of them to
conduct any of their respective businesses or to own any of their respective
assets or properties or any part thereof in any such case in a manner or to an
extent which is material;

(iii) impose any material limitation on the ability of Baltimore Bermuda or any
member of the wider Acquisitor Group to hold or exercise effectively, directly
or indirectly, or to control any of the assets or properties of the wider
Acquisitor Group, in each case to an extent which is material;

(iv) except pursuant to the Acquisitor Amalgamation require or prevent any
member of the wider Baltimore Group or of the wider Acquisitor Group to offer to
acquire any shares or other securities (or the equivalent) in any member of the
wider Acquisitor Group owned by any third party or to sell or offer to sell any
shares or other securities (or the equivalent) or any asset owned by any member
of the wider Baltimore Group or the wider Acquisitor Group, in any case, such
acquisition or sale being material;

(v) result in any member of the wider Acquisitor Group ceasing to be able to
carry on its business under any name which it at present uses, in each case
where such use is material;

(vi) impose any material limitation on, or result in any material delay in, the
ability of any member of the wider Baltimore Group or of the wider Acquisitor
Group to integrate or co-ordinate its business, or any part thereof, with the
business(es) of any part of the wider Acquisitor Group, in any such case in a
way which is material;

(vii) otherwise materially and adversely affect the business(es), assets,
prospects or profits of the wider Baltimore Group or of the wider Acquisitor
Group, taken as a whole, to an extent that is material; and all applicable
waiting and other time periods during which any relevant authority could have
intervened having expired, not become effective or been terminated;

(c) all necessary filings in connection with the Acquisitor Amalgamation having
been made, in the case of any filings to be made by Baltimore, such filings
being made by Baltimore without delay and being pursued in good faith, all
applicable waiting periods (including any extensions thereof) under any
applicable legislation or regulations of any jurisdiction having expired, not
become effective or been terminated, in each case in respect of the Acquisitor
Amalgamation and the implementation of the Acquisitor Amalgamation, and all
authorisations necessary in any jurisdiction for or in respect of the Acquisitor
Amalgamation or the implementation of the Acquisitor Amalgamation having been
obtained in terms and in a form reasonably satisfactory to Baltimore from all
relevant authorities (in the case of any authorisations being obtained by
Baltimore, such authorisations being sought by Baltimore without delay and in
good faith) or (without prejudice to the generality of the foregoing) from any
persons or bodies with whom any member of the wider Acquisitor Group has entered
into contractual arrangements and such authorisations together with all material
authorisations necessary for any member of the wider Acquisitor Group to carry
on its business remaining in full force and effect at the time at which the
Acquisitor Amalgamation becomes effective and all filings necessary for such
purpose having been made (in the case of any filings to be made by Baltimore,
such filings being made by Baltimore without delay and being pursued in good
faith) and there being no notice of any intention to revoke, suspend, restrict,
adversely modify or not renew any of the same having been received by any member
of the wider Baltimore Group or any member of the wider Acquisitor Group;

(d) save as fairly disclosed to Baltimore or its advisers or as announced by or
on behalf of Acquisitor on a Regulatory Information Service (as defined in
Schedule 12 of the UKLA Listing Rules) (such information being ''publicly
announced'') prior to 18 January 2006 there being no provision of any agreement,
arrangement, licence or other instrument which is material and to which any
member of the wider Acquisitor Group is a party or by or to which any member of
the wider Acquisitor Group or any part of its assets may be bound, entitled or
subject that, as a result of the Acquisitor Amalgamation or the implementation
of the Acquisitor Amalgamation would reasonably be expected to result in (in
each case, to an extent that is material):

(i) any moneys borrowed by, or any other indebtedness, actual or contingent of,
or grant available to, any such member being or becoming repayable or capable of
being declared repayable immediately or earlier than the repayment date provided
for in such agreement, arrangement, licence or other instrument, or the ability
of any such member to borrow moneys or incur any indebtedness being withdrawn or
inhibited;

(ii) any such agreement, arrangement, licence or other instrument being
terminated or adversely modified or any onerous obligation or liability arising
or any material and adverse action being taken or arising thereunder;

(iii) the interests or business of any member of the wider Acquisitor Group in
or with any other person, firm, company or body (or any arrangements relating to
any such interests or business) being terminated or adversely modified or
affected;

(iv) any such member ceasing to be able to carry on its business under any name
which it at present uses;

(v) any assets or interests of any such member being or falling to be disposed
of or charged or any right arising under which any such asset or interest could
be required to be disposed of or charged or could cease to be available to any
member of the wider Acquisitor Group;

(vi) any adverse effect on the ownership of or interest in any intellectual
property rights owned or used by any member of the wider Acquisitor Group;

(vii) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any material part of the business, property or assets
of any member of the wider Acquisitor Group;

(viii) the value of any member of the wider Acquisitor Group or its financial or
trading position or prospects being prejudiced or adversely affected; or

(ix) the creation of any liability (actual or contingent) of any member of the
wider Acquisitor Group;

(e) no member of the wider Acquisitor Group or Baltimore Group having, save as
publicly announced prior to 18 January 2006 by Acquisitor or save as fairly
disclosed to Baltimore or its advisers prior to 18 January 2006, at any time
since 30 September 2005:

(i) (save as between Acquisitor and any member of the wider Acquisitor Group
which is a wholly owned subsidiary of Acquisitor) issued or agreed to issue or
authorised or proposed the issue of additional shares of any class, or of
securities convertible into or exchangeable for, or rights, warrants or options
to subscribe for or acquire, any such shares or convertible securities or
redeemed, purchased or reduced any part of its share capital;

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution, whether payable in cash or
otherwise, other than to Acquisitor or to a member of the wider Acquisitor Group
which is a wholly-owned subsidiary of Acquisitor;

(iii) save for transactions between Acquisitor and members of the wider
Acquisitor Group which are wholly-owned subsidiaries of Acquisitor, acquired or
disposed of or transferred, mortgaged or charged or created any security
interest over any assets or any rights, title or interest in any asset
(including shares and trade investments) which in any such case is material or
merged with any body corporate (in each case other than in the ordinary course
of business);

(iv) save for transactions between Acquisitor and members of the wider
Acquisitor Group which are wholly-owned subsidiaries of Acquisitor, made or
authorised or proposed or announced an intention to authorise or propose any
change in its share or loan capital;

(v) issued, authorised or proposed the issue of any debentures or, save as
between Acquisitor and members of the wider Acquisitor Group which are
wholly-owned subsidiaries of Acquisitor, incurred or increased any indebtedness
or contingent liability which is material;

(vi) purchased, redeemed, reduced or repaid or proposed the purchase,
redemption, reduction or repayment of any of its own shares to an extent which
(other than in the case of Acquisitor) is material;

(vii) entered into any contract, reconstruction, amalgamation, commitment or
other transaction or arrangement otherwise than in the ordinary course of
business which is material;

(viii) otherwise than in the ordinary course of business, entered into, varied
or terminated any contract, transaction or commitment (whether in respect of
capital expenditure, trading obligations or otherwise) which is of a loss
making, long-term, onerous or unusual nature or magnitude and the effect of
which would, in each case, be material or which involves or could involve an
obligation of a nature or magnitude which is material;

(ix) entered into any contract, transaction or arrangement which would be or
would be reasonably likely to be materially restrictive on the business of any
member of the wider Acquisitor Group;

(x) waived or compromised any claim otherwise than in the ordinary course of
business which is material;

(xi) entered into or varied the terms of or terminated any service agreement
with any of the directors or senior executives of Acquisitor in any material
respect;

(xii) taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up, dissolution or reorganisation or for
the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or for the appointment of any analogous person
in any jurisdiction;

(xiii) other than in the ordinary course of business, taken any action to
commence or institute any legal proceedings or to settle, compromise or
discontinue any legal proceedings which have already been commenced or suffered
any claims or had any legal proceedings instituted against it or admitted any
liability in any such claim or proceedings, in each case, which are material;

(xiv) made any amendment to its memorandum or articles of association in any
material respect;

(xv) been unable or admitted that it is unable to pay its debts or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on in a way which is
material to all or a substantial part of its business;

(xvi) made or agreed or consented to any material change to the terms of the
trust deeds constituting the pension schemes established for its directors and/
or employees and/or their dependants or to the basis upon which the liabilities
(including pensions) of such pension schemes are funded or made which would be
material; or

(xvii) entered into any contract, commitment, agreement or arrangement otherwise
than in the ordinary course of business which is material or passed any
resolution with respect to, or to effect, any of the transactions, matters or
events referred to in this condition, or announced or proposed an intention to
do so;

(f) since 30 September 2005 and save as fairly disclosed to Baltimore or its
advisers prior to 18 January 2006 or as publicly announced by or on behalf of
Acquisitor prior to 18 January 2006, and which in any case is material:

(i) no adverse change or deterioration having occurred in the business, assets,
financial or trading position, profits or prospects of Acquisitor or any other
member of the wider Acquisitor Group;

(ii) no litigation or arbitration proceedings, prosecution or other legal
proceedings having been announced, instituted or threatened by or against any
member of the wider Acquisitor Group or to which any member of the wider
Acquisitor Group is or is reasonably likely to become a party (whether as
plaintiff, defendant or otherwise) and no enquiry or investigation by or
complaint or reference to any relevant authority against or in respect of any
member of the wider Acquisitor Group having been threatened, announced or
instituted by, against or in respect of any member of the wider Acquisitor Group
and which in any such case would be reasonably likely to adversely affect any
member of the wider Acquisitor Group; and

(iii) no contingent or other liability of any member of the wider Acquisitor
Group having arisen or become apparent that would be reasonably likely to
adversely affect any member of the wider Acquisitor Group that is material;

(g) save as fairly disclosed to Baltimore or its advisers or publicly announced
by Acquisitor prior to 18 January 2006, Baltimore not having discovered:

(i) that any financial, business or other information concerning Acquisitor or
the wider Acquisitor Group that has been publicly disclosed at any time by or on
behalf of any member of the wider Acquisitor Group is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading and which was not corrected by a
subsequent public announcement made on a Regulatory Information Service prior to
18 January 2006 and which in any such case is material;

(ii) any information which has been privately disclosed by or on behalf of the
wider Acquisitor Group in writing to Baltimore is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading and which, in any such case, was
not subsequently corrected and is material; or

(iii) that any member of the wider Acquisitor Group or any entity in which any
such member has a significant economic interest is subject to any material
liability (actual or contingent);

(h) in relation to any release, emission, discharge, disposal or other fact or
circumstance which would or would be reasonably likely to impair the environment
or harm human health, no past or present member of the wider Acquisitor Group
having in a manner or extent which is material:

(i) committed any violation of any laws, statutes, regulations, notices or other
requirements of any governmental or regulatory body; and/or

(ii) incurred any liability (whether actual or contingent) to any third party.

Definitions

For the purposes of these conditions:

(a) ''relevant authority'' means any government, government department or
governmental, quasigovernmental, supranational, statutory, regulatory or
investigatory body, court, trade agency, professional association or institution
or environmental body in any jurisdiction;

(b) a relevant authority shall be regarded as having ''intervened'' if it has
instituted, implemented, or communicated its intention to take or make any
action, proceedings, suit, investigation or inquiry or reference, or made,
enacted or proposed any statute, regulation, decision or order, or taken any
measures or other steps and ''intervene'' shall be construed accordingly;

(c) ''authorisations'' means authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances, permissions, exemptions and
approvals in any jurisdiction;

(d) ''the wider Acquisitor Group'' means Acquisitor and its subsidiaries,
subsidiary undertakings and any other undertakings in which Acquisitor and such
undertakings (aggregating their interests) have a substantial interest and ''the
wider Baltimore Group'' means Baltimore and its subsidiaries and subsidiary
undertakings and any other undertakings in which Baltimore and such undertakings
(aggregating their interests) have a substantial interest and, for these
purposes, ''subsidiary undertaking'' and ''undertaking'' have the meanings given
by the Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A to
the Act) and ''substantial interest'' means a direct or indirect interest in 20
per cent. or more of the equity capital of an undertaking; and

(e) ''material'' shall mean material both in the context of the Acquisitor
Amalgamation and in the context of the wider Acquisitor Group taken as a whole
and ''materially'' shall be construed accordingly.

Waiver and Invocation of Conditions

Baltimore reserves the right to waive all or any of the above conditions, in
whole or in part, except conditions 1 and 2.

General

The Acquisitor Amalgamation will not be capable of becoming effective if either:

(a) the Acquisitor Amalgamation is referred to the Competition Commission;

(b) the European Commission initiates proceedings under Article 6(1)(c) of
Council Regulation (EEC) 4064/89 (the ''Council Regulation''); or

(c) following a referral by the European Commission under Article 9.1 of the
Council Regulation to a competent authority in the United Kingdom, there is a
subsequent reference of the Acquisitor Amalgamation to the Competition
Commission,

in each case if occurring before the Acquisitor Amalgamation has become
effective.

The Acquisitor Amalgamation and all contracts arising from it becoming effective
and all actions taken or made or deemed to be taken or made under any of the
foregoing shall be governed by and construed in accordance with Bermuda Law and
the Supreme Court of Bermuda shall have exclusive jurisdiction in relation to
all matters arising out of or in connection with the Acquisitor Amalgamation,
except where specifically provided otherwise.

                                  APPENDIX II

                CONDITIONS TO THE NEW YORK HOLDINGS AMALGAMATION

1. The New York Holdings Amalgamation is conditional on it becoming effective by
27 February 2006 or such later time and date as Baltimore and New York Holdings
may agree (being not later than 31 May 2006), subject to the requirements of the
City Code, the Panel and Guernsey law.

2. The New York Holdings Amalgamation will become effective on the following
events having occurred:

(a) a special resolution approving the Amalgamation Proposal being passed by New
York Holdings Shareholders at the New York Holdings EGM;

(b) the Acquisitor Amalgamation Resolution being passed at the Acquisitor SGM;

(c) the passing of the Resolutions by the holders of Baltimore Ordinary Shares
at the Baltimore EGM;

(d) the conditions to the Acquisitor Amalgamation being satisfied or waived,
save for conditions 2(e), (g) and (h), being:

''(e) the conditions to the New York Holdings Amalgamation being satisfied or
waived, save for conditions 2(d), (f) and (g) to the New York Holdings
Amalgamation;

(g) the issue by the Bermuda Registrar of Companies to Baltimore Bermuda or its
advisers of a certificate confirming the implementation of the Acquisitor
Amalgamation, pursuant to the Bermuda Companies Act, by 8 a.m. on the expected
date of Admission; and

(h) the London Stock Exchange agreeing to admit the entire issued and to be
issued share capital of Baltimore to trading on AIM, subject only to the
allotment of the New Ordinary Shares and the Amalgamations becoming effective;''

(e) the delivery to the Greffier by or on behalf of New York Holdings and
Baltimore Guernsey of all documentation and consents required by the Greffier
pursuant to the Ordinance to implement the New York Holdings Amalgamation,
including confirmation that all conditions to the New York Holdings Amalgamation
(other than condition 2(f) below) have been satisfied or waived in accordance
with the provisions of this Amalgamation Proposal;

(f) the issue by the Greffier to Baltimore Guernsey or its advisers of a
certificate confirming the implementation of the New York Holdings Amalgamation,
pursuant to section 7 of the Ordinance at or prior to 8 a.m. on the expected
date of Admission;

(g) the London Stock Exchange agreeing to admit the entire issued and to be
issued share capital of Baltimore to trading on AIM, subject only to the
allotment of the New Baltimore Ordinary Shares and the Amalgamations becoming
effective; and

(h) Baltimore being satisfied that there is no reason why any of conditions 2(e
), (g) and (h) to the Acquisitor Amalgamation will not be satisfied.

3. The New York Holdings Amalgamation is further conditional on (and the
necessary action to make the New York Holdings Amalgamation effective will not
be taken unless the following conditions are satisfied or, where applicable,
waived prior to the delivery to the Greffier of the documentation and consents
referred to in Condition 2(e) above):

(a) no application to any court in Guernsey being made by any person objecting
to the implementation of the New York Holdings Amalgamation, the result of which
application may reasonably be expected to be that a Guernsey Court would
restrain, restrict, prohibit, delay, unwind or otherwise interfere with the
implementation of the New York Holdings Amalgamation or take any action which
may alter the terms of the New York Holdings Amalgamation or impose any
additional obligations on any member of the wider Baltimore Group or wider New
York Holdings Group in relation to the New York Holdings Amalgamation, in any
case in a material adverse way;

(b) no relevant authority having intervened in a way that would or might
reasonably be expected to, in each case, as a result of the New York Holdings
Amalgamation:

(i) make the New York Holdings Amalgamation or its implementation void,
unenforceable and/or illegal in any jurisdiction or, directly or indirectly
restrain, restrict, prohibit, delay or otherwise interfere with the
implementation thereof, or impose additional conditions or obligations with
respect thereto, or otherwise challenge, impede or require amendment to the New
York Holdings Amalgamation, in any case in any material adverse way;

(ii) require, prevent or delay the divestiture or alter the terms envisaged of
any proposed divestiture by Baltimore or any member of the wider Baltimore Group
which is a wholly-owned subsidiary of Baltimore or the wider New York Holdings
Group of all or any material part of their respective businesses, assets or
properties or impose a material limitation on the ability of any of them to
conduct any of their respective businesses or to own any of their respective
assets or properties or any part thereof in any such case in a manner or to an
extent which is material;

(iii) impose any material limitation on the ability of Baltimore Guernsey or any
member of the wider New York Holdings Group to hold or exercise effectively,
directly or indirectly, or to control any of the assets or properties of the
wider New York Holdings Group, in each case to an extent which is material;

(iv) except pursuant to the New York Holdings Amalgamation or the City Code,
require or prevent any member of the wider Baltimore Group or of the wider New
York Holdings Group to offer to acquire any shares or other securities (or the
equivalent) in any member of the wider New York Holdings Group owned by any
third party or to sell or offer to sell any shares or other securities (or the
equivalent) or any asset owned by any member of the wider Baltimore Group or the
wider New York Holdings Group, in any case, such acquisition or sale being
material;

(v) result in any member of the wider New York Holdings Group ceasing to be able
to carry on its business under any name which it at present uses, in each case
where such use is material;

(vi) impose any material limitation on, or result in any material delay in, the
ability of any member of the wider Baltimore Group or of the wider New York
Holdings Group to integrate or co-ordinate its business, or any part thereof,
with the business(es) of any part of the wider New York Holdings Group, in any
such case in a way which is material;

(vii) otherwise materially and adversely affect the business(es), assets,
prospects or profits of the wider Baltimore Group or of the wider New York
Holdings Group, taken as a whole, to an extent that is material; and all
applicable waiting and other time periods during which any relevant authority
could have intervened having expired, not become effective or been terminated;

(c) all necessary filings in connection with the New York Holdings Amalgamation
having been made, in the case of any filings to be made by Baltimore, such
filings being made by Baltimore without delay and being pursued in good faith,
all applicable waiting periods (including any extensions thereof) under any
applicable legislation or regulations of any jurisdiction having expired, not
become effective or been terminated, in each case in respect of the New York
Holdings Amalgamation and the implementation of the New York Holdings
Amalgamation, and all authorisations necessary in any jurisdiction for or in
respect of the New York Holdings Amalgamation or the implementation of the New
York Holdings Amalgamation having been obtained in terms and in a form
reasonably satisfactory to Baltimore from all relevant authorities (in the case
of any authorisations being obtained by Baltimore, such authorisations being
sought by Baltimore without delay and in good faith) or (without prejudice to
the generality of the foregoing) from any persons or bodies with whom any member
of the wider New York Holdings Group has entered into contractual arrangements
and such authorisations together with all material authorisations necessary for
any member of the wider New York Holdings Group to carry on its business
remaining in full force and effect at the time at which the New York Holdings
Amalgamation becomes effective and all filings necessary for such purpose having
been made (in the case of any filings to be made by Baltimore, such filings
being made by Baltimore without delay and being pursued in good faith) and there
being no notice of any intention to revoke, suspend, restrict, adversely modify
or not renew any of the same having been received by any member of the wider
Baltimore Group or any member of the wider New York Holdings Group;

(d) save as fairly disclosed to Baltimore or its advisers or as announced by or
on behalf of New York Holdings on Newstrack (such information being ''publicly
announced'') prior to 18 January 2006 there being no provision of any agreement,
arrangement, licence or other instrument which is material and to which any
member of the wider New York Holdings Group is a party or by or to which any
member of the wider New York Holdings Group or any part of its assets may be
bound, entitled or subject that, as a result of the New York Holdings
Amalgamation or the implementation of the New York Holdings Amalgamation would
reasonably be expected to result in (in each case, to an extent that is
material):

(i) any moneys borrowed by, or any other indebtedness, actual or contingent of,
or grant available to, any such member being or becoming repayable or capable of
being declared repayable immediately or earlier than the repayment date provided
for in such agreement, arrangement, licence or other instrument, or the ability
of any such member to borrow moneys or incur any indebtedness being withdrawn or
inhibited;

(ii) any such agreement, arrangement, licence or other instrument being
terminated or adversely modified or any onerous obligation or liability arising
or any material and adverse action being taken or arising thereunder;

(iii) the interests or business of any member of the wider New York Holdings
Group in or with any other person, firm, company or body (or any arrangements
relating to any such interests or business) being terminated or adversely
modified or affected;

(iv) any such member ceasing to be able to carry on its business under any name
which it at present uses;

(v) any assets or interests of any such member being or falling to be disposed
of or charged or any right arising under which any such asset or interest could
be required to be disposed of or charged or could cease to be available to any
member of the wider New York Holdings Group;

(vi) any adverse effect on the ownership of or interest in any intellectual
property rights owned or used by any member of the wider New York Holdings
Group;

(vii) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any material part of the business, property or assets
of any member of the wider New York Holdings Group;

(viii) the value of any member of the wider New York Holdings Group or its
financial or trading position or prospects being prejudiced or adversely
affected; or

(ix) the creation of any liability (actual or contingent) of any member of the
wider New York Holdings Group;

(e) no member of the wider New York Holdings Group or Baltimore Group having,
save as publicly announced prior to 18 January 2006 by New York Holdings or save
as fairly disclosed to Baltimore or its advisers prior to 18 January 2006, at
any time since 31 December 2004:

(i) (save as between New York Holdings and any member of the wider New York
Holdings Group which is a wholly-owned subsidiary of New York Holdings) issued
or agreed to issue or authorised or proposed the issue of additional shares of
any class, or of securities convertible into or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities or redeemed, purchased or reduced any part of its share capital;

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution, whether payable in cash or
otherwise, other than to New York Holdings or to a member of the wider New York
Holdings Group which is a wholly-owned subsidiary of New York Holdings;

(iii) save for transactions between New York Holdings and members of the wider
New York Holdings Group which are wholly owned subsidiaries of New York
Holdings, acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any rights, title or interest
in any asset (including shares and trade investments) which in any such case is
material or merged with any body corporate (in each case other than in the
ordinary course of business);

(iv) save for transactions between New York Holdings and members of the wider
New York Holdings Group which are wholly owned subsidiaries of New York
Holdings, made or authorised or proposed or announced an intention to authorise
or propose any change in its share or loan capital;

(v) issued, authorised or proposed the issue of any debentures or, save as
between New York Holdings and members of the wider New York Holdings Group which
are wholly-owned subsidiaries of New York Holdings, incurred or increased any
indebtedness or contingent liability which is material;

(vi) purchased, redeemed, reduced or repaid or proposed the purchase,
redemption, reduction or repayment of any of its own shares to an extent which
(other than in the case of New York Holdings) is material;

(vii) entered into any contract, reconstruction, amalgamation, commitment or
other transaction or arrangement otherwise than in the ordinary course of
business which is material;

(viii) otherwise than in the ordinary course of business, entered into, varied
or terminated any contract, transaction or commitment (whether in respect of
capital expenditure, trading obligations or otherwise) which is of a loss
making, long-term, onerous or unusual nature or magnitude and the effect of
which would, in each case, be material or which involves or could involve an
obligation of a nature or magnitude which is material;

(ix) entered into any contract, transaction or arrangement which would be or
would be reasonably likely to be materially restrictive on the business of any
member of the wider New York Holdings Group;

(x) waived or compromised any claim otherwise than in the ordinary course of
business which is material;

(xi) entered into or varied the terms of or terminated any service agreement
with any of the directors or senior executives of New York Holdings in any
material respect;

(xii) taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up, dissolution or reorganisation or for
the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or for the appointment of any analogous person
in any jurisdiction;

(xiii) other than in the ordinary course of business, taken any action to
commence or institute any legal proceedings or to settle, compromise or
discontinue any legal proceedings which have already been commenced or suffered
any claims or had any legal proceedings instituted against it or admitted any
liability in any such claim or proceedings, in each case, which are material;

(xiv) made any amendment to its memorandum or articles of association in any
material respect;

(xv) been unable or admitted that it is unable to pay its debts or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on in a way which is
material to all or a substantial part of its business;

(xvi) made or agreed or consented to any material change to the terms of the
trust deeds constituting the pension schemes established for its directors and/
or employees and/or their dependants or to the basis upon which the liabilities
(including pensions) of such pension schemes are funded or made which would be
material; or

(xvii) entered into any contract, commitment, agreement or arrangement otherwise
than in the ordinary course of business which is material or passed any
resolution with respect to, or to effect, any of the transactions, matters or
events referred to in this condition, or announced or proposed an intention to
do so;

(f) since 31 December 2004 and save as fairly disclosed to Baltimore or its
advisers prior to 18 January 2006 or as publicly announced by or on behalf of
New York Holdings prior to 18 January 2006, and which in any case is material:

(i) no adverse change or deterioration having occurred in the business, assets,
financial or trading position, profits or prospects of New York Holdings or any
other member of the wider New York Holdings Group;

(ii) no litigation or arbitration proceedings, prosecution or other legal
proceedings having been announced, instituted or threatened by or against any
member of the wider New York Holdings Group or to which any member of the wider
New York Holdings Group is or is reasonably likely to become a party (whether as
plaintiff, defendant or otherwise) and no enquiry or investigation by or
complaint or reference to any relevant authority against or in respect of any
member of the wider New York Holdings Group having been threatened, announced or
instituted by, against or in respect of any member of the wider New York
Holdings Group and which in any such case would be reasonably likely to
adversely affect any member of the wider New York Holdings Group; and

(iii) no contingent or other liability of any member of the wider New York
Holdings Group having arisen or become apparent that would be reasonably likely
to adversely affect any member of the wider New York Holdings Group that is
material;

(g) save as fairly disclosed to Baltimore or its advisers or publicly announced
by New York Holdings prior to 18 January 2006, Baltimore not having discovered:

(i) that any financial, business or other information concerning New York
Holdings or the wider New York Holdings Group that has been publicly disclosed
at any time by or on behalf of any member of the wider New York Holdings Group
is misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading and which was
not corrected by a subsequent public announcement made on Newstrack prior to 18
January 2006 and which in any such case is material;

(ii) any information which has been privately disclosed by or on behalf of the
wider New York Holdings Group in writing to Baltimore is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading and which, in any such case, was
not subsequently corrected and is material; or

(iii) that any member of the wider New York Holdings Group or any entity in
which any such member has a significant economic interest is subject to any
material liability (actual or contingent);

(h) in relation to any release, emission, discharge, disposal or other fact or
circumstance which would or would be reasonably likely to impair the environment
or harm human health, no past or present member of the wider New York Holdings
Group having in a manner or extent which is material:

(i) committed any violation of any laws, statutes, regulations, notices or other
requirements of any governmental or regulatory body; and/or

(ii) incurred any liability (whether actual or contingent) to any third party.

Definitions

For the purposes of these conditions:

(a) ''relevant authority'' means any government, government department or
governmental, quasigovernmental, supranational, statutory, regulatory or
investigatory body, court, trade agency, professional association or institution
or environmental body in any jurisdiction;

(b) a relevant authority shall be regarded as having ''intervened'' if it has
instituted, implemented, or communicated its intention to take or make any
action, proceedings, suit, investigation or inquiry or reference, or made,
enacted or proposed any statute, regulation, decision or order, or taken any
measures or other steps and ''intervene'' shall be construed accordingly;

(c) ''authorisations'' means authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances, permissions, exemptions and
approvals in any jurisdiction;

(d) ''the wider New York Holdings Group'' means New York Holdings and its
subsidiaries, subsidiary undertakings and any other undertakings in which New
York Holdings and such undertakings (aggregating their interests) have a
substantial interest and ''the wider Baltimore Group'' means Baltimore and its
subsidiaries and subsidiary undertakings and any other undertakings in which
Baltimore and such undertakings (aggregating their interests) have a substantial
interest and, for these purposes, ''subsidiary undertaking'' and ''undertaking''
have the meanings given by the Act (but for this purpose ignoring paragraph 20
(1)(b) of Schedule 4A to the Act) and ''substantial interest'' means a direct or
indirect interest in 20 per cent. or more of the equity capital of an
undertaking; and

(e) ''material'' shall mean material both in the context of the New York
Holdings Amalgamation and in the context of the wider New York Holdings Group
taken as a whole and ''materially'' shall be construed accordingly.

Waiver and Invocation of Conditions

Baltimore reserves the right to waive all or any of the above conditions, in
whole or in part, except conditions 1 and 2.

Except with the Panel's consent, Baltimore will not invoke any of the above
conditions (except for conditions 1 and 2 above) so as to cause the New York
Holdings Amalgamation not to proceed unless the circumstances which give rise to
the right to invoke the relevant conditions are of material significance to
Baltimore in the context of the New York Holdings Amalgamation.

General

Except with the consent of the Panel, the New York Holdings Amalgamation will
not be capable of becoming effective if either:

(a) the New York Holdings Amalgamation is referred to the Competition
Commission;

(b) the European Commission initiates proceedings under Article 6(1)(c) of
Council Regulation (EEC) 4064/89 (the ''Council Regulation''); or

(c) following a referral by the European Commission under Article 9.1 of the
Council Regulation to a competent authority in the United Kingdom, there is a
subsequent reference of the New York Holdings Amalgamation to the Competition
Commission,

in each case if occurring before the New York Holdings Amalgamation has become
effective.

If Baltimore is required by the Panel to make an offer for New York Holdings
Shares under the provisions of Rule 9 of the City Code, Baltimore may make such
alterations to the conditions of the Amalgamation Proposal as are necessary to
comply with the provisions of that Rule and any other requirements of the City
Code.

The New York Holdings Amalgamation and all contracts arising from it becoming
effective and all actions taken or made or deemed to be taken or made under any
of the foregoing shall be governed by and construed in accordance with Guernsey
Law and the Courts of Guernsey shall have exclusive jurisdiction in relation to
all matters arising out of or in connection with the New York Holdings
Amalgamation, except where specifically provided otherwise.

                                  APPENDIX III

                               BASES AND SOURCES

a)     The value attributed to the existing issued share capital of New York
Holdings is based upon the 69,381,800 New York Holdings Shares in issue on 17
January 2006 (being the latest practicable date prior to the posting of this
document), the 2,925,000 New York Holdings Shares which are the subject of New
York Holdings Share Options at that date and the fact that only 800,000 of such
New York Holdings Share Options will be exercised prior to the Amalgamation
Record Time.

b)     New York Holdings Share prices have been derived from the OFEX website
and represent the closing mid prices on the relevant date.

c)      References to a percentage of New York Holdings Shares are based on the
number of New York Holdings Shares in issue as set out in paragraph (a) above.

d)     The value attributed to the existing issued share capital of Acquisitor
is based upon the 49,079,575 Acquisitor Shares in issue on 17 January 2006
(being the latest practicable date prior to the posting of this document).

e)     Acquisitor Share prices have been derived from the London Stock Exchange
and represent the closing mid prices on the relevant date as shown in the AIM
Appendix to the London Stock Exchange Daily Official List.

f)        References to a percentage of Acquisitor Shares are based on the
number of Acquisitor Shares in issue as set out in paragraph (d) above.

                                  APPENDIX IV

                                  DEFINITIONS

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

''Acquisitor''      Acquisitor Holdings Ltd.
''Acquisitor        the proposed amalgamation of Acquisitor with Baltimore
Amalgamation"       Bermuda to be effected under the Bermuda Companies Act
''Acquisitor        the document to be sent to Acquisitor Shareholders setting
Amalgamation        out the terms and conditions of the proposed Acquisitor
Proposal            Amalgamation
Document''
''Acquisitor        the resolution of Acquisitor Shareholders to approve the
Amalgamation        Acquisitor Amalgamation to be tabled at the Acquisitor SGM
Resolution''
''Acquisitor        the date on which the Acquisitor Amalgamation becomes
Effective Date''    effective in accordance with its terms and conditions and
                    section 109 of the Bermuda Companies Act
''Acquisitor        the special general meeting of Acquisitor Shareholders (and
SGM''               any adjournment thereof) to be convened for the purposes of
                    approving the Acquisitor Amalgamation Resolution
''Acquisitor        an ordinary share of 1 penny in the capital of Acquisitor
Share''
''Acquisitor        registered holders of Acquisitor Shares and ''Acquisitor
Shareholders''      Shareholder'' means any of them
''Acquisitions''    the proposed acquisitions by Baltimore of (i) Acquisitor, to
                    be effected by the Acquisitor Amalgamation and (ii) New York
                    Holdings, to be effected by the New York Holdings
                    Amalgamation
''Admission''       the admission of the Baltimore Ordinary Shares (including
                    the New Baltimore Ordinary Shares to be issued under the
                    terms of the Acquisitions) to trading on AIM becoming
                    effective in accordance with the AIM Rules
''AIM''             AIM, a market operated by the London Stock Exchange
''AIM Rules''       the rules for AIM companies and their nominated advisers,
                    issued by the London Stock Exchange in relation to
                    AIM-traded securities
"Baltimore"         Baltimore plc
''Baltimore         Baltimore (Bermuda) Limited
Bermuda''
''Baltimore Board'' the directors of Baltimore
or ''Baltimore
Directors''
''Baltimore EGM''   the extraordinary general meeting of Baltimore (and any
or ''Baltimore      adjournment thereof) to be convened to approve the
Extraordinary       Resolutions
General Meeting''
''Baltimore         Baltimore and its subsidiaries
Group''
''Baltimore         Baltimore (Guernsey) Limited
Guernsey''
''Baltimore         the ordinary shares of 125p each in the share capital of
Ordinary Shares''   Baltimore (as may be sub-divided into ordinary shares of
                    1.25p each in the share capital of Baltimore following the
                    proposed sub-division of Baltimore's ordinary shares at the
                    Baltimore EGM)
''Baltimore         registered holders of Baltimore Ordinary Shares and
Shareholders''      ''Baltimore Shareholder'' means any of them
''Bermuda Companies the Companies Act 1981 of Bermuda
Act''
''Cash              the option for Qualifying New York Holdings Shareholders to
Alternative''       elect to receive cash for some or all of their New York
                    Holdings Shares pursuant to the New York Holdings
                    Amalgamation
''Companies Act''   the Companies Act 1985 (as amended)
or ''Act''
''Completion''      completion of the Acquisitions
''Existing Issued   the issued ordinary share capital of Baltimore at the date
Share Capital''     of this document
''London Stock      London Stock Exchange plc
Exchange''
''New Baltimore     the new Baltimore Ordinary Shares of 1.25p each to be issued
Ordinary Shares''   by Baltimore in connection with the Acquisitions
''New York          New York Holdings Limited
Holdings''
''New York Holdings the proposed amalgamation of New York Holdings with
Amalgamation''      Baltimore Guernsey to be effected under the Ordinance
''New York Holdings the document to be sent to New York Holdings Shareholders
Amalgamation        setting out the terms and conditions of the proposed New
Proposal            York Holdings Amalgamation
Document"
''New York Holdings the special resolution of New York Holdings Shareholders to
Amalgamation        approve the New York Holdings Amalgamation to be tabled at
Resolution''        the New York Holdings EGM
''New York Holdings the directors of New York Holdings
Directors''
''New York Holdings the date on which the New York Holdings Amalgamation becomes
Effective Date''    effective in accordance with its terms and conditions
''New York Holdings the extraordinary general meeting of New York Holdings
EGM''               Shareholders (and any adjournment thereof) to be convened
                    for the purpose of approving the New York Holdings
                    Amalgamation Resolution
''New York Holdings New York Holdings and its subsidiary undertakings
Group''
''New York Holdings an ordinary share of US$0.01 in the capital of New York
Share''             Holdings
''New York Holdings the registered holders of New York Holdings Shares and ''New
Shareholders''      York Holdings Shareholder'' shall mean any of them
''Ordinance''       The Amalgamation of Companies Ordinance, 1997 made under the
                    Companies (Enabling Provisions) (Guernsey) Law, 1996
''Panel''           the Panel on Takeovers and Mergers in the United Kingdom
''Proposed          the proposed Director of Baltimore, who is Mr John Radziwill
Baltimore
Director''
''Qualifying        the holders of Acquisitor shares appearing in the register
Acquisitor          of members of Acquisitor as at 6.00 p.m. on the business day
Shareholders''      immediately preceding the Acquisitor Effective Date who have
                    not dissented
''Qualifying New    the holders of New York Holdings Shares appearing in the
York Holdings       register of members of New York Holdings as at 6.00 p.m. on
Shareholders''      the business day immediately preceding the New York Holdings
                    Effective Date
''Resolutions''     the resolutions to be proposed at the Baltimore EGM
''Seymour           Seymour Pierce Limited, the Company's nominated adviser and
Pierce''            broker, authorised and regulated by the FSA




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

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