Disposal & Tender Offer

RNS Number:1564Q
Freedom4 Communications PLC
14 March 2008

14 March 2008

                          FREEDOM4 Communications plc
                                (the "Company")


Disposal of Hosting and Network Services Division and proposed cash return of up
to £156.94 million via Tender Offers at a minimum price of 10 pence per Ordinary
Share

FREEDOM4 Communications plc today announces that it has entered into a
conditional agreement for the sale of its Hosting and Network Services Division
to Host Europe WVS Limited (a new formed, wholly owned subsidiary of Oakley
Capital Private Equity L.P. ("Oakley L.P.")) for £120.0 million (on an
Enterprise Value basis) to be satisfied as to £20 million in Loan Notes (to be
issued by a wholly owned subsidiary of Oakley L.P.), the assumption by the Buyer
of certain debt/liabilities (currently expected to be approximately £10 million)
and the balance in cash.

The Company also announces that conditional, inter alia, on completion of the
sale, it proposes to return up to £156.94 million of cash to Shareholders, to be
implemented via Tender Offers for up to 1,569,372,852 Ordinary Shares at a price
of not less than 10 pence per Ordinary Share and not more than 11 pence per
Ordinary Share.  All Qualifying Shareholders may tender up to 58.0 per cent. of
the Ordinary Shares which they hold at the Record Date.

It is the Company's intention to distribute to its Shareholders the proceeds of
the redemption of the £20 million of Loan Notes, which are to be repaid by the
Issuer to the Company no later than 18 months after the date of their issue.

The Disposal and Tender Offers are subject to the approval of Shareholders in a
general meeting, which is being convened for 1 April 2008.  The Company expects
to post a circular outlining the proposals (the "Circular") to Shareholders
tomorrow.  The definitions used in this announcement are the same as the ones
used in the Circular.

Following the Disposal, the only remaining operational business within the
Company will be the Wireless Joint Venture with Intel Capital.

For further details, contact:

FREEDOM4 Communications plc                                   Tel: [phone]
Mike Read, Chief Executive
Stewart Porter, Finance Director

Collins Stewart, Nomad to the Company                         Tel: [phone]
Hugh Field / Jonny Sloan
Chris Wells

UBS                                                           Tel: [phone]
Craig Calvert

Financial Dynamics                                            Tel: [phone]
Juliet Clarke / Edward Bridges

Collins Stewart Europe Limited, which is authorised and regulated by the
Financial Services Authority, is acting exclusively for FREEDOM4 Communications
plc and no one else in connection with the Tender Offers and will not be
responsible to any person other than the Company for providing the protections
afforded to customers of Collins Stewart Europe Limited or for providing advice
in relation to the Tender Offers or any matter referred to or contained in the
Circular.

UBS Investment Bank, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for FREEDOM4
Communications plc and no one else in connection with the Disposal and will not
be responsible to any person other than the Company for providing the
protections afforded to customers of UBS Limited or for providing advice in
relation to the Disposal or any matter referred to or contained in the Circular.

Set out below are edited extracts from the letter to Shareholders from the
independent non-executive director as contained in the Circular:

"Introduction

On 8 February 2008, the Company issued the Reduction Circular to Shareholders
for the purposes of, amongst other things, seeking Shareholder approval for the
Capital Reduction. In the Reduction Circular, it was explained that, following
receipt of a number of indicative offers, the process for the disposal of the
Hosting and Network Services Division was at an advanced stage with a single
potential purchaser. The Directors are now pleased to announce that the Company
has today entered into a conditional agreement for the sale of the Hosting and
Network Services Division to a wholly owned subsidiary of Oakley L.P. for £120.0
million (on an Enterprise Value basis) to be satisfied as to £20 million in Loan
Notes (to be issued by a wholly owned subsidiary of Oakley L.P.), the assumption
by the Buyer of certain debt/liabilities (currently expected to be approximately
£10 million) and the balance in cash.  The Disposal is expected to generate a
gross cash receipt at completion of the Disposal of approximately £90 million
(plus the Loan Notes).  Completion of the sale is subject, inter alia, to the
consent of Shareholders.

Following the Disposal, the only remaining operational business within the
Company will be the Wireless Joint Venture ("FREEDOM4 JV") with Intel Capital.

The purpose of the Capital Reduction is to create the distributable reserves
necessary for the Company to be able to purchase its own shares.  On 3 March
2008, the Company announced that the Reduction Resolution had been duly approved
by Shareholders.

The Directors are now pleased to announce that conditional, inter alia, upon
completion of the Disposal they propose, subject to the Company receiving
approval for the Tender Offers by Shareholders and confirmation of the Capital
Reduction by the Court, to return to Shareholders by way of the Tender Offers up
to £156.94 million in cash.

The Independent Directors believe that the Disposal, and the Directors believe
that the Tender Offers, are in the best interests of Shareholders. Following the
Broadband Disposal, the Directors informed Shareholders that they believed that
there was no longer a compelling strategic fit between the remaining businesses
within the Group. Following the Disposal, the Company will have capital that is
currently surplus to its requirements and the Directors believe that the Tender
Offers are an appropriate means of returning this capital to Shareholders. The
Disposal of the Hosting and Network Services Division, in conjunction with the
Capital Reduction and Tender Offers, will crystallise the substantial value for
Shareholders that has been created in these businesses over the past three
years. At the same time, Shareholders will be able to maintain an exposure to
the Wireless Joint Venture, which the Directors believe continues to represent a
long-term growth opportunity.

The Board believes that a tender offer is an appropriate means of returning
funds to Shareholders as it gives all Shareholders the choice of whether or not
to participate and when to participate in the return of capital. Shareholders
may opt to tender none, some or, in the case of Option Holders and Warrant
Holders, all of the Ordinary Shares arising from the Cash Exercise of up to 58.0
per cent. of their Options and Warrants held, in return for cash. Tenders of
Ordinary Shares in excess of their Basic Entitlement by Qualifying Shareholders
will not (to the extent of the excess) be accepted in any circumstances.
Alternatively, Shareholders may choose to tender less than their Basic
Entitlement or not at all and thereby potentially increase their percentage
holding of the Company's issued ordinary share capital in the event that the
Tender Offers are completed successfully.

The price payable under the Tender Offers for each Ordinary Share will be the
Tender Price. The Tender Price will not be less than 10.0 pence per Ordinary
Share. If and to the extent that the aggregate number of Existing Ordinary
Shares validly tendered is less than 1,397,354,185, (being the aggregate Basic
Entitlement in respect of the Existing Ordinary Shares) then the monies that
would have been used to acquire at the Minimum Tender Price the Existing
Ordinary Shares that have not in the event been tendered will be used to
increase the Tender Price payable to those Shareholders who have tendered their
shares. Any increase in the Tender Price will however be limited such that no
Shareholder shall be paid in excess of a total of 11.0 pence per Ordinary Share
pursuant to the Tender Offers.

The Company intends to return up to £156.94 million pursuant to the Tender
Offers as it has no immediate need for this cash. The above method of
calculating the Tender Price facilitates the return to Shareholders of as much
of this cash as possible (subject to the cap of 11.0 pence per Ordinary Share),
whilst ensuring that all Shareholders who tender their Basic Entitlement will be
treated equally and will have certainty with respect of the number of Ordinary
Shares they will own following completion of the Tender Offers.

The Minimum Tender Price of 10.0 pence per Ordinary Share represents a 49 per
cent. premium to the mid market price of an Ordinary Share on 13 March 2008. The
Maximum Tender Price of 11.0 pence per Ordinary Share represents a 63 per cent.
premium to the mid market price of an Ordinary Share on 13 March  2008.

The First Tender Offer is the method which allows Qualifying Shareholders to
tender their Ordinary Shares before the end of the 2007/2008 tax year (however,
there is no guarantee that the First Tender Offer will be completed before the
end of the 2007/2008 tax year).  The Second Tender Offer is the method which
allows Qualifying Shareholders to tender their Ordinary Shares in the 2008/2009
tax year.  This offer will be implemented by means of a grant to Collins Stewart
of a call option.

The Disposal and remaining business of the Company

Information about the Hosting and Network Services Division

The Company has entered into a conditional agreement for the sale to a wholly
owned subsidiary of Oakley L.P.of the Hosting and Network Services Division for
£120.0 million (on an Enterprise Value basis) to be satisfied by £20 million in
Loan Notes (to be issued by a wholly owned subsidiary of Oakley L.P.), the
assumption by the Buyer of certain debt/liabilities (currently expected to be
approximately £10 million) and the balance in cash.

The Hosting and Network Services Division is a leading provider of hosting and
domain names in the UK and of hosting in Germany.  Trading as 123-Reg and
Webfusion, the Hosting and Network Services Division is the UK's largest domain
registrar, offering easy-to-use, high quality, cost-effective products to
consumers, hobbyists and businesses.  In network services, the Hosting and
Network Services Division's Vialtus Solutions business provides integrated
communications solutions to large organisations and mid-market companies. With a
focus on using IP technologies, Vialtus Solutions' products include managed
hosting, mobile worker and remote office security solutions, voice services and
IP networking.

On 13 March 2008, GX Networks Limited (being one of the Hosting and Network
Services Companies) reached agreement to outsource the provision of circuits,
and management of its connecting access network, to Cable & Wireless UK.  The
five-year agreement is scheduled to be completed at the end of March 2008, and
aims to deliver cost savings and efficiency improvements for GX Networks
Limited, as well as improved circuit pricing, supply chain consolidation, and
access to Cable & Wireless' Next Generation Network platform for future product
development.

For the year ended 31 December 2007, the Hosting and Network Services Division
generated revenues of £72.3 million (2006: £61.3 million), an EBITDA of £7.7
million (2006: £8.3 million) and a loss before tax excluding amortisation of
goodwill, inter-company interest and impairments of £0.75 million (2006: loss of
£0.4 million).   As at 31 December 2007, the net tangible assets of the Hosting
and Network Services Division, excluding intangibles, investments and
inter-company balances were £32.7 million (2006: £11.2 million). As at 31
December 2007, the division had approximately 386,000 hosting customers (2006:
331,000).

In 2008, the Hosting and Network Services Division has continued to trade in
line with its performance in the second half of 2007.

Rationale for the Disposal of the Hosting and Network Services Division

Following the Broadband Disposal, the Directors believe that there is not a
compelling strategic fit between the remaining businesses within the Group. The
Independent Directors believe that the Disposal provides an opportunity to
dispose of the Hosting and Network Services Division at an attractive price and
on terms that are fair and reasonable insofar as the Shareholders and the
Company are concerned. The Disposal of the Hosting and Network Services
Division, in conjunction with the Capital Reduction and Tender Offers,
crystallises the substantial value for Shareholders that has been created in
this business over the past three years.

Following the receipt of a number of expressions of interest in the Hosting and
Network Services Division and after a thorough and wide ranging review conducted
with the assistance of UBS, the Independent Directors decided to pursue a
potential sale of the Hosting and Network Services Division, with the Wireless
Joint Venture remaining as the sole operational business of the Company (which
is the entity listed on AIM).

As part of this process, the Independent Directors then considered, with the
assistance of UBS, a number of indicative offers for the Hosting and Network
Services Division and held discussions with several parties. The most attractive
proposal received was from the Buyer.

Role of Peter Dubens in the Disposal and with the Buyer

The holding entity of the Buyer is Oakley L.P., a private equity fund, which is
funding the acquisition of the Hosting and Network Services Division through a
mixture of cash from its own resources and third party debt.

Peter Dubens, who is executive chairman of the Company, is interested in the
Buyer by virtue of his personal commitment of Euro15 million to the first closing
of Oakley L.P. and he is also on the investment committee of Oakley L.P., which
is responsible for making investment decisions.   Peter Dubens is a director of
Oakley Capital Investments Limited, which committed funds to the first closing
of Oakley L.P..

Peter Dubens has not taken part in decisions of the Company relating to the
Disposal. An independent committee of the Board, comprising all of the
Independent Directors and chaired by Laurence Blackall, was established to
consider any proposals in relation to the potential sale of the Group or the
Hosting and Network Services Division. Peter Dubens has therefore not taken
part, inter alia, in the sale process within the Company, the decision to
propose the Disposal Resolution nor in the recommendation given in relation to
the Disposal Resolution. These matters have been dealt with by the Independent
Directors.

Terms of the Disposal of the Hosting and Network Services Division

Under the terms of the Sale Agreement, the Company will dispose of the Sale
Shares to the Buyer.  The Sale Agreement is conditional, inter alia, upon
approval of the Resolutions by Shareholders, Court approval of the Capital
Reduction and upon the completion of the procedure set out in sections 155 to
158 of the Companies Act 1985 to allow certain of the companies in the Hosting
and Network Services Division to give financial assistance in connection with
the Buyer's own debt financing of part of the Consideration (the "Whitewash").

The Disposal is being effected for a total Consideration for £120.0 million (on
an Enterprise Value basis) to be satisfied as to £20 million in Loan Notes, the
assumption by the Buyer of certain debt/liabilities (currently expected to be
approximately £10 million) and the balance in cash. Following Completion, the
consideration will be adjusted on a pound for pound basis if the net asset value
of the Hosting and Network Services Division as at completion is greater or less
than the target net asset value by more than £500,000. The Sale Agreement
contains customary warranties and indemnities relating to the Hosting and
Network Services.

The Loan Notes are repayable at par on the earlier to occur of (i) 18 months
after issue, (ii) certain events of a change of control of the Issuer or (iii)
an initial public offering of the shares of the Issuer or of any holding company
of it. The Issuer may however elect to redeem the Loan Notes at any earlier date
it chooses. Interest is payable by the Issuer to the Company on the principal
amount of the Loan Notes at an annual rate of 8.25 per cent. from the date of
issue until the first anniversary of issue and thereafter at a rate of 10.75 per
cent. Interest is rolled up pending redemption of the relevant Loan Notes and is
payable upon such redemption. The Loan Notes are secured by way of a debenture
over all the assets of the Issuer.

Pursuant to a subordination deed, the Company's right to repayment of the Loan
Notes together with accrued interest ranks ahead of any investor debt due to the
Issuer's shareholders pursuant to any investor loan notes issued by the Issuer
or otherwise.

Group strategy

Following the completion of the Proposals, the Group will consist of the
Company, which will perform head office functions, and a 52 per cent.
shareholding in the Wireless Joint Venture. The Wireless Joint Venture is a
joint venture with Intel Capital which has been established to develop and
market, to business and residential customers, a range of high speed wireless
broadband services over licensed radio spectrum, using the WiMAX radio standard.

In the future the Group may seek to invest in other wireless and communications
services opportunities, both directly and through the Wireless Joint Venture.
The Directors believe that the market for wireless services will continue to
expand, as new communications devices are developed to meet the growing customer
demand for high bandwidth applications and for services which do not require
fixed line connections. The Directors believe that the experience and expertise
available within the Group and the Wireless Joint Venture should enable it to
build a successful wireless services business.

As a result of the Proposals and the Broadband Disposal, the future level of
central costs to be incurred by the Company is expected to be significantly
lower than the Group costs incurred during 2007.

It is anticipated that the composition of the Board will remain unchanged at,
and immediately following, completion of the Proposals.

Net cash resources

As at 30 June 2007 the Group had cash and cash equivalents of approximately £35
million and net indebtedness of £98.2 million. The Broadband Disposal generated
a gross cash receipt of £182 million, of which approximately £93.3 million was
utilised in repayment of the outstanding 3.875 per cent. guaranteed convertible
bonds due 2011 issued by the Company's subsidiary, Pipex Finance (Jersey)
Limited, and a further £35 million was utilised in repayment of bank borrowings.

The Disposal is expected to generate a gross cash receipt at completion of the
Disposal in excess of £90 million (plus the Loan Notes).

Assuming the Tender Offers are taken up in full, the net cash resources of the
Company are expected to comprise, after Full Completion, approximately, £8
million of net cash and approximately £10.6 million held in an escrow account in
respect of the warranties and indemnities given by the Company in respect of the
Broadband Disposal.  In addition, the Company will have the benefit of the Loan
Notes.

If the Tender Offers are not taken up in full, then (to the extent that the
unutilised purchase monies thereby arising are not fully used in increasing the
Tender Price above the Minimum Tender Price) the net cash resources available to
the Group will be increased accordingly.

It is the Company's intention to distribute to its Shareholders the proceeds of
the redemption of the Loan Notes, which are to be repaid by the Issuer to the
Company no later than 18 months after the date of their issue.

FREEDOM4 JV

The Company owns 52 per cent. of the Wireless Joint Venture. The Wireless Joint
Venture was established with Intel Capital in 2006. The Wireless Joint Venture
owns five radio spectrum licences, and is currently building a WIMAX network
which uses licensed spectrum in the 3.6GHz frequency band.

During 2007 FREEDOM4 JV completed technical and commercial WiMAX service trials
in Warwick and Milton Keynes, which indicated significant customer interest in
high-speed wireless broadband services, in both business and consumer markets.
Customers valued in particular the ease of network connection and the network
access speed provided by the service, and the fact that no fixed land-line
subscription is required to receive the service. Based on the results of the
trials, FREEDOM4 JV has developed a set of targeted customer propositions which
were launched in Milton Keynes and Manchester in January 2008.

FREEDOM4 JV currently plans a targeted roll out of its WiMAX network and service
offerings, focusing initially on small business customers, with fixed wireless
services distributed through indirect sales channels, at price points
competitive with equivalent fixed line services. The WiMAX network coverage will
initially target areas of concentrated small business demand, mainly in the
North-West and Milton Keynes. This targeted roll-out plan will enable FREEDOM4
JV to refine its service offerings and business model, and optimise capital and
operational efficiency.

Conditional on the successful execution of its initial, targeted roll out plans,
FREEDOM4 JV then plans to extend its service offerings into the consumer market
using new direct sales channels, as well as an expanded range of indirect
channel partners. Conditional on obtaining an amendment to the spectrum licence
conditions to permit deployment of nomadic and mobile services, FREEDOM4 JV
would also seek to launch a range of mobile communications services. Under its
current business plan, FREEDOM4 JV aims to offer a range of fixed and mobile
wireless broadband services in 50 towns and cities by the end of 2010, sold
through direct and indirect channels into both business and consumer markets.

Spectrum licences

The Wireless Joint Venture owns five radio spectrum licenses. Licence 267056
grants the right to use in perpetuity 84MHz of specified spectrum in the 3.6GHz
band, subject to payment of an annual fee of £821,000. The licence is currently
for fixed access only, but a licence amendment has been requested to permit
deployment of nomadic and mobile services. The licence provides nationwide
coverage and was modified during 2006 to permit WiMAX radio deployment. The
spectrum in the licensed frequency band has been designated by the EU as
suitable for wireless broadband access, and will be effective for provision of
high-speed data access. The 84 MHz of capacity will enable high volumes of
customers and data traffic to be served. Licence 267056 also grants the right to
use 84MHz of radio spectrum in the 4.0GHz frequency band, which is suitable for
long-distance, fixed-link data traffic "back-haul". The licence is owned by
FREEDOM4 Access Limited, a wholly owned subsidiary of FREEDOM4 JV.

Licences 240558, 240565, 240566 and 307338 grant the rights to use 112 MHz of
spectrum in the 28GHz frequency band. Together these four licences provide
geographic coverage of all of Great Britain. This licensed spectrum is suitable
for very high capacity, fixed link data traffic "back-haul". These licences
grant the right to use the specified spectrum over the defined geographies until
the end of 2015 (except for licence 307338 which runs until 2023) and are not
subject to annual fee payments. These four licences are owned by a wholly owned
subsidiary of FREEDOM4 JV.

Based on the potential commercial utilisation of the Wireless Joint Venture's
licensed spectrum, the shortage of other suitable high-capacity spectrum in the
UK and transactions in a number of other markets involving broadly comparable
blocks of spectrum, the Directors believe that the spectrum licences currently
owned by the Wireless Joint Venture represent an asset of significant potential
value for the Group.

WiMAX Technology

WiMAX is a standards based (IEEE 802.16) wireless access technology which
delivers an attractive combination of range and access speed and bandwidth. In
normal operating conditions it can deliver speeds of more than 10 Mbits/second,
with a range of more than 10.0 kilometres in an outdoor environment, and between
0.5 kilometres and 2.0 kilometres when an indoor aerial is deployed. Unlike a
number of other network access technologies currently marketed, WiMAX can
provide symmetrical uplink and downlink speeds, which is increasingly important
as customers' internet use becomes more interactive. Roll out of WiMAX networks
and commercial deployment of services across these networks is well advanced in
a number of other markets, including the USA. A wide variety of WiMAX terminals,
including laptop PCs, USB plug-ins and handsets are currently being developed by
major vendors such as Intel and Nokia, both of whom have announced planned
launches of mass-market WiMAX enabled customer devices during 2008.

Financial information and prospects of the Group and the Wireless Joint Venture

The Company currently owns 52 per cent. of the issued voting share capital of
FREEDOM4 JV. Under the terms of the shareholder agreement relating to FREEDOM4
JV, key business decisions require approval by both the Company and Intel
Capital. As a consequence, the Company does not have full management control of
FREEDOM4 JV and therefore accounts for it as a joint venture.

The Wireless Joint Venture is an early stage business, with no material revenues
to date. For the year ended 31 December 2007 the Company's share of the Wireless
Joint Venture is currently expected to be a loss before tax of £1.8 million. As
at 31 December 2007, the Company's share of the net assets of the Wireless Joint
Venture was approximately £8.1 million.

The last round of investment in FREEDOM4 JV took place in January 2008 when the
Company invested US$7.7 million in cash taking the Company's total cash
investment in FREEDOM4 JV US$12.7 million. In addition, the Company transferred
four spectrum licences into the joint venture when FREEDOM4 JV was established.
The Company has conditionally committed to invest a further US$7.7 million in
cash in FREEDOM4 JV and the Directors currently expect this investment to take
place early in the second quarter of 2008. The Company has additionally
committed to invest a further US$6.6 million in cash in FREEDOM4 JV as and when
the financial needs of FREEDOM4 JV require it. The Company's long-term funding
for the Wireless Joint Venture will be dependant on the successful
implementation of the first phase of FREEDOM4 JV's network and services
roll-out.

The Board believes that following the completion of the Proposals the working
capital available to the Group will be sufficient for its present requirements,
that is for at least 12 months from completion of the Proposals.

General Meeting

The implementation of the Disposal and the Tender Offers require the approval of
Shareholders at the General Meeting, which is convened for 9.00 am on 1 April
2008, at the offices of SJ Berwin, 10 Queen Street Place, London, EC4R 1RE.

Recommendation

The Independent Directors believe that the Disposal is, and the Directors
believe that the Tender Offers and the purchase by the Company from Collins
Stewart of the tendered Ordinary Shares for cancellation are, in the best
interests of the Company and Shareholders as a whole. The Directors further
believe that the Tender Offers offer Shareholders a good opportunity potentially
to realise part or, in the case of holders of Option Shares and Warrant Shares,
potentially all of their investment in the Company.

The Independent Directors unanimously recommend Shareholders to vote in favour
of the Disposal Resolution, as they have undertaken to do in respect of
shareholdings  of their own or which they are interested, totaling 397,855
Ordinary Shares (representing approximately 0.02 per cent. of the Existing
Ordinary Shares).

Furthermore, the Board unanimously recommends Shareholders to vote in favour of
Resolution 2 to grant authority to the Company to effect market purchases of
Ordinary Shares for purposes of the Tender Offers, as they have undertaken to do
in respect of shareholdings of their own or which they are interested, totaling
139,286,744 Ordinary Shares (representing approximately 5.78 per cent. of the
Existing Ordinary Shares).

The Board is making no recommendation to Option Holders or Warrant Holders in
relation to exercise of their Options or Warrants. Neither is the Board making
any recommendation to Qualifying Shareholders in relation to participation in
the Tender Offers. Whether or not Option Holders or Warrant Holders decide to
exercise their Options or Warrants and whether or not and how Qualifying
Shareholders decide to tender their Ordinary Shares will depend, amongst other
things, on their view of the Company's prospects and their own individual
circumstances, including their tax position. Option Holders, Warrant Holders and
Qualifying Shareholders are recommended to consult a duly authorised independent
financial adviser and make their own decision."

                               EXPECTED TIMETABLE

                                                                         2008

Opening of Tender Offers                                                 15 March

Date for the Court hearing of the petition to confirm the
Capital Reduction                                                        19 March

Date on which Capital Reduction becomes effective                        20 March

Latest time and date for receipt of Forms of Proxy for
the General Meeting                                                      9.00 a.m. on 30 March

General Meeting                                                          9.00 a.m. on 1 April

Completion of Disposal                                                   2 April

Latest time and date for receipt by the Company of Forms of
Instructions and Tender Forms from Warrant Holders and
from Option Holders and the time relevant Warrants and
Options are deemed to be exercised                                       1.00 p.m. on 2 April

Warrant Shares allotted to exercising Warrant Holders and                between 1.00 p.m. and
Option Shares allotted to exercising Option Holders                      4.00 p.m. on 2 April

Admission of Warrant Shares and Option Shares                            8.00 a.m. on 3 April

Latest time and date for receipt of Tender Forms and
TTE instructions in relation to Tender Offers                            1.00 p.m. on 3 April

Record Date for Tender Offers                                            5.00 p.m. on 3 April

Announcement of take-up level under the Tender Offers,
the amount of the Tender Price and related details                       4 April

Last time and date for exercise by Collins Stewart of Call Options       4.00 p.m. on 11 April

Announcement as to whether Call Options exercised                        11 April

Despatch of cheques and payments made through
CREST for consideration due under Tender Offers                          by 18 April

Balance share certificates despatched in respect of any
Unsold certificated Ordinary Shares and CREST accounts
credited in respect of any unsold uncertificated Ordinary Shares         by 18 April




The Tender Offers will only proceed if the Conditions relating to the Tender
Offers are satisfied.  The Conditions include completion of the Disposal. The
Disposal is itself subject to the satisfaction or waiver of a number of
conditions, not all of which are the same as the Conditions.  These conditions
to the Disposal include the Whitewash.  Any delay in satisfaction or waiver of
any of the Conditions could result in First Completion being delayed beyond 5
April 2008 and/or in the Tender Offers lapsing.



                                    --Ends--


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