Equity Placing

NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES,
AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

6 August 2009

                                  Bellway plc                                  

 BELLWAY PLC ANNOUNCES A PROPOSED PLACING OF UP TO 5.0% OF ITS ISSUED ORDINARY 
                                 SHARE CAPITAL                                 

Bellway plc ("Bellway" or the "Company" or "the Group"), today announces its
intention to place (the "Placing") up to 5,747,648 new ordinary shares (the
"Placing Shares") with new and existing institutional shareholders. The Placing
represents up to approximately 5.00 per cent of Bellway's existing issued
ordinary share capital.

The Placing is being conducted through an accelerated bookbuild process which
will be launched immediately following this announcement. Citigroup Global
Markets U.K. Equity Limited ("Citi") has been appointed as sole bookrunner and
corporate broker (the "Bookrunner") in respect of the Placing. Rothschild is
acting as sole financial adviser to the Company.

The net proceeds from the placing will help provide Bellway with the financial
flexibility to take advantage of attractive opportunities to acquire land as
they arise.

The Company will make a further announcement once the number of Placing Shares,
if any, and the price at which the Placing Shares are to be placed (the
"Placing Price") have been determined.

Background to the Placing

Bellway has always sought to maintain a soundly financed position commensurate
with changing markets. During the recent economic slow down, this policy has
served the Group well and Bellway was not compelled to renegotiate its banking
facilities. Bellway has sought to generate cash from housing sales and by
controlling its land and work in progress spend to match market demand. The
Group has reduced net debt from £218m as at 31 July 2008 to approximately £37m
as announced in today's trading update. Bellway's current banking facilities
amount to £370m, with £290million available for drawdown under such facilities
as at 31 July 2009.

As set out in the trading update issued today, Bellway has seen a stabilisation
in demand for new homes, with the southern region stronger than the north. As a
result, Bellway is now looking at a combination of selectively increasing work
in progress spend on existing developments, where stock levels have fallen, and
increasing the number of new developments. The Group has started to buy land
and has been successful in contracting to acquire potential sites predominantly
in the southern region, where activity levels are higher, at prices which the
Board believes will deliver attractive margins. Furthermore, the Board believes
that many of the Group's traditional competitors in the land market are not
present or are only present at a reduced level. The Group is currently aware of
a number of attractive opportunities to acquire land.

The Board believes that this growth should be financed through new equity and
from drawing down under the Group's available existing debt facilities. It also
believes that this strategy will enhance value for shareholders and provide the
right capital structure for Bellway to continue to meet its growth plans. The
land market remains relatively illiquid and hence the Board believes that the
anticipated quantum to be raised is appropriate, taking into account the debt
facilities available to the Group.

Details of the Placing

The Placing is being conducted through an accelerated book-building process to
be carried out by Citigroup Global Markets U.K. Equity Limited ("Citi"), who is
acting as sole bookrunner (the "Bookrunner").

The timing of the closing of the book, pricing and allocations are at the
discretion of Bellway and Citi. The number of Placing Shares and the price at
which the Placing Shares are to be placed (the "Placing Price") are subject to
agreement between Bellway and Citi at the close of the book-building process.
Details of the number of Placing Shares and the Placing Price will be announced
as soon as practicable after the close of the book-building process.

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing ordinary shares of 12.5 pence each
in the capital of the Company, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of such shares
after the date of issue of the Placing Shares. The Placing will be made on a
non-pre-emptive basis. If all the Placing Shares are placed, it would represent
an increase of up to approximately 5.00 per cent of the current issued ordinary
share capital of the Company, and the Placing Shares would represent
approximately 4.76 per cent of the enlarged issued ordinary share capital of
the Company.

The Company will apply for admission of the Placing Shares to listing on the
Official List of the Financial Services Authority and to trading on the main
market of the London Stock Exchange plc ("Admission"). It is expected that
Admission will take place and that trading will commence on 11 August 2009.

The Placing is conditional upon, amongst other things, Admission becoming
effective. The Placing is also conditional on the Placing Agreement between the
Company and Citi not being terminated prior to Admission.

The Appendix to this announcement (which forms part of this announcement) sets
out the terms and conditions of the Placing.

This announcement, including the Appendix (together "this Announcement"), is
not for distribution directly or indirectly in or into the United States,
Australia, South Africa, Canada or Japan or any other jurisdiction where to do
so would constitute a violation of the relevant laws of such jurisdiction. This
Announcement does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company in the
United States, Australia, South Africa, Canada or Japan or any jurisdiction in
which such an offer or solicitation would be unlawful. The shares in the
Company referred to in this Announcement have not been and will not be
registered under the US Securities Act of 1933, as amended ("Securities Act")
and may not be offered or sold within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. No public offering of the shares referred
to in this Announcement is being made in the United Kingdom, the United States
or elsewhere.

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Citi or by any of its affiliates or agents as to or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.

Citi, which is authorised and regulated by the Financial Services Authority, is
acting for the Company in connection with the Placing and no-one else and will
not be responsible to anyone other than the Company for providing the
protections afforded to clients of Citi nor for providing advice in relation to
the Placing.

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

Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that are
not historical facts. Such forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. These statements are not guarantees of future
performance and are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given these risks and
uncertainties, prospective investors are cautioned not to place undue reliance
on forward-looking statements. Forward-looking statements speak only as of the
date of such statements and, except as required by applicable law, the Company
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which ordinary shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of the shares.

END

For further information, please contact:

Bellway plc

John Watson, Chief Executive [phone]

Alistair Leitch, Finance Director

Citi

Andrew Forrester [phone]

Dimitrios Georgiou

Robert Redshaw

Rothschild

Alex Midgen [phone]

Nigel Himsworth

Kevin Ramsden

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY OR ACQUIRE SHARES IN THE CAPITAL OF BELLWAY PLC
IN THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN OR ANY
JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE
SHARES IN THE COMPANY REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES
ACT") AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SHARES REFERRED
TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, THE UNITED STATES
OR ELSEWHERE.

APPENDIX

FURTHER INFORMATION ON THE PLACING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO
THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA, JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF SUCH JURISDICTION.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (WITHIN ARTICLES 2.1(e) (I),
(II) OR (III) OF THE EC PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER");
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN
(A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN
OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

Subject to certain exceptions, persons who are invited to and who choose to
participate in the Placing, by making an oral or written offer to subscribe for
Placing Shares (the "Placees"), will be deemed to have read and understood this
Announcement, including this Appendix, in its entirety and to be making such
offer on the terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this Appendix. In
particular each such Placee represents, warrants and acknowledges that it is:

 a. a Relevant Person (as defined above) and undertakes that it will acquire,
    hold, manage or dispose of any Placing Shares that are allocated to it for
    the purposes of its business; and
   
 b. either (i) outside the United States and is subscribing for the Placing
    Shares in an "offshore transaction" (within the meaning of Regulation S
    under the Securities Act) or (ii) a "qualified institutional buyer" (as
    defined in Rule 144A under the Securities Act) and has duly executed an
    investor letter in a form provided to it and delivered the same to the
    Bookrunner or its affiliates.
   
The Company and Citigroup Global Markets U.K. Equity Limited ("Citi") will rely
upon the truth and accuracy of the foregoing representations, acknowledgements
and agreements.

This Announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction in which such offer or solicitation would be or may be unlawful.
This Announcement and the information contained herein is not for publication
or distribution, directly or indirectly, to persons in the United States,
Australia, South Africa, Canada or Japan or in any other jurisdiction where to
do so would constitute a violation of the relevant laws of such jurisdiction.
No public offer of securities of the Company is being made in the United
Kingdom the United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not
been and will not be registered under the Securities Act and may not be
offered, sold or transferred within the United States except pursuant to an
exemption from, or as part of a transaction not subject to, the registration
requirements of the Securities Act. Any offering to be made in the United
States will be made to a limited number of qualified institutional buyers ("
QIBs") within the meaning of Rule 144A under the Securities Act pursuant to an
exemption from or in a transaction not subject to registration under the
Securities Act.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any State securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States.

The relevant clearances have not been, and nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus has
been lodged with or registered by the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the Placing Shares have not
been, and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia, South
Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Canada,
Australia, South Africa or Japan or any other jurisdiction outside the United
Kingdom.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or the
announcement of which it forms part should seek appropriate advice before
taking any action.

Details of the Placing Agreement and the Placing Shares

Citi has entered into a Placing Agreement (the "Placing Agreement") with the
Company under which it has, on the terms and subject to the conditions set out
therein, as agent for and on behalf of the Company, undertaken to use all
reasonable endeavours to procure subscribers for the Placing Shares.

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares in the
capital of the Company ("Ordinary Shares") including the right to receive all
dividends and other distributions declared in respect of such Ordinary Shares
after the date of issue of the Placing Shares.

In this Appendix, unless the context otherwise requires, Placee means a person
(including individuals, funds or others) on whose behalf a commitment to
subscribe for Placing Shares has been given.

Application for listing and admission to trading

Application will be made to the Financial Services Authority (the "FSA") for
admission of the Placing Shares to the Official List of the UK Listing
Authority (the "Official List") and to London Stock Exchange plc for admission
to trading of the Placing Shares on its main market for listed securities
(together, "Admission"). It is expected that Admission will become effective on
or around 11 August 2009 and that dealings in the Placing Shares will commence
at that time.

Bookbuild

Citi will today commence the bookbuilding process in respect of the Placing
(the "Bookbuild") to determine demand for participation in the Placing by
Placees. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.

Citi and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.

Participation in, and principal terms of, the Placing

1. Citi is arranging the Placing as sole bookrunner (the "Bookrunner") and
agent of the Company.

2. Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner
and its affiliates are entitled to enter bids in the Bookbuild as principal.

3. The Bookbuild will establish a single price payable to the Bookrunner by all
Placees whose bids are successful (the "Placing Price"). The Placing Price and
the aggregate proceeds to be raised through the Placing will be agreed between
the Bookrunner and the Company following completion of the Bookbuild and any
discount to the market price of the Ordinary Shares will be determined in
accordance with the Listing Rules. The Placing Price and the number of Placing
Shares will be announced on a Regulatory Information Service following the
completion of the Bookbuild (the "Pricing Announcement").

4. To bid in the Bookbuild, Placees should communicate their bid by telephone
to their usual sales contact at the Bookrunner. Each bid should state the
number of Placing Shares which the prospective Placee wishes to subscribe for
at either the Placing Price which is ultimately established by the Company and
the Bookrunner or at prices up to a price limit specified in its bid. Bids may
be scaled down by the Bookrunner on the basis referred to in paragraph 8 below.

5. The Bookbuild is expected to close no later than 5.00p.m. (London time) on 6
August 2009 but may be closed earlier or later at the discretion of the
Bookrunner. The Bookrunner may, in agreement with the Company, accept bids that
are received after the Bookbuild has closed. The Company reserves the right
(upon the agreement of the Bookrunner) to reduce or seek to increase the amount
to be raised pursuant to the Placing, in its absolute discretion.

6. Each prospective Placee's allocation will be confirmed to Placees orally by
the Bookrunner (as agent of the Company) following the close of the Placing,
and a trade confirmation will be dispatched as soon as possible thereafter. The
oral confirmation to such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a Placee) in favour
of the Bookrunner and the Company, under which it agrees to subscribe for the
number of Placing Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix and in accordance with the Company's
Memorandum and Articles of Association.

7. The Company will make a further announcement following the close of the
Bookbuild detailing the number of Placing Shares to be issued and the price at
which Placing Shares have been placed.

8. Subject to paragraphs 4 and 5 above, the Bookrunner may choose to accept
bids, either in whole or in part, on the basis of allocations determined at
their discretion (in agreement with the Company) and may scale down any bids
for this purpose on such basis as it may determine. The Bookrunner may also,
notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the
Company (i) allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time and (ii) allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after that time.

9. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Announcement and will be legally binding on the Placee on
behalf of which it is made and except with the consent of the Bookrunner will
not be capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Bookrunner as agent of the Company, to pay it
(or as it may direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has agreed to
subscribe and the Company has agreed to allot and issue to that Placee. Each
Placee's obligations will be owed to the Company and to the Bookrunner.

10. Except as required by law or regulation, no press release or other
announcement will be made by Citi or the Company using the name of any Placee
(or its agent), in its capacity as Placee (or agent), other than with such
Placee's prior written consent.

11. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired pursuant
to the Placing will be required to be made at the same time, on the basis
explained below under "Registration and Settlement".

12. All obligations under the Bookbuild and Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".

13. By participating in the Bookbuild, each Placee will agree that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.

14. To the fullest extent permissible by law, neither Citi nor any of its
affiliates shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, neither Citi nor any
of its affiliates shall have any liability (including to the extent permissible
by law, any fiduciary duties) in respect of the Bookrunner's conduct of the
Bookbuild or of such alternative method of effecting the Placing as Citi and
the Company may agree.

Conditions of the Placing

The obligations of Citi under the Placing Agreement in respect of the Placing
Shares are conditional on, inter alia:

(a) agreement being reached between the Company and Citi on the Placing Price
and the number of Placing Shares;

(b) Admission taking place not later than 8.00 a.m. on 11 August 2009 or such
later date as the Company and the Bookrunner may otherwise agree;

(c) the Company allotting, subject only to Admission, the Placing Shares in
accordance with the Placing Agreement.

If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by Citi by the respective time
or date where specified (or such later time or date as the Company and Citi may
agree), or (ii) the Placing Agreement is terminated in the circumstances
specified below, the Placing in relation to the Placing Shares will lapse and
each Placee's rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by it in respect thereof.

Citi may, at its discretion and upon such terms as it thinks fit, waive
compliance by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement save that
the above condition relating to Admission taking place may not be waived. Any
such extension or waiver will not affect Placees' commitments as set out in
this Announcement.

None of Citi, the Company or any other person shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it may make as to whether or not to waive
or to extend the time and / or the date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the absolute
discretion of Citi.

Right to terminate under the Placing Agreement

Citi is entitled, at any time before Admission, to terminate the Placing
Agreement in relation to its obligations in respect of the Placing Shares by
giving notice to the Company in certain circumstances, including a breach of
the warranties given to Citi in the Placing Agreement, the failure of the
Company to comply with obligations which are material in Citi's opinion or, the
occurrence of a force majeure event which in the opinion of Citi, is likely to
prejudice the success of the Placing.

By participating in the Placing, Placees agree that the exercise by Citi of any
right of termination or other discretion under the Placing Agreement shall be
within the absolute discretion of Citi and that they need not make any
reference to Placees and that they shall have no liability to Placees
whatsoever in connection with any such exercise.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved
by the FSA in relation to the Placing and Placees' commitments will be made
solely on the basis of the information contained in this Announcement
(including this Appendix) released by the Company today, and subject to the
further terms set forth in the trade confirmation to be provided to individual
prospective Placees. Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation, warranty, or
statement made by or on behalf of the Company or Citi or any other person and
none of Citi or the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB0000904986) following
Admission will take place within the system administered by Euroclear UK &
Ireland Limited ("CREST"), provided that, the Company reserves the right to
require settlement for and delivery of the Placing Shares (or a portion
thereof) to Placees by such other means that it deems necessary if, in the
Bookrunner's and the Company's opinion, delivery or settlement is not possible
or practicable within the CREST system within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation in accordance
with the standing arrangements in place with the Bookrunner, stating the number
of Placing Shares allocated to it at the Placing Price and settlement
instructions. Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with either the standing
CREST or certificated settlement instructions that it has in place with the
Bookrunner.

The Company will deliver the Placing Shares to a CREST account operated by Citi
as agent for the Company (which will hold the Placing Shares as nominee for the
Placees until the registration of the Placees) and Citi will enter its delivery
(DEL) instruction into the CREST system. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.

It is expected that settlement will be on 11 August 2009 on a T+3 basis in
accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by the Bookrunner.

Each Placee is deemed to agree that, if it does not comply with these
obligations, Citi may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for Citi's account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest, fines or
penalties) which may arise upon the sale of such Placing Shares on such
Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.

Representations and Warranties

By participating in the Placing each Placee who is located outside the United
States (and any person acting on such Placee's behalf):

  * represents and warrants that it has read this Announcement, including the
    Appendix, in its entirety and that its acquisition of Placing Shares is
    subject to and based upon all the terms, conditions, representations,
    warranties, acknowledgements, agreements and undertakings and other
    information contained herein;
   
  * acknowledges that no offering document or prospectus has been prepared in
    connection with the placing of the Placing Shares and represents and
    warrants that it has not received a prospectus or other offering document
    in connection therewith;
   
  * acknowledges that the Ordinary Shares are listed on the Official List of
    the FSA, and the Company is therefore required to publish certain business
    and financial information in accordance with the rules and practices of the
    FSA (the "Exchange Information"), which includes a description of the
    nature of the Company's business and the Company's most recent balance
    sheet and profit and loss account and similar statements for preceding
    years, and that it has reviewed such Exchange Information as it has deemed
    necessary, and that it is able to obtain or access such Exchange
    Information without undue difficulty, and is able to obtain access to such
    information or comparable information concerning any other publicly traded
    company, without undue difficulty. None of Citi, the Company or any of
    their respective affiliates has made any representations to it, express or
    implied, with respect to the Company, the Placing and the Placing Shares or
    the accuracy, completeness or adequacy of the Exchange Information. It
    understands that the Exchange Information has been prepared in accordance
    with the UK format, style and content requirements, which differs from US
    format, style and content requirements;
   
  * acknowledges that none of Citi or the Company nor any of their affiliates
    nor any person acting on behalf of any of them has provided, and will not
    provide it, with any material regarding the Placing Shares or the Company
    other than this Announcement; nor has it requested any of Citi, the
    Company, any of their affiliates or any person acting on behalf of any of
    them to provide it with any such information;
   
  * acknowledges that the content of this Announcement is exclusively the
    responsibility of the Company and that neither Citi nor any of its
    affiliates nor any person acting on behalf of any of them has or shall have
    any liability for any information, representation or statement contained in
    this Announcement or any information previously published by or on behalf
    of the Company and will not be liable for any Placee's decision to
    participate in the Placing based on any information, representation or
    statement contained in this Announcement prospectus or otherwise. Each
    Placee further represents, warrants and agrees that the only information on
    which it is entitled to rely and on which such Placee has relied in
    committing itself to acquire the Placing Shares is contained in this
    Announcement, such information being all that it deems necessary to make an
    investment decision in respect of the Placing Shares and that it has
    neither received nor relied on any other information given or
    representations, warranties or statements made by any of Citi, its
    affiliates or the Company and none of Citi, its affiliates or the Company
    will be liable for any Placee's decision to accept an invitation to
    participate in the Placing based on any other information, representation,
    warranty or statement. In particular, each Placee, by accepting a
    participation in the Placing, acknowledges that this Announcement does not
    contain information that would be required to be included in a prospectus
    approved by the FSA. Each Placee further acknowledges and agrees that it
    has relied on its own investigation of the business, financial or other
    position of the Company in deciding to participate in the Placing. Nothing
    in this paragraph or otherwise in this Announcement excludes the liability
    of any person for fraudulent misrepresentation made by that person;
   
  * represents and warrants that it has neither received nor relied on any
    confidential price sensitive information concerning the Company in
    accepting this invitation to participate in the Placing;
   
  * acknowledges that none of Citi nor any person acting on its behalf nor any
    of its affiliates has or shall have any liability for any publicly
    available or filed information including (without limitation) the Exchange
    Information or any representation relating to the Company, provided that
    nothing in this paragraph excludes the liability of any person for
    fraudulent misrepresentation made by that person;
   
  * acknowledges that any sales in the United States will be made in reliance
    on an exemption from registration under the Securities Act or in a
    transaction not subject to registration and that any sales outside the
    United States are being made in accordance with Regulation S under the
    Securities Act;
   
  * acknowledges that no representation has been made as to the availability of
    any exemption under the Securities Act for the reoffer, resale, pledge or
    transfer of the Placing Shares;
   
  * unless otherwise specifically agreed with Citi and the Company, represents
    and warrants that neither it nor the beneficial owner of such Placing
    Shares is, nor at the time the Placing Shares are acquired will be, a
    resident of Canada, Australia, South Africa or Japan;
   
  * acknowledges that the Placing Shares have not been and will not be
    registered under the securities legislation of Canada, Australia, South
    Africa or Japan and, subject to certain exceptions, may not be offered,
    sold, taken up, renounced or delivered or transferred, directly or
    indirectly, within those jurisdictions;
   
  * represents and warrants that the allotment or issue to it, or the person
    specified by it for registration as holder, of Placing Shares will not give
    rise to a liability under any of sections 67, 70, 93 or 96 of the Finance
    Act 1986 (depositary receipts and clearance services) and that the Placing
    Shares are not being acquired in connection with arrangements to issue
    depositary receipts or to transfer Placing Shares into a clearance system;
   
  * represents and warrants that it has complied with its obligations in
    connection with money laundering and terrorist financing under the Proceeds
    of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering
    Regulations 2003 (the "Regulations") and, if making payment on behalf of a
    third party, that satisfactory evidence has been obtained and recorded by
    it to verify the identity of the third party as required by the
    Regulations;
   
  * if a financial intermediary, as that term is used in Article 3(2) of the EU
    Prospectus Directive (which means Directive 2003/71/EC and includes any
    relevant implementing measure in any member state) (the "Prospectus
    Directive") (including any relevant implementing measure in any member
    state), represents and warrants that the Placing Shares subscribed by it in
    the Placing will not be acquired on a non-discretionary basis on behalf of,
    nor will they be acquired with a view to their offer or resale to, persons
    in a Member State of the European Economic Area which has implemented the
    Prospectus Directive other than qualified investors, or in circumstances in
    which the prior consent of Citi and the Company has been given to the offer
    or resale;
   
  * represents and warrants that it has not offered or sold and, prior to the
    expiry of a period of six months from Admission, will not offer or sell any
    Placing Shares to persons in the United Kingdom, except to persons whose
    ordinary activities involve them in acquiring, holding, managing or
    disposing of investments (as principal or agent) for the purposes of their
    business or otherwise in circumstances which have not resulted and which
    will not result in an offer to the public in the United Kingdom within the
    meaning of section 85(1) of the Financial Services and Markets Act 2000 ("
    FSMA");
   
  * represents and warrants that it has not offered or sold and will not offer
    or sell any Placing Shares to persons in the European Economic Area prior
    to Admission except to persons whose ordinary activities involve them in
    acquiring, holding, managing or disposing of investments (as principal or
    agent) for the purposes of their business or otherwise in circumstances
    which have not resulted in and which will not result in an offer to the
    public in any member state of the European Economic Area within the meaning
    of the Prospectus Directive (including any relevant implementing measure in
    any member state);
   
  * represents and warrants that it has only communicated or caused to be
    communicated and will only communicate or cause to be communicated any
    invitation or inducement to engage in investment activity (within the
    meaning of section 21 of the FSMA) relating to the Placing Shares in
    circumstances in which section 21(1) of the FSMA does not require approval
    of the communication by an authorised person;
   
  * represents and warrants that it has complied and will comply with all
    applicable provisions of the FSMA with respect to anything done by it in
    relation to the Placing Shares in, from or otherwise involving, the United
    Kingdom;
   
  * represents and warrants that it is a "qualified investor" within the
    meaning of the Prospectus Directive (including any relevant implementing
    measure in any member state);
   
  * represents and warrants that it is a person (i) who has professional
    experience in matters relating to investments falling with Article 19(1) of
    the Financial Services and Markets Act 2000 (Financial Promotion) Order
    2005 (the "Order"); (ii) falling within Article 49(2)(A) to (D) ("High Net
    Worth Companies, Unincorporated Associations, etc") of the Order; or (iii)
    to whom this Announcement may otherwise be lawfully communicated;
   
  * represents and warrants that it and any person acting on its behalf is
    entitled to acquire the Placing Shares under the laws of all relevant
    jurisdictions and that it has all necessary capacity and has obtained all
    necessary consents and authorities to enable it to commit to this
    participation in the Placing and to perform its obligations in relation
    thereto (including, without limitation, in the case of any person on whose
    behalf it is acting, all necessary consents and authorities to agree to the
    terms set out or referred to in this Announcement) and will honour such
    obligations;
   
  * undertakes that it (and any person acting on its behalf) will make payment
    for the Placing Shares allocated to it in accordance with this Announcement
    on the due time and date set out herein, failing which the relevant Placing
    Shares may be placed with other subscribers or sold as the Bookrunner may
    in its sole discretion determine and without liability to such Placee;
   
  * acknowledges that none of Citi, nor any of its affiliates, nor any person
    acting on behalf of any of them, is making any recommendations to it,
    advising it regarding the suitability of any transactions it may enter into
    in connection with the Placees and that participation in the Placing is on
    the basis that it is not and will not be treated for these purposes as a
    client of Citi and that Citi has no duties or responsibilities to it for
    providing the protections afforded to its clients or customers or for
    providing advice in relation to the Placing nor in respect of any
    representations, warranties, undertakings or indemnities contained in the
    Placing Agreement nor for the exercise or performance of any of its rights
    and obligations thereunder including any rights to waive or vary any
    conditions or exercise any termination right;
   
  * undertakes that the person whom it specifies for registration as holder of
    the Placing Shares will be (i) itself or (ii) its nominee, as the case may
    be. Neither Citi nor the Company will be responsible for any liability to
    stamp duty or stamp duty reserve tax resulting from a failure to observe
    this requirement. Each Placee and any person acting on behalf of such
    Placee agrees to participate in the Placing and it agrees to indemnify the
    Company and Citi on an after-tax basis in respect of the same on the basis
    that the Placing Shares will be allotted to the CREST stock account of Citi
    who will hold them as nominee on behalf of such Placee until settlement in
    accordance with its standing settlement instructions;
   
  * acknowledges that these terms and conditions and any agreements entered
    into by it pursuant to these terms and conditions and any non-contractual
    obligations related thereto shall be governed by and construed in
    accordance with the laws of England and Wales and it submits (on behalf of
    itself and on behalf of any person on whose behalf it is acting) to the
    exclusive jurisdiction of the English courts as regards any claim, dispute
    or matter arising out of any such contract, except that enforcement
    proceedings in respect of the obligation to make payment for the Placing
    Shares (together with any interest chargeable thereon) may be taken by the
    Company or Citi in any jurisdiction in which the relevant Placee is
    incorporated or in which any of its securities have a quotation on a
    recognised stock exchange;
   
  * agrees that the Company, Citi and their respective affiliates and others
    will rely upon the truth and accuracy of the foregoing representations,
    warranties, acknowledgements and undertakings which are given to Citi on
    its own behalf and on behalf of the Company and are irrevocable;
   
  * agrees to indemnify on an after-tax basis and hold the Company, Citi and
    their respective affiliates harmless from any and all costs, claims,
    liabilities and expenses (including legal fees and expenses) arising out of
    or in connection with any breach of the representations, warranties,
    acknowledgements, agreements and undertakings in this Appendix and further
    agrees that the provisions of this Appendix shall survive after completion
    of the Placing;
   
  * acknowledges that no action has been or will be taken by any of the
    Company, Citi or any person acting on behalf of the Company or Citi that
    would, or is intended to, permit a public offer of the Placing Shares in
    any country or jurisdiction where any such action for that purpose is
    required; and
   
  * acknowledges that it has knowledge and experience in financial, business
    and international investment matters as is required to evaluate the merits
    and risks of subscribing for the Placing Shares. It further acknowledges
    that it is experienced in investing in securities of this nature and is
    aware that it may be required to bear, and is able to bear, the economic
    risk of, and are able to sustain a complete loss in connection with the
    Placing. It has relied upon its own examination and due diligence of the
    Company and its associates taken as a whole, and the terms of the Placing,
    including the merits and risks involved.
   
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a clearance service
and will not give rise to a liability under any of sections 67, 70, 93 or 96 of
the Finance Act 1986. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor Citi will be
responsible. If this is the case, each Placee should seek its own advice and
notify Citi accordingly. Furthermore, each Placee agrees to indemnify on an
after-tax basis and hold Citi and/or the Company and their respective
affiliates harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties or taxes to
the extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.

In addition, Placees should note that they will be liable for, and each Placee
agrees to indemnify on an after-tax basis and hold Citi and/or the Company and
their respective affiliates harmless from, any stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside
the UK by such Placee or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that
Citi does not owe any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Citi or any of its affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the
Bookrunner, any money held in an account with the Bookrunner on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the FSA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from the Bookrunner's money in accordance with the
client money rules and will be used by the Bookrunner in the course of its own
business and the Placee will rank only as a general creditor of the Bookrunner.

All times and dates in this Announcement may be subject to amendment. The
Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any changes.

Past performance is no guide to future performance and persons needing advice
should consult an independent financial advisor.