Acquisition/Placing

Microgen PLC
8 February 2002

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

                                                           8 February 2002

                                  MICROGEN PLC

  ACQUISITION OF OST STRENGTHENS MICROGEN'S POSITION IN INFORMATION MANAGEMENT
                                   SOLUTIONS

                  PLACING OF 5.12 MILLION NEW ORDINARY SHARES


Highlights

•  Acquisition of OST for an initial consideration of £6.6 million in cash
and/or loan notes and £7.3 million in new Microgen ordinary shares



•  Further consideration of up to £5.7 million subject to certain
performance conditions


•  Earnings enhancing in 2002 (before goodwill amortisation)


•  Extends Microgen's information management strategy into financial
services sector

•  Placing of  5.12 million new ordinary shares of Microgen plc at 84
pence per share

•  Preliminary results at upper end of market expectations with profit
before tax and goodwill amortisation of £1.7 million and revenue of £21.0
million


Martyn Ratcliffe, Chairman of Microgen plc, commented:

'The acquisition of OST further strengthens the Microgen information management
strategy, bringing compatible skills, technology and new customer sectors into
the Group. OST has a strong track record of revenue and profit growth and the
acquisition is expected to be earnings enhancing for the enlarged Group in the
current year.'


Jeremy Wood, Director of OST, commented:


'We are pleased to become part of Microgen plc and are confident that the
Group's expertise in information management and business process integration
will provide opportunities to continue the growth and development of OST. With
the resources available to us as part of the Microgen Group, we anticipate being
able to expand the solutions and services provided to OST's customers.'


Contacts:


Martyn Ratcliffe        Executive Chairman                     01753 847 123
Mike Phillips           Group Finance Director                 01753 847 123


Press contacts:

Steve Liebmann          Buchanan Communications                020 7466 5000
John Woolland           UBS Warburg                            020 7567 8000


There will be a presentation to analysts at the offices of UBS Warburg, 1
Finsbury Avenue, London EC2M 2PP at 11.00 a.m today.


Details of the Acquisition


The Board announced on 8 February 2002 that Microgen has agreed to acquire OST,
a provider of integration solutions to financial institutions, and is proposing
to raise approximately £4.3 million (before expenses) by means of the Placing.
An EGM has been convened for 26 February 2002 to consider a resolution in order
to approve the Acquisition



Under the terms of the Acquisition Agreement, the Company will acquire the whole
of the issued share capital of OST for an initial consideration of £13.9
million, of which £7.3 million will be satisfied by the issue of the
Consideration Shares, £4.3 million in Loan Notes and £2.3 million in cash.
Deferred consideration of up to £5.7 million will be paid in a combination of
cash and Ordinary Shares in the event that OST achieves certain financial
targets in the period from Completion to 31 December 2002.



5,116,373 New Ordinary Shares representing approximately 9.99 per cent. of
Microgen's issued share capital prior to the Placing are to be placed with
institutional investors at a price of 84p per share. The net proceeds of the
Placing (approximately £4.2 million) received by Microgen will be applied
towards payment of the cash consideration due on Completion of the Acquisition.
The total aggregate amount of Ordinary Shares that will be issued as a result of
the Placing and Completion of the Acquisition amounts to 13,418,894.



In view of OST's size in relation to Microgen, the Acquisition is conditional on
the approval of Shareholders which is to be sought at the EGM.



Information on OST



Overview

OST is a UK-based provider of integration solutions to large financial
institutions. OST's core product provides business users with a business rules
generation tool and offers a core integration component for the many disparate
front, middle and back office systems in financial services organisations.


In the financial year ended 31 December 2001, 35 per cent. of revenue was
generated from licence sales of OST software products and 65 per cent. from
associated services including implementation consultancy and maintenance.


A circular to Shareholders containing further information about the Acquisition
and OST will be posted shortly.  Subject to satisfaction of the conditions,
completion of the Acquisition is anticipated on 27 February 2002.


Products and services


Products

OST's core software product enables end users, typically financial accountants,
to define, build, test and implement financial and accounting rules via a
Graphical User Interface. The rules are applied to process 'business events''
data from multiple sources (such as trading and settlement systems) in multiple
formats. The resulting information is then delivered to multiple target
applications, for example ERP, financial reporting systems, data warehouses and
MIS to service the organisation's various reporting needs. In the financial year
ended 31 December 2001, 35 per cent. of OST's revenue was generated from licence
sales.


Services

OST also offers consulting and maintenance services relating to the
implementation of OST's software.

•  Implementation consultancy - Encompassing project management and
implementation services which include OST technical consultants, responsible for
integrating the software with the customer's existing infrastructure, and
application consultants, to assist the customer's end users in developing
business rules

•  Maintenance services - OST customers benefit from software maintenance
services including corrective maintenance, software and documentation updates
and help desk services


In the financial year ended 31 December 2001, 65 per cent. of revenue was
generated from services associated with the implementation of OST software.


Customers


The customers of OST include major retail banks and investment banks. OST has
consciously focused on large financial institutions although the OST solution
can also be marketed to smaller organisations in the financial services sector
and organisations in other market sectors.


History and Organisation


OST was founded in 1998 by the OST Directors who, along with the employees of
the business, own 72.7 per cent. of OST. The remaining 27.3 per cent. is owned
by 3i Group which has previously invested £1 million in OST.


The OST Group has a total of over 50 employees and is headquartered in the City
of London, although its team of consultants have carried out implementations in
Continental Europe, the UK and the US.


In addition to OST's London offices, an office was opened in New York in 2000 in
order to provide additional sales and marketing capabilities to target North
American financial institutions.


OST owns the intellectual property relating to the software which has been
developed by OST's software development facility, OST Poland, based in Wroclaw,
Poland, close to one of Poland's leading computer science universities. As a
result, OST Poland boasts a team of well qualified English speaking software
developers and has proved to be a cost effective development facility.


Financial information on OST

The table below sets out certain key financial information on the OST Group.

                                                                     Year ended 31 December
                                                                 2001                  2000                  1999
                                                                £'000                 £'000                 £'000

Turnover                                                        9,303                 4,940                 2,365
Operating profit                                                  894                   407                   273
Profit before tax                                                 928                   433                   264


For the purpose of recognising revenues on software licence sales, OST has
applied the requirements of Statement of Position 97-2 (SOP 97-2), issued by the
American Institute of Certified Public Accountants (AICPA).


Background to and benefits of the Acquisition


Introduction

The Directors believe that the combination of Microgen and OST represents a new
strategic opportunity to enhance Microgen's ability to offer additional business
process integration solutions and services to its existing client base. The
Acquisition also provides opportunities for cross-selling Microgen's products
into OST's customer base, broadening of the products and services offered by
Microgen, and increasing benefits of scale.



Microgen provides information management solutions to its customers, either as
an outsourced service, or through implementation of a solution. The core
competencies of Microgen's existing operations are the ability to translate data
formats through the use of data processing and database management techniques,
enabling customers to enhance their business processes and information
management.



OST focuses on major financial institutions, although the solution can be
marketed to smaller organisations. Its products allow business users to create
and manage business events and processes through a business rules creation tool.
The Directors believe that whilst OST has experienced  success in the financial
services sector, its technology could be applied in other market sectors.


Benefits of the Acquisition


Financial Services Sector access

The combination would provide Microgen with the opportunity to access the
significant opportunities within the financial services sector and, in
particular, within OST's existing client base of large financial institutions.



Cost-effective development skills

The Acquisition provides Microgen with significant high-quality product
development capabilities in the form of OST Poland while offering cost saving
advantages in terms of labour costs. OST Poland, located in Wroclaw, is an
excellent source of highly skilled software developers due to the presence in
Wroclaw of a leading computer science university, and has proved to be a cost
effective development facility.


Strengthened management team

The OST Directors, who will remain with the Enlarged Group, will provide
additional strength to Microgen's operational management team which should
assist in the further development of the Enlarged Group. It is anticipated that
OST will form a new division, Microgen-OST, within the Enlarged Group.



Broadening product and services offering

The acquisition of OST adds new skills and technologies, which would complement
Microgen's existing information management solutions that allow customers to
manage their data to enhance their business processes and information
management.



Benefits of scale

The Directors believe that the Acquisition would strengthen Microgen's position
as a provider of information management solutions. The Enlarged Group is
expected to benefit from greater development and sales resource, improved market
presence and a wider product and service offering. OST's existing business may
benefit from greater opportunities that may not otherwise be available by
becoming part of the Enlarged Group.



Strong financial track record

In the past, OST has been consistently profitable and demonstrated a strong
revenue growth track record, which the Directors believe will provide further
financial strength to the Enlarged Group.



The Directors of Microgen believe that the Acquisition will be earnings
enhancing (before goodwill amortisation).



Principal terms of the Acquisition

Microgen has entered into a conditional share purchase agreement with the
Vendors under which Microgen has agreed to purchase the entire issued share
capital of OST for an initial consideration of £13.9 million, of which £7.3
million will be satisfied in Consideration Shares, £4.3 million in Loan Notes
and £2.3 million in cash. Deferred consideration will be payable up to a maximum
of £5.7 million, comprising £1.2 million in cash or Loan Notes at the discretion
of the Vendors and the balance in Ordinary Shares in the event that OST meets
certain revenue and earnings targets during the period from Completion of the
Acquisition to 31 December 2002.



The Acquisition is conditional on the passing of the Resolutions at the EGM (or
at any adjournment thereof) and Admission of the Consideration Shares.



The maximum deferred consideration will be payable if annualised EBIT amounts to
£1.8 million in the year ended 31 December 2002. No deferred consideration will
be paid unless OST achieves a minimum level of annualised revenues of £11.5
million and annualised EBIT of £1.3 million.



Details of the Placing and application of proceeds

Pursuant to the Placing, which has been arranged by UBS Warburg on behalf of the
Company, the Placing Shares are being conditionally placed with institutional
and other investors at the Placing Price. The Placing is fully underwritten by
UBS Warburg.



Each of the Directors has agreed to participate in the Placing and will take up
in aggregate a total amount of 142,859 New Ordinary Shares in the Placing at the
Placing Price.



The Placing will raise approximately £4.3 million before expenses (approximately
£4.2 million net of expenses) for Microgen.



The Placing Shares represent approximately 9.99 per cent. of the existing issued
share capital of the Company prior to the Placing. The Placing Shares will be
issued credited as fully paid and will rank pari passu with the existing
Ordinary Shares, including the right to receive all dividends and other
distributions declared, made or paid after these are issued. The Company has
applied for Admission of the Placing Shares and it is expected that Admission of
the Placing Shares will take place and that trading will commence in the Placing
Shares on 13 February 2002.



The Placing is conditional, inter alia, on:

(a)        the Placing Agreement becoming unconditional and not having been
terminated in accordance with its terms prior to Admission; and

(b)        Admission becoming effective no later than 13 February 2002 or such
later date as the Company and UBS Warburg agree not being later than 15 February
2002.



After payment of the expenses of the Placing, the net proceeds of the Placing
(approximately £4.2 million) received by Microgen will be applied towards
payment of the cash consideration and securing the Loan Notes due on Completion
of the Acquisition, the balance of which will be met from the Company's own
resources.



The maximum cash cost in the event that the Loan Notes are realised for cash and
the minimum deferred consideration target is achieved is £7.8 million before
taking into account the cash costs of the Acquisition and the Placing.



The Placing is not conditional upon the Acquisition and if the Acquisition does
not achieve Completion, the Placing Proceeds will be first applied in satisfying
costs incurred by the Group in relation to the Acquisition and Placing. The
remaining funds will be placed on deposit and retained to finance the further
development of the Group. If a suitable opportunity arose, the proceeds would
also be available to fund other acquisitions in line with the Group's publicly
stated strategy.



Current trading

Despite the more difficult market environment, the disciplined management
approach adopted by the Board has enabled the Group to deliver a solid
performance in 2001. This disciplined style will be maintained in the year
ahead. The Board believes that the Group's positioning in information management
to enhance business processes (Business Process Integration) is consistent with
customers seeking to utilise information to increase efficiency from existing or
legacy systems. While the Board do not envisage near-term improvement in the IT
market, the progress achieved in the two operating divisions during the past
year is anticipated to continue.



In summary, the Board are pleased with the performance and development of the
Group during the past year.



Prospects for the Enlarged Group

The Directors believe that the Acquisition would strengthen Microgen's position
as a provider of information management solutions. The Enlarged Group is
expected to benefit from greater development and sales resources, improved
market presence and a wider product and service offering.



If approved by Shareholders, the Acquisition will provide greater scale and new
opportunities for the Group. Furthermore, the Board believes that the IT sector
is likely to consolidate and the Board will continue to explore strategic
opportunities for the further development of the Enlarged Group.



General

UBS Warburg is acting for Microgen and no-one else in relation to the
Acquisition and Placing and will not be responsible to any person other than
Microgen for providing the protections afforded to clients of UBS Warburg or for
providing advice in relation to the Acquisition or the Placing or in relation to
the contents of this announcement or any other transaction, arrangement or
matter referred to herein.



Certain statements made in this announcement are forward looking statements.
Such statements are based on current expectations and are subject to a number of
risks and uncertainties that could cause actual results and performance to
differ materially from any expected further results or performances, express or
implied, by the forward looking statements.  Factors that might cause forward
looking statements to differ materially from actual results include, among other
things, regulatory and economic facts.  Microgen assumes no responsibility to
update any of the forward looking statements contained in this announcement.
Further, any indication in this announcement of the price at which Microgen
Ordinary Shares have been bought or sold in the past cannot be relied upon as a
guide to future performance.



This document does not constitute an offer to issue or sell, or the solicitation
of an offer to subscribe for or buy, any New Ordinary Shares to any person in
any jurisdiction.



The New Ordinary Shares have not been, nor will they be, registered under the US
Securities Act of 1933 (the 'Securities Act') or with any securities regulatory
authority of any State or other jurisdiction of the United States, and
accordingly may not be offered or sold within the United States or to, or for
the account of, US persons (as defined in Regulation S under the Securities Act)
except pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. None of the foregoing regulatory
authorities has passed upon or endorsed the merits of the offering of the New
Ordinary Shares or the accuracy or adequacy of this document. Any representation
to the contrary is a criminal offence in the United States.



Further information

Full details of the Acquisition and the Placing, together with the notice of
EGM, are contained in the shareholder circular which is expected to be posted to
Microgen shareholders shortly.



APPENDIX 1



INFORMATION ON OST



CONSOLIDATED PROFIT AND LOSS ACCOUNT


                                                               Year ended 31 December

                                                                           2001             2000             1999
                                                                          £'000            £'000            £'000


Turnover                                                                  9,303            4,940            2,365

Cost of sales                                                           (4,293)          (2,545)          (1,110)

Gross profit                                                              5,010            2,395            1,255
Administrative expenses                                                 (4,116)          (1,988)            (982)

Operating profit                                                            894              407              273
Net interest receivable/(payable)                                            34               26              (9)

Profit on ordinary activities before taxation                               928              433              264
Tax on profit on ordinary activities                                      (235)             (80)             (57)

Profit for the financial year                                               693              353              207
Dividends                                                                  (46)             (86)             (12)

Retained profit for the year                                                647              267              195


Turnover and profit is derived entirely from continuing activities



STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES


                                                               Year ended 31 December

                                                                           2001             2000             1999
                                                                          £'000            £'000            £'000


Profit for the financial year                                               693              353              207

Exchange rate adjustments                                                   (5)                -                -

Total recognised gains and losses                                           688              353              207



CONSOLIDATED BALANCE SHEETS


                                                                                At 31 December
                                                                         2001               2000             1999
                                                                        £'000              £'000            £'000
Fixed assets
Tangible assets                                                            473               381              117


Current assets:
Debtors                                                                  2,638             2,318            1,315
Cash at bank and in hand                                                   803               958              807
                                                                         3,441             3,276            2,122
Creditors: Amounts falling due within one year                         (1,618)           (1,871)          (1,268)

Net current assets                                                       1,823             1,405              854

Total assets less current liabilities                                    2,296             1,786              971

Creditors: Amounts falling due after more than one
year                                                                      (68)             (207)            (169)
Provisions for liabilities and charges                                    (26)              (19)                -

Net assets                                                               2,202             1,560              802


Capital and reserves (including equity and non-equity)
Called up share capital                                                    144                 -                -
Share premium account                                                      817               961              470
Profit and loss account                                                  1,241               599              332

Shareholders' funds                                                      2,202             1,560              802



CONSOLIDATED CASH FLOW STATEMENTS


                                                                                               Year ended 31 December
                                                                                 2001            2000            1999
                                                                                £'000           £'000           £'000
Net cash inflow/(outflow) from operating activities                               470           (171)             384

Returns on investments and servicing of finance
Interest received                                                                  70              66              25
Interest element of hire purchase                                                 (1)             (2)             (2)
Interest element on loan capital                                                 (30)            (32)            (26)

Net cash inflow/(outfow) from returns on investment and
servicing of finance                                                               39              32             (3)

Taxation                                                                         (97)            (50)             (7)

Capital expenditure
Purchase of tangible fixed assets                                               (235)           (347)            (80)
Sale of tangible fixed assets                                                       -               8               2

Net cash outflow from capital expenditure                                       (235)           (339)            (78)

Equity dividends paid                                                            (86)            (12)               -

Cash inflow/(outflow) before financing                                             91           (540)             296

Financing
Issue of equity share capital                                                       -             491               -
Repayment of bank loans                                                         (145)            (84)               -
Capital element of hire purchase                                                  (9)             (8)             (6)
Debenture issue                                                                     -             200               -
Net cash (outflow)/inflow from financing                                        (154)             599             (6)

(Decrease)/increase in cash                                                      (63)              59             290



NOTE 1.  TURNOVER, PROFIT AND NET ASSETS ANALYSIS


                              Year ended 31 December 2000               Year ended 31 December 1999


                                   Products      Services         Total        Products        Services         Total

                                      £'000         £'000         £'000           £'000           £'000         £'000

Turnover                              1,668         3,272         4,940           1,333           1,032         2,365

Cost of sales:
Costs from related party              (633)         (234)         (867)           (503)            (56)         (559)

Consultant costs                          -       (1,678)       (1,678)               -           (551)         (551)

Gross profit                          1,035         1,360         2,395             830             425         1,255

Administrative expenses                                         (1,988)                                         (982)
Net interest
receivable/(payable)                                                 26                                           (9)

Profit on ordinary
activities before taxation                                          433                                           264



                                           Year ended 31 December 2001


                                                   Products         Services            Total

                                                      £'000            £'000            £'000

Turnover                                              3,249            6,054            9,303

Cost of sales:
Costs from related party                              (799)            (311)          (1,110)

Consultant costs                                          -          (3,183)          (3,183)

Gross profit                                          2,450            2,560            5,010

Administrative expenses                                                               (4,116)
Net interest
receivable/(payable)                                                                       34

Profit on ordinary
activities before taxation                                                                928



APPENDIX 2



Definitions



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


'3i Group' means 3i Group plc and its subsidiaries and associates at the date of
this document, as the context requires


' 'A' Ordinary Shares' means the 'A' ordinary shares in the capital of OST, held
by 3i Group plc


'Acquisition' means the proposed acquisition by the Company of the entire issued
share capital of OST pursuant to the Acquisition Agreement


'Acquisition Agreement' means the conditional agreement between the Company and
the Vendors dated 8 February 2002,


'Admission' means the admission of the New Ordinary Shares to the Official List
in accordance with the Listing Rules and to trading on the London Stock
Exchange's market for listed securities


'Business Process Integration' or 'BPI' means the Group's approach in its
business for information management to enhance business processes


'OST Ordinary Shares' means the ordinary shares in the capital of OST


'Companies Act' means the Companies Act 1985 (as amended)


'Completion Accounts' means the Accounts of OST to be prepared pursuant to the
Acquisition Agreement


'Completion' means Completion of the Acquisition which is expected to take place
on 27 February 2002


'Capita IRG Plc' means Capita IRG Plc, 390-398 High Road, Ilford, Essex IG1 1BR


'Consideration Shares' means the 8,302,521 Ordinary Shares being issued as part
of the initial consideration for the acquisition of OST


'CREST' means the relevant system (as defined in the CREST Regulations) in
respect of which CRESTCO Limited is the operator enabling title to securities to
be evidenced and transferred otherwise than by a written instrument


'CREST Regulations' means the Uncertificated Securities Regulations 2001


'Customer Relationship Management' or 'CRM' means a class of business management
systems that enables management of all aspects of interaction that an entity has
with its customer, whether it be sales or service related


'Directors' or 'Board' means the directors of Microgen


'EBIT' means earnings before interest and tax


'EBITDA' means earnings before interest, tax, depreciation and amortisation


'Enlarged Group' means the Microgen Group as enlarged by the Acquisition


'Enterprise Application Integration' or 'EAI' sometimes referred to as
'middleware', EAI is a class of software technology which seeks to integrate and
make interoperable applications across any operating platform and enable
integration of heterogeneous IT architectures


'Enterprise Resource Planning' or 'ERP' means a class of integrated business
management systems that is capable of integrating all facets of an entity's
operations, including planning, manufacturing, sales and marketing.


'Extraordinary General Meeting' or 'EGM' means the extraordinary general meeting
of the Company to be held at 10.00 a.m. on 26 February 2002 (or any adjournments
or postponement thereof


'Financial Services Authority' means the body corporate registered in England
and Wales under number 1920623, of 25 The North Colonnade Canary Wharf London
E14 5HS, having the powers vested in it under The Financial Services and Markets
Act 2000


'Form of Proxy' means the form of proxy for use in connection with the
Extraordinary General Meeting


'Graphical User Interface' or 'GUI' means a graphics based system for
interaction between the computer and the user that incorporates icons, pull-down
menus, and a control device such as a mouse


'Kaisha Agreements' means the acquisition agreement and tax covenant dated 29
March 1999 for the acquisition of the Kaisha Group described in the Kaisha
Circular


'Kaisha Circular' means the circular comprising listing particulars for the
acquisition of the Kaisha Group dated 6 April 1999


'Kaisha Group' means Kaisha Holdings Limited and its subsidiary acquired by the
Company pursuant to the Kaisha Agreements


'Listing Rules' means the listing rules made by the UK Listing Authority under
the Financial Services and Markets Act 2000 and contained in the UK Listing
Authority's publication of the same name


'Loan Notes' means the guaranteed loan notes to be issued to certain of the
Vendors


'London Stock Exchange' means London Stock Exchange plc


'Management Information Systems' or 'MIS' means a class of business management
systems that provides managers with tools for storing, organising and retrieving
business information for the purpose of evaluating their areas of operation


'Microgen' or the 'Company' means Microgen plc


'Microgen Group' or the 'Group' means Microgen and its subsidiary undertakings


'New Ordinary Shares' means the Placing Shares and Consideration Shares


'Official List' means The Official List of the UK Listing Authority


'Ordinary Shares' means ordinary shares of 5 pence each in the capital of the
Company


'OST' or 'OST Business Rules' means OST Business Rules Limited


'OST Directors' means John Allen, Neil Thompson and Jeremy Wood being three of
the Vendors


'OST Group' means OST and its subsidiary undertakings


'OST Poland' means OST Poland sp.zo.o, the software development business of OST
based in Wroclaw, Poland


'Placing' means the conditional placing of the Placing Shares with institutional
and other investors


'Placing Agreement' means the agreement dated 8 February 2002 between the
Company and UBS Warburg in connection with the Placing,


'Placing Price' means 84 pence per Placing Share


'Placing Shares' means the 5,116,373 Ordinary Shares which are to be issued in
connection with the Placing


'Resolutions' means the resolutions to be proposed at the EGM in order to
approve the Acquisition, to increase the authorised share capital of the Company
and to give Directors authority to allot shares


'Securities Act' means the United States Securities Act of 1933 (as amended)


'Share Option Schemes' means the share option schemes of Microgen


'Shareholders' means Holders of Ordinary Shares


'Statement of Position 97-2' or 'SOP 97-2' means a Statement of Position issued
by the American Institute of Certified Public Accountants (AICPA) in October
1997 that provides accounting guidance on software revenue recognition to
companies that earn revenue from licensing, selling, leasing or otherwise
marketing computer software


'Tax Covenant' means the tax covenant between Microgen and the Vendors


'UBS Warburg' means UBS Warburg Ltd., a subsidiary of UBS AG or UBS Warburg AG
as the context requires


'UK Listing Authority' means the Financial Services Authority, acting in its
capacity as the competent authority under the Financial Services and Markets Act
2000


'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern
Ireland


'United States' or 'US' means the United States of America


'Vendors' means the holders of the 'A' Ordinary Shares and the holders of the
OST Ordinary Shares


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