Acquisition

Hansom Group PLC 28 November 2000 THE HANSOM GROUP PLC ACQUISITION OF FIRST PROPERTY ONLINE LIMITED CHANGE OF NAME INTERIM RESULTS and ADMISSION TO AIM * The Hansom Group PLC announces that it has entered into a conditional contract for the acquisition of the entire issued share capital of First Property Online Limited to be satisfied by the issue of 42,689,858 new Ordinary Shares of Hansom. * fprop is a web based business-to-business property transaction company established to facilitate the buying and selling of UK commercial property which began piloting its web site - www.fprop.com - in May of this year. * It is the intention of the Directors that fprop will become one of the leading UK commercial property web site operators. To accelerate this process fprop has entered into conditional marketing agreements with six Chartered Surveying practices and commercial property companies, namely: - FPDSavills Commercial Limited - CLS Holding plc - Delancey Estates plc - Donaldsons - Fletcher King plc - Moorfield Group plc * Under the conditional agreements, each has agreed to assist in supporting and promoting fprop's business in return for receiving an equity interest in Hansom's enlarged issued share capital. These in total amount to 17.6 per cent. * Additional equity of at least 15 per cent. of the enlarged issued share capital will be made available to attract additional industry partners. * Following completion, it is intended to change the name of the Company to First Property Online plc. * The acquisition is categorised as a reverse takeover under the AIM rules and accordingly requires the approval of shareholders at the Extraordinary General Meeting to be held on 21 December, 2000. Subject to this approval, trading on AIM of the enlarged share capital is expected to commence on 22 December, 2000. Alasdair Locke, Non-Executive Chairman of Hansom, said 'I believe that the acquisition of fprop will provide shareholders with the opportunity to benefit from the very significant growth potential of its innovative platform created to provide online business-to-business commercial property transactions. Although fprop has only been trading for a few months, I believe that it has a head start on its potential online competitors, and, coupled with its tie ups with Savills and the other industry partners, represents an excellent growth opportunity for Hansom shareholders.' ENQUIRIES: The Hansom Group PLC Alasdair Locke 020 7600 2288 First Property Online Limited Ben Habib 020 7828 2080 Tavistock Communications Jeremy Carey / Peter 020 7600 2288 Willetts Granville Baird Shaun Dobson 020 7488 1212 INTRODUCTION Hansom announces that it has entered into conditional agreements for the acquisition of the entire issued share capital of First Property Online Limited to be satisfied by the issue of 42,689,858 new Ordinary Shares. fprop is a web based business-to-business property transaction company established to facilitate the buying and selling of UK commercial property. Following Completion, Ben Habib, one of fprop's co-founders, will be appointed Chief Executive to the Company. The Acquisition is categorised as a reverse takeover under the AIM Rules and accordingly requires the approval of the Company's shareholders at the Extraordinary General Meeting which has been convened for 21 December, 2000. If the Proposals are implemented, trading on AIM of the Company's issued share capital as enlarged by the Acquisition is expected to commence on 22 December, 2000, being the day after the Extraordinary General Meeting. An AIM admission document has been published today which contains, inter alia, full details of the Acquisition and a notice of meeting convening the Extraordinary General Meeting. BACKGROUND TO ACQUISITION Since the disposal of Datacab Limited on 14 July, 1999 the Company has effectively been a cash shell. Since then, the Board has looked at a large number of potential acquisitions to reverse into the Company. At the annual general meeting of the Company held on 12 September, 2000 the Chairman of Hansom reported that the Company would be in a position to make an announcement in the not too distant future with regards to a major acquisition. Today Hansom has entered into a conditional agreement to acquire fprop, which the Board believes to be a business with significant growth potential. Following Completion, fprop will be able to utilise Hansom's current cash resources to fund the growth in its business for the benefit of the Company's shareholders. HISTORY OF fprop In late 1999, Ben Habib observed that whilst there were many web sites which listed properties for sale in the UK, very few dealt with commercial property and he identified none that used the Internet to help streamline the transaction process, establish a commercial property's value and effect its sale. As a result, Ben Habib and John Kottler founded fprop in February 2000. fprop's web site (www.fprop.com) was launched on 29 May, 2000 and fprop commenced trading through its web site on 10 July, 2000. Ben Habib has considerable experience of the UK property market and since 1994 has managed the purchase, development and sale of over eighty properties, with an aggregate value of some £70 million. To date fprop has concentrated on developing its web site and its strategy for growth. Since commencing trading it has sold two properties online, being a former school in Egham, Surrey and a plot of freehold development land in the West Midlands - both of these properties were owned by JKL. In addition, a further two properties that had been for sale on fprop's web site were sold via the third parties that introduced these properties to fprop. As at 27 November 2000, fprop's web site contained details of 8 commercial properties, with an average guide price of £618,000. Earlier this month fprop entered into conditional agreements ('Marketing Agreements') with the following industry partners: FPDSavills, CLS, Delancey, Donaldsons, Fletcher King and Moorfield ('Initial Partners'). The Marketing Agreements come into effect upon Completion and the Directors and Proposed Directors believe that such agreements will be instrumental in increasing the profile and content of the fprop web site. To date fprop's funding has been provided by JKL, Ben Habib and John Kottler. fprop's BUSINESS fprop's principal business is to offer an Internet based business-to-business transaction service. This service is aimed at streamlining the traditional methods of buying and selling commercial property in the UK whilst ensuring that every property marketed on the fprop web site has the potential to achieve market value. fprop utilises the distribution capability and transparency of the Internet, together with more conventional methods of marketing properties, to reach a large potential market of buyers. Its online bidding process has been developed by merging aspects of the conventional private treaty with those of auction processes which it currently believes to be best suited for online property sales. This process has also been designed to encourage both sellers and buyers to act in a way that the Directors and Proposed Directors believe reduces the risk of aborted deals. The fprop web site displays a freely available detailed package of conveyancing information on every property so that buyers do not incur unnecessary preliminary costs and have a level of information required to make a considered bid for a property. The Directors and Proposed Directors intend to continue to develop the fprop web site and bidding process based on market feedback and technological advancements in order to continue to streamline and add liquidity to the property transaction process. Typically, the sales that fprop expects to transact will tend to be the less complex commercial properties of up to £5 million in value. fprop is not specifically targeting the more complex and typically larger commercial properties which tend to require a higher level of personal interaction which a web based system cannot always offer. By operating a low cost transaction site targeting less complex commercial property, the Directors and Proposed Directors believe the web site will be complementary to the services of many agents, therefore enabling fprop to work in partnership with such firms. fprop's CHARGING STRUCTURE Sellers of commercial property via fprop are currently charged a success fee of 0.5 per cent. of the sale value of the property, currently capped at £10,000 (plus VAT) and subject to a minimum fee of £2,000 (plus VAT). Buyers are not charged any fees although a fee of of £75 is currently charged to customers who request hard copy of detailed conveyancing information. BENEFITS OF fprop's SYSTEM The Directors and Proposed Directors believe the following are currently the key benefits to fprop's system: a) To sellers Benefits to sellers are: - The Internet has the ability to reach a much larger buying audience than would typically be achieved by standard property marketing methods. - Properties can be introduced to the market in a very short time. - Sellers have detailed knowledge of the demand for their property and can control their own sale via their personal 'propmonitors', which record the number of 'hits' on a vendor's property information and log all of the bids received. - Owing to the utilisation of good faith deposits the likelihood of bids being reneged is reduced. However, even in this event, the bidding on the property would continue until another acceptable bid is received. b) To buyers Benefits to buyers are: - There is no cost associated with identifying a property of interest. - The cost of undertaking due diligence on a property being bought through fprop (excluding solicitors' fees) is potentially nil. For example, buyers do not need to incur costs associated with procuring a local search, replies to enquiries and other property information, including negotiating a contract. - fprop's bidding process allows potential buyers a reasonable period in which to consider their positions and procure any necessary approvals and bid. - The chances of gazumping are low given that potential bidders are given adequate time during which to bid. fprop's STRATEGY i) Commercial property sales a) Agreements with industry partners fprop aims to become one of the leading UK commercial property web site operators. It intends to achieve this aim primarily as a result of its property transaction service and also by entering into agreements with chartered surveyors and property owners to aid the promotion of fprop's services and thereby increase its market penetration and growth potential. The Directors and Proposed Directors believe that fprop's prospects are enhanced by operating a platform on the Internet in which these industry partners own an equity stake, thereby incentivising such firms to market their or their clients' properties via fprop and generally assist in and develop the business. As referred to above, fprop has already entered into conditional agreements with six Initial Partners who have agreed to assist in supporting and promoting fprop's business. Subject to Admission, the Initial Partners will hold approximately 17.6 per cent. of the Company's enlarged issued share capital. Under the terms of the Marketing Agreements, each of which is conditional upon Admission, the Initial Partners have agreed to: - use, or recommend their clients use, fprop's web site where it is in their or their clients' best interest so to do; - advertise properties on fprop's listing service when it becomes available where it is in their or their clients' best interests so to do; and - assist in promoting and supporting fprop's business. The precise terms of each of the Marketing Agreements differ. In consideration of the Initial Partners entering into the Marketing Agreements each will receive, conditional on and with effect immediately before Admission, an equity stake in fprop at par value. This will result in the Initial Partners holding, in aggregate, 35 per cent. of the issued share capital of fprop immediately before Admission. The Initial Partners have also entered into the Initial Partner Acquisition Agreements pursuant to which, conditional on Admission, the Company will acquire the ordinary shares in fprop held by the Initial Partners in consideration for the issue of new Ordinary Shares to them. Pursuant to the Initial Partner Acquisition Agreements, the Initial Partners have agreed not to dispose of any new Ordinary Shares (save in certain circumstances) for a period of two years from Admission. The Directors and Proposed Directors believe that fprop will enhance its prospects by entering into marketing agreements with other industry partners. It is with this aim in mind that the Company is seeking shareholders' approval at the Extraordinary General Meeting for the disapplication of pre-emption rights for up to 16,995,943 new Ordinary Shares, representing 20 per cent. of the issued share capital of the Company as enlarged by the Acquisition. It is intended that at least 12,746,957 new Ordinary Shares, being 15 per cent. of the issued share capital of the Company as enlarged by the Acquisition, be issued to other industry partners. fprop has undertaken with FPDSavills to use reasonable endeavours to procure that such 15 per cent. of the enlarged issued share capital is issued to other surveying practices and/or property agents. fprop has also undertaken to obtain FPDSavills' consent prior to any such issue of new Ordinary Shares. These undertakings will lapse after the next annual general meeting of the Company which is expected to be held by the end of September 2001. After the Company's annual general meeting in 2001, if the authority under the disapplication of pre-emption rights has been utilised, the Company will consider other incentivising structures for additional industry partners. The precise mechanisms of such structures have not yet been finalised. b) Commercial property listings The Directors and Proposed Directors also believe that fprop's business would benefit from expanding its services to include the listing of commercial properties on behalf of the Initial Partners and other agents on the fprop web site. By having both a sales and a listing service available on the web site, the Directors and Proposed Directors expect that a number of benefits will accrue to fprop, as well as to the Initial Partners and fprop's customers. Such benefits include: * enabling fprop to quickly achieve a critical mass of content on its web site in order to increase the number of hits on the web site; * the ability to list commercial properties which may not be suited to fprop's transaction service, for example the more complex and larger properties; * providing visitors to the web site with a broader cross section of commercial properties to review; * allowing the Initial Partners and any future partners to promote their business, services and brand name on the fprop web site; * allowing the Initial Partners and any future partners to market their properties via the fprop web site; and * the potential for fprop to generate ancillary revenues from listing agents' properties and also advertising services on behalf of third parties (including those of the Initial Partners and any future partners) which may include other chartered surveying practices, insurance companies, surveyors, conveyancing lawyers, property management services and banks. ii) Other future opportunities The Directors and Proposed Directors are aware that the fprop web site could also be utilised to offer further shared services to the property industry. Whilst the facilitation of the sale of commercial property is currently expected to be fprop's principal source of revenue, the Directors and Proposed Directors will consider other property related opportunities that may arise as fprop develops. MARKETING Given that fprop has, hitherto, been concentrating on the development of its web site and strategy, it has, so far, undertaken low key marketing of its web site capabilities. However, in the light of the Marketing Agreements that fprop has entered into and the Company's cash balances that will be available to the Enlarged Group after Admission, fprop intends to initiate higher levels of marketing than it has previously been able to. Before fprop's brand is established and its partnership strategies fully implemented it will be necessary for fprop to continue to use conventional means of advertising properties in addition to its web site for its sales instructions. This will typically take the form of advertising in selected journals and regional newspapers, mail shots to prospective buyers and property sales boards. These marketing channels will also assist in establishing fprop's brand name. COMPETITION The Directors and Proposed Directors believe that fprop currently has a head start on its potential online competitors in the UK. There are currently a number of commercial property web sites marketing a number of properties but, as far as the Directors and Proposed Directors are aware, none of these offer a facility to trade property online. The Directors and Proposed Directors are therefore not aware of any online competitors. Jones Lang LaSalle recently announced, in association with DTZ, CB Richard Ellis and Reed (collectively, 'Project Pathway') a Pan-European information service on the Internet which may, in due course, be converted into an online transaction service. Goldman Sachs has also announced its intention to launch an online property transaction service of some sort in the USA. However, few details of either systems are publicly available at present. The Directors and Proposed Directors do not believe that fprop is in direct competition with existing agency practices. fprop's transaction service, operated in partnership with agents, complements the services these agents can provide their clients and should therefore enhance their own businesses. They further believe that fprop's aim to streamline the property transaction process is in the best interests of the clients of existing agency practices. FINANCIAL INFORMATION ON fprop These figures do not represent the full impact of fprop's running costs over the four months ended 30 September, 2000. Various other charges incurred by fprop, which have been paid by JKL, amount to approximately £175,000 over the 4 month period to 30 September, 2000. 4 months ended 30 September, 2000 (£) Turnover 15,215 Cost of sales (2,698) ---------- Gross profit 12,517 Administrative expenses (300,429) ----------- Operating loss (287,912) Net interest receivable 360 ------------ Loss on ordinary activities before taxation (287,552) Tax on loss on ordinary activities - ----------- Loss for the financial period (287,552) ----------- Since 1 October, 2000 fprop has borne all of its own costs. Under the terms of the Acquisition Agreement, if fprop's net liabilities as at the date of Completion are more than £200,000 then Ben Habib and John Kottler will pay to Hansom the amount by which fprop's net liabilities exceed £200,000. DIRECTORS AND EMPLOYEES Adrian Palmer and John Warwick will resign at the Extraordinary General Meeting to pursue other business interests. The Board would like to take this opportunity to thank them both for their service to the Company. On Completion, Ben Habib and Jeremy Phillips will be invited to join the Board as Chief Executive and Finance Director respectively. It is also the Company's intention to appoint two further Non-Executive Directors in the near future, with the intention that one has experience in the property sector. fprop currently has six employees and, in addition, a marketing manager will join fprop following Completion. Set out below are curriculum vitae for the Board following Completion:- Alasdair Locke, Non-Executive Chairman, aged 47. He has been Non-Executive Chairman of Hansom since July 2000, and is also executive chairman of the Abbot Group plc, a company listed on the London Stock Exchange with wide ranging interests in the oil services industry. He will remain Non-Executive Chairman following Completion. Ben Habib, Chief Executive, aged 35. After graduating from Cambridge University in 1987 he joined Shearson Lehman Hutton as a business analyst in corporate finance. In 1989 he joined PWS Holdings plc ('PWS'), a quoted reinsurance broker based in the City, as its finance director. After five years at PWS, he left to become managing director of JKL, a private property development and investment company. During his time at JKL he managed the development and sale of over eighty properties with an aggregate value of some £70 million. It was this experience that gave rise to the concept of fprop. Jeremy Phillips, Finance Director, aged 29. After graduating from Cambridge University in 1993, he worked for Andersen Consulting for four years where he gained experience in management accounting and corporate finance. He then joined The Boots Company plc in 1998 where he initially worked on extending the Boots brand before being selected as a founder member of Boots Internet Ventures. His work in this department included the recently announced joint venture with Granada Media to form a broadband Internet, health, beauty and well-being portal. He resigned in November 2000 in order to join fprop. Further details on Ben Habib and Jeremy Philips are set out in Appendix 2 to this announcement. TERMS OF THE ACQUISITION Under the terms of the Acquisition Agreement and the Initial Partner Acquisition Agreements, the Company has agreed to acquire the whole of the ordinary share capital of fprop from the Vendors and the Initial Partners by the issue of 42,689,858 new Ordinary Shares. Ben Habib and John Kottler have given the Company certain warranties in relation to fprop's business. The New Ordinary Shares will rank for all dividends and other distributions declared, made or paid after Completion and will otherwise rank pari passu in all respects with the existing Ordinary Shares. The New Ordinary Shares will represent 50.2 per cent. of the enlarged issued ordinary share capital of the Company following Admission. RESTRICTION ON SHARE SALES As fprop has not been earning revenue for at least two years, under the AIM Rules, the Directors and Proposed Directors are not permitted to dispose of any part of their beneficial shareholdings for a period of one year from the date of Admission, save in certain circumstances specified in the AIM Rules. Accordingly therefore, Alasdair Locke has agreed not to dispose of his beneficial shareholding in the Company for one year from Admission and John Kottler has agreed to the same period of restriction. In addition, Ben Habib and the Initial Partners have all agreed not to dispose of their beneficial shareholdings for a period of two years from Admission. Finally, Lord Pearson and associated trusts, also being Vendors, have agreed to a one year restriction on the disposal of their shareholdings in the Company. Each of these share sale restrictions have exemptions in certain circumstances and Lord Pearson and associated trusts can dispose of Ordinary Shares at any time from Admission if they are bid for their Ordinary Shares by the Company's nominated broker to satisfy investor demand. Therefore, a total of 20,277,364 Ordinary Shares (being 23.9 per cent. of the enlarged issued share capital) will be covered by sales restrictions for a period of one year from Admission and 27,428,234 Ordinary Shares (being 32.3 per cent. of the enlarged issued share capital) will be covered by sales restrictions for a period of two years from Admission. FINANCIAL INFORMATION ON HANSOM The Company has announced today its unaudited interim results for the six months ended 30 September, 2000. Owing to the Company being a cash shell throughout the period, turnover for the period was nil (1999: £1,625,000) and the loss after tax was £121,000 (1999: loss of £385,000 (restated)). As at 30 September, 2000, the Company had net assets of £3,658,000 (31 March, 2000: £3,668,000) and cash at bank and in hand of £3,387,000 (31 March, 2000: £2,773,000). THE CITY CODE Following Completion, the Enlarged Concert Group will hold approximately 50.2 per cent. of the enlarged ordinary share capital of the Company. The Enlarged Concert Group is made up of two sub concert groups one of which comprises Mr. B. N. Habib, Mr. J. C. Kottler and Lord Pearson of Rannoch and associated trusts ('the fprop Concert Group') and the other concert group comprises the Initial Partners ('the Initial Partners Concert Group'). The relevant shareholdings of the fprop Concert Group, the Initial Partners Concert Group and the Enlarged Concert Group following Completion will be as follows: New Ordinary Percentage holding Shares following Completion (%) (i) The fprop Concert Group Mr. B. N. Habib 12,486,783 14.69 Mr. J. C. Kottler 12,486,783 14.69 Lord Pearson of Rannoch 2,774,841 3.27 and associated trusts ------------- -------- Total 27,748,407 32.65 (ii) The Initial Partners Concert Group FPDSavills 6,403,481 7.54 CLS 1,707,594 2.01 Delancey 1,707,594 2.01 Donaldsons 1,707,594 2.01 Fletcher King 1,707,594 2.01 Moorfield 1,707,594 2.01 ------------- -------- Total 14,941,451 17.59 (iii) The Enlarged Concert 42,689,858 50.24 Group Following Completion, the Enlarged Concert Group will, provided that it continues to hold 50 per cent. or more of the Company's enlarged issued ordinary share capital, be entitled to increase its aggregate holding of Ordinary Shares without limit, and without incurring an obligation under Rule 9 of the City Code to make a general offer to shareholders of the Company. However, as the fprop Concert Group will, after Completion, hold between 30 per cent. and 50 per cent. it will not be permitted to increase its holding of Ordinary Shares without incurring an obligation under Rule 9 of the City Code. Whilst the Enlarged Concert Group continues to hold more than 50 per cent. of the Company's enlarged issued ordinary share capital, individual members of the Initial Partners Concert Group may increase their shareholdings to 29.9 per cent. of the Company's enlarged issued ordinary share capital without incurring a Rule 9 obligation. Notwithstanding this however, acquisitions of voting rights in the Company which take the Initial Partners Concert Group to 30 per cent. or more may give rise to a Rule 9 obligation. No individual member of either the fprop Concert Group or the Initial Partners Concert Group may increase their own individual shareholding to more than 30 per cent. of the Company's enlarged issued share capital without incurring an obligation under Rule 9. The Panel has agreed, subject to shareholders' approval, to waive the obligation under Rule 9 of the City Code, which would otherwise require the fprop Concert Group and the Enlarged Concert Group to make a general offer for the issued share capital of the Company as a result of acquiring the New Ordinary Shares on Completion. The Acquisition is conditional, inter alia, upon shareholders approving this waiver. CHANGE OF NAME To reflect the fact that the Company's business after Completion will be fprop's business, a special resolution is being proposed at the Extraordinary General Meeting to change the name of the Company to First Property Online plc. PROPOSED SHARE OPTION SCHEME Subject to receiving shareholders' approval at the Extraordinary General Meeting and Admission, the Company intends to adopt the First Property 2000 Unapproved Discretionary Share Option Scheme. This will enable the Company to motivate and retain the Enlarged Group's key personnel by means of the grant of unapproved share options and, as long as the Company satisfies all statutory requirements, the grant of tax favoured enterprise management incentive options. CHANGE OF NOMINATED ADVISER AND NOMINATED BROKER English Trust Company Limited and Rathbone Neilson Cobbold Limited have resigned as the Company's nominated adviser and nominated broker respectively with immediate effect. In their place the Company has appointed Granville Baird as its sole nominated adviser and nominated broker. IRREVOCABLE UNDERTAKINGS Shareholders holding 9,170,740 Ordinary Shares representing 21.69 per cent. of the existing Ordinary Shares entitled to vote at the Extraordinary General Meeting have irrevocably undertaken to vote in favour of the resolutions to be proposed at the Extraordinary General Meeting. ENQUIRIES: The Hansom Group PLC Alasdair Locke 020 7600 2288 First Property Online Limited Ben Habib 020 7828 2080 Tavistock Communications Jeremy Carey / Peter 020 7600 2288 Willetts Granville Baird Shaun Dobson 020 7488 1212 Note: A copy of the AIM admission document detailing the Proposals is available at the offices of Granville Baird, Mint House, 77 Mansell Street, London E1 8AF. APPENDIX 1 Definitions The following definitions apply throughout this announcement unless the context otherwise requires: 'Acquisition' the proposed acquisition of the whole of the issued share capital of First Property Online Limited 'Acquisition Agreement' the agreement dated 28 November, 2000 between the Company and Mr. B. N. Habib, Mr. J. C. Kottler and Lord Pearson of Rannoch and associated Trusts 'Admission' admission of the entire issued ordinary share capital of the Company including the existing Ordinary Shares and the New Ordinary Shares to trading on AIM 'AIM' the Alternative Investment Market of the London Stock Exchange 'AIM Rules' the rules of the London Stock Exchange concerning the operation of AIM 'Board' or 'the Directors' Mr. A. J. D. Locke, Mr. J. A. Warwick and Mr. A. M. Palmer 'City Code' the City Code on Takeovers and Mergers 'CLS' CLS Holdings plc or its subsidiary CLS Capital Partners KB 'Completion' completion of the Acquisition, which is expected to take place on 21 December, 2000 (being the date of the Extraordinary General Meeting), subject only to Admission 'Delancey' Delancey Estates PLC 'Enlarged Concert Group' Mr. B. N. Habib, Mr. J. C. Kottler, Lord Pearson of Rannoch and associated Trusts and the Initial Partners 'Enlarged Group' the Company and its subsidiary undertakings following Completion 'Extraordinary General Meeting' the Extraordinary General Meeting of Hansom being convened for 10.00 a.m. on 21 December, 2000 'Fletcher King' Fletcher King Services Limited 'FPDSavills' FPDSavills Commercial Limited 'fprop' First Property Online Limited 'Granville Baird' Granville Baird Limited, which is regulated by The Securities and Futures Authority Limited and is a member of the London Stock Exchange, the Company's nominated adviser and nominated broker 'Hansom' or 'the Company' The Hansom Group PLC 'Initial Partners' the six property related companies which have entered into conditional subscription agreements with fprop 'Initial Partner Acquisition Agreements' the agreements dated 28 November, 2000 between each of the Initial Partners and the Company 'JKL' J.K.L. Property Limited 'London Stock Exchange' London Stock Exchange plc 'Marketing Agreements' letter agreements entered into by each of the Initial Partners and fprop 'Moorfield' Moorfield Group PLC 'New Ordinary Shares' the 42,689,858 new Ordinary Shares proposed to be issued as consideration for the Acquisition 'Ordinary Shares' ordinary shares of 1p each in the Company 'Panel' The Panel on Takeovers and Mergers 'Proposals' the proposals set out in this document which require the approval of shareholders at the Extraordinary General Meeting including, inter alia, the Acquisition, the increase in the Company's share capital and the change of the Company's name 'Proposed Directors' Mr. B. N. Habib and Mr. J. C. Phillips 'Vendors' Mr. B. N. Habib, Mr. J. C. Kottler, Lord Pearson of Rannoch and associated trusts and the Initial Partners APPENDIX 2 Additional information on the Proposed Directors required pursuant to AIM Rule 16.8(e) Mr. B. N. Habib Current Directorships Directorships held within the last five years J. K. L. Property Limited Jadehouse Limited Thaddeus Limited 40 Winchester Street Limited E&S Estates Limited Photo-vend UK PLC Ripley (1999) Limited Neighbourhood Centres (UK) plc Neighbourhood Centres (2) Limited Neighbourhood Centres Investments Limited Nyegrove Limited Kottler Investments & Developments Limited Angus Chisholm Limited Takhar Mews Management Company Limited The Cloisters (Oxford) Management Company Limited The Priorslee Farm Mews Company Limited Mr. J. C. Phillips Current Directorships Directorships held within the last five years Gifts UK Limited None Neither Mr. B. N. Habib nor Mr. J. C. Phillips have: (i) been a partner in any partnership in the previous five years; (ii) any unspent convictions relating to indictable offences; (iii) at any time been adjudged bankrupt or been a party to any form of individual voluntary arrangement; (iv) been a director of a company which has been placed in receivership, compulsory liquidation, creditors' voluntary liquidation or administration or entered into any company voluntary arrangement or any composition or arrangement with its creditors generally or any class of creditors whilst he was a director of that company or within twelve months after he ceased to be a director of that company; (v) been a partner in a partnership which has been placed into administration, compulsory liquidation or entered into any partnership voluntary arrangement whilst he was a partner at the time or within the previous twelve months of such event; (vi) been a director of any company or a partner of any partnership, any asset of which has been placed in receivership whilst he was a partner or director at the time or within the previous twelve months of such event; or (vii) been publicly criticised by any statutory or regulatory authority or disqualified from acting as a director of a company or from acting in the management of the affairs of any company.

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