Placing announcement

Neither this announcement nor any copy of it may be taken,
 transmitted or distributed, directly or indirectly, into the United
States, Canada, Australia, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation of
 US, Canadian, Australian, South African or Japanese securities law.

On 20 July 2006 the Board of Directors of Impax Environmental Markets
plc (the "Company") announced proposals to  raise monies by way of  a
placing and offer for subscription (the "Issue") of up to  90,000,000
C Shares in the capital of the Company (the "Placing Shares") at  100
pence per Placing Share. As part of the Issue, Placing Shares will be
placed with institutional and certain  other selected investors at  a
price of 100 pence  per Share (the  "Placing"). Application has  been
made to the UK Listing Authority  and London Stock Exchange plc  (the
"LSE") for the Placing Shares to be admitted to the Official List  of
the UK Listing  Authority and  for admission  to trading  on the  LSE
(together, "Admission").

The Company is an  investment trust which  was established to  enable
investors to benefit from rapid  and sustained growth anticipated  by
the Directors in the markets  for cleaner or more efficient  delivery
of  basic  services  of  energy,  waste  and  water.  The   Company's
investments are  predominantly  in quoted  companies  which  provide,
utilise, implement or advise upon technology-based systems,  products
or  services  in   environmental  markets,   particularly  those   of
alternative  energy  and  energy  efficiency,  water  treatment   and
pollution control, and waste technology and resource management.

The  Issue  is  sponsored  by  Dresdner  Kleinwort.    The  Company's
investment manager is Impax Asset Management Limited.

The Placing, which is conditional  upon the matters described in  the
appendix to  this  announcement and  which  will be  carried  out  by
Dresdner  Kleinwort   Wasserstein   Securities   Limited   ("Dresdner
Kleinwort" or the "Placing Agent") as placing agent on behalf of  the
Company, is expected to be completed on 10 August 2006, with  trading
in the Placing Shares expected to commence on 15 August 2006.

A prospectus  dated  20  July  2006 relating  to  the  Company  which
contains  information   about   the  Placing   and   Admission   (the
"Prospectus") has  been  published in  relation  to the  Placing  and
Admission and  copies are  available  for inspection  (during  normal
business hours only) at the Document Viewing Facility, The  Financial
Services Authority, 25 The North Colonnade, Canary Wharf, London  E19
5HS and may be obtained during  normal business hours on any  weekday
up to and including 15 August 2006 from the registered office of  the
Company, Crusader House, 145-157 St John Street, London EC1V 4RU.

If you choose to participate in the Placing by accepting an oral  and
legally binding offer made to you by the Placing Agent (on behalf  of
the Company) to subscribe  for Placing Shares you  will be deemed  to
have read and understood this announcement in its entirety and to  be
accepting such offer  on the  terms and conditions  contained in  the
Appendix   to   this   announcement   and   to   be   providing   the
representations, warranties  and  acknowledgements contained  in  the
Appendix to this announcement.

9 August 2006

Enquiries:


Impax Asset Management Limited 020 7434 1122
Ian Simm
Bruce Jenkyn-Jones

Dresdner Kleinwort
Dominic Waters                 020 7475 6688
David Yovichic                 020 7475 7144



Dresdner  Kleinwort   Wasserstein   Securities  Limited,   which   is
authorised and  regulated by  the  Financial Services  Authority,  is
acting for Impax  Environmental Markets  plc and for  no-one else  in
connection with the Placing and will not be responsible to any  other
person for providing the protections afforded to its customers or for
affording advice in relation to the Placing.

This announcement has been issued and  approved on the basis set  out
at the end of  the Appendix to  this announcement. This  announcement
does not constitute an offer to sell or issue or the solicitation  to
an offer to buy or acquire  securities in the United States,  Canada,
Australia, the Republic of South Africa, Japan or any jurisdiction in
which such offer  or solicitation  is unlawful. The  Placing is  made
outside the United  States of  America in  offshore transactions  (as
defined in Regulation  S) meeting  the requirements  of Regulation  S
under the US Securities Act of 1933.

The making of an  offer in, or to  residents or citizens of,  certain
jurisdictions ("Overseas Persons") may be  restricted by laws of  the
relevant jurisdictions.  Overseas  Persons should  inform  themselves
about and observe  any such  applicable legal  requirements in  their
respective jurisdictions.



 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED
            STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
  IMPAX ENVIRONMENTAL MARKETS PLC - PROPOSED PLACING AND OFFER FOR
              SUBSCRIPTION OF UP TO 90,000,000 C SHARES
            APPENDIX: TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ABOUT THE PLACING FOR PLACEES ONLY
THIS DOCUMENT  AND  THE  TERMS  AND CONDITIONS  SET  OUT  HEREIN  ARE
DIRECTED ONLY AT PERSONS  SELECTED BY DRESDNER KLEINWORT  WASSERSTEIN
SECURITIES LIMITED  ("DKIB") WHO  ARE "INVESTMENT  PROFESSIONALS"  AS
DESCRIBED IN ARTICLE 19 OR "HIGH NET WORTH COMPANIES" AS DESCRIBED IN
ARTICLE 49 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000  (FINANCIAL
PROMOTION) ORDER  2005  (the  "FPO")  OR TO  WHOM  IT  MAY  OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").  THIS  DOCUMENT 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 ACTIVITY TO WHICH THIS  DOCUMENT
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY
TO RELEVANT  PERSONS  AND  WILL  BE ENGAGED  IN  ONLY  WITH  RELEVANT
PERSONS. MEMBERS OF THE PUBLIC ARE  NOT ELIGIBLE TO TAKE PART IN  THE
PLACING WHICH  IS ONLY  OPEN TO  INVESTORS INVITED  TO DO  SO BY  THE
PLACING AGENT.
THE C  SHARES THAT  ARE  THE SUBJECT  OF  THE PLACING  (THE  "PLACING
SHARES") ARE NOT BEING  OFFERED OR SOLD TO  ANY PERSON IN THE  UNITED
KINGDOM, OTHER  THAN TO  QUALIFIED INVESTORS  AS DEFINED  IN  SECTION
86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"),  BEING
PERSONS FALLING WITHIN ARTICLE 2.1(E)(I), (II) OR (III) OF  DIRECTIVE
2003/71/EC  (THE  "PROSPECTUS   DIRECTIVE"),  WHICH  INCLUDES   LEGAL
ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICES AUTHORITY (THE
"FSA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE
IS SOLELY TO INVEST IN SECURITIES.
The Placing Shares have not been and will not be registered under the
United States Securities  Act of  1933, as  amended (the  "Securities
Act") or under the securities laws of any state or other jurisdiction
of the  United  States  and  may not  be  offered,  sold,  resold  or
delivered, directly  or  indirectly, in  or  into the  United  States
absent registration  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  Placing Shares is  being
made in the United  States.  The Placing  is made outside the  United
States in offshore transactions (as defined in Regulation S under the
Securities  Act  ("Regulation  S"))   meeting  the  requirements   of
Regulation S under  the Securities  Act and  may be  made within  the
United States to a limited number of institutional investors who  are
qualified institutional buyers within the meaning of Rule 144A  under
the Securities Act ("QIBs") in transactions that are exempt from,  or
not subject to,  the registration requirements  under the  Securities
Act.  Prospective investors are hereby notified that the Company  may
be relying on the exemption from  the provisions of Section 5 of  the
Securities Act provided by Rule 144A.
If you are a Relevant Person and choose to participate in the Placing
by accepting an  oral offer  to acquire  Placing Shares  you will  be
deemed to have read and understood this announcement in its  entirety
and to be accepting such offer on the terms and conditions  contained
herein and  to  be  providing  the  representations,  warranties  and
acknowledgements contained in this Appendix.

This document (including  the terms  and conditions  set out  herein)
does not constitute  an offer of  securities for sale  in the  United
States of America nor  the solicitation of an  offer to buy any  such
securities, nor  may securities  be  offered or  sold in  the  United
States of America,  or in  any jurisdiction  in which  such offer  or
solicitation is unlawful and the information contained herein is  not
for publication or distribution  to persons in  the United States  or
any  jurisdiction  in  which  such  publication  or  distribution  is
unlawful.   Persons receiving  this document  (including  custodians,
nominees  and  trustees)  must  not  forward,  distribute,  mail   or
otherwise transmit it in or into the United States or use the  United
States  mails,  directly  or  indirectly,  in  connection  with   the
Placing.  The Company does not intend to register the Placing  Shares
under the Securities Act.

This document 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  including, without  limitation, Canada,  Australia,
Japan or any other jurisdiction  in which such offer or  solicitation
is or may be  unlawful. This document  and the information  contained
herein  are  not  for   publication  or  distribution,  directly   or
indirectly, to persons in  Canada, Australia, Japan unless  permitted
pursuant to  an exemption  under the  relevant local  law or  in  any
jurisdiction in which such publication or distribution is unlawful.

The distribution of this  document, the Placing  and/or issue of  the
Placing Shares in certain jurisdictions may be restricted by law.  No
action has been taken by the Company or Dresdner Kleinwort that would
permit an offer of the  Placing Shares or possession or  distribution
of this document or any other offering or publicity material relating
to such  Placing Shares  in any  jurisdiction where  action for  that
purpose is required. Persons into whose possession this  announcement
comes are required by  the Company and  Dresdner Kleinwort to  inform
themselves about, and to observe, any such restrictions.
Details of the Placing Agreement and the Placing Shares
Dresdner Kleinwort has entered into a placing agreement (the "Placing
Agreement") with the Company and Impax Asset Management Limited
whereby Dresdner Kleinwort has, subject to the conditions set out
therein, agreed to use its reasonable endeavours as agent of the
Company to procure placees to subscribe for up to 90 million Placing
Shares (or such other number of Placing Shares as the Company and
Dresdner Kleinwort may agree) at the placing price of £1.00 per Share
(the "Placing Price").
The Placing Shares  will be  issued free of  any pre-emption  rights,
encumbrance, lien or other security interest.
This announcement gives details of  the terms and conditions of,  and
the procedures and requirements for participation in, the Placing.

No commissions will  be paid  to placees  in respect  of any  Placing
Shares subscribed in the Placing. In addition there will be no United
Kingdom stamp duty payable on such Placing Shares.
Application for listing and admission to trading
Application has been made to the  FSA as the competent authority  for
listing for  admission of  the Placing  Shares to  the Official  List
maintained by the FSA  in accordance with section  74(1) of FSMA  for
the purposes of part VI of FSMA and to the London Stock Exchange  plc
(the "London Stock Exchange") for admission to trading of the Placing
Shares on the  London Stock Exchange's  market for listed  securities
("Admission").  It is expected  that Admission will become  effective
and that dealings will commence on  15 August 2006, and in any  event
no later than 30 September 2006.
How to participate in the Placing
If you  have  indicated  to  the  Placing  Agent  your  intention  to
participate in the Placing, you will  be contacted on 10 August  2006
by your usual sales contact at Dresdner Kleinwort. The relevant sales
contact will  make an  oral  and legally  binding  offer for  you  to
subscribe for  Placing Shares  in  the Company.  If you  accept  that
offer, a  trade  confirmation  confirming  the  transaction  will  be
dispatched to you as soon as possible after the close of the Placing.
Your oral  acceptance  of  Dresdner Kleinwort's  offer  to  you  will
constitute a legally binding commitment upon you to subscribe for the
agreed number of Placing Shares at the Placing Price and otherwise on
the terms  and  conditions  set  out  in  this  announcement  and  in
accordance with the Company's memorandum and articles of association.
Principal terms of the Placing

1               Dresdner Kleinwort is arranging the Placing as  agent
of the Company.  Dresdner  Kleinwort and its Affiliates are  entitled
to participate as principal in the Placing.
2                Participation in the Placing will only be  available
to persons invited to participate by Dresdner Kleinwort.
3                  The conditional offer  by the Company through  its
agent Dresdner Kleinwort  to each proposed  Placee to participate  in
the Placing shall be constituted by this announcement, the Prospectus
and a telephone call from Dresdner Kleinwort on or after the date  of
this announcement  specifying  the  number of  Placing  Shares  being
offered for subscription.  It shall be  accepted at the  end of  that
telephone call (if the Placee should so decide) by the Placee and, if
so accepted,  confirmed by  the issue  by Dresdner  Kleinwort to  the
Placee of a  trade confirmation.  The acceptance by  the Placee  will
constiute a legally binding commitment by the Placee to subscribe for
and pay  for the  Placing Shares  in respect  of which  the offer  is
accepted, and as an acceptance of all of the terms and conditions and
the further information  set out  in both this  announcement and  the
Prospectus.
4               Oral acceptance of an offer to subscribe for  Placing
Shares is binding and irrevocable but Dresdner Kleinwort reserves the
right to scale back the number of Placing Shares to be subscribed  by
any Placee in the event of an oversubscription under the Placing.
5                Dresdner Kleinwort reserves the right not to  accept
offers to subscribe Shares  or to accept such  offers in part  rather
than in whole.  The acceptance  of offers  shall be  at the  absolute
discretion of Dresdner Kleinwort.
6               The Placing is expected to close at close of business
on 10 August 2006 but may be closed earlier at the sole discretion of
Dresdner Kleinwort. Dresdner Kleinwort may  choose to make offers  to
subscribe for Placing Shares after the Placing has closed.
7                 Dresdner Kleinwort shall be entitled to effect  the
Placing by such method as it shall in its sole discretion determine.
To the fullest  extent permissible by  law, Dresdner Kleinwort  shall
have no liability to Placees save for fraud or wilful default (or  to
any other person whether acting on behalf of a Placee or otherwise).
No commissions will be  paid to Placees or  by Placees in respect  of
any Placing Shares.
8               Each Placee's obligations will be owed to the Company
and to Dresdner Kleinwort.  Each Placee will also have an  immediate,
separate,  irrevocable  and  binding  obligation,  owed  to  Dresdner
Kleinwort, to pay to Dresdner Kleinwort (or as Dresdner Kleinwort 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 acquire.   Dresdner Kleinwort  will procure the  allotment by  the
Company of such Placing Shares to each Placee following each Placee's
payment to Dresdner Kleinwort of such amount.
9               All obligations under the Placing will be subject  to
fulfilment of the conditions referred  to below under "Conditions  of
the Placing".
Conditions of the Placing
The Placing  is  conditional  upon  the  Placing  Agreement  becoming
unconditional and not having been  terminated in accordance with  its
terms.
The obligations of Dresdner Kleinwort under the Placing Agreement are
conditional, inter alia, on:
1                 Admission in accordance with the Listing Rules  and
the London Stock  Exchange Admission and  Disclosure Standards on  or
before 15 August 2006 or by such later date as Dresdner Kleinwort may
agree, being no later than 8.00 a.m. on 30 September 2006;
2               The Company complying with its obligations under  the
Placing Agreement to the  extent they fall to  be performed prior  to
Admission including  the  delivery, on  the  day of  (and  prior  to)
Admission, to Dresdner Kleinwort  of a certificate confirming,  inter
alia, that  none of  the  warranties and  undertakings given  by  the
Company in the Placing Agreement has been breached or is  unfulfilled
or was  untrue,  inaccurate  or  misleading when  made  or  would  be
breached or unfulfilled or be  untrue, inaccurate or misleading  were
it to be repeated by reference to the facts subsisting on the date of
Admission; and
3                 The  Company allotting prior to Admission,  subject
only to Admission, the Placing Shares.
Dresdner Kleinwort shall not 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  date  for the  satisfaction  of  any
condition in the  Placing Agreement.   Any such  extension or  waiver
will not affect placees' commitments.

If, (a) the  conditions above  are not  fulfilled or  (to the  extent
permitted under the Placing Agreement) waived by Dresdner  Kleinwort,
or (b)  the  Placing Agreement  is  terminated in  the  circumstances
specified below, the Placing will lapse and each Placee's rights  and
obligations hereunder shall cease and  determine at such time and  no
claim can be made by a Placee in respect thereof.

By participating in the  Placing each Placee  agrees that its  rights
and obligations  in respect  of its  subscription under  the  Placing
terminate only in the circumstances described above and under  'Right
to Terminate  under the  Placing  Agreement' below  and will  not  be
capable of rescission or termination by it.

Dresdner Kleinwort reserves the right to waive or to extend the  time
and/or date for fulfilment  of any of the  conditions in the  Placing
Agreement where such waiver or extension is permitted under the terms
of the  Placing Agreement.  Any  such extension  or waiver  will  not
affect Placees' commitments.  Dresdner  Kleinwort shall not 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  date
for the satisfaction of any condition in the Placing Agreement or  in
respect of the Placing generally.

Right to terminate under the Placing Agreement
Dresdner Kleinwort has the right  to terminate its obligations  under
the Placing Agreement at any time prior to Admission if, inter alia:
1               in the opinion of Dresdner Kleinwort, the  warranties
given by the Company or Impax Asset Management Limited in the Placing
Agreement are not  true and  accurate or have  become misleading  (or
would not be true  and accurate or would  be misleading if they  were
repeated at any time before Admission); or
2                 in the  opinion of Dresdner Kleinwort, the  Company
fails to  comply  with  any  of its  obligations  under  the  Placing
Agreement; or
3               in the opinion of Dresdner Kleinwort, there has  been
a material adverse change in  the financial position or prospects  of
the Company; or
4                 in  the absolute discretion of Dresdner  Kleinwort,
there has  been  a change  in  national or  international  financial,
political,  economic   or  stock   market  conditions   (primary   or
secondary); an  incident  of  terrorism, outbreak  or  escalation  of
hostilities, war, declaration of martial law or any other calamity or
crisis; a suspension or material limitation in trading of  securities
generally on  any Stock  Exchange; any  change in  currency  exchange
rates or exchange controls or a disruption of settlement systems or a
material disruption  in  commercial banking  as  would be  likely  to
prejudice the success of the Placing.
By participating  in the  Placing each  Placee agrees  with  Dresdner
Kleinwort that the  exercise by  Dresdner Kleinwort of  any right  of
termination or other discretion under the Placing Agreement shall  be
within  the  absolute  discretion  of  Dresdner  Kleinwort  and  that
Dresdner Kleinwort  need make  no  reference to  any Placee  in  this
regard and that  Dresdner Kleinwort  shall have no  liability to  any
Placee whatsoever (save in the event  of fraud or wilful default)  in
connection with any such exercise or failure to do so.

Prospectus
The Prospectus has been published in connection with the Placing  and
Admission. The  Prospectus  has  been  approved  by  the  UK  Listing
Authority. Other  than  the terms  and  conditions set  out  in  this
announcement, a Placee may only rely on the information contained  in
the Prospectus  in deciding  whether  or not  to participate  in  the
Placing.  Each Placee, by  accepting a participation in the  Placing,
agrees that  the  content of  this  document and  the  Prospectus  is
exclusively  the  responsibility  of  the  Company  and  confirms  to
Dresdner Kleinwort and the Company that it has neither received  from
Dresdner   KIeinwort   nor   relied   on   any   other   information,
representation, warranty  or  statement  made  by  or  on  behalf  of
Dresdner KIeinwort (other  than the  amount of  the relevant  Placing
participation in the oral confirmation given to Placees and the trade
confirmation referred  to below)  or  any of  its affiliates  or  the
Company other than the Prospectus  and none of Dresdner KIeinwort  or
any of its affiliates or the Company will be liable for the  decision
of any  Placee to  participate  in the  Placing  based on  any  other
information, representation, warranty or  statement which the  Placee
may have  obtained or  received (regardless  of whether  or not  such
information, representation, warranty or statement was given or  made
by or on behalf of any such  persons) other than in the Prospectus.
By participating in the Placing, each Placee acknowledges and agrees,
to Dresdner KIeinwort for itself and  as agent for the Company,  that
except in relation to the information contained in this document  and
the Prospectus  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 shall  exclude
the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following  Admission
will take place  within the  CREST system, using  the DVP  mechanism,
subject to certain exceptions. Dresdner Kleinwort reserves the  right
to require  settlement for  and  delivery of  the Placing  Shares  to
Placees in such other means that  it deems necessary, if delivery  or
settlement is not  possible or  practicable within  the CREST  system
within the  timetable  set out  in  this  document or  would  not  be
consistent  with  the   regulatory  requirements   in  the   Placee's
jurisdiction.  Placees will  receive any shares  placed with them  in
uncertificated form by registration to their CREST member account.
Placees to whom Placing Shares are  allocated in the Placing will  be
sent a trade confirmation, stating  the Placing Price, the  aggregate
amount owed  by  such Placee  to  Dresdner Kleinwort  and  settlement
instructions.  Placees should  settle against CREST ID:  318.  It  is
expected that such trade confirmation will be despatched on 10 August
2006 and that this will also be  the trade date.  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  which  it has  in  place  with
Dresdner Kleinwort.
Settlement will, unless otherwise agreed, be on a T+3 basis (being  3
days after the date on which trade confirmations are despatched)  and
will be  required to  be made  within  CREST.   It is  expected  that
settlement will take place on 15 August 2006.

Time shall be of the essence as regards the obligations of placees to
settle payment  for  the Placing  Shares  and to  comply  with  their
obligations under  this Appendix.  Interest  is chargeable  daily  on
payments to the extent that value  is received after the due date  at
rate of 2.0 per cent. per annum above Barclays Bank plc's base  rate.
If a Placee does not settle payment when due, Dresdner Kleinwort  may
(as agent for such Placee) sell the Placing Shares allocated to  such
Placee and retain from  the proceeds an amount  equal to the  Placing
Price payable  plus  any  interest due.  The  relevant  Placee  will,
however, remain  liable,  inter alia,  for  any shortfall  below  the
Placing Price and it may be required to bear any stamp duty or  stamp
duty reserve tax (together with any interest or penalties) which  may
arise upon the sale of such Placing Shares.

If Placing Shares are  to be delivered to  a custodian or  settlement
agent, the Placee 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 the Placee's name or that
of its nominee or in  the name of any person  for whom the Placee  is
contracting as  agent or  that of  a nominee  for such  person,  such
Placing Shares will, subject as provided below, be so registered free
from any liability to PTM levy,  UK stamp duty or stamp duty  reserve
tax.  If there are any circumstances in which any other stamp duty or
SDRT is payable in respect of the issue of the Placing Shares (as the
case may be),  neither Dresdner  Kleinwort nor the  Company shall  be
responsible for the payment thereof.  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 (and any person  acting
on such Placee's behalf):

(i)                  represents and warrants it has not received and
no reliance is placed on any information given or representations,
warranties or statements made by Dresdner Kleinwort or the Company or
any other person in relation to the Company, the Placing or in
relation to the Placing Shares other than that contained in the
Prospectus or this document or any information previously published
by or on behalf of the Company by notification to a Regulatory
Information Service (as defined in the Listing Rules) such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares, and that neither Dresdner
Kleinwort nor the Company or any of their respective affiliates will
be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement, and 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 and that none of
the Company, its Directors and Dresdner Kleinwort or any person
acting on behalf of them shall have any liability for any such
information or representation, provided that nothing in this
paragraph shall exclude the liability of any person for any
fraudulent misrepresentation made by that person;

(ii)                represents and warrants that it has read the
Prospectus and this document in its entirety and acknowledges that
its participation in the Placing will be governed by the terms of the
Prospectus and this document;

(iii)               represents and warrants that it is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and it has observed the laws of all
requisite territories, obtained any requisite governmental or
national consents, complied with all relevant formalities and paid
any issue, transfer or other taxes due in connection with its
participation in any territory and that it has not taken any action
which will or may result in the Company or Dresdner Kleinwort being
in breach of the legal and/or regulatory requirements of any
territory in connection with the Placing;

(iv)              represents and warrants that it is, or at the  time
the Placing Shares are subscribed  for will be, the beneficial  owner
of such Placing Shares  and is not a  resident of Canada, Japan,  the
Republic of  South  Africa or  Australia  and acknowledges  that  the
Placing Shares have not been and will not be registered be cleared in
respect of the  Placing Shares  under the  securities legislation  of
Australia, Canada 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;

(v)                represents and warrants if it is in the UK, the
Placee has complied with its obligations in connection with money
laundering and terrorist financing under the Criminal Justice Act
1993, the Proceeds of Crime Act 2002, the Anti-terrorism, Crime and
Security Act 2001, the Terrorism Act 2000and the Money Laundering
Regulations 2003 (the "Regulations") and, if it is making a payment
on behalf of a third party, the Placee is an authorised institution
bound by such regulations and satisfactory evidence has been obtained
and recorded by the Placee to identify the identity of such third
party as required by such Regulations;

(vi)                     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  Financial
Services and Markets Act 2000 ("FSMA") relating to the Placing Shares
in circumstances  in which  Section 21(1)  of FSMA  does not  require
approval of the communication by an authorised person;

(vii)              represents  and warrants that it has complied  and
will comply with all  applicable provisions of  FSMA with respect  to
anything done by  the Placee in  relation to the  Placing Shares  in,
from or otherwise involving the United Kingdom;

(viii)           acknowledges that it irrevocably appoints any
director of Dresdner Kleinwort as its agent for the purposes of
executing and delivering to the Company and/or its registrars any
documents on its behalf necessary to enable it to be registered as
the holder of any of the Placing Shares agreed to be taken up by it
under the Placing;

(ix)            acknowledges that by subscribing for the Placing
Shares in the Placing, it agrees that the waiver by Dresdner
Kleinwort of any condition of the Placing Agreement or the extension
of the time for fulfilment of any of its conditions or the exercise
or otherwise of the right to terminate the Placing Agreement shall be
within Dresdner Kleinwort's absolute discretion and that neither
Dresdner Kleinwort nor the Company shall have any liability to any
Placee whatsoever in connection with any decision to waive such
condition or extend the time for satisfaction of any condition or the
decision as to the exercise or otherwise the right to terminate the
Placing Agreement;

(x)                represents and warrants that it has all necessary
capacity and has obtained all necessary consents and authorities to
enable it to give its commitment to this participation 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 document) and will honour such obligations;

(xi)              undertakes that (a) the person whom it specifies
for registration as holder of the Placing Shares will be (i) the
Placee or (ii) a nominee of the Placee, as the case may be, (b)
neither Dresdner Kleinwort 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 and (iii) each Placee and any
person acting on behalf of the Placee agrees to subscribe on the
basis that the Placing will be allotted to the CREST stock account of
Dresdner Kleinwort who will hold them as settlement agent as nominee
on behalf of the Placee until settlement in accordance with its
standing settlement instructions with payment for the Placing Shares
being made simultaneously upon receipt of the Placing Shares in the
Placee's stock account on a delivery versus payment basis;

(xii)             acknowledges that Dresdner Kleinwort is not making
any recommendation to it or advising it regarding the suitability or
merits of participation in the Placing or any transaction it may
enter into in connection with the Placing or otherwise. In addition,
Dresdner Kleinwort is not acting for the Placee, nor will be
responsible to the Placee for providing the protections afforded to
their customers or for advising it on the Placing or the Prospectus;

(xiii)           acknowledges that the Placing Shares will be issued
subject to the terms and conditions of this Appendix and otherwise as
stated in the Prospectus;

(xiv)           acknowledges that the C shares of the Company with a
nominal value of 100 pence each are listed on the Official List of
the UKLA, and the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices of the UKLA (collectively, 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 financial years, and
that it is able to obtain or access the Exchange Information without
undue difficulty;

(xv)            acknowledges that it has not relied on any
information relating to the Company contained in any research reports
prepared by Dresdner Kleinwort, any of its respective Affiliates or
any person acting on Dresdner Kleinwort's or its Affiliates' behalf
and understands that (i) none of Dresdner Kleinwort, nor any of its
respective Affiliates nor any person acting on Dresdner Kleinwort's
or its Affiliates' behalf has or shall have any liability for public
information or any representation; (ii) none of Dresdner Kleinwort,
nor any of its respective Affiliates nor any person acting on
Dresdner Kleinwort's or its Affiliates' behalf has or shall have any
liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the
date of this document  or otherwise; and that (iii) none of Dresdner
Kleinwort, nor any of its respective Affiliates nor any person acting
on Dresdner Kleinwort's or its Affiliates' behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date of
publication, the date of this document or otherwise;

(xvi)           acknowledges that neither Dresdner Kleinwort nor any
person acting on its behalf or any of its affiliates has or shall
have any liability for any publicly available or filed 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;

(xvii)         represents and warrants that the issue to the Placee,
or the person specified by the Placee 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 issue or transfer Placing Shares into a clearance
system;

(xviii)        represents and warrants that it understands that the
Placing Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States;

(xix)           unless it is a QIB in the United States to which the
Placing Shares will be offered on a private placement basis, it is,
or at the time the Placing Shares are acquired for will be, (a) the
beneficial owner of such Placing Shares and is neither a person
located in the United States of America, its territories or
possessions, any state of the United States or the District of
Columbia (the "United States") nor acting on a non-discretionary
basis for a person in the United States, (b) is acquiring the Placing
Shares in an offshore transaction (as defined in Regulation S under
the Securities Act) and (c) will not offer or sell, directly or
indirectly, any of the Placing Shares in the United States except in
accordance with Regulation S or pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the
Securities Act;

(xx)            represents and warrants that it has not engaged and
will not engage in any directed selling efforts (as defined in
Regulation S), in any "general solicitation" or "general advertising"
(within the meaning of Rule 502(c) under the Securities Act), in each
case in connection with any offer or sale of the Placing Shares in
the United States and has not solicited and will not solicit
subscribers in any manner involving a "public offering" within the
meaning of Section 4(2) of the Securities Act;

(xxi)           represents and warrants that it has not offered or
sold and will not offer or sell any Placing Shares to persons in the
United Kingdom prior to Admission except to qualified investors as
defined in section 86(7) of FSMA, being persons falling within
Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;

(xxii)         represents and warrants that it is (a) a person
falling within Article 19(5) of the FPO or (b) a person falling
within Article 49(2)(a) to (d) of the FPO 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;

(xxiii)        represents and warrants that it is a qualified
investor as defined in section 86(7) of FSMA, being a person falling
within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;

(xxiv)       undertakes that it will pay for the Placing Shares
acquired by it in accordance with this announcement on the due time
and date set out herein against delivery of such Placing Shares to
it, failing which the relevant Placing Shares may be placed with
other Placees or sold as Dresdner Kleinwort may, in its absolute
discretion, determine;

(xxv)         acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person for
whom it is contracting as agent) free of stamp duty and stamp duty
reserve tax depends on the settlement relating only to an acquisition
by it and/or such person direct from the Company of the Placing
Shares in question.  Such agreement assumes that the Placing Shares
are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the
settlement related to other dealing in the Placing Shares, stamp duty
or stamp duty reserve tax may be payable, for which neither the
Company nor Dresdner Kleinwort will be responsible. If this is the
case, the Placee should take its own advice and notify Dresdner
Kleinwort accordingly. In addition, Placees should note that they
will be liable for any capital duty, 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 them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to
acquire any Placing Shares;

(xxvi)       acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Dresdner Kleinwort, any money
held in an account with Dresdner Kleinwort 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 relevant rules and
regulations of the FSA.  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
Dresdner Kleinwort's money in accordance with the client money rules
and will be used by Dresdner Kleinwort in the course of its business;
and the Placee will rank only as a general creditor of Dresdner
Kleinwort;

(xxvii)      acknowledges that Dresdner Kleinwort may (at its
absolute discretion) satisfy its obligations to procure Placees by
itself agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person to
do so;

(xxviii)    acknowledges and understands that the Company, Impax
Asset Management Limited, Dresdner Kleinwort and others will rely
upon the truth and accuracy of the foregoing representations,
warranties and acknowledgements;

(xxix)       acknowledges that until 40 days after the later of the
commencement of the Placing and the closing date, an offer or sale of
Placing Shares within the US by any dealer (whether or not
participating in the Placing) may violate the registration
requirements of the Securities Act if such offer or sale is made
otherwise than in accordance with Rule 144A or pursuant to another
exemption from registration under the Securities Act; and

(xxx)         acknowledges that this Appendix and all documents and
agreements into which this Appendix is incorporated by reference or
otherwise validly forms a part will be governed by and construed in
accordance with English law 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.


This document has been  issued by and is  the sole responsibility  of
the Company and has been approved solely for the purposes of  section
21   of the  Financial  Services and  Markets  Act 2000  by  Dresdner
Kleinwort, which is  regulated in  the UK by  the Financial  Services
Authority.

The acknowledgements,  undertakings, representations  and  warranties
referred to  above are  given to  each of  the Company  and  Dresdner
Kleinwort (for their own benefit and, where relevant, the benefit  of
their respective affiliates) and are irrevocable.

No UK stamp duty or stamp duty  reserve tax should be payable to  the
extent that the Placing Shares are issued or transferred (as the case
may be) into CREST to, or to the nominee of, a Placee who holds those
shares beneficially  (and  not as  agent  or nominee  for  any  other
person) within the CREST  system and registered in  the name of  such
Placee or such Placee's nominee.

Any arrangements  to issue  or  transfer the  Placing Shares  into  a
depositary receipts  system or  a clearance  service or  to hold  the
Placing Shares as agent or nominee  of a person to whom a  depositary
receipt may  be issued  or who  will  hold the  Placing Shares  in  a
clearance service, or any  arrangements subsequently to transfer  the
Placing Shares, may  give rise  to UK  stamp duty  and/or stamp  duty
reserve tax, for  which neither  the Company  nor Dresdner  Kleinwort
will be responsible and the Placee to whom (or on behalf of whom,  or
in respect of the person for whom it is participating in the  Placing
as an agent or nominee) the allocation, allotment, issue or  delivery
of Placing Shares has given rise to such UK stamp duty or stamp  duty
reserve tax  undertakes to  pay  such UK  stamp  duty or  stamp  duty
reserve tax forthwith and to indemnify  on an after-tax basis and  to
hold harmless the Company  and Dresdner Kleinwort  in the event  that
any of the Company  and/or Dresdner Kleinwort  has incurred any  such
liability to UK stamp duty or stamp duty reserve tax.

In addition, Placees  should note that  they will be  liable for  any
capital duty,  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 them or any other person on the acquisition by them
for any  Placing Shares  or  the agreement  by  them to  acquire  any
Placing Shares.

Dresdner  Kleinwort   Wasserstein   Securities  Limited,   which   is
authorised and  regulated by  the  Financial Services  Authority,  is
acting for the  Company and for  no one else  in connection with  the
Placing and will not be responsible to anyone other than the  Company
for providing the protections afforded  to the customers of  Dresdner
Kleinwort Wasserstein Securities Limited  or for affording advice  in
relation to the Placing, or any other matters referred to herein.

All times and dates  in this document may  be subject to amendment.
Dresdner Kleinwort shall notify the Placees and any person acting  on
behalf of the Placees of any changes.

This document has been prepared  solely to provide information  about
the Placing and it does not constitute, or form part of, any offer or
invitation to  purchase,  underwrite  or  otherwise  acquire  Placing
Shares being offered, or the solicitation of any such offer.  Without
limiting the foregoing statement,  this document does not  constitute
an offer  of  securities  for  sale in  the  United  States  nor  the
solicitation of  an  offer  to  buy  any  such  securities,  nor  may
securities  be  offered   or  sold  in   the  United  States   absent
registration or an  exemption from  registration as  provided in  the
Securities Act and the rules and regulations thereunder.  The Company
does not intend to register  the Placing Shares under the  Securities
Act.