Rights Issue

Intermediate Capital Group PLC
10 January 2008


Thursday, 10th January 2008



                         Intermediate Capital Group PLC


       RIGHTS ISSUE TO RAISE NET PROCEEDS OF £175 MILLION TO FUND GROWTH


After the strong results for the six months to 30 September 2007, we are pleased
to report another good performance in the third quarter with better than
expected loan book growth, which is expected to lead to further growth in core
income. Today ICG announces a fully underwritten Rights Issue raising
approximately £175 million (net of expenses) to finance growth we see in
prospect resulting from the unparalleled changes in debt markets and our access
to the opportunities that result.

The Rights Issue will result in the issue of up to 15,669,842 New Ordinary
Shares (representing 22.2 per cent. of the existing issued share capital of the
Company and 18.2 per cent. of the issued share capital of the Company including
the New Ordinary Shares) at 1,150 pence per share, on the basis of:


   2 New Ordinary Shares for every 9 Ordinary Shares held on 10 January 2008

Rights Issue and other highlights

   •    The issue price of 1,150 pence per share represents a discount of 27.7
        per cent. to the closing price of an Existing Ordinary Share on 9 
        January 2008, the last business day prior to the date of this 
        announcement;
   •    The Rights Issue is fully underwritten;
   •    The Interim Management Statement released today, indicates strong growth
        in the three months to 31 December 2007, with the loan and investment 
        book growing more than expected by 16.5 per cent. to £2,069 million;
   •    The purpose of the Rights Issue is to finance growth in the loan book
        from investment opportunities that are resulting from the credit crisis;
   •    The portfolio remains strong and is performing satisfactorily; and
   •    The Executive Directors will be taking up their rights under the Rights
        Issue in full.


Commenting, Tom Attwood, Intermediate Capital Group PLC Managing Director said:


'The dramatic reversal in debt markets is only beginning to unfold. The LBO
market is suffering an acute shortage of liquidity. As a result, mezzanine
investors, such as ICG, with access to permanent capital, are seeing very
attractive opportunities on great terms.


The funds raised, along with further debt and third party funds, will provide us
with substantial resources to take advantage of the opportunities that will
result from the bursting of the credit bubble.'


This summary should be read in conjunction with the full text of this
announcement.


A conference call for analysts and investors located outside the United States,
Australia, Canada, Japan and the Republic of South Africa will be held today, 10
January 2008, at 9:30 am.


Contacts:
Intermediate Capital Group PLC
Tel: [phone]
Tom Attwood, Managing Director
Philip Keller, Finance Director
Jean-Christophe Rey, Investor Relations


Brunswick Group Limited
PR Adviser
Tel: [phone]
Helen Barnes
Teresa Bianchi


JPMorgan Cazenove
Financial Adviser, Broker and Bookrunner
Tel: [phone]
Christopher Smith
Jonathan Wilcox
Mike Collar


Numis Securities Limited
Joint Lead Manager
Tel: [phone]
Christopher J Wilkinson
Stuart Skinner


This announcement does not constitute, or form part of an offer to sell, or the
solicitation of an offer to subscribe for or buy, any of the New Ordinary Shares
to be issued or sold in connection with the Rights Issue. Any decision to invest
in the New Ordinary Shares should only be made on the basis of information in
the Prospectus which will contain further details relating to the Rights Issue
and ICG in general as well as a summary of the risk factors to which an
investment in the New Ordinary Shares is subject. The Prospectus and the
Provisional Allotment Letters relating to the Rights Issue are expected to be
issued on 11 January 2008.


None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares nor
the Provisional Allotment Letters has been or will be registered under the
United States Securities Act 1933, as amended, or under the applicable
securities laws of any state of the United States, any province or territory of
Canada, Japan, Australia or the Republic of South Africa. Accordingly, unless a
relevant exemption from such requirements is available, neither the New Ordinary
shares nor the Provisional Allotment Letters may be offered, sold, taken up,
renounced or delivered, directly or indirectly, within the United States,
Canada, Japan, Australia or the Republic of South Africa or in any country,
territory or possession where to do so may contravene local securities laws or
regulations.


JPMorgan Cazenove Limited ('JPMorgan Cazenove') which is authorised and
regulated in the UK by the Financial Services Authority is acting exclusively as
financial adviser, broker and bookrunner to the Company in connection with the
Rights Issue and not for any other person and will not be responsible to any
other person for providing the protections afforded to customers of JPMorgan
Cazenove, or for providing advice in relation to the Rights Issue, the contents
of this document and the accompanying documents or any arrangements referred to
therein.


J.P. Morgan Securities Ltd, which is authorised and regulated in the UK by the
Financial Services Authority is acting exclusively as underwriter to the Company
in connection with the Rights Issue and not for any other person and will not be
responsible to any person for providing the protections afforded to customers of
J.P.Morgan Securities Ltd, or for providing advice in relation to the Rights
Issue, the contents of this document and the accompanying documents or any
arrangements referred to therein.


Numis Securities Limited which is authorised and regulated in the UK by the
Financial Services Authority is acting exclusively as joint lead manager to the
Company in connection with the Rights Issue and not for any other person and
will not be responsible to any other person for providing the protections
afforded to customers of Numis Securities Limited, or for providing advice in
relation to the Rights Issue, the contents of this document and the accompanying
documents or any arrangements referred to therein.


The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.


Prices and values of, and income from, Ordinary Shares may go down as well as up
and an investor may not get back the amount invested. It should be noted that
past performance is no guide to future performance. Persons needing advice
should consult an independent financial adviser.


This announcement includes statements that are, or may be deemed to be, 'forward
looking statements'. These forward looking statements can be identified by the
use of forward looking terminology, including the terms 'believes', 'estimates',
'plans', 'anticipates', 'targets', 'aims', 'continues', 'expects', 'intends',
'hopes', 'may', 'will', 'would', 'could' or 'should' or, in each case, their
negative or other variations or comparable terminology. These forward looking
statements include matters that are not historical facts. They appear in a
number of places throughout this announcement and include statements regarding
the Group's intentions, beliefs or current expectations concerning, among other
things, the Group's results of operations, financial condition, liquidity,
prospects, growth, strategies and the industries in which the Group operates. By
their nature, forward looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors could cause
actual results and developments to differ materially from those expressed or
implied by the forward looking statements including, without limitation:
conditions in the markets, market position of the Company or its subsidiaries,
earnings, financial position, cash flows, return on capital and operating
margins, anticipated investments and capital expenditures, changing business or
other market conditions and general economic conditions. These and other factors
could adversely affect the outcome and financial effects of the plans and events
described herein. Forward looking statements contained in this announcement
based on past trends or activities should not be taken as a representation that
such trends or activities will continue in the future. Save as required by law
or by the Listing Rules, Prospectus Rules or Disclosure Rules and Transparency
Rules, none of ICG, JPMorgan Cazenove, Numis, nor any other person, undertakes
any obligation to update or revise any forward looking statements, whether as a
result of new information, future events or otherwise. You should not place
undue reliance on forward looking statements.



                         Intermediate Capital Group PLC

       RIGHTS ISSUE TO RAISE NET PROCEEDS OF £175 MILLION TO FUND GROWTH


Introduction


After the strong results for the six months to 30 September 2007, we are pleased
to report another good performance in the third quarter with better than
expected loan book growth, which is expected to lead to further growth in core
income. Today ICG announces a fully underwritten Rights Issue raising
approximately £175 million (net of expenses) to finance growth we see in
prospect resulting from the unparalleled changes in debt markets and our access
to the opportunities that result.


The Rights Issue will result in the issue of up to 15,669,842 New Ordinary
Shares (representing 22.2 per cent. of the existing issued share capital of the
Company and 18.2 per cent. of the issued share capital of the Company including
the New Ordinary Shares) at 1,150 pence per share, on the basis of:


   2 New Ordinary Shares for every 9 Ordinary Shares held on 10 January 2008


Background to and reasons for the Rights Issue


Since listing, the Company has delivered significant growth in every aspect of
its business. The Company's strategy is to double the size of its loan book
every five years by employing and motivating high quality people. This remains
the Company's objective and the Directors believe that the unprecedented changes
in the credit markets in which the Company operates and the private equity
market which it serves have materially improved the prospects for new
investments in the foreseeable future.


The collapse of liquidity in the debt markets in July and August 2007
represented the end of a bull market in credit, and has caused LBO activity to
fall sharply since. As a result of this debt market collapse, a number of new
opportunities are emerging, and leverage multiples, lender protection and
pricing on new deals appear to be moving back to the more conservative levels
seen several years ago. There also appears to be a renewed interest in using
attractively priced and structured mezzanine debt in buyouts.


Accordingly, the Directors foresee good prospects for growth in the Group's
business, particularly its

loan book. This growth is expected to result from:


   •    further opportunities to finance mid-market buyouts throughout Europe;
   •    increase in purchases of mezzanine debt in the secondary market;
   •    purchase of debt from underwriting banks where syndication has been
        unsuccessful and where the debt is being restructured accordingly;
   •    investments originated by the Group's new development capital/minority
        partner business;
   •    reduced levels of pre-payments in the Group's existing portfolio;
   •    considerably greater activity in the Asia Pacific region; and
   •    activity generated by the Group's new office in North America.


Since 2004, the Company has witnessed a decline in the use of equity warrants,
although the Directors believe that the Company continues to enjoy more equity
warrants on its transactions than the market as a whole. Consequently, in order
to obtain the best balance of risk and reward, the Company has been investing in
equity alongside its mezzanine investments, thus growing its equity portfolio.
In the six months to 30 September 2007 the initial cost of these equity
investments has grown from £229 million to £332 million, excluding the Group's
investment in CDOs. Assuming that the Group's equity investments are funded
exclusively from shareholders' funds, the Group's gearing levels would therefore
have increased from 2.4 times at 31 March 2007 to 3.6 times at 30 September
2007. ICG has traditionally financed its growth with a combination of equity and
debt while maintaining an acceptable level of gearing (defined as the ratio of
total debt to shareholders' funds). The Rights Issue will increase ICG's
flexibility to fund future growth.


In the quarter ended 31 December 2007, ICG had both a strong period for
investment with £566 million of financing arranged and provided (£63 million of
which is equity) and three months of unusually low repayments. This has resulted
in a strong increase in ICG's loan and investment book of 16.5 per cent. The
Directors believe that the opportunities now available to ICG will continue to
be on improved terms that fairly reflect the associated risk.


The continued growth in ICG's portfolio since its rights issue in 1999 and the
placing and open offer in 2003 has resulted in growth in core income, pre-tax
profits and earnings per share. To enable it to facilitate the growth that the
Directors see in prospect, while retaining a prudent financial structure, the
Directors believe it is now appropriate to raise further equity by way of the
Rights Issue. Raising further equity will also enhance the Company's ability to
raise further forms of finance in the future.


Information on ICG

ICG is a leading independent arranger and provider of mezzanine finance in
Europe with operations in Asia Pacific and in North America. Since its
formation, it has arranged or provided £7.2 billion of mezzanine and equity
finance in over 330 transactions across Europe, the Asia Pacific region and
North America. Since listing in 1994, the value of ICG's investment portfolio
has grown from £144 million to £1.8 billion as at 30 September 2007.


In 2001, in order to build on its established European operations, ICG opened an
office in Hong Kong with a view to extending its mezzanine and equity business
to the Asia Pacific region. As at 30 September 2007, ICG had completed eight
deals in the Asia Pacific region, underwriting a total of US$572 million of
mezzanine and equity finance. In June 2007, ICG further expanded its
international network with the opening of a New York office.


In addition to investing its own capital in mezzanine and equity assets
totalling £1.8 billion as at 30 September 2007, ICG has developed a successful
fund management business which, as at 30 September 2007, had €8.8 billion of
funds under management in mezzanine, equity and non-mezzanine funds. The latest
European mezzanine fund was closed at the end of March 2007 with €1.25 billion
of equity commitments and €0.9 billion of leverage. This fund provides increased
management fee income and helps ICG to arrange larger tranches of mezzanine and
equity financing.


On the non-mezzanine fund management side, at 30 September 2007, ICML managed
seven CDO funds and a number of institutional funds, with aggregate funds under
management of €4.9 billion. In aggregate, as at 30 September 2007, ICG had net
exposure of £29.4 million to these managed funds, all of which have been
performing satisfactorily to date. In December 2007, ICML closed a new CDO fund,
Eurocredit VIII, with investor commitments of €636 million. This was a
significant achievement in the current market and should lead to increased
management fees.


Current trading and prospects

ICG has today released an Interim Management Statement covering the 3 months to
31 December 2007.


As anticipated, investment activity during the three months to 31 December 2007
was strong as credit markets moved in the Group's favour. Over the three month
period, ICG arranged or provided £566 million in 10 new investments compared
with £898 million in 21 investments in the six months to 30 September 2007. Of
the £566 million, £319 million was retained on the balance sheet and 40 per
cent. were assets underwritten by banks before credit markets began to turn in
July 2007 and that the Group has since acquired on enhanced terms. The Directors
continue to see opportunities to invest at attractive terms in assets sold by
underwriting banks where syndication has been unsuccessful and where the debt
has been restructured and/or repriced. The primary market in the Group's core
mid market segment continues to experience strong growth in the Asia Pacific
region and is gradually reopening in Europe and North America. Mezzanine is
increasingly playing a central part in successful LBO financings.


At the same time, as ICG had expected, there was a marked slow down in
repayments in the third quarter with £82 million coming back to ICG's balance
sheet compared with £458 million in the six months to 30 September 2007. As a
result of the lower level of exits and repayments experienced, there were no
capital gains in the third quarter.


This strong period for investment and unusually low repayments have resulted in
an increase in ICG's loan and investment book, which grew 16.5 per cent. to
£2,069 million (£1,776 million at 30 September 2007). The Directors expect this
strong momentum to continue.


As at 30 September 2007, the Group had £677 million of financing headroom. Since
then, ICG has continued to review and extend its ongoing debt arrangements, and
has recently announced a BBB+ rating by Fitch Ratings, which will widen the
range of potential sources of debt capital available to the Company. This,
together with the net proceeds of the Rights Issue, will allow ICG to take
further advantage of the considerable investment opportunities the Company is
currently experiencing. ICG had £482 million of financial headroom under its
current facilities as at 31 December 2007.


The Group's portfolio continues to perform well. However, the Directors believe
that there is a growing risk to the wider economy, which could, in due course,
result in higher default rates. In these circumstances, ICG's priority is to
maintain its investment discipline of investing in the highest quality credit.


Although capital gains for the full year will be considerably below last year's
level, strong growth in ICG's loan and investment portfolio is expected to
continue in the fourth quarter, leading to growth in core income.


Dividends

The Company's objective remains to provide double-digit percentage increases in
dividend broadly in line with growth in core income.


Principal terms of the Rights Issue


The Company is raising approximately £175 million (net of expenses) by way of
the Rights Issue. The Issue Price of 1,150 pence per New Ordinary Share, which
is payable in full on acceptance by not later than 11 a.m. on 6 February 2008,
represents a 27.7 per cent. discount to the closing middle market price of an
ICG Ordinary Share on 9 January 2008, the last Business Day prior to the
announcement of the Rights Issue.


Subject to the fulfilment of, amongst others, the conditions described below,
the Company will offer up to 15,669,842 New Ordinary Shares by way of rights to
Qualifying Shareholders at 1,150 pence per New Ordinary Share, payable in full
on acceptance. The Rights Issue will be on the basis of:


               2 New Ordinary Shares for every 9 Ordinary Shares


held by and registered in the names of Qualifying Shareholders on the Rights
Issue Record Date, and so in proportion to any other number of existing Ordinary
Shares then held and otherwise on the terms

and conditions set out in the Prospectus and, in the case of Qualifying
non-CREST Shareholders (other than certain Overseas Shareholders) only, the
Provisional Allotment Letter. Holdings of Ordinary Shares in certificated and
uncertificated form will be treated as separate holdings for the purpose of
calculating entitlements under the Rights Issue. Fractional entitlements to New
Ordinary Shares will not be allotted and, where necessary, entitlements will be
rounded down to the nearest whole number (nil paid) of New Ordinary Shares.


The New Ordinary Shares will, when issued and fully paid, rank pari passu in all
respects with the Ordinary Shares including the right to all future dividends
and other distributions declared, made or paid.


The Rights Issue is conditional, amongst other things, upon:


a)  the Company having applied to Euroclear UK & Ireland for admission of
    the Nil Paid Rights to CREST as participating securities and no notification
    having been received from Euroclear UK & Ireland on or before Admission that
    such admission or facility for holding and settlement has been or is to be
    refused;

b)  Admission becoming effective by not later than 8:00 a.m. on 15 January
    2008 (or such later time and/or date as J.P. Morgan, JPMorgan Cazenove and
    the Company may agree); and

c)  the Underwriting Agreement becoming unconditional in all respects and
    not having been terminated in accordance with its terms prior to Admission.


Application will be made to the FSA for the New Ordinary Shares to be admitted
to the Official List and to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on its main market for listed securities. It is
expected that Admission will become effective and dealings (for normal
settlement) in the New Ordinary Shares will commence, nil paid, on 15 January
2008.


Subject to the terms and conditions of the Underwriting Agreement, JPMorgan
Cazenove, as agent for the Company, has conditionally agreed to procure
subscribers for the New Ordinary Shares not taken up in the Rights Issue,
failing which J.P. Morgan (on behalf of JPMorgan Cazenove) will subscribe as
principal for such New Ordinary Shares, at a price of 1,150 pence per share.


The latest time and date for acceptance and payment in full under the Rights
Issue is expected to be

11:00 a.m. on 6 February 2008.


The detailed terms and conditions relating to the Rights Issue will be set out
in the Prospectus which it is expected will be sent on 11 January 2008 to
Qualifying Shareholders (other than to certain Overseas Shareholders) as well
as, in the case of Qualifying non-CREST Shareholders (other than certain
Overseas Shareholders), Provisional Allotment Letters, which it is also expected
will be sent on 11 January 2008.


This announcement does not constitute, or form part of an offer to sell, or the
solicitation of an offer to subscribe for or buy, any of the New Ordinary Shares
to be issued or sold in connection with the Rights Issue. Any decision to invest
in the New Ordinary Shares should only be made on the basis of information in
the Prospectus which will also contain further details relating to the Rights
Issue and ICG in general as well as a summary of the risk factors to which an
investment in the New Ordinary Shares is subject.


Expected timetable of principal events for the Rights Issue
                                                                            2008
Rights Issue Record Date                                                close of 
                                                                  business on 10 
                                                                         January
Announcement of Rights Issue                                          10 January

Publication of Prospectus and despatch of Provisional Allotment       11 January
Letters (to Qualifying non-CREST Shareholders other than certain
Overseas Shareholders)

Notice of the Rights Issue published in the London Gazette            15 January

Stock accounts credited with Nil Paid Rights                        8:00 a.m. on
(for Qualifying CREST Shareholders other than certain Overseas        15 January
Shareholders)                    

Admission and commencement of dealings in Nil Paid Rights on the    8:00 a.m. on
London Stock Exchange and existing Ordinary Shares marked 'ex'        15 January

Nil Paid Rights and Fully Paid Rights enabled in CREST                15 January

Recommended latest time and date for requesting withdrawal of Nil   4.30 p.m. on
Paid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid    1 February
Rights or Fully Paid Rights are in CREST and you wish to convert
them into certificated form)

Recommended latest time and date for depositing renounced          3.00 p.m. on
Provisional Allotment Letters, nil paid, into CREST or for         4 February
dematerialising Nil Paid Rights or Fully Paid Rights into a CREST
stock account

Latest time and date for splitting Provisional Allotment Letters,   3.00 p.m. on
nil paid and fully paid                                               4 February

Latest time and date for registration of renunciation Provisional  11:00 a.m. on
Allotment Letters, fully paid                                         6 February

Latest time and date for acceptance and payment in full            11.00 a.m. on
                                                                      6 February 

Latest time and date for transfer of Fully Paid Rights              3:00 p.m. on
                                                                      6 February

Commencement of dealings in New Ordinary Shares on London Stock     8.00 a.m. on
Exchange, fully paid                                                  7 February

New Ordinary Shares credited to CREST stock accounts                  7 February

Expected date of despatch of definitive share certificates for New   14 February
Ordinary Shares in certificated form

Expected date of despatch of sale of rights cheque                   14 February

Notes:

(1) References to times in this announcement are to London time unless otherwise
stated.


(2) The times and dates set out in the expected timetable of principal events
for the Rights Issue may be changed by ICG in which case details of such new
times and dates will be notified to the FSA, to the London Stock Exchange plc,
and where applicable, to Shareholders.


Copies of the Prospectus will be available for inspection during usual business
hours on any weekday (Saturdays, Sundays and public holidays excepted) from the
date of publication of the Prospectus until commencement of dealings in New
Ordinary Shares fully paid which is expected to be on 7 February 2008, at the
registered office of ICG at 20 Old Broad Street, London EC2N 1DP. Copies of the
Prospectus will be made available free of charge upon request.


In addition, the Prospectus will be available for inspection at the UK Listing
Authority's Document Viewing Facility at the Financial Services Authority, 25
The North Colonnade, Canary Wharf, London E14 5HS.


Directors' Intentions

Each of the Directors who holds Ordinary Shares intends either to subscribe for
New Ordinary Shares in full or to sell sufficient Nil Paid Rights during the nil
paid dealing period to meet the costs of taking up the balance of their
entitlement to New Ordinary Shares. The Executive Directors will be taking up
their rights under the Rights Issue in full.


This announcement has been issued by, and is the sole responsibility of, ICG.


Definitions

In this announcement, unless the context otherwise requires:

'Admission' means the admission of the New Ordinary Shares (nil paid) (i) to the
Official List and (ii) to trading on the London Stock Exchange's main market for
listed securities becoming effective in accordance, respectively, with the
Listing Rules and the Admission and Disclosure Standards;

'CDO' means collateralised debt obligation;

'Company' or 'ICG' means Intermediate Capital Group PLC;

'CREST' means the relevant system (as defined in the CREST Regulations) for
paperless settlement of share transfers and the holding of shares in
uncertificated form in respect of which Euroclear UK & Ireland is the operator
(as defined in the CREST Regulations);

'Disclosure Rules and Transparency Rules' means the rules made by the FSA under
Part VI of FSMA relating to the disclosure of information (as amended from time
to time);

'Directors' means the current directors of the Company;

'Euroclear UK & Ireland' means Euroclear UK & Ireland Limited, the operator of
CREST;

'Existing Ordinary Shares' means the fully paid Ordinary Shares in issue at the
Rights Issue Record Date;

'FSA' means the Financial Services Authority in its capacity as the competent
authority for the purposes of Part VI of FSMA and in the exercise of its
functions in respect of admission to the Official

List otherwise than in accordance with Part VI of FSMA

'Fully Paid Rights' means rights to acquire New Ordinary Shares, fully paid;

'Group' means the Company and its subsidiaries from time to time;

'ICML' means Intermediate Capital Managers Limited, a wholly-owned subsidiary of
the Company;

'Interim Management Statement' means the management statement of the Company in
respect of the three month period to 31 December 2007;

'JPMorgan Cazenove' or 'JPMC' means JPMorgan Cazenove Limited;

'J.P. Morgan' means J.P. Morgan Securities Ltd.;

'LBO' means leveraged buyout;

'Listing Rules' means the listing rules made by the FSA under Part VI of FSMA
(as amended from time to time);

'London Stock Exchange' means London Stock Exchange plc;

'New Ordinary Shares' means up to 15,669,842 New Ordinary Shares to be issued by
the Company pursuant to the Rights Issue;

'Nil Paid Rights' means New Ordinary Shares in nil paid form provisionally
allotted to Qualifying Shareholders pursuant to the Rights Issue;

'Official List' means the Official List of the FSA;

'Ordinary Shares' means the ordinary shares of 20 pence each in the capital of
the Company;

'Overseas Shareholders' means Qualifying Shareholders who have registered
addresses outside the UK;

'Prospectus' means the prospectus to be published by the Company in relation to
the Rights Issue;

'Prospectus Rules' means the rules made by the FSA under Part VI of FSMA in
relation to offers of transferable securities to the public and admission of
transferable securities to trading on a regulated market;

'Provisional Allotment Letter' means the renounceable provisional allotment
letter to be issued to Qualifying non-CREST Shareholders by the Company in
respect of the Nil Paid Rights pursuant to the Rights Issue;

'Qualifying non-CREST Shareholders' means Qualifying Shareholders whose Ordinary
Shares on the register of members of the Company at the close of business on the
Rights Issue Record Date are in certificated form;

'Qualifying Shareholders' means holders of Ordinary Shares on the register of
members of the Company at the close of business on the Rights Issue Record Date;

'Rights Issue' means the proposed offer by way of rights of the New Ordinary
Shares to Qualifying Shareholders at the Issue Price on the terms and subject to
the conditions to be set out in the Prospectus and, in the case of Qualifying
non-CREST Shareholders only other than certain Overseas Shareholders), the
Provisional Allotment Letter;

'Rights Issue Record Date' means the close of business on 10 January 2008;

'Shareholders' means holders of Ordinary Shares;

'Underwriting Agreement' means the agreement between the Company, J.P. Morgan
and JPMorgan Cazenove dated 10 January 2008; and

'United States' or 'US' means the United States of America, its territories and
possessions, any state of the United States of America and the District of
Columbia.




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