Rec. Offer for Meconic - Pt 2

Johnson,Matthey PLC
21 June 2001

PART 2
                                 APPENDIX 1
                                      
                  CONDITIONS AND FURTHER TERMS OF THE OFFER

The  Offer, which will be made by Schroder Salomon Smith Barney on behalf  of
Johnson Matthey, will comply with the applicable rules and regulations of the
City Code and the UKLA, will be governed by English law and be subject to the
jurisdiction  of the English courts and to the terms and conditions  set  out
below and as set out in the Offer Document and related Form of Acceptance.

Part A:

Conditions of the Offer

     The Offer will be conditional upon:-

1.   valid   acceptances  of  the  Offer  being  received  (and  not,   where
     permitted,  withdrawn) by not later than 3.00 p.m. on the first  closing
     date  of  the  Offer  (or such later time(s) and/or date(s)  as  Johnson
     Matthey  may, subject to the rules of the City Code, decide) in  respect
     of  not  less  than 90 per cent. (or such lesser percentage  as  Johnson
     Matthey  may  decide) in nominal value of Meconic Shares  to  which  the
     Offer  relates,  provided  that this condition  will  not  be  satisfied
     unless  Johnson  Matthey  shall  have acquired  or  agreed  to  acquire,
     whether  pursuant  to  the Offer or otherwise, Meconic  Shares  carrying
     more  than  50 per cent. of the voting rights then normally  exercisable
     at  a  general  meeting  of  Meconic  Shareholders  including  for  this
     purpose,  to  the  extent, if any, required by  the  Panel,  any  voting
     rights  attaching  to  any  Meconic  Shares  which  are  unconditionally
     allotted  before  the Offer becomes or is declared unconditional  as  to
     acceptances,  whether  pursuant  to  the  exercise  of  any  outstanding
     conversion or subscription rights or otherwise; and for the purposes  of
     this condition:-

     1.1    shares  which have been unconditionally allotted shall be  deemed
             to carry the voting rights which they will carry upon issue; and
     
     1.2    the  expression 'Meconic Shares to which the Offer relates' shall
             be construed in accordance with Sections 428 to 430F of the Act;

2.   no  government  or  governmental,  quasi-  governmental,  supranational,
     statutory,  regulatory  or  investigative  body,  court,  trade  agency,
     professional  association or institution , environmental  body   or  any
     other  similar  person  or body whatsoever in any relevant  jurisdiction
     (each   a  'Third  Party')  having  decided  to  take,  instituted,   or
     threatened  any  action,  proceeding, suit,  investigation,  enquiry  or
     reference or having required any action to be taken or otherwise  having
     done   anything  or  having  made,  proposed  or  enacted  any  statute,
     regulation,  order  or decision or having done anything  and  there  not
     continuing to be outstanding any statute, regulation, order or  decision
     which would or might reasonably be expected to:-

             2.1   make the Offer, its implementation, or the acquisition  or
             the  proposed  acquisition of any shares in, or control  or  the
             change  of control of, Meconic by Johnson Matthey, void, illegal
             or  unenforceable in any jurisdiction, or otherwise directly  or
             indirectly  prohibit, restrict or materially delay the  same  or
             impose   additional  conditions  or  obligations  with   respect
             thereto,  or otherwise challenge, materially hinder or interfere
             therewith  or  otherwise challenge or require amendment  of  the
             Offer  or the acquisition or proposed acquisition of any Meconic
             Shares  or  control or change of control of Meconic  by  Johnson
             Matthey,  in  each  case in a manner which is  material  in  the
             context of the Offer;

             2.2  require, prevent or delay the divestiture by any member  of
             the  wider Johnson Matthey group or the wider Meconic  group  of
             all  or  any  material  portion of their respective  businesses,
             assets  or property, or (to an extent which is material  in  the
             context  of  the Offer or the wider group concerned taken  as  a
             whole)  impose any material limitation on the ability of any  of
             them to conduct their respective businesses (or any of them)  or
             own their respective assets or properties or any part thereof;

             2.3   impose  any  material limitation  on,  or  result  in  any
             material  delay  in,  the ability of any  member  of  the  wider
             Johnson Matthey group or any member of the wider Meconic  group,
             to  acquire,  directly or indirectly, or to hold or to  exercise
             effectively  all  or any rights of ownership of  any  shares  or
             securities  convertible into shares in any member of  the  wider
             Meconic group or to exercise management control over any  member
             of the wider Meconic group;

             2.4   require  any  member of the wider  Johnson  Matthey  group
             and/or of the wider Meconic group to acquire or offer to acquire
             any  shares  or  other  securities in any member  of  the  wider
             Meconic  group owned by any Third Party, such acquisition  being
             material  in the context of the wider Meconic group taken  as  a
             whole;

             2.5   otherwise  adversely affect any or all of the  businesses,
             assets,  prospects or profits of any member of the wider Meconic
             group  or  any member of the wider Johnson Matthey group  to  an
             extent  which  is material in the context of the  wider  Johnson
             Matthey group and the wider Meconic group taken as a whole;

     and  all  applicable  waiting and other time periods  during  which  any
     Third  Party  could institute, implement or threaten  any  such  action,
     proceedings,  suit, investigation, enquiry or reference under  the  laws
     of   any   relevant  jurisdiction,  having  expired,  lapsed   or   been
     terminated;

3.   all  necessary  filings  and  applications  having  been  made  and  all
     necessary  waiting  periods  (including extensions  thereof)  under  any
     applicable  legislation  or  regulations  of  any  jurisdiction   having
     expired,  lapsed  or  been  terminated and all statutory  or  regulatory
     obligations  in any relevant jurisdiction having been complied  with  in
     each  case  as  may be necessary in connection with the  Offer  and  its
     implementation  or the proposed acquisition by Johnson  Matthey  of  any
     shares  in,  or  control  of,  Meconic and all  authorisations,  orders,
     recognitions,  grants,  consents, clearances,  confirmations,  licences,
     certificates,  permissions  and approvals ('Authorisations')  which  are
     material  and  necessary or appropriate for or in respect of  the  Offer
     and  the  proposed acquisition by Johnson Matthey of any shares  in,  or
     control of, Meconic or in relation to the affairs of any member  of  the
     wider  Johnson  Matthey  group or the wider Meconic  group  having  been
     obtained  in  terms  and  in a form reasonably satisfactory  to  Johnson
     Matthey  from all appropriate Third Parties (as defined in paragraph  2)
     and  all  such  Authorisations remaining in full force  and  effect  and
     there  being no notice or intimation of any intention to revoke, suspend
     or  amend  or not to renew any of these at the time at which  the  Offer
     becomes  or  is  declared wholly unconditional, in each case  where  the
     absence  of such Authorisation would have a material adverse  effect  on
     the  Meconic  Group or of the wider Johnson Matthey  group  taken  as  a
     whole;

4.   except  as  disclosed to Johnson Matthey prior to 21  June  2001,  there
     being  no  provision  of any arrangement, agreement,  licence  or  other
     instrument to which any member of the wider Meconic group is a party  or
     by  or  to which any such member or any of its respective assets may  be
     bound  or  be  subject  and  which, in  consequence  of  the  making  or
     implementation of the Offer or the proposed acquisition  of  any  shares
     in, or control of, Meconic by Johnson Matthey or because of a change  in
     the  control or management of Meconic or otherwise, in each  case  would
     or  might  reasonably be expected to result in (to an  extent  which  is
     material in the context of the wider Meconic group taken as a whole):-

             4.1    any   monies  borrowed  by  or  indebtedness  actual   or
             contingent  of  any member of the wider Meconic group  being  or
             becoming  repayable  or  capable  of  being  declared  repayable
             immediately  or prior to its stated maturity or the  ability  of
             any  such  member to borrow monies or to incur any  indebtedness
             being withdrawn or inhibited;

             4.2   the  creation  or enforcement of any mortgage,  charge  or
             other  security  interest over the whole  or  any  part  of  the
             business, property or assets of any member of the wider  Meconic
             group  or any such security (whenever arising or having  arisen)
             becoming enforceable;

             4.3  the rights, liabilities, obligations, interests or business
             of  any  member  of  the  wider Meconic  group  under  any  such
             arrangement, agreement, licence or instrument (or any  agreement
             or   arrangement   relating  to  any  such   right,   liability,
             obligation, interest or business) being terminated or  adversely
             modified  or  any  adverse action being  taken  or  any  onerous
             obligation arising thereunder;
     
             4.4   the creation of any liabilities (actual or contingent)  by
             any  such  member  (otherwise than in  the  ordinary  course  of
             business);

             4.5   any  asset or interest of any member of the wider  Meconic
             group  being or falling to be disposed of or charged  (otherwise
             than  in  the ordinary course of business) or any right  arising
             under  which any such asset or interest could be required to  be
             disposed of or charged;

             4.6   any  change in or effect on the ownership or  use  of  any
             intellectual property rights owned or used by any member of  the
             wider Meconic group; or

             4.7   the interest or business of any such member in or with any
             firm  or  body  or  person,  or any agreements  or  arrangements
             relating  to  such  interest or business,  being  terminated  or
             materially adversely modified or affected; or

             4.8   the  financial  or trading position or  prospects  of  any
             member  of the wider Meconic group being prejudiced or adversely
             affected;

     and  no  event having occurred which, under any provision  of  any  such
     arrangement,  agreement, licence or other instrument,  might  reasonably
     be  expected to result in any of the events or circumstances referred to
     in  paragraphs  4.1 to 4.8 to an extent which would be material  in  the
     context of the wider Meconic group taken as a whole.

5.   since  30 April 2000 and except as disclosed in Meconic's annual  report
     and  accounts  for  the  year  then ended or  in  Meconic's  preliminary
     statement  of results for the year ended 30 April 2001, or  as  publicly
     announced  by  Meconic  by delivery of an announcement  to  the  Company
     Announcements  Office  of  the London Stock  Exchange  or  as  otherwise
     disclosed  to  Johnson Matthey prior to 21 June 2001, no member  of  the
     wider  Meconic group having (save, in each case for transactions between
     Meconic and any of its wholly-owned subsidiaries or between such wholly-
     owned subsidiaries):-

             5.1   issued  or agreed to issue or authorised or  proposed  the
             issue  of  additional  shares or securities  of  any  class,  or
             securities  convertible into, or rights, warrants or options  to
             subscribe  for  or  acquire,  any  such  shares,  securities  or
             convertible  securities  (save for  options  granted  under  the
             Meconic Share Option Schemes before 21 June 2001 or the issue of
             any Meconic Shares allotted upon the exercise of options granted
             before  21 June 2001 under the Meconic Share Option Schemes)  or
             redeemed, purchased or reduced any part of its share capital;

             5.2   recommended,  declared,  made  or  paid  or  proposed   to
             recommend,  declare, make or pay any bonus,  dividend  or  other
             distribution whether payable in cash or otherwise;

             5.3   effected, authorised, proposed or announced its  intention
             to propose any change in its share or loan capital;

             5.4   effected, authorised, proposed or announced its  intention
             to  propose  any merger, demerger, reconstruction,  arrangement,
             amalgamation,  commitment  or  scheme  or  any  acquisition   or
             disposal  or  transfer of assets or shares (other  than  in  the
             ordinary course of business);

             5.5   mortgaged, charged or encumbered any asset or  any  right,
             title  or  interest in any asset or shares or trade  investments
             (other than in the ordinary course of business);

             5.6   entered into, varied or terminated or authorised, proposed
             or announced its intention to enter into or vary or terminate or
             authorise  any agreement, transaction or commitment (other  than
             in  the  ordinary course of business and whether in  respect  of
             capital  expenditure or otherwise) which is material and adverse
             in  the  context of the wider Meconic group or entered into  any
             contract  which  might reasonably be expected to be  restrictive
             upon the business of any member of the wider Meconic group;

             5.7   issued, authorised or proposed the issue of any debentures
             (other  than in the ordinary course of business) or been unable,
             or  admitted  in writing that it is unable to pay its  debts  or
             having  stopped or suspended (or threatened to stop or  suspend)
             payment of its debts generally or caused or threatened to  cease
             carrying on all or a substantial part of its business;

             5.8   made,  or announced any proposal to make, any  significant
             change  or  addition  to  any retirement,  death  or  disability
             benefit  of  or  in respect of any of its directors,  employees,
             former directors or former employees;

             5.9   granted any lease or third party rights in respect of  any
             of the leasehold or freehold property owned or occupied by it or
             transferred or otherwise disposed of any such property;

             5.10  entered into or varied the terms of any service  agreement
             with any director or senior executive of Meconic;

             5.11  taken  any  corporate action or had any legal  proceedings
             started or threatened against it for its winding up, dissolution
             or   reorganisation  or  for  the  appointment  of  a  receiver,
             administrator,  administrative  receiver,  trustee  or   similar
             officer of all or any of its assets or revenues;

             5.12  made  any  amendment  to its  memorandum  or  articles  of
             association;

             5.13  waived  or  compromised any claim or authorised  any  such
             waiver or compromise;

             5.14  entered  into an agreement or passed any  resolution  with
             respect  to any of the transactions, matters or events  referred
             to in this paragraph 5;

in  any  such case (unless otherwise stated) which is material in the context
of the wider Meconic group taken as a whole;

6.   since  30 April 2000 and except as disclosed in Meconic's annual  report
     and  accounts  in  the  year  then ended, or  in  Meconic's  preliminary
     statement  of  results for the year ended 30 April 2001 or  as  publicly
     announced  by  Meconic  by delivery of an announcement  to  the  Company
     Announcements  Office  of  the  London  Stock  Exchange   or   otherwise
     disclosed to Johnson Matthey prior to 21 June 2001:-

             6.1    there   having  been  no  material  adverse   change   or
             deterioration in the business, financial or trading position  or
             profits or prospects of the Meconic Group taken as a whole;

             6.2     no   material   litigation,   arbitration   proceedings,
             prosecution  or other legal proceedings to which any  member  of
             the  wider  Meconic group is or may become a party  (whether  as
             plaintiff   or   defendant  or  otherwise),  and   no   material
             investigation by any Third Party, against or in respect  of  any
             member  of  the  wider  Meconic group, having  been  threatened,
             announced or instituted or remaining outstanding by, against  or
             in  respect of any member of the wider Meconic group in any  way
             which  is  material  in the context of the wider  Meconic  group
             taken as a whole; and

             6.3   no  contingent or other liability having arisen or  become
             apparent  which  might be likely in either case  materially  and
             adversely affect the wider Meconic group taken as a whole;

7.   Johnson Matthey not having discovered that:

             7.1   any  financial,  business or other information  concerning
             Meconic  or  the wider Meconic group which is contained  in  the
             information publicly disclosed at any time by any member of  the
             wider Meconic group either contains a material misrepresentation
             of  fact  or  omits  to  state  a fact  necessary  to  make  the
             information  contained therein not materially misleading  (which
             has  not, prior to the date of this announcement, been corrected
             by  public announcement), in any case which is material  in  the
             context of the wider Meconic group taken on a whole;

             7.2   any  member of the wider Meconic group is subject  to  any
             liability,  contingent or otherwise, which is not  disclosed  in
             Meconic's annual report and accounts for the year ended 30 April
             2000,  or in Meconic's preliminary statement of results for  the
             year  ended  30  April  2001 or otherwise disclosed  to  Johnson
             Matthey  prior  to  21 June 2001 and which is  material  in  the
             context of the Meconic Group taken as a whole;

             7.3   save  as disclosed by Meconic to Johnson Matthey prior  to
             21 June 2001;

                         7.3.1      there  has been a disposal,  spillage  or
                   leakage  of waste or hazardous substance or any  substance
                   likely to impair the environment or harm human health  on;
                   or

                         7.3.2     there has been an emission or discharge of
                   any  waste or hazardous substance or any substance  likely
                   to impair the environment or harm human health from,

                   any  land or other asset now or previously owned, occupied
             or  made  use  of  by any past or present member  of  the  wider
             Meconic  group which would be reasonably likely to give rise  to
             any  liability (whether actual or contingent) on the part of any
             member of the wider Meconic group which would be material in the
             context of the wider Meconic group taken as a whole;

             7.4  save as disclosed by Meconic to Johnson Matthey prior to 21
             June 2001, any past or present member of the wider Meconic group
             has  not complied with all applicable legislation or regulations
             of  any  jurisdiction or any notice or requirement of any  Third
             Party with regard to the storage, disposal, discharge, spillage,
             leak  or  emission  of any waste or hazardous substance  or  any
             substance likely to impair the environment or harm human  health
             which non-compliance would be reasonably likely to give rise  to
             any  liability (whether actual or contingent) on the part of any
             member of the wider Meconic group which is material in the  case
             of the wider Meconic group taken as a whole;

             7.5   save  as disclosed by Meconic to Johnson Matthey prior  to
             21  June  2001  there is, or is reasonably  likely  to  be,  any
             liability (whether actual or contingent) or requirement to  make
             good,  repair,  re-instate  or clean  up  any  property  now  or
             previously owned, occupied or made use of by any past or present
             member  of  the wider Meconic group or in which any such  member
             may   now   or  previously  have  had  an  interest  under   any
             environmental legislation, regulation, notice, circular or order
             of any Third Party which would be material in the context of the
             wider Meconic group taken as a whole;

             7.6   circumstances exist whereby a person or class  of  persons
             would  be reasonably likely to have a claim or claims in respect
             of  any  product  or  process of manufacture or  materials  used
             therein now or previously manufactured, sold or carried  out  by
             any  past  or  present member of the wider Meconic  group  which
             claim  or  claims would be reasonably likely to have a  material
             adverse  affect on any member of the wider Meconic group  to  an
             extent  which  is material in the context of the  wider  Meconic
             group taken as a whole;

             7.7   save  as disclosed by Meconic or Johnson Matthey prior  to
             21  June  2001 circumstances exist (whether as a result  of  the
             making of the Offer or otherwise):

                        7.7.1     which would reasonably be likely to lead to
                   any Third Party instituting; or

                         7.7.2      whereby any member of the  wider  Meconic
                   group  or any present or past member of the wider  Meconic
                   group  would  be  reasonably  likely  to  be  required  to
                   institute;

                   an  environmental  audit or take  any  other  steps  which
             would,  in any such case, be reasonably likely to result in  any
             actual  or contingent liability to improve or install new  plant
             or  equipment or make good, repair, re-instate or clean  up  any
             land  or  other asset now or previously owned, occupied or  made
             use  of by any member of the wider Meconic group, which, in  any
             such case, would be material in the context of the wider Meconic
             group taken as a whole;

Johnson Matthey reserves the right to waive all or any of conditions 2  to  7
inclusive, in whole or in part.

Conditions 2 to 7 must be fulfilled or waived within 21 days after the  later
of  the first closing date of the Offer and the date on which condition 1  is
fulfilled (or, in each case, such later date as the Panel may agree).

Johnson  Matthey shall be under no obligation to waive or treat as  fulfilled
any  of conditions 2 to 7 by a date earlier than the date specified above for
the fulfilment thereof notwithstanding that the other conditions of the Offer
may  at  such  earlier date have been fulfilled and that there  are  at  such
earlier date no circumstances indicating that any of such conditions may  not
be capable of fulfilment.

Johnson  Matthey  reserves  the  right to make  such  changes  to  the  above
conditions  as  may  be appropriate in the event that the conditions  of  the
Offer are required to be amended to comply with Rule 9 of the City Code.

For  the  purposes  of  these  conditions, (i) 'wider  Meconic  group'  means
Meconic,   its   subsidiaries,   subsidiary   undertakings   and   associated
undertakings  and  any other body corporate, partnership,  joint  venture  or
person  in  which Meconic and such undertakings (aggregating their interests)
have  an  interest of more than 20 per cent. in the voting or equity  capital
(or  the  equivalent); and (ii) 'wider Johnson Matthey group'  means  Johnson
Matthey   and  its  subsidiaries,  subsidiary  undertakings  and   associated
undertakings  and  any other body corporate, partnership,  joint  venture  or
person  in  which  Johnson Matthey and such undertakings  (aggregating  their
interests) have an interest of more than 20 per cent. in the voting or equity
capital (or the equivalent).

Part B:

Certain further terms of the Offer

The  Offer  will  be made on the terms and will be subject to the  conditions
which  are set out in this Appendix 1, those terms which will be set  out  in
the  Offer Document and the Form of Acceptance and such further terms as  may
be   required  to  comply  with  the  provisions  of  the  City  Code.   This
announcement  does  not  constitute an offer or invitation  to  purchase  any
securities.

The  Loan  Note  Alternative  will be conditional  upon  the  Offer  becoming
unconditional in all respects.

The  Offer  will  lapse  if the proposed acquisition by  Johnson  Matthey  of
Meconic is referred to the Competition Commission before 3.00pm on the  first
closing   date  of  the  Offer  or  the  date  when  the  Offer  is  declared
unconditional   as  to  acceptances,  whichever  is  the  later.    In   such
circumstances  the Offer will cease to become capable of further  acceptances
and  persons accepting the Offer and Johnson Matthey shall cease to be  bound
by acceptances delivered on or before the date on which the Offer so lapses.

                                 APPENDIX II
                                      
                                 DEFINITIONS
                                      
In  this  document,  the  following definitions  apply,  unless  the  context
requires otherwise:

'Act'  or 'the Companies  the Companies Act 1985, as amended
Act'                      

'Australia'               the   Commonwealth  of  Australia,   its   states,
                          territories or possessions
                          
'Board' or 'Directors'    the  Board  of  Directors of  Meconic  or  Johnson
                          Matthey (as the case may be)
                          
'Canada'                  Canada,  its possessions and territories  and  all
                          areas   subject   to  its  jurisdiction   or   any
                          political sub-division thereof
                          
'Close Brothers'          Close Brothers Corporate Finance Limited
                          
'Closing Price'           the  closing  middle  market price  of  a  Meconic
                          Share as derived from SEDOL
                          
'City Code'               the City Code on Takeovers and Mergers
                          
'Form of Acceptance'      the form of acceptance, authority and election  to
                          accompany the Offer Document
                          
'Japan'                   Japan,  its  cities, prefectures, territories  and
                          possessions
                          
'Johnson Matthey'         Johnson Matthey plc
                          
'Johnson Matthey Group'   Johnson Matthey and its subsidiaries
                          
'LIBOR'                   London Inter-bank Offered rate
                          
'Loan Notes'              the  loan notes to be issued pursuant to the  Loan
                          Note Alternative
                          
'Loan Note Alternative'   the  alternative  to be made available  under  the
                          Offer  whereby  Meconic Shareholders  (other  than
                          certain overseas shareholders) who validly  accept
                          the  Offer may elect to receive Loan Notes instead
                          of  all or part of the cash consideration to which
                          they  will  otherwise  be entitled  to  under  the
                          basic terms of the Offer
                          
'London Stock Exchange'   London Stock Exchange plc
                          
'Macfarlan Smith'         Macfarlan Smith Limited
                          
'Meconic'    or     'the  Meconic plc
Company'                  

'Meconic Group' or  'the  Meconic and the subsidiaries
Group'                    

'Meconic Shareholders'    the holders of Meconic Shares
                          
'Meconic  Share   Option  the  Meconic 1991 Share Option Scheme, the Meconic
Scheme(s)'                1995  Share Option Scheme, the Meconic   Sharesave
                          Scheme,  the Meconic 1996 Share Option Scheme  and
                          the Long Term Incentive Scheme
                          
'Meconic Shares'          the  existing unconditionally allotted  or  issued
                          and fully paid ordinary shares of 2 pence each  in
                          the  capital  of  Meconic  and  any  further  such
                          shares  which  are  unconditionally  allotted   or
                          issued  prior  to  the date  on  which  the  Offer
                          closes  (or such earlier date or dates, as Johnson
                          Matthey may, subject to the City Code decide)
                          
'Offer'                   the  recommended  offer to  be  made  by  Schroder
                          Salomon  Smith Barney on behalf of Johnson Matthey
                          to  acquire  the  whole of the issued  and  to  be
                          issued  share capital of Meconic on the terms  and
                          subject  to  the conditions to be set out  in  the
                          Offer   Document,  including,  where  the  context
                          requires  any  subsequent revision,  extension  or
                          variation of such Offer
                          
'Offer Document'          the  formal  Offer document to be sent to  Meconic
                          Shareholders  (and,  for  information   only,   to
                          participants in the Meconic Share Option  Schemes)
                          in connection with the Offer
                          
'Official List'           the Official List of the UKLA
                          
'Panel'                   the Panel on Takeovers and Mergers
                          
'pounds' or '£'           UK pounds sterling
                          
'Schroder Salomon  Smith  Salomon  Brothers  International Limited,  trading
Barney'                   as  Schroder Salomon Smith Barney.  Salomon  Smith
                          Barney  is a service mark of Salomon Smith  Barney
                          Inc.    Schroder  is  a  trademark  of   Schroders
                          Holdings plc and is used under licence by  Salomon
                          Brothers International Limited
                          
'SEDOL'                   the London Stock Exchange Daily Official List
                          
'subsidiary',             shall  be  construed in accordance  with  the  Act
'subsidiary               (but  for this purpose ignoring paragraph 20(i)(b)
undertaking',             of Schedule 4A of the Act)
'associated               
undertaking'              and
'undertaking'
'UKLA'                    the  UK  Listing  Authority, being  the  Financial
                          Services Authority acting in its capacity  as  the
                          competent  authority for the purposes of  Part  IV
                          of the Financial Services Act 1986
                          
'United Kingdom' or 'UK'  United  Kingdom  of  Great  Britain  and  Northern
                          Ireland
                          
'United States' or  'US'  the  United States of America, its territories and
or 'USA'                  possessions,  any  State of the United  States  of
                          America  and  the  District of  Columbia  and  all
                          other areas subject to its jurisdiction
                          
'US Person'               as  defined  in  Regulation  S  under  the  United
                          States Securities Act of 1933.
                          


All times referred to in this announcement are London times.

Salomon Brothers International Limited (trading as Schroder Salomon Smith
Barney) is regulated in the United Kingdom by the Securities and Futures
Authority Limited.  Salomon Smith Barney is a service mark of Salomon Smith
Barney Inc.  Schroders is a trademark of Schroders Holdings PLC and is used
under licence.