Share Placing

Man Group plc
17 November 2005



   THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE
                                 UNITED STATES

                                 Man Group plc
                         ('Man Group' or the 'Company')

17 November 2005 For                                  Immediate Release


This announcement does not and these materials do not constitute an offer to
sell or issue or the solicitation of an offer to buy or subscribe for ordinary
shares in the capital of the Company ('Man Group Shares') in Australia, Canada,
Japan, South Africa and the United States or in any jurisdiction in which such
offer or solicitation is unlawful and the information contained herein is not
for publication or distribution, directly or indirectly, in or into Australia,
Canada, Japan, South Africa and the United States or any jurisdiction in which
such publication or distribution is unlawful.

                            MAN GROUP SHARE PLACING

Man Group today announces a placing of new ordinary shares to rebuild its
regulatory capital headroom following the proposed acquisition of Refco LLC's
global futures brokerage business and other assets.

The placing of new ordinary shares (the 'Placing Shares') is intended to raise
approximately £125,000,000, net of expenses, which, based on yesterday's closing
price, will represent approximately 2.5 per cent of Man Group's issued share
capital.

Man Group is today announcing its interim results (the 'Interims Announcement')
for the 6 months to 30 September 2005.

Stanley Fink, Chief Executive of Man Group, commented:

'We are delighted with the proposed acquisition of Refco LLC's global futures
brokerage business and other assets, and the opportunities it presents. Today's
placing leaves the Group in excellent shape to fund continued strong organic
growth in both our businesses as well as retaining flexibility to fund future
opportunities'


Merrill Lynch International ('Merrill Lynch') is acting as Sole Bookrunner and
Sole Lead Manager for the equity fundraising. The proposed issue of Placing
Shares will take place at a price established through an accelerated
bookbuilding process. It is expected that the books will close no later than 4:
30pm (G.M.T.) today. The Placing will take place in accordance with the terms
and conditions set out in the Appendix to this announcement.

The Placing Shares will be credited as fully paid and will rank equally in all
respects with the existing ordinary shares of US$0.18 each in the share capital
of Man Group, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue of the Placing
Shares. Application will be made to the Financial Services Authority (the 'FSA')
for the Placing Shares to be admitted to the official list maintained by the FSA
(the 'Official List') and to trading by the London Stock Exchange plc (the
'Exchange') on its market for listed securities.

ENQUIRIES:

Man Group plc Tel: [phone]
Stanley Fink, Chief Executive

Merrill Lynch Tel: [phone]

Simon Fraser
Oliver Greaves
Derek Ross

The information herein is restricted and not for publication or release in or
into Australia, Canada, Japan, South Africa or the United States.

This announcement does not constitute an invitation to underwrite, subscribe for
or otherwise acquire or dispose of any Man Group Shares. Past performance is no
guide to future performance and persons needing advice should consult an
independent financial adviser.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This announcement is for information
only and does not constitute an offer or invitation to acquire or dispose of Man
Group Shares in the United States. The Man Group Shares have not been and will
not be registered under the U.S. Securities Act of 1933, as amended, and may not
be offered or sold in the United States unless they are registered or exempt
from registration. There will be no public offer of Man Group Shares in the
United States, the United Kingdom or elsewhere.

This announcement and any offer if made subsequently is only addressed to and
directed at persons in member states of the European Economic Area who are
'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC) ('Qualified Investors'). Any person in the EEA
who initially acquires any shares in the expected offering or to whom any offer
of shares is made will be deemed to have acknowledged and agreed that it is such
a Qualified Investor.

In the case of any shares being offered to a financial intermediary as that term
is used in Article 3(2) of the Prospectus Directive, such financial intermediary
will also be deemed to have represented, acknowledged and agreed that the shares
acquired by it in such offering have not been acquired on a non-discretionary
basis on behalf of, nor have they have been acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an offer of shares
to the public other than their offer or resale in a relevant member state to
Qualified Investors or in circumstances in which the prior consent of Merrill
Lynch International has been obtained to each such proposed offer or resale.

The Company and Merrill Lynch and their respective affiliates, will rely upon
the truth and accuracy of the foregoing representation, acknowledgement, and
agreement.

Merrill Lynch is acting for Man Group in connection with the Placing and no one
else and will not be responsible to anyone other than Man Group for providing
the protections afforded to clients of Merrill Lynch nor for providing advice in
relation to the Placing.

No representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
Merrill Lynch or by any of its affiliates or agents as to or in relation to the
accuracy or completeness of this release, or any other written or oral
information made available to or publicly available to any interested party or
its advisers and any liability therefore is hereby expressly disclaimed.

Any investment decision to buy securities in the Placing must be made solely on
the basis of publicly available information, which has not been independently
verified by Merrill Lynch.

The distribution of this announcement and the offering or sale of the securities
in certain jurisdictions may be restricted by law. No action has been taken by
Man Group or Merrill Lynch or any of their respective affiliates that would
permit an offering of the securities or possession or distribution of the
announcement or any other offering required. Persons into whose possession this
announcement comes are required by Man Group and Merrill Lynch to inform
themselves about and to observe any such restrictions.

APPENDIX

IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY TO
PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM OR (II) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS
AMENDED) (THE 'ORDER') OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.') OF THE ORDER
OR TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS APPENDIX 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 OR INVESTMENT ACTIVITY TO WHICH THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPENDIX DOES NOT IN ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.

This announcement and any offer if made subsequently is only addressed to and
directed at persons in member states of the European Economic Area who are
'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC) ('Qualified Investors'). Any person in the EEA
who initially acquires any shares in the expected offering or to whom any offer
of shares is made will be deemed to have acknowledged and agreed that it is such
a Qualified Investor.

In the case of any shares being offered to a financial intermediary as that term
is used in Article 3(2) of the Prospectus Directive, such financial intermediary
will also be deemed to have represented, acknowledged and agreed that the shares
acquired by it in such offering have not been acquired on a non-discretionary
basis on behalf of, nor have they have been acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an offer of shares
to the public other than their offer or resale in a relevant member state to
qualified investors as so defined or in circumstances in which the prior consent
of Merrill Lynch International has been obtained to each such proposed offer or
resale.

Relevant Persons who choose to participate in the Placing ('Placees' or
'Participants') will be deemed to have read and understood this announcement in
its entirety and to be participating on the terms and conditions contained
herein, and to be providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in this Appendix.

In particular, Participants represent, warrant and acknowledge that they are a
qualified investor (as defined in section 86(7) of the Financial Services and
Markets Act 2000 ('FSMA')) and undertake that they will acquire, hold, manage or
dispose of any Placing Shares that are allocated to them for the purpose of
their business.

This announcement does not and these materials do not constitute an offer to
sell or issue or the solicitation of an offer to buy or subscribe for ordinary
shares in the capital of the Company in Australia, Canada, Japan, South Africa
and the United States or in any jurisdiction in which such offer or solicitation
is unlawful and the information contained herein is not for publication or
distribution, directly or indirectly, in or into Australia, Canada, Japan, South
Africa and the United States or any jurisdiction in which such publication or
distribution is unlawful.

The Placing Shares referred to in this announcement have not been and will not
be registered under the United States Securities Act of 1933, as amended (the
'Securities Act') or qualified under any applicable state statutes and may not
be offered, sold or transferred within the United States (including its
territories and possessions) subject to certain exceptions. The Placing Shares
are being offered and sold outside the United States in reliance on Regulation S
under the Securities Act. The Placing Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission or other regulatory authority, nor have the foregoing authorities
passed upon or endorsed the merits of this offering or the accuracy or adequacy
of any offering materials. Any representation to the contrary is unlawful.

The distribution of this announcement and the Placing and/or issue of ordinary
shares in the capital of the Company in certain jurisdictions may be restricted
by law. No action has been taken by the Company or Merrill Lynch that would
permit an offer of such ordinary shares or possession or distribution of this
announcement or any other offering or publicity material relating to such
ordinary shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Company and Merrill Lynch to inform themselves about and to observe any such
restrictions.

In addition, until 40 days after the commencement of the offering, any offer or
sale of Placing Shares within the United States by any dealer (whether or not
participating in the offering) may violate the registration requirements of the
Securities Act.

Details of the Placing Agreement and the Placing Shares

Merrill Lynch (the 'Manager') has entered into a placing agreement (the 'Placing
Agreement') with the Company whereby the Manager has, subject to the conditions
set out therein, undertaken to use its reasonable endeavours as agent of the
Company to procure Placees to subscribe for the Placing Shares.

The Placing Shares will be credited as fully paid and will rank equally in all
respects with the existing issued ordinary shares of US$0.18 each in the capital
of the Company including the right to receive all dividends and other
distributions declared, made or paid in respect of such ordinary shares after
the date of issue of the Placing Shares.

In this Appendix, unless the context otherwise requires, Placee means a relevant
Person (including individuals, funds or others) by whom or on whose behalf a
commitment to subscribe for Placing Shares has been given.

Application for listing and admission to trading

Application will be made to the FSA for admission of the Placing Shares to the
Official List and to the Exchange for admission to trading of the Placing Shares
on the Exchange's market for listed securities. It is expected that Admission
will take place and dealings in the Placing Shares will commence on Tuesday 22
November 2005.

Bookbuild

Commencing today the Manager will be conducting an accelerated bookbuilding
process (the 'Bookbuilding Process') for participation in the Placing. This
Appendix gives details of the terms and conditions of, and the mechanics of
participation in, the Bookbuilding Process. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares subscribed for by them.

Principal terms of the Bookbuilding Process

Merrill Lynch is arranging the Placing as an agent of the Company.

Participation will only be available to persons invited to participate by the
Manager. The Manager is entitled to enter bids as principal in the Bookbuilding
Process. The Bookbuilding Process will establish a single price (the 'Placing
Price') payable by all Placees. The Placing Price will be agreed between the
Manager and the Company following completion of the Bookbuilding Process and any
discount to the market price of the ordinary shares of the Company will be
determined in accordance with the Listing Rules and IPC guidelines. The Placing
Price will be announced (the 'Pricing Announcement') on the Regulatory News
Service no later than 17 November 2005.

To enter a bid into the Bookbuilding Process, you should communicate your bid by
telephone to your usual sales contact at Merrill Lynch. Your bid should state
the number of Placing Shares for which you wish to subscribe at either the
Placing Price which is ultimately established by the Company and the Manager or
at prices up to a price limit specified in your bid.

The Manager reserves the right not to accept bids or to accept bids in part
rather than in whole. The acceptance of bids shall be at the Manager's absolute
discretion.

The Bookbuilding Process is expected to close no later than 4.30 p.m. (G.M.T.)
on 17 November 2005, but may be closed earlier at the sole discretion of the
Manager. The Manager may, at its sole discretion, accept bids that are received
after the Bookbuilding Process has closed.

If successful, your allocation will be confirmed to you orally following the
close of the Bookbuilding Process, and a conditional contract note will be
dispatched as soon as possible thereafter. The Manager's oral confirmation to
you, following completion of the Bookbuilding Process, will constitute a legally
binding commitment upon you to subscribe for the number of Placing Shares
allocated to you on the terms and conditions set out in this Appendix and in
accordance with the Company's Memorandum and Articles of Association. The
Manager will make a further announcement following the close of the Bookbuilding
Process detailing the number of Placing Shares to be issued and the price at
which the Placing Shares have been placed.

A bid in the Bookbuilding Process will be made on the terms and conditions in
this Appendix and will be legally binding on the Placee by which, or on behalf
of which, it is made and will not be capable of variation or revocation after
the close of the Bookbuilding Process.

Conditions of the Placing

The Placing is conditional, inter alia, on admission of the Placing Shares to
the Official List becoming effective and the admission of the Placing Shares to
trading on the Exchange becoming effective and the commencement of trading of
the Placing Shares on such market following admission by no later than 8am on
Tuesday 22 November 2005 (or such later time and/or date as the Company and
Merrill Lynch may agree). If, (a) the conditions referred to above are not
satisfied or waived by the Manager within the stated time period or (b) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and your rights and obligations hereunder shall cease and
determine at such time and no claim can be made by you in respect thereof.

By participating in the Bookbuilding Process you agree that your rights and
obligations hereunder terminate only in the circumstances described above and
will not be capable of rescission or termination by you. The Manager reserves
the right (with the agreement of the Company) to waive or to extend the time and
/or date for fulfilment of any of the conditions in the Placing Agreement. Any
such extension or waiver will not affect Placees' commitments. The Manager 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.

Right to terminate under the Placing Agreement

Merrill Lynch may by notice in writing to the Company prior to commencement of
trading in the Placing Shares to terminate their obligations under the Placing
Agreement if before Admission it shall come to the notice of Merrill Lynch that:

1.       any statement contained in the Interims Announcement, this announcement
and/or the announcement giving details of the Placing Price has become or been
discovered to be untrue, incorrect or misleading in any respect which is, in the
opinion of Merrill Lynch acting in good faith, material in the context of the
Placing; or

2.       there has been a breach by the Company of any of the representations,
warranties or undertakings contained in the Placing Agreement or any other
obligation of the Company pursuant to the Placing Agreement which is, in the
opinion of Merrill Lynch acting in good faith, material in the context of the
Placing; or

3.       there has occurred or been made public at any time since date of this
Agreement any change or development reasonably likely to give rise to a material
adverse change or development reasonably likely to result in a material adverse
change in the condition, financial or otherwise, or in the earnings or prospects
of the Company's group taken as a whole whether or not arising in the ordinary
course of business; or

4.       an event has occurred or a matter has arisen on or after the date of
the Placing Agreement and before Admission which if it had occurred or arisen
before the date of the Placing Agreement would have rendered any of the any of
the representations or warranties contained in the Placing Agreement untrue,
inaccurate or misleading in any respect; or

5.       there has occurred any material adverse change in the financial markets
in the United States, or in the United Kingdom or the international financial
markets, any outbreak of hostilities, act of terrorism or escalation thereof or
other calamity or crisis or any change or development involving a prospective
change in national or international political, financial or economic conditions,
or currency exchange rates, in each case the effect of which is such as to make
it, in the opinion of Merrill Lynch acting in good faith, impracticable or
inadvisable to market the Placing Shares or to enforce contracts for the sale of
the Placing Shares; or

6.       trading in any securities of the Company has been suspended or
materially limited by the Exchange on any exchange or over-the-counter market,
or if trading generally on the New York Stock Exchange, the NASDAQ National
Market or the Exchange has been suspended or materially limited, or minimum or
maximum prices for trading have been fixed, or maximum ranges for prices have
been required, by any of said exchanges or by such system or by order of any
governmental authority, or a material disruption has occurred in commercial
banking or securities settlement or clearance services in the United States or
in Europe; or

7.       a banking moratorium has been declared by United States, United Kingdom
or New York authorities.
By participating in the Bookbuilding Process you agree with the Manager that the
exercise by Merrill Lynch of any right or termination or other discretion under
the Placing Agreement shall be within the absolute discretion of Merrill Lynch
and that the Manager need make no reference to you and shall have no liability
to you whatsoever in connection with any such exercise.

No Prospectus

No prospectus has been or will be submitted to be approved by the FSA in
relation to the Placing Shares and the Placees' commitments will be made solely
on the basis of the information contained in this announcement, the Pricing
Announcement, the Acquisition Announcement giving details of the acquisition by
the Company of certain assets of Refco LLC and its affiliates (the 'Acquisition
Announcement')and any information publicly announced to a Regulatory Information
Service by or on behalf of the Company prior to the date of this announcement
(the 'Publicly Available Information'). Each Placee, by accepting a
participation in the Placing, agrees that it has neither received nor relied on
any other information, representation, warranty or statement made by or on
behalf of the Manager or the Company and the Manager will not be liable for any
Placee's decision to accept this invitation to participate in the Placing based
on any other information, representation, warranty or statement. Each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation 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, subject to certain exceptions. The Manager
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 within the CREST system within the timetable set out in this
announcement or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.

If you are allocated any Placing Shares in the Bookbuilding Process you will be
sent a conditional contract note. Settlement will be on a T+3 basis. Interest is
chargeable daily on payments to the extent that value is received after the due
date at the rate of 5 percentage points above prevailing LIBOR.

If you do not comply with these obligations, the Manager may sell your Placing
Shares on your behalf and retain from the proceeds, for its own account and
benefit, an amount equal to the Placing Price plus any interest due. You will,
however, remain liable for any shortfall below the Placing Price and you may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon any transaction in the Placing
Shares on your behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, please
ensure that the conditional contract note is copied and delivered immediately to
the relevant person within that organization.

Insofar as Placing Shares are registered in your name or that of your nominee or
in the name of any person for whom you are 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 UK stamp duty or stamp duty reserve
tax. You will not be entitled to receive any fee or commission in connection
with the Placing.

Representations and Warranties

By participating in the Bookbuilding Process you (and any person acting on your
behalf):

1.       represent and warrant that you have read this announcement;

2.       acknowledge that the content of this announcement the Acquisition
Announcement, the Pricing Announcement and any other Publicly Available
Information is exclusively the responsibility of the Company;

3.       represent and warrant that the only information upon which you have
relied in committing yourself to subscribe for the Placing Shares is that
contained in this announcement and confirm that you have neither received nor
relied on any other information, representation, warranty or statement made by
or on behalf of the Company or of the Manager;

4.       you represent and warrant that you are not, or at the time the Placing
Shares are subscribed and purchased will not be subscribing on behalf of a
resident of Australia, Canada, Japan or South Africa;

5.       acknowledge that the Placing Shares have not been and will not be
registered under the securities legislation of Australia, Canada, Japan or South
Africa and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within Australia,
Canada, Japan or South Africa;

6.       represent and warrant that you are entitled to subscribe for and/or
purchase Placing Shares under the laws of all relevant jurisdictions which apply
to you and that you have fully observed such laws and obtained all such
governmental and other guarantees and other consents which may be required
thereunder and complied with all necessary formalities;

7.       acknowledge that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities laws of any state
of the United States, and are being offered and sold on behalf of the Company
only outside the United States in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act ('Regulation S');

8.       acknowledge that the Placing Shares have not been approved or
disapproved by the United States Securities and Exchange Commission, any state
securities commission in the United States or any other United States regulatory
authority;

9.       represent and warrant that you (a) are not in the United States (within
the meaning of Regulation S) and are subscribing for the shares in an offshore
transaction in accordance with Regulation S;

10.   represent and warrant that the issue to you, or the person specified by
you 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);

11.   if you are in the UK, you represent and warrant that you have complied
with your obligations in connection with money laundering under the Criminal
Justice Act 1993, the Money Laundering Regulations (1993) (the Regulations) and,
if you are making payment on behalf of a third party, that satisfactory evidence
has been obtained and recorded by you to verify the identity of the third party
as required by the Regulations;

12.   it falls within section 86(7) of FSMA, being a qualified investor and is
otherwise a Relevant Person as defined in this Appendix;

13.   if it is a financial intermediary, as that term is used in Article 3(2) of
the EU Prospectus Directive 2003/71/EC, the Placing Shares purchased by it in
the Placing have not been acquired on a non-discretionary basis on behalf of,
nor have they been acquired with a view to their offer or resale to, persons in
a Member State of the European Economic Area which has implemented the
Prospectus Directive other than qualified investors, or in circumstances in
which the prior consent of Merrill Lynch has been given to the offer or resale;

14.   it has not offered or sold and, prior to the expiry of a period of six
months from the commencement of trading of the Placing Shares, will not offer or
sell any Placing Shares to persons in the United Kingdom except to qualified
investors (as defined in section 86(7) of FSMA) or otherwise in circumstances
which have not resulted and which will not result in an offer of transferable
securities to the public in the United Kingdom within the meaning of section 85
(1) of FSMA;

15.   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 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;

16.   represent and warrant that you have complied and will comply with all
applicable provisions of FSMA with respect to anything done by you in relation
to the Placing Shares in, from or otherwise involving the United Kingdom.

17.   represent and warrant that you have all necessary capacity and have
obtained all necessary consents and authorities to enable you to commit to this
participation and to perform your obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf you are acting,
all necessary consents and authorities to agree to the terms set out or referred
to in this announcement).

18.   undertake that you will pay for the Placing Shares acquired by you in
accordance with this announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other subscribers
at such price as each of the Manager determines.

19.   acknowledge that participation in the Placing is on the basis that, for
the purposes of the Placing, you are not and will not be clients of the Manager
and that the Manager has no duties or responsibilities to you for providing the
protections afforded to their clients or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement.

20.   undertake that the person who you specify 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. Neither the Manager 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. Each Placee and any person acting on behalf of the
Placee agrees to subscribe on the basis that the Placing Shares will be allotted
to the CREST stock account of the Manager who will hold them as nominee on
behalf of the Placee until settlement in accordance with its standing settlement
instructions.

21.   acknowledge that any agreements entered into by the Placee pursuant to
these terms and conditions shall be governed by and construed in accordance with
the laws of England and you submit (on behalf of yourself and on behalf of any
Placee on whose behalf you are acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract. The Company, the Manager and others will rely upon the truth and
accuracy of the foregoing representations, warranties and acknowledgements.

The agreement to settle your subscription (and/or the subscription of a person
for whom you are contracting as agent) free of stamp duty and stamp duty reserve
tax depends on the settlement relating only to a subscription by you and/or such
person direct from the Company for 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 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 the Manager will be
responsible. If this were the case, you should take your own advice and notify
the Manager accordingly.

END




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