Issue of Equity

Anglo-Welsh Group PLC
15 December 2000


             Anglo-Welsh Group plc (the 'Company')

 Proposed issue of 130,357,250 new ordinary shares of 1p each
  at an issue price of 2p per share through a firm placing of
 114,400,000 shares and a placing and open offer of 15,957,250
                            shares

          Results for the year ended 31 October 2000

Introduction

The  Board  of  Anglo-Welsh Group plc announces the  Company's
results  for  the  year ended 31 October  2000  and  that  the
Company  proposes to raise approximately £2.3 million  net  of
expenses through a partially underwritten issue of 130,357,250
New  Ordinary  Shares  at a price of 2p  per  share.  The  net
proceeds  of  the Placing and Open Offer will  be  applied  to
reduce the Group's indebtedness and provide working capital.

The issue comprises a firm placing of 114,400,000 new ordinary
shares  of  1p and a placing and open offer of 15,957,250  new
ordinary  shares of 1p which have also been placed subject  to
recall to satisfy Valid Applications under the Open Offer.  As
indicated  below  it  is proposed that the  Existing  Ordinary
Shares  will  be  subdivided into ordinary  shares  of  1p  in
conjunction with the Placing and Open Offer.

The   Placing   has   been  partially  underwritten   by   the
Underwriters as to 60,000,000 New Ordinary Shares, being those
shares  for which Fiske has procured placees pursuant  to  its
obligations under the Placing Agreement. The Underwriters  are
Richard  Armstrong  and  Deric  Homes,  who  are  stockbrokers
associated with Fiske but are agreeing to underwrite on  their
own  account  and not on behalf of Fiske. The  Placing  Shares
have  been  placed with private investors and an institutional
investor.  The private investors include Stephen Thomson,  the
Executive  Chairman  of  the Company  and  Michael  Hill,  the
Company's Finance Director. They also include Mr D Medlock and
Mrs E L Harrison who have outstanding loans to the Company  of
£350,000  and  £150,00O respectively and who  have  agreed  to
capitalise  these loans through subscriptions for Placed  Firm
Shares at the Offer Price.

Background to and reasons for the Placing and Open Offer

Stephen  Thomson  was appointed to the Board  last  April  and
Michael  Hill was appointed last June following the departure,
in  May, of David Daynes, the former managing director of  the
Company. Mr Thomson was formerly chief executive of Calderburn
plc and, subsequently, Turnpyke Group plc where Mr Thomson was
also an executive director. Mr Thomson's role at Turnpyke  was
broadly  similar to that at Anglo-Welsh - to  dispose  of  the
assets  and to reverse a suitable candidate into the resultant
shell company. Mr Thomson's job at Turnpyke was completed when
Medical  Solutions plc was formed as a result of reversing  in
Fairfield   Imaging  Limited.  Michael  Hill  is  a  qualified
Chartered  Accountant.  He is a former  managing  director  of
Crittall Holdings Limited where he worked for almost 20 years.
He  also  worked with Mr Thomson to help turn around  Turnpyke
plc. The Board's role is to stabilise the cash position of the
Group,  to  refinance the Company, dispose  of  the  remaining
assets and procure an attractive candidate to reverse into the
cash shell.

Since the appointment of Stephen Thomson and Michael Hill  the
Board  has concentrated its efforts on producing reliable  and
up  to  date  financial information on the Group,  has  agreed
suitable  banking arrangements with the Company's  bankers  to
give the Board time to realise assets, and has negotiated  and
completed the sale of the Hire Business to Aquatravel, details
of  which  were announced to shareholders on 4 December  2000.
This sale has realised not less than £800,000 in cash for  the
Company   of   which  £500,000  was  used  to  repay   certain
shareholder  loans. The sale proceeds are subject  to  further
upwards  only adjustment. The sale also removed a loss  making
business  from the Group and is expected to provide long  term
income  to the Group in respect of the hire of certain of  the
Group's  canal  boats.  The Board  is  also  pleased  to  have
realised  an  amount in excess of the net book  value  of  the
assets sold.

The  strength and key attraction of the Group now lies in  its
remaining  asset base. In summary, the Group's primary  assets
are as follows:-

1)   The  Group  currently owns a fleet of  113  narrow  boats
     available for hire on the inland waterways of England and
     Wales.   Under  the  terms  of  a  five  year  management
     agreement, Aquatravel, a recently formed holiday  booking
     company,  will  manage the hiring out of these  boats  on
     behalf of the Group. Aquatravel will receive a management
     fee  equal  to  a specified percentage of the  hire  fees
     received by Anglo-Welsh from holidaymakers for each boat.
     These percentages range from 90 per cent. in year 1 to 75
     per  cent. in year 5. Aquatravel is responsible  for  the
     maintenance  and insurance of the boats.  The  management
     agreement  with Aquatravel can be assigned by Anglo-Welsh
     in  whole  or in part to third parties which  means  that
     Anglo-Welsh is in a position to sell the boats  with  the
     benefit  of  the management agreement if  it  so  wishes.
     Aquatravel has an option to acquire the boats from Anglo-
     Welsh  at the lower of net book value or market value  at
     the time of the exercise of the option. It is also agreed
     that  over  a  five year period Aquatravel will  withdraw
     from management 95 boats after which period the agreement
     can  be terminated and the balance of the boats released.
     In  line with the Board's strategy of realising cash  for
     the  assets of the Group, the Board intends to accelerate
     cash inflows by disposing of the narrow boats as soon  as
     practicable.  Shareholders will be pleased to  know  that
     the   management  agreement  contains  a  provision  that
     Aquatravel will continue to gain discounts when booking a
     narrow  boat  holiday  through the  shareholder  benefits
     scheme,  at  least for the 2001 season.  The  113  narrow
     boats had, as at 31 October 2000, a net book value before
     provision for any tax arising on disposal of £3,116,000.


2)   Time  Afloat  Limited ('Time Afloat') is a  wholly  owned
     subsidiary  of  the  Company  which  sells  and   manages
     timeshare    canal    boats   and    timeshare    holiday
     accommodation. Time Afloat commenced trading in the first
     half  of  1999  and  incurred a loss before  taxation  of
     £165,768 in the year ended 31 October 2000. Following the
     appointment  of  Stephen Thomson  and  Michael  Hill  the
     business  has  been  restructured  with  the  cost   base
     systematically  reviewed  and  rationalised.  As  at   31
     October 2000 Time Afloat had net liabilities of £180,324.
3)   The Company owns a 5.7 acre plot of land at Great Haywood
     in  Shropshire  that borders the Trent and Mersey  Canal.
     Planning permission to develop a thirty berth marina  and
     a pub with restaurant facilities has been obtained and it
     is  intended  to seek additional planning  permission  to
     build timeshare holiday accommodation on the site. If and
     when  this is obtained, it is the intention of the  Board
     that this site be transferred to Time Afloat Limited  and
     that,  as  soon  as practicable after that,  Time  Afloat
     Limited  be  sold with the benefit of the enhancement  in
     its value that should arise from its increased capability
     to sell timeshare accommodation and from its ownership of
     the  land  with  the benefit of planning permission.  The
     land at Great Haywood had a net book value of £126,000 as
     at 31 October 2000.

4)   On  16  August  2000  the Company  sold  the  assets  and
     business  of Falcon Agricultural Engineering  Limited  to
     Falcon Industries (Midland) Limited ('Falcon Industries')
     for  the sum of £100,000 consisting of an initial sum  of
     £25,000  and  then  eleven monthly  payments  of  £6,818.
     Falcon  Industries has an option to acquire the land  and
     buildings  that it occupies at an agreed annual  rent  of
     £12,000,  at their market value with a minimum  price  of
     £120,000.  This  option  becomes  exercisable  when   the
     consideration for the business has been paid in full  and
     the option will lapse on 1 September 2001.

5)   Kyle   Blue   is  a  non-operating  floating   restaurant
     currently moored in Bristol harbour which can accommodate
     up  to 144 covers. The Kyle Blue had a net asset value at
     31  October 2000 of £50,000. The Board intends to dispose
     of this vessel.

6)   The  Company  has  two 'trip' boats, both  of  which  are
     subject to hire agreements. The agreement in relation  to
     the 'Shropshire Lady' expires on 31 October 2001 although
     there  is  an  option to extend it for  a  further  year.
     During this period the lessees have an option to purchase
     the  boat  for  the  sum  of £25,000.  The  agreement  in
     relation  to  the  'Meldwyn' expires on  31  March  2003.
     During  this period the lessees have an option to acquire
     the boat for the sum of £27,500.

At  the  time that the Group's accounts for the year ended  31
October 2000 were prepared, the Board carried out a review  of
the estimated realisable values of the assets and decided that
no  further write down of the assets was necessary. It is your
Board's  intention  to dispose of these assets  over  time  to
realise cash.

The  reason  for the Placing and Open Offer is to  enable  the
Group  to repay a significant proportion of its bank and other
indebtedness and to provide working capital.

Anglo-Welsh is currently operating close to the upper  end  of
its  bank facilities and, in order for the Company to continue
its  operations and to allow the Board the necessary  time  to
effect  an  orderly  disposal of the Group's  assets,  further
capital  is  required.  In view of the size  of  the  proposed
fundraising,  the  Board  took  the  view  that  it  would  be
unreasonable  to  expect  existing shareholders  to  meet  the
entire  requirement  and, accordingly, external  placees  were
approached  with a view to their subscribing for  the  Placing
Shares.  The Board is, however, keen for existing shareholders
to  be able to participate in the fundraising and is therefore
providing  existing  shareholders  with  the  opportunity   to
subscribe  for  the Offer Shares through the Open  Offer.  The
Offer Price of 2p per New Ordinary Share has been based on the
pro  forma net asset value per share of the Group after taking
into  account the recent disposal of the Hire Business.   This
figure  has  been  further reduced to take  into  account  the
inevitable  delays in the realisation of assets, the  risk  of
shortfalls arising compared to book values and the risk of not
being  able  to  find  a suitable reverse candidate  within  a
reasonable  timeframe. Participants in the  Placing  and  Open
Offer  should  carefully consider these risks  when  assessing
whether or not to invest.

Terms of the Placing and Open Offer

Anglo-Welsh is proposing to raise approximately £2.3  million,
net of expenses, through the issue of 130,357,250 New Ordinary
Shares  pursuant  to the Placing and Open Offer.  Taking  into
account the proposed sub-division of Existing Ordinary  Shares
described below, the Offer Price of 2p per New Ordinary  Share
represents  a  discount of approximately 56 per cent.  to  the
closing  middle  market price of 45.5p at which  the  Existing
Ordinary  Shares were quoted at the close of  business  on  14
December 2000 (being the latest practicable date prior to  the
date of this announcement). The Offer Price also represents  a
discount  of  approximately 38 per cent. to the estimated  net
asset  value per Existing Ordinary Share as adjusted  for  the
disposal of the Hire Business.

Of  the  130,357,250  New Ordinary Shares, 114,400,000  shares
have  been conditionally placed firm at the Offer Price,  with
private  investors  and  an  Institutional  investor,   Strand
Associates Limited which is the Guernsey based holding company
of  Strand Partners. 60,000,000 New Ordinary Shares have  been
conditionally  placed firm by Fiske as agent for  the  Company
and  54,400,000  have been conditionally placed  firm  by  the
Company  as  principal. In addition, a further 15,957,250  New
Ordinary  Shares,  being  the Offer  Shares,  are  being  made
available at the Offer Price under the Open Offer. The Company
has   conditionally  placed  the  Offer  Shares  with  private
investors,  including Stephen Thomson, subject  to  recall  to
satisfy  Valid Applications under the Open Offer. Accordingly,
all of the New Ordinary Shares are comprised in the Placing.
Pursuant to the Placing Agreement, Richard Armstrong and Deric
Homes, who are stockbrokers associated with Fiske but who  are
acting  on  their  own account have agreed to  underwrite  the
subscription  of the 60,000,000 Placed Firm Shares  which  are
being placed by Fiske. Mr Homes and Mr Armstrong specialise in
raising money for small public companies.

The  70,357,250 New Ordinary Shares which have been placed  by
the Company have not been underwritten by the Underwriters  or
by any other person.  The obligations of Fiske, Strand and the
Underwriters  under  the  Placing Agreement  are  conditional,
inter  alia, on (1) Admission taking place by 8.30  am  on  15
January  2001  (or  such later date being not  later  than  31
January   2001   as  the  Company,  Strand,  Fiske   and   the
Underwriters  shall agree) (2) the passing of  the  Resolution
and  (3) the Company having received before Admission not less
than  £800,000  pursuant to the Placing  of  the  Placed  Firm
Shares placed by it and subscriptions for Offer Shares whether
made  pursuant to Valid Applications under the Open  Offer  or
pursuant  to  the  placing  by the Company  of  those  shares.
Accordingly if the Company shall not have received such amount
by  that time, then unless such condition is waived by Strand,
Fiske  and  the Underwriters, the Placing Agreement  will  not
become  unconditional and the Placing and Open Offer will  not
proceed.

In   order   to  provide  Qualifying  Shareholders  with   the
opportunity to acquire New Ordinary Shares at the Offer Price,
the  Directors  have  arranged for Strand Partners  to  invite
applications  from Qualifying Shareholders for the  15,957,250
Offer Shares.

Qualifying Shareholders are being invited by way of  the  Open
Offer to subscribe for the Offer Shares at the Offer Price  of
2p  per  Offer  Share payable in full on application,  on  the
basis of:

      1 Offer Share for every 2 Existing Ordinary Shares

and so in proportion for any other number of Existing Ordinary
Shares held on the Record Date. The basis upon which the Offer
Shares  are  being  offered takes into  account  the  proposed
subdivision of the Existing Ordinary Shares. Application Forms
are personal and may not be transferred except to satisfy bona
fide  market claims. Qualifying Shareholders should note  that
any Offer Shares not applied for may not be transferred except
to  satisfy bona fide market claims. Fractions of Offer Shares
will  not be allotted but will be aggregated and sold for  the
benefit of the Company under the Placing and Open Offer.

The New Ordinary Shares to be allotted pursuant to the Placing
and  the Open Offer will be issued free of all liens, charges,
equitable interests, encumbrances and other interests and will
be  credited  as fully paid and will rank pari  passu  in  all
respects  (including for all dividends and other distributions
declared,  made  or  paid on such shares  after  the  date  of
Admission)  with  the Existing Ordinary Shares  (after  taking
into account the subdivision).

Qualifying Shareholders should note that the Placing  and  the
Open Offer are conditional, inter alia, upon:

-    the passing of the Resolution at the EGM;

-    the  Placing Agreement having become unconditional in all
     respects  and  not,  prior  to  Admission,  having   been
     terminated in accordance with its terms; and

-    Admission.

Subject to the fulfilment of the conditions of the Placing and
Open  Offer, the Offer Shares will be registered in the  names
of Qualifying Shareholders validly applying for them and it is
expected that certificates in respect of the Offer Shares will
be  despatched to relevant shareholders by first class post at
their  own  risk  by  15  January  2001  or,  as  appropriate,
alterations  will be made to their CREST stock account  by  15
January  2001. No temporary documents of title will be issued.
Pending  the receipt of definitive certificates in respect  of
the  Offer Shares (other than in respect of those shares  held
through  CREST)  transfers  will  be  certified  against   the
register.

Subdivision of Existing Ordinary Shares

The  price of the Company's Existing Ordinary Shares, at close
of  business on 14 December 2000, the latest practicable  date
prior  to  publication of this document was 45.5p.  The  Board
considers  that  the  marketability of  the  Company's  shares
following the Placing and Open Offer would be improved if  the
nominal  value  of the Company's shares were sub-divided  from
10p  to  lp. Accordingly, it is proposed that there be a  sub-
division  under  which each ordinary share,  of  1Op  will  be
divided  into 10 ordinary shares of lp each. This sub-division
will  be  effected as part of the Resolution  which  is  being
proposed at the EGM.

Proposed capital reduction

The  Directors intend to pay dividends on ordinary  shares  as
and  when  it is commercially prudent to do so and subject  to
the  availability  of  distributable reserves.  Following  the
Placing  and  Open Offer, the Board intends to  apply  to  the
Court to enable a capital reduction to take place to eliminate
the deficit on distributable reserves to allow dividends to be
declared.




Information on Anglo-Welsh

The Group's principal activity during the year continued to be
the provision of canal boat holidays in the United Kingdom.

In  the  year ended 31 October 2000 turnover was £3.6  million
(1999:  £3.1 million) and the Group made an operating loss  of
£1.3  million  (1999: profit £126,613). Net assets  as  at  31
October 2000 were £958,966 (1999: £3,089,775).

Current trading and prospects

The  results of the Company for the year ended 31 October 2000
are being announced today.

In  my Chairman's report in the accounts, I comment as follows
on the year's results:-
Whilst  turnover in the year to 31, October 2000  improved  to
£3.6  million (1999: £3.1 million) the operating loss for  the
year  was  £1.3 million (1999: profit £126,613). The  downturn
arose  both from a dramatic reduction in gross margin from  48
per  cent.  in 1999 to 30 per cent. in the year under  review.
Additionally,  overhead costs were £2.4  million  compared  to
£1.3 million in the previous year - a near doubling. Adding to
the  downturn were losses arising on disposal of  the  Group's
engineering operation and write downs in the carrying value of
certain  of the Group's assets. Recent trading performance  in
the  Company's wholly owned subsidiary Time Afloat Limited has
been  acceptable considering the restructuring that has  taken
place to reduce fixed overheads.

In  balance  sheet  terms such continued  losses  are  clearly
unsustainable and for this reason the Board has  taken  urgent
steps to dispose of the boat hire business as outlined above.

During  the  course  of  the financial year  the  Group's  net
indebtedness  rose to £2.48 million at the year  end  and  has
continued  to  rise  since  that  date.  To  provide   ongoing
liquidity to enable the Group to meet its liabilities as  they
fell  due,  we arranged short term loans from certain  of  the
Company's  shareholders and we applied part  of  the  disposal
proceeds  from  the  sale of the boat hire business  to  repay
these loans.

The  Company's  bankers have been highly supportive  and  have
maintained facilities in difficult circumstances. The proposed
Placing  and  Open Offer is vital in enabling the  Company  to
repay indebtedness and provide working capital going forward.

Following completion of the proposed fundraising we will press
ahead  with  a disposal of the remaining assets of  the  Group
including  its  113  canal boats. The  Board  will  also  seek
attractive  candidates to reverse into the  Anglo-Welsh  Group
plc shell.

Share options

The   Board  consider  it  important  to  incentivise   senior
executives  through  the holding of an  equity  stake  in  the
Company.  Accordingly, it is intended that following Admission
each  of  Michael  Hill and Stephen Thomson  will  be  granted
options  under the Anglo-Welsh Group PLC Unapproved  Executive
Share  Option  Scheme to subscribe for 2,500,000 new  ordinary
shares of 1p each at a price per share equal to the mid-market
quotation  for an Ordinary Share at the close of  business  on
the dealing day ending immediately prior to the date of grant.

These  options  will  be  subject to  appropriate  performance
criteria to be determined by the Remuneration Committee of the
Board.   The  Remuneration Committee currently comprises  D  L
Court as the sole non-executive director of the Company.

The Prospectus

It   is   expected  that  a  Prospectus,  accompanied  by   an
Application  Form for use in connection with the  Open  Offer,
setting  out  details  of  the  Placing  and  Open  Offer  and
including  a notice of the EGM, will be posted to shareholders
today.   The  attention of shareholders  who  have  registered
addresses  outside of the United Kingdom, or who are  citizens
or  residents of countries other than the United  Kingdom,  is
drawn  to  the  further  information to  be  set  out  in  the
Prospectus.

Expected timetable of principal events

                                                          2000
                                                              
Record Date for the Open Offer                      8 December
                                                              
                                                          2001
                                                              
Latest  time  and date for  splitting  of                     
Application Forms (to satisfy  bona  fide            9 January
market claims only)                                           
Latest  time  and  date  for  receipt  of                     
Application Forms and payment in full               11 January
                                                              
Latest time and date for receipt of Forms        10.00am on 10
of Proxy                                               January
                                                              
Extraordinary General Meeting                    10.00am on 12
                                                       January
                                                              
Admission  of the New Ordinary Shares  to                     
trading  on AIM and dealings expected  to           15 January
commence                                                      
CREST stock accounts credited                       15 January
                                           
Definitive Certificates for New  Ordinary                     
Shares despatched                                   15 January
                                                              
                                                              
                                                              
Enquiries:                                                    
                                                              
Mike Hill                               Tel: [phone]
Finance Director                                          
Ango-Welsh Group plc

Tony Rawlinson                          Tel:  [phone]
Director                                                  
Strand Partners Limited

                          DEFINITIONS

The following definitions apply throughout this announcement.

'Admission'                 the effective admission of the New
                            Ordinary Shares to trading on  AIM
                            pursuant to the AIM Rules
                            
'AIM'                       the  Alternative Investment Market
                            of the London Stock Exchange
                            
'AIM Rules'                 the  AIM admission rules contained
                            in  Chapter 16 of the Rules of the
                            London Stock Exchange
                            
'Application Form'          the  application form for  use  by
                            Qualifying     Shareholders     in
                            connection with the Open Offer
                            
'Aquatravel'                Aquatravel Limited
                            
'Company' or 'Anglo-Welsh'  Anglo-Welsh  Group Public  Limited
                            Company
                            
'CREST'                     the relevant system (as defined in
                            the  CREST Regulations) in respect
                            of  which CRESTCo Limited  is  the
                            Operator (as defined in the  CREST
                            Regulations)  to  facilitate   the
                            transfer  of  title to  shares  in
                            uncertificated form
                            
'CREST Regulations'         the    Uncertificated   Securities
                            Regulations 1995 (SI 1995/3272)
                            
'Directors' or 'Board'      the directors of the Company
                            
'Extraordinary     General  the  extraordinary general meeting
Meeting'                    of  the Company to be held at  the
or 'EGM'                    offices   of  Gouldens,   10   Old
                            Bailey,  London  EC4M  7NG  on  12
                            January 2001 at 10.00am
                            
'Existing Ordinary Shares'  the   3,194,450  existing   issued
                            ordinary shares of 10p each in the
                            Company, each of which will  ,  on
                            the passing of the Resolution,  be
                            sub-divided   into   10   ordinary
                            shares of 1p each
                            
'Fiske'                     Fiske plc
                            
'Group'                     the  Company  and  its  subsidiary
                            undertakings
                            
'Hire Business'             the  business  comprising  certain
                            canal  boat  business assets,  the
                            sale  of  which to Aquatravel  was
                            announced by the Company  and  was
                            completed on 4 December 2000
                            
'London Stock Exchange'     London Stock Exchange plc
                            
'New Ordinary Shares'       the  Placed  Firm Shares  and  the
                            Offer  Shares
                            
'Offer Price'               2p per New Ordinary Share
                            
'Offer Shares'              the 15,957,250 new ordinary shares
                            of   1p   each  which  have   been
                            conditionally placed,  subject  to
                            clawback    to    satisfy    Valid
                            Applications and which  are  being
                            made   available   to   Qualifying
                            Shareholders pursuant to the  Open
                            Offer
                            
'Open Offer'                the  conditional offer  by  Strand
                            Partners on behalf of the  Company
                            to   Qualifying  Shareholders   to
                            apply to subscribe for 15, 957,250
                            new ordinary shares of 1p each  at
                            the Offer Price
                            
'Placed Firm Shares'        the   114,400,000   new   ordinary
                            shares of 1p each which Fiske  and
                            the  Company have placed  firm  at
                            the Offer Price
                            
'Placing'                   the  placing  of the New  Ordinary
                            Shares
                            
'Placing Agreement'         the  agreement dated  15  December
                            2000   between  Fiske   plc,   the
                            Company,  Strand Partners  Limited
                            and  the Underwriters relating  to
                            the Placing and Open Offer
                            
'Qualifying Shareholders'   holders   of   Existing   Ordinary
                            Shares  on the register of members
                            of the Company on the Record Date,
                            excluding     certain     overseas
                            shareholders who are not  entitled
                            to participate in the Open Offer
                            
                            
'Record Date'               the   record  date  for  the  Open
                            Offer, being close of business  on
                            8 December 2000
                            
'Regulations'               the  Public  Offers of  Securities
                            Regulation 1995 (as amended)
                            
'Resolution'                the resolution to be proposed as a
                            special resolution at the EGM
                            
'Share Options Schemes'     the Anglo-Welsh Group plc Approved
                            Employee  Share Option Scheme  and
                            the    Anglo-Welsh    Group    plc
                            Unapproved Executive Share  Option
                            Scheme
                            
'Strand Partners'           Strand Partners Limited
                            
'uncertificated' or         shares  recorded on  the  relevant
'in uncertificated form'    register of members as being  held
                            in  uncertificated form  in  CREST
                            and  title to which, by virtue  of
                            the  CREST  Regulations,  may   be
                            transferred by means of CREST
                            
'Underwriters'              Richard Armstrong and Deric Homes,
                            who  are  stockbrokers  associated
                            with  Fiske  but are  agreeing  to
                            underwrite  on their  own  account
                            and not on behalf of Fiske
                            
'United States' or 'US'     the  United States of America, its
                            territories  and possessions,  any
                            state  of  the  United  States  of
                            America   and   the  District   of
                            Columbia
                            
'Valid Application'         an   application  under  the  Open
                            Offer  which  is duly received  by
                            3.00pm  on 9 January 2001  and  is
                            otherwise valid in accordance with
                            the terms of the Open Offer