Issue of Equity

Prodesse Investment Limited 11 April 2008 Not for release, publication or distribution in, or into, the United States, Australia, Canada or Japan 11 April 2008 Prodesse Investment Limited PLACING OF UP TO 2,816,500 NEW ORDINARY SHARES Prodesse Investment Limited ('Prodesse' or the 'Company') today announces it is placing up to 2,816,500 new ordinary shares (the 'Placing') representing up to approximately 9.99 per cent of Prodesse's issued ordinary share capital immediately prior to the Placing. Net Asset Value The unaudited Net Asset Value per Ordinary Share, including accrued and net undistributed income, as at 10 April 2008 was US$6.93. Use of proceeds The net proceeds of the Placing will be used to invest in further U.S. agency mortgage backed securities in accordance with the Company's investment policy. Enquiries: Prodesse Investment Limited: John Hallam Chairman +44 (0)1481 250879 Fixed Income Discount Advisory Company Ronald Kazel Director +1 212 696 0100 Merrill Lynch International Rupert Hume Kendall +44 (0)20 7996 2441 Andrew Tusa +44 (0)20 7995 1415 Daniel Stewart & Company Graham Webster +44 (0) 20 7776 6550 Chloe Ponsonby +44 (0) 20 7776 6550 Details of the Placing Prodesse intends to place up to 2,816,500 new ordinary shares, representing up to approximately 9.99 per cent of Prodesse's issued ordinary share capital immediately prior to the Placing, with institutional and other investors (the 'Placing Shares'). The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process to be carried out by Merrill Lynch International ('Merrill Lynch') and Daniel Stewart & Company plc ('Daniel Stewart' and, together with Merrill Lynch, the 'Managers'). The books will open with immediate effect. The timing of the closing of the books, pricing and allocations is at the discretion of Prodesse and Merrill Lynch although the book-building is expected to close not later than 4.30 pm (London time) today. However, Merrill Lynch may accept further bids after initial allocations have been made on the basis explained in Appendix One. The number of Placing Shares and the price at which the Placing Shares are to be placed (the 'Placing Price') will be agreed by Prodesse with Merrill Lynch at the close of the book-building process. Details of the Placing Price will be announced as soon as practicable after the close of the book-building process. The Placing Shares will be issued credited as fully paid and will rank pari passu with the Company's existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares. The Company will apply for admission of the Placing Shares to the Official List of the Financial Services Authority and to listing on the London Stock Exchange's market for listed securities ('Admission'). It is expected that Admission will take place and that trading will commence on 16 April 2008. Application will also be made for the Placing Shares to be admitted to trading on the Channel Islands Stock Exchange, LBG. Settlement of the Placing Shares will be on a T + 3 basis and is expected to occur on 16 April 2008. Appendix One to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing. General Merrill Lynch is acting for the Company and no-one else in relation to the Placing and will not be responsible to any person other than the Company for providing the protections afforded to clients of Merrill Lynch or for providing advice in relation to the Placing or in relation to the contents of this announcement or any other transaction, arrangement or matter referred to herein. Daniel Stewart is acting for the Company and no-one else in relation to the Placing and will not be responsible to any person other than the Company for providing the protections afforded to clients of Daniel Stewart or for providing advice in relation to the Placing or in relation to the contents of this announcement or any other transaction, arrangement or matter referred to herein. This announcement is for information purposes only and does not constitute an offer to issue or sell, or the solicitation of an offer to acquire or buy, any securities to any person in any jurisdiction. In particular, this announcement does not constitute an offer to issue or sell, or the solicitation of an offer to acquire, buy or subscribe for, any securities in the United States, Canada, Australia or Japan. The Placing Shares have not been, nor will they be, registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States, and accordingly may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the Placing shares will be made in the United States. The Placing Shares are being offered and sold only outside the United States to persons who are not U.S. persons as defined in and in accordance with Regulation S under the Securities Act ('U.S. Persons'). The Company has not been and will not be registered under the Investment Company Act and investors will not be entitled to the benefits of such registration. Certain statements made in this announcement are forward looking statements. Such forward looking statements are based on current expectations and numerous assumptions regarding the Company's present and future business strategies and the environments in which the Company will operate in the future. Such assumptions may or may not prove to be correct and actual results and performance could differ materially from any expected further results or performances, express or implied, by the forward looking statements. Factors that might cause forward looking statements to differ materially from actual results include, among other things, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates and future business combinations or disposals. The Company expressly disclaims and assumes no responsibility to update or revise any of the forward looking statements contained in this announcement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Any indication in this announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast or dividend forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. APPENDIX ONE TERMS AND CONDITIONS Important information on the Placing NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING 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 AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ('FSMA'), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE 'PROSPECTUS DIRECTIVE') AND (2) IN THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) ('INVESTMENT PROFESSIONALS') OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE 'ORDER') OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER (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 ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PRODESSE. This announcement and any offer if made subsequently is only addressed to and directed at persons in member states of the European Economic Area ('EEA') who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) if and to the extent implemented in that member state ('Qualified Investors'). By participating in the bookbuilding procedure (the 'Bookbuilding') and the Placing, Placees will be deemed to have read and understood this Appendix One in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, acknowledgements and undertakings contained herein. In particular each such Placee represents, warrants and acknowledges that it: 1. is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; 2. in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each a 'Relevant Member State') who acquires any Placing Shares pursuant to the Placing: (i) it is a Qualified Investor; and (ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing Shares to be acquired by it 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 circumstances which may give rise to an offer of any 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 the Company has been obtained to each such proposed offer or resale. 3. is not a U.S. Person and is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account of a non-U.S. Person with respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States or it is a dealer or other professional fiduciary in the United States acting in reliance upon Regulation S under the Securities Act on a discretionary basis for a non-U.S. Person. This announcement (including this Appendix One) does not constitute an offer to issue or sell or the solicitation of an offer to acquire, buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United Kingdom, South Africa, the United States, Canada, Australia or Japan. This announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or in any jurisdiction in which such publication or distribution is unlawful. The distribution of this announcement and the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Managers, or any of their respective Affiliates, that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Managers to inform themselves about and to observe any such restrictions. In this Appendix, unless the context otherwise requires, the 'Company' means Prodesse Investment Limited and 'Placee' includes a person (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been given. No prospectus No prospectus or other offering document has been or will be submitted to be approved by the Financial Services Authority ('FSA') in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this announcement and the Pricing Announcement. Each Placee, by participating 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 either of the Managers or by or on behalf of the Company and none of the Managers, the Company nor any person acting on such person's behalf nor any of their Affiliates has or shall have any liability 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. Details of the Placing Agreement and the Placing Shares Merrill Lynch and Daniel Stewart have entered into a placing agreement (the 'Placing Agreement') with the Company and Fixed Income Discount Advisory Company ('FIDAC') under which Merrill Lynch and Daniel Stewart have undertaken, on the terms and subject to the conditions set out in the Placing Agreement, to use its reasonable endeavours as agent of the Company to procure Placees for the Placing Shares. The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of US$0.01 per share in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares. Application for admission to listing and trading Application will be made to the FSA for admission of the Placing Shares to the official list maintained by the FSA (the 'Official List') and to the London Stock Exchange for admission to trading of the Placing Shares on the London Stock Exchange's market for listed securities (together 'Admission'). Application will also be made for the Placing Shares to be admitted to trading on the Channel Islands Stock Exchange, LBG. Bookbuilding Merrill Lynch will today commence the Bookbuilding to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The Managers and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding as they may, in their sole discretion, determine. Principal terms of the Bookbuilding and Placing 1. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Merrill Lynch. 2. The Bookbuilding will establish a single price (the 'Placing Price') payable to the Managers having procured such Placee by all Placees whose bids are successful. The Placing Price will be agreed between Merrill Lynch, the Company and FIDAC following completion of the Bookbuilding and any discount to the market price of the Ordinary Shares of the Company will be determined in accordance with the Listing Rules. The Placing Price will be announced (the 'Pricing Announcement') on a Regulatory Information Service following the completion of the Bookbuilding. 3. To bid in the Bookbuilding, Placees should communicate their bid by telephone to their usual sales contact at Merrill Lynch or Daniel Stewart. Each bid should state the number of Placing Shares in the Company which a prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Company, FIDAC and Merrill Lynch or at prices up to a price limit specified in its bid. Bids may be scaled down by the Managers on the basis referred to in paragraph 7 below. Merrill Lynch and Daniel Stewart are arranging the Placing as agents of the Company. 4. The Bookbuilding is expected to close no later than 4.30 p.m. on 11 April 2008 but may be closed earlier at the sole discretion of Merrill Lynch. Merrill Lynch may, in agreement with the Company, accept bids that are received after the Bookbuilding has closed. 5. Allocations will be confirmed orally by Merrill Lynch as soon as practicable following the close of the Bookbuilding. Merrill Lynch's oral confirmation of an allocation will give rise to a legally binding commitment by the Placee concerned, in favour of the Managers and the Company, under which it agrees to acquire the number of Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix One and the Company's memorandum and articles of association. 6. The Company will make a further announcement following the close of the Bookbuilding detailing the number of Placing Shares to be issued and the Placing Price. 7. Subject to paragraphs 4 and 6 above, Merrill Lynch may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (in agreement with the Company and FIDAC) and may scale down any bids for this purpose on such basis as they may determine. Merrill Lynch may also, notwithstanding paragraphs 4 to 6 above, subject to the prior consent of the Company (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate Placing Shares after the Bookbuilding has closed to any person submitting a bid after that time. 8. A bid in the Bookbuilding will be made on the terms and subject to the conditions in this Appendix One and will be legally binding on the Placee on behalf of which it is made and except with Merrill Lynchs and the Company's consent will not be capable of variation or revocation after the time at which it submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Merrill Lynch, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the amount of Placing Shares such Placee has agreed to acquire. Each Placee's obligations will be owed to the Company and to the Managers. 9. Except as required by law or regulation, no press release or other announcement will be made by the Managers or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent. 10. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'. 11. All obligations under the Bookbuilding and Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Termination of the Placing'. 12. By participating in the Bookbuilding each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee. 13. To the fullest extent permissible by law, neither of the Managers nor any of their respective Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Managers nor any of their respective Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of such Manager's conduct of the Bookbuilding or of such alternative method of effecting the Placing as the Managers and the Company may agree. Registration and Settlement If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or electronic confirmation which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to the relevant Manager. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Manager. Settlement of transactions in the Placing Shares following Admission will take place within the CREST system. Settlement through CREST will be on a T + 3 basis unless otherwise notified by the Managers and is expected to occur on 16 April 2008. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Managers may agree that the Placing Shares should be issued in certificated form. The Managers reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction. Interest is chargeable daily on payments not received on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR. If Placees do not comply with their obligations the Managers may sell their Placing Shares on their behalf and retain from the proceeds, for their own account and benefit, an amount equal to the Placing Price of each share sold plus any interest due. Placees will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note is copied and delivered immediately to the relevant person within that organisation. Conditions of the Placing The Placing is conditional upon the Placement Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Managers under the Placing Agreement are, and the Placing is, conditional on, inter alia: (a) Admission occurring by not later than 8 am (London time) on 16 April 2008 (or such later time and/or date as the Managers may agree); (b) the warranties given by the Company and FIDAC in the Placing Agreement being true and accurate and not misleading in any respect on and as of the date of the Placing Agreement and at any time prior to Admission; and (c) the Company having complied with all of the agreements and undertakings and satisfied or performed all of the conditions and obligations on its part to be performed or satisfied under the Placing Agreement which are required to be performed or satisfied on or prior to Admission. The Placing is not conditional on the Placing Shares being admitted to trading on the Channel Islands Stock Exchange, LBG. If the conditions in the Placing Agreement are not satisfied or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Managers may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) against the Company, the Managers or any of their respective Affiliates or any other person in respect thereof. By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under 'Termination of the Placing' below and will not be capable of rescission or termination by it. The Managers may waive compliance by the Company, or extend the time and/ or date for fulfilment by the Company, with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that certain conditions including the condition relating to Admission referred to in paragraph (a) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix One. Neither Merrill Lynch nor Daniel Stewart nor any of their respective Affiliates nor the Company shall 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 any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally. Termination of the Placing The Managers may, at their absolute discretion, by notice in writing to the Company, terminate the Placing Agreement at any time prior to Admission if, inter alia: (a) there shall have come to the notice of the Managers any breach of, or any event that in the judgement of the Managers renders untrue or incorrect in any respect, any of the warranties and representations contained in the Placing Agreement or any failure to perform any of the undertakings or agreements in the Placing Agreement in each case which the Managers reasonably consider material in the context of the Placing; or (b) either in the opinion of the Managers there has been, or the Managers have become aware of, or there has been made public, a material adverse change or any development reasonably likely to involve a material adverse change in the condition (financial, operational, legal or otherwise) or in the earnings, business affairs, solvency or prospects of the Company whether or not arising in the ordinary course of business since the date of the Placing Agreement; or (c) there has occurred (i) any material adverse change in the financial markets in the United States, the United Kingdom, or member states of the European Union or in the international financial markets, (ii) any outbreak or escalation of hostilities, act of terrorism or other calamity or crisis or (ii) 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 judgement of the Managers, impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares. If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this announcement (including this Appendix) shall cease and terminate at such time and no claim can be made by any Placee against the Company, the Managers or any of their respective Affiliates or any other person in respect thereof. By participating in the Placing, each Placee agrees with the Company and the Managers that the exercise by the Company or the Managers of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Managers (as the case may be) and that neither the Company nor the Managers need make any reference to such Placee and that neither the Company, the Managers nor any of their respective Affiliates shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and will not be capable of rescission or termination by it after oral confirmation by the Managers or either of them following the close of the Bookbuilding. Representations and further terms By submitting a bid in the Bookbuilding, each prospective Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees that: 1. it has read this announcement (including this Appendix) in its entirety and that its purchase of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein; 2. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document has been prepared in connection with the Placing; 3. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing, (ii) neither of the Managers, their respective Affiliates or FIDAC or the Company has made any representation to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this announcement, the Pricing 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') and (iii) it has made its own investigation of the business, financial and other position of the Company and the terms of the Placing, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; 4. the content of this announcement is exclusively the responsibility of the Company and that neither the Managers nor any person acting on their behalf is responsible for or has or shall have any liability for any information or representation relating to the Company contained in this announcement or otherwise nor will be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this announcement or otherwise. Nothing in this Appendix One shall exclude any liability of any person for fraudulent misrepresentation; 5. it is not, and at the time the Placing Shares are acquired will not be a resident of Australia, Canada or Japan, and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares, is able to sustain a complete loss of the investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares and represents and warrants that it is acquiring the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion, for investment purposes and not with a view to any distribution or for resale in connection with, the distribution thereof in whole or in part, in the United States; 6. it (i) is not a U.S. Person and is acquiring the Placing Shares for its own account or (ii) is outside the United States and is acquiring the Placing Shares for the account of a non-U.S. Person with respect to which it exercises sole investment discretion or (iii) it is a dealer or other professional fiduciary in the United States acting in reliance upon Regulation S under the Securities Act on a discretionary basis for a non-U.S. Person; 7. the Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada or Japan; 8. it and/or each person on whose behalf it is participating: (i) is entitled to acquire Placing Shares pursuant to the Placing under the laws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto; 9. the Placing Shares have not and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; 10. a purchase of Placing Shares by an employee benefit plan subject to the US Employee Retirement Income Security Act of 1974 ('ERISA') or a plan subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the 'Code'), or by any entity whose assets are treated as assets of any such plan, could result in severe penalties or other liabilities for the Company; and it represents, warrants and agrees that it is not (i) an employee benefit plan as described in Section 3(3) of ERISA and subject to ERISA, (ii) a plan subject to Section 4975 of the Code, (iii) a governmental plan or church plan which is subject to any federal, state or local law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (iv) an entity whose assets are treated as assets of any such plan (the entities referred to in (i)-(iv), being referred to as ERISA- Entities); 11. it will not engage in hedging transactions with regard to the Placing Shares unless in compliance with the Securities Act; 12. it acknowledges that where it is acquiring the Placing Shares for one or more managed accounts, it represents and warrants that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account; 13. if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations; 14. no representation has been made as to the availability of any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares; 15. participation in the Placing is on the basis that it is not and will not be a client of either of the Managers and that the Managers have no duties or responsibilities to a Placee for providing protections afforded to their respective 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; 16. it will make payment to the relevant Manager in accordance with the terms and conditions of this announcement on the due times and dates set out in this announcement, failing which the relevant Placing Shares may be placed with others on such terms as the relevant Manager determines; 17. the person who it specifies for registration as holder of the Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may be. The Managers and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. It agrees to acquire Placing Shares pursuant to the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of the relevant Manager who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it; 18. it and any person acting on its behalf falls within Article 19(5) and/or 49 (2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only; 19. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 (the 'FSMA'); 20. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person; 21. it has complied and it will comply with all applicable provisions of the FSMA with respect to anything done by it or on its behalf in relation to the Placing Shares in, from or otherwise involving the United Kingdom; 22. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, and the Money Laundering Regulations 2003 of the UK and The Criminal Justice (Proceeds of Crime)(Bailiwick of Guernsey) Law 1999 , The Disclosure (Bailiwick of Guernsey) Law 2007, The Terrorism and Crime (Bailiwick of Guernsey) Law 2002 and the Criminal Justice (Proceeds of Crime)(Financial Services Business)(Bailiwick of Guernsey) Regulations 2007 of Guernsey (together the 'Regulations') and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; 23. if it is resident in South Africa, it is acting as a principal in respect of the Placing for an aggregate subscription price of more than Rand 100,000; 24. if it is resident in South Africa, it has obtained the necessary approvals from the South African Reserve Bank in order to participate in the Placing or is entitled to make use of an exemption to the South African Exchange Control Regulations and accordingly is permitted to participate in the Placing; 25. the Company, the Managers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements; 26. the Placing Shares will be issued subject to the terms and conditions of this Appendix; and 27. this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law. All agreements to acquire shares pursuant to the Bookbuilding and/or the Placing will be governed by English law and the English courts shall have exclusive jurisdiction in relation thereto except that proceedings may be taken by the Company or either of the Managers in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange. By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company and each of the Managers harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing. Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK and Guernsey by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares. The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to each Manager for itself and on behalf of the Company and are irrevocable. The Managers are acting exclusively for the Company and no one else in connection with the Bookbuilding and the Placing and the Managers will not be responsible to anyone (including Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Bookbuilding or the Placing or any other matters referred to in this press announcement. Each Placee and any person acting on behalf of the Placee acknowledges that neither of the Managers owe fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that each of the Managers may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so. When a Placee or any person acting on behalf of the Placee is dealing with either of the Managers, any money held in an account with such Manager on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the Financial Services Authority which therefore will not require such Manager to segregate such money, as that money will be held by it under a banking relationship and not as trustee. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. All times and dates in this announcement may be subject to amendment. The Managers will notify Placees and any persons acting on behalf of the Placees of any changes. DEFINITIONS In this announcement: 'Admission' means the admission of the Placing Shares to the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities; 'Affiliate' means (except as otherwise provided in the Placing Agreement) in respect of Merrill Lynch and Daniel Stewart, their respective subsidiaries, branches, associated companies and holding companies and the subsidiaries of such holding companies, branches, associated companies and subsidiaries; 'Bookbuilding' means the Bookbuilding procedure to be carried out by Merrill Lynch in connection with the Placing; 'Board' means the board of directors of the Company or a duly authorised committee thereof; 'Directors' means all the directors of the Company; 'FIDAC' means Fixed Income Discount Advisory Company; 'FSA' means the Financial Services Authority; 'FSMA' means the Financial Services and Markets Act 2000, as amended; 'Investment Company Act' means the United States Investment Company Act of 1940, as amended; 'London Stock Exchange' means London Stock Exchange plc; 'Prodesse' or the 'Company' means Prodesse Investment Limited; 'Listing Rules' means the listing rules made by the UKLA, as from time to time amended; 'Manager' means Merrill Lynch International or Daniel Stewart & Company plc and 'Managers' means both of them; 'Official List' means the list maintained by the UKLA; 'Ordinary Shares' means ordinary shares of US$0.01 each in the capital of the Company; 'Placees' means persons (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has been given and Placee means any one of them; 'Placing' means the placing of the Placing Shares by the Managers with institutional and other investors on behalf of the Company; 'Placing Agreement' means the agreement dated 11 April 2008 between the Company, FIDAC, Merrill Lynch International and Daniel Stewart & Company plc in connection with the Placing; 'Placing Price' means the price per Ordinary Share at which the Placing Shares are to be placed with Placees; 'Placing Shares' means the new Ordinary Shares which are to be issued in connection with the Placing; 'Regulatory Information Service' means any of the regulatory information services included within the list maintained on the London Stock Exchange's website; 'Securities Act' means the United States Securities Act of 1933, as amended; 'Shareholders' means the holders of Ordinary Shares; 'UKLA' means the FSA in its capacity as United Kingdom Listing Authority; 'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern Ireland; and 'United States or U.S.' means the United States of America, its territories and possessions, any State of the United States and the District of Columbia. This information is provided by RNS The company news service from the London Stock Exchange
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