Placing

Unite Group PLC
17 November 2005

17 November 2005



   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
                           CANADA, AUSTRALIA OR JAPAN


This press release does not represent an offer of securities for sale in the
United States, and the securities may not be offered in the United States absent
registration or an exemption from registration.  Members of the public are not
eligible to take part in the Placing.  This press release (including the terms
and conditions in the appendix attached) is directed only at Investment
Professionals (as defined in article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the 'Order') or persons who fall
within article 49(2)(a) to (d) ('high net worth companies, unincorporated
associations, etc') of the Order. This announcement, the appendix and the terms
and conditions set out in the appendix must not be acted on or relied on by
persons who are not either Investment Professionals or persons who fall within
article 49(2)(a) to (d) of the Order.


The UNITE Group plc ('UNITE' or 'Company')


Placing to raise approximately £30 million to fund further business development


Highlights


  • Placing of approximately 8.82 million new ordinary shares* to  raise
    approximately £30 million in cash (representing 7.88% of issued share
    capital**)

  • Accelerating development roll-out

    o    Potential for up to 1,000 additional beds to be delivered by the end of
         2007 over and above current development plans at attractive margins

  • Strengthening pipeline

    o    More strategic approach to land purchasing to deepen the development
         pipeline and capitalise on UNITE's proven planning and delivery skills

  • Flexibility to capitalise on other opportunities including selective
    acquisitions

  • Targeting further strong and sustainable growth in NAV per share

    o    NAV per share enhancement expected from December 2007

Notes

* The number of shares to be issued as stated in this announcement is indicative
and is calculated based on UNITE's closing share price of 340p and 112,027,740
shares in issue on 16 November 2005. The actual number of shares to be issued
will be determined by the bookbuilding process.

** The proportion of share capital to be issued as stated in this announcement
is indicative and is calculated based on UNITE's closing share price of 340p and
112,027,740 shares in issue on 16 November 2005. The actual proportion of share
capital to be issued will be determined by the bookbuilding process.



UNITE Chief Executive Nicholas Porter, said:


'We have made significant progress in the development of our business and
funding model in recent years.  Our core business remains robust and we have a
financing strategy in place to fund our proposed roll-out of new beds to the end
of 2007.  Our market is evolving rapidly and demand for our product remains
high, buoyed by increasing student numbers.  Given the strength of the market
and UNITE's increasingly competitive position we see a clear opportunity to
achieve further strong and sustainable growth in NAV per share through
accelerating our development plans and taking advantage of acquisition and other
opportunities as they present themselves.  Today's placing, combined with our
continued effective use of gearing, will provide the additional capital to do
this and also provide a further degree of financial flexibility for the Group as
it moves forward.'



Enquiries to:


The UNITE Group plc                                         + 44 (0)117 907 8100
Nicholas Porter, Chief Executive
Mark Allan, Chief Financial Officer


UBS Investment Bank                                         + 44 (0)20 7567 8000
Adrian Haxby, Managing Director
Christopher Smith, Managing Director,
James Geary, Executive Director


Redleaf Communications                                      + 44 (0)207 955 1410
Emma Kane
Wendy Timmons



The UNITE Group plc operates a property investment and development company,
providing design, project management and accommodation management services.  It
specialises in student residential accommodation.  UNITE's shares are traded on
the London Stock Exchange where the company is listed in the Real Estate sector
(LSE: UTG.L).


UBS is acting for The UNITE Group plc in connection with the Placing and no one
else and will not regard any other person as its client in relation to the
Placing and will not be responsible to anyone other than UNITE for providing the
protections afforded to its respective clients nor for providing advice in
relation to the Placing or any other matter referred to in this Announcement.
Any prospective Placee is recommended to seek its own professional advice.



Placing to raise approximately £30 million to fund further business development


Background to the Placing


Over the last three years we have made significant progress in the development
of UNITE's business to the current position where we have 30,996 completed and
managed bed spaces in our portfolio, with a further 8,642 bed spaces secured for
future delivery. As at 30 June our portfolio was valued at £1.12 billion,
generating a portfolio operating profit of £25.8 million in the six months to
that date, and net debt was £746 million. Adjusted fully diluted net assets per
share at the same date were 340p.


During this period we have pursued an innovative funding strategy aimed at
diversifying our capital base.  As a result we have supplemented our
shareholders' equity through a variety of structures, including selective asset
disposals and joint ventures.  In addition to  providing the necessary equity
finance on reasonable terms, this strategy has also had the benefits of
demonstrating our development credentials and corroborating the value of our
investment assets from a third party perspective.


As things stand today, we have an independent funding strategy in place for our
existing development pipeline: 4,250 bed spaces for delivery in 2006 and 4,392
bed spaces already secured for delivery in 2007 and 2008.  Looking beyond, we
are confident of our ability to finance from internally generated sources and by
appropriate joint ventures and other similar structures our expected annual
delivery rate of between 4,000 and 5,000 beds per annum.  This funding includes
a recently completed £225 million borrowing facility provided by a syndicate of
lending banks.


The fundamentals of our market remain strong and the Board believes that it is
now appropriate to raise some additional equity funding by means of a placing
for the following reasons:


1.      Demand for our product remains very buoyant and site availability is
generally good.  We have identified the potential for up to approximately 1,000
further beds to be added to our current development programme at attractive
margins for delivery by the end of 2007;


2.      We believe that there is a significant opportunity for UNITE to derive
more value for shareholders through the planning and development process by
selectively acquiring land at an earlier stage in the development cycle. This
will enable us to deepen our development pipeline over time, improve the
predictability of future bed deliveries and enhance our development margin by
capturing the full planning gain, which our outstanding track record in
obtaining consents indicates we are strongly placed to achieve; and


3.      More generally the Board believes that a degree of increased financial
flexibility is desirable to take advantage of selective acquisition and
investment opportunities as they arise in the rapidly evolving market place for
student accommodation.


The Board remains absolutely focussed on the generation of shareholder value
through growth in the net assets per share of the Company and expects that the
combined effect of the placing and the investment of the proceeds as described
above will be accretive to shareholders from December 2007.


Current trading and future prospects


UNITE currently operates approximately 31,000 bed spaces.  Occupancy stands at
94.0% of available rooms and the Group has reported strong like for like revenue
growth of 7.2% into the current academic year, in line with management's
expectations.  Underpinned by strong market fundamentals, the Group is confident
of delivering continued rental growth in its investment portfolio in the coming
years.


The Group also remains very active in the acquisition and development of new
projects to further grow its business.  4,677 new bed spaces were delivered into
the investment portfolio in Summer 2005 and, as at 31 October, a further 8,642
bed spaces had already been secured for delivery between 2006 and 2008.
Additionally, the pipeline of potential (but as yet unsecured) projects
demonstrates the breadth of further opportunity available to the Group, with
prospective developments totaling approximately 17,000 bed spaces being actively
explored.


Details of the Placing


The Placing, by UBS as agent for UNITE, of approximately 8.82 million new
ordinary shares of 25 pence each ('New Ordinary Shares') is to raise
approximately £30 million in cash representing 7.88 per cent of UNITE's issued
share capital based on yesterday's closing price. The New Ordinary Shares will
rank pari passu with existing issued shares, including the right to receive all
future dividends.   Application will be made for the New Ordinary Shares to be
admitted to the Official List maintained by the UK Listing Authority and to be
admitted to trading by the London Stock Exchange on its main market for listed
securities.  Admission of the New Ordinary Shares to the Official List is
expected to take place on 22 November 2005.  Attention is drawn to the detailed
terms and conditions of the Placing, annexed to this announcement.


The final terms of the Placing will be determined in accordance with demand to
be solicited by UBS through an institutional book building process. In the light
of demand the Board reserves the right to increase or decrease the size of the
placing. The number of shares and proportion of share capital to be issued as
stated in this announcement are indicative and are calculated based on UNITE's
closing share price of 340p and 112,027,740 shares in issue on 16 November 2005.
The actual number of shares and proportion of share capital to be issued will be
determined by the bookbuilding process.


                               TERMS & CONDITIONS

                                    APPENDIX


THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
                   UNITED STATES, CANADA, AUSTRALIA OR JAPAN

  This announcement does not represent an offer of securities for sale in the
United States, and the securities may not be offered in the United States absent
                registration or an exemption from registration.


             IMPORTANT INFORMATION FOR PLACEES ONLY ON THE PLACING


MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THE
ANNOUNCEMENT AND 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 WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER) OR
ARE PERSONS WHO FALL 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). THE ANNOUNCEMENT AND 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. THE
ANNOUNCEMENT AND THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THE NEW ORDINARY SHARES THAT ARE
THE SUBJECT OF THE PLACING (THE PLACING SHARES) REFERRED TO HEREIN HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE SECURITIES ACT) AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES.


Persons who are invited to and who choose to participate in the Placing by
making an oral offer to subscribe for Placing Shares, will be deemed to have
read and understood the Announcement (including this Appendix) in its entirety
and to be making such offer on the terms and conditions, and to be providing the
representations, warranties acknowledgements, and undertakings contained in this
Appendix.  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; and

2.         is outside the United States and is purchasing the Placing Shares for
its own account or is purchasing the Placing Shares for an account with respect
to which it exercises sole investment discretion and that it (and any such
account) is outside the United States, within the meaning of Regulation S under
the Securities Act; or if it is not outside the United States, is a qualified
institutional buyer (QIB) as such term is defined in Rule 144A under the
Securities Act and has duly executed an investment letter in the form provided
to it and has delivered the same to UBS Limited (UBS or the Bank).


The Announcement and this Appendix do not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction including, without limitation, the United States, Canada, Australia
or Japan or any other jurisdiction in which such offer or solicitation is or may
be unlawful.  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 Placing Shares referred to in this Announcement have not been and will not
be registered under the Securities Act and may not be offered, sold or
transferred within the United States except pursuant to an exemption from, or as
part of a transaction not subject to, the registration requirements of the
Securities Act.  Any offering to be made in the United States will be made to a
limited number of QIBs in a transaction exempt from registration under the
Securities Act.  The Placing Shares are being offered and issued outside the
United States in accordance with 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 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 the
Placing Shares in certain jurisdictions may be restricted by law.  No action has
been taken by the Company or the Bank that would permit an offer of such 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 to whose attention this
Announcement is drawn are required by the Company and the Bank to inform
themselves about and to observe any such restrictions.


Details of the Placing Agreement and the Placing Shares

The Bank has entered into a placing agreement (the Placing Agreement) with the
Company whereby the Bank has, subject to the satisfaction of certain conditions
set out therein, undertaken to use its reasonable endeavours as agent of the
Company to seek 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 25 pence
per share in the capital of the Company (Ordinary Shares) 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 person
(including individuals, funds or others) on whose behalf a commitment to acquire
Placing Shares has been given.


Application for listing and admission to trading

Application will be made to the UK Listing Authority (the UKLA) for admission of
the Placing Shares to the Official List of the UKLA (the Official List) and to
the London Stock Exchange plc (the London Stock Exchange) for admission to
trading of the Placing Shares on the London Stock Exchange's market for listed
securities (together Admission). It is expected that Admission will become
effective on 22 November 2005 and that dealings in the Placing Shares will
commence at that time.


Bookbuild

Commencing today the Bank will be conducting an accelerated bookbuilding process
(the Bookbuilding Process) to determine demand for participation in the Placing
by the 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 Bank will be entitled to effect the Placing by such alternative method to
the Bookbuilding Process as it may, in its sole discretion, determine. To the
fullest extent permissible by law, neither the Bank nor any of its affiliates
shall have any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither the Bank nor any of its
affiliates shall have any liability in respect of its conduct of the
Bookbuilding Process or of such alternative method of effecting the Placing as
the Bank may determine


Participation in, and Principal terms of, the Bookbuilding Process

In participating in the Bookbuilding Process and the Placing Placees will be
deemed to have read and understood this Announcement (including this Appendix)
in its entirety and to be participating and making an offer for Placing Shares
on the terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained in this Appendix.
UNITE 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 (the Pricing Announcement).


UBS is arranging the Placing as an agent of the Company.


The Bank and its respective affiliates are entitled to participate as principal
in the Bookbuilding Process.


The Bookbuilding Process will establish a single price (the Placing Price)
payable to the Bank by all Placees.  Any discount to the market price of the
Ordinary Shares of the Company will be determined in accordance with the Listing
Rules as published by the UKLA pursuant to Part VI of the Financial Services and
Markets Act 2000 (FSMA) and the IPC guidelines.


The Bookbuilding Process is expected to close no later than 4.30 p.m. London
time on 17 November 2005, but may be closed earlier at the sole discretion of
the Bank or extended following agreement between the Bank and the Company.  The
Bank may, at its sole discretion, accept bids that are received after the
Bookbuilding Process has closed.


A bid in the Bookbuilding Process will be made on the terms and conditions in
this Appendix and will not be capable of variation or revocation after the close
of the Bookbuilding Process.


Each Placee's allocation and the Placing Price will be confirmed to Placees
orally by the  Bank following the close of the Bookbuilding Process, and a trade
confirmation will be dispatched as soon as possible thereafter.  The Bank's oral
confirmation to such Placee will constitute an irrevocable legally binding
commitment upon such Placee to subscribe for the number of Placing Shares
allocated to it at the Placing Price on the terms and conditions set out in this
Appendix and in accordance with the Company's Memorandum and Articles of
Association.


Each Placee's obligations will be owed to UNITE and to the Bank.  The allotment
and issue of Placing Shares to the Placees by UNITE will be in consideration for
the transfer to UNITE of certain shares in a Jersey incorporated subsidiary of
UNITE (JerseyCo) by the Bank.  Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to the Bank, 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 subscribe for.
The Bank will procure the allotment by UNITE of such Placing Shares to each
Placee by effecting the necessary transfer to UNITE of shares in JerseyCo
company following each Placee's payment to the Bank of such amount.


Any offering made in the United States will be to a limited number of QIBs in a
transaction not involving any public offering.  The Placing Shares will be
offered and sold outside the United States in accordance with the terms of
Regulation S under the Securities Act.


All obligations under the Placing will be subject to fulfillment of the
conditions referred to below under 'Conditions of the Placing'.


Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms.


The Bank's obligations under the Placing Agreement are conditional on, inter
alia:


1.       none of the warranties set out in the Placing Agreement being untrue,
inaccurate or misleading in any respect which is, in the sole opinion of UBS
acting in good faith, material in the context of the Placing and/or Admission as
at the date of the Placing Agreement or at the date of Admission;

2.       the Company not being in breach of any of its obligations under the
Placing Agreement on or before the date of Admission in any respect which is, in
the sole opinion of UBS acting in good faith, material in the context of the
Placing; and

3.       the execution of the pricing supplement to the Placing Agreement prior
to 7.00 p.m. on 17 November 2005;

4.       Admission occurring not later than 8.00 a.m. on 22 November 2005 (or
such later date and/or time as UBS and the Company may agree).

If (a) the conditions contained in the Placing Agreement are not satisfied or
(to the extent permitted by the Placing Agreement) waived by the Bank within the
stated time period (or such later time and/or date as the Company and the Bank
may agree), or (b) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and the Placee's rights and obligations
hereunder shall cease and determine at such time and each Placee agrees that no
claim can be made by the Placee in respect thereof.


By participating in the Bookbuilding Process 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.


The Bank may, at its discretion and upon such terms as it thinks fit, waive
compliance by UNITE with the whole or any part of any of UNITE's obligations in
relation to the conditions in the Placing Agreement.  The Bank reserves the
right to extend the time and/or date for fulfillment of any of the conditions in
the Placing Agreement.  Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.


Neither the Bank 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 it 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 they may make as to the satisfaction of any condition or in respect of
the Placing generally.


Right to terminate under the Placing Agreement

The Bank in its absolute discretion may by notice to the Company at any time up
to and including Admission, terminate the Placing Agreement if:


1.       There shall have been a breach (by any party other than UBS) of any of
the representations, warranties or undertakings contained in the Placing
Agreement or there has been a breach of any other provision of the Placing
Agreement or any of the warranties contained in the Placing Agreement is not or
has ceased to be, true, accurate and not misleading which UBS in its sole
opinion, acting in good faith and (where UBS believes it is practicable to do
so) having consulted with the Company, considers to be material in the context
of the Placing or dealing in the Placing Shares in the secondary market;

2.       any statement contained in the this announcement and certain other
documents has become or been discovered to be untrue, inaccurate or misleading
which in the sole opinion of UBS, acting in good faith and (where UBS believes
it is practicable to do so) having consulted with the Company, is material in
the context of the Placing or dealing in the Placing Shares in the secondary
market;

3.       (i) no member of the Company's group (the 'Group') having, since 31
December 2004, sustained any loss or interference with its business from fire,
explosion, flood or other calamity, or from any labour dispute or court or
government action, order or decree; and (ii) since 31 December 2004 there having
not been any change in the share capital or long-term debt of any member of the
Group or any change, or any development involving a prospective change, in or
affecting the management, financial position, shareholders' equity or results of
operations of the Group, which in respect of any such event in the sole opinion
of UBS acting in good faith and (where UBS believes it is practicable to do so)
having consulted with the Company, is or will or may be materially adverse to
the Placing or dealing in the Placing Shares in the secondary market or which
makes it impracticable to proceed with the Placing or the delivery of Placing
Shares on the terms and in the manner contemplated in the Placing Agreement;

4.       there having occurred, or in the sole opinion of UBS, acting in good
faith and (where UBS believes it is practicable to do so) having consulted with
the Company, it being reasonably likely that there will occur: (i) any
suspension or material limitation in trading of securities generally on any
stock exchange or trading facility or trading in any securities of the Company
on the London Stock Exchange or in any over-the-counter market; (ii) any general
banking moratorium is declared in the United Kingdom or the United States; (iii)
any change or development involving a prospective change in taxation affecting
any member of the Group, the shares in UNITE or the transfer thereof; or (iv)
any material disruption of settlement systems or commercial banking activities
in the United Kingdom or the United States, which in any case, in the sole
opinion of UBS, acting in good faith and (where UBS believes it is practicable
to do so) having consulted with the Company, is or will or may be materially
adverse to the Placing or dealing in the Placing Shares in the secondary market
or which makes it impracticable to proceed with the Placing or the delivery of
Placing Shares on the terms and in the manner contemplated in the Placing
Agreement;

5.       there having occurred or, in the sole opinion of UBS, acting in good
faith and (where UBS believes it is practicable to do so) having consulted with
the Company it being reasonably likely that there will occur, any act of
terrorism, outbreak or escalation of hostilities, war, incident of terrorism,
declaration of emergency or martial law or other calamity, crisis or event,
change in national or international financial, monetary, economic, political or
market conditions (including fluctuation in exchange rates or exchange controls)
which in the sole opinion of UBS, acting in good faith and (where UBS believes
it is practicable to do so) having consulted with the Company, is or will or may
be materially adverse to the Placing or dealing in the Placing Shares in the
secondary market or which makes it impracticable to proceed with the Placing or
the delivery of Placing Shares on the terms and in the manner contemplated in
the Placing Agreement; or

6.       there shall have been, occurred, happened or come into effect any event
or omission which in the sole opinion of UBS and (where UBS believes it is
practicable to do so) having consulted with the Company is or will be or may be
materially adverse to the Placing or dealing in the Placing Shares in the
secondary market, or which makes it impracticable to proceed with the Placing or
the delivery of Placing Shares on the terms and in the manner contemplated in
the Placing Agreement.

If the Bank's obligations under the Placing Agreement are 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 determine at such time and no claim can be made by any Placee in
respect thereof.


By participating in the Placing each Placee agrees with the Bank that the
exercise by the Bank of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of the Bank and that
the Bank need not make any reference to such Placee and shall have no liability
whatsoever to the Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in connection with any such exercise.


No Prospectus

No offering document or prospectus has been or will be submitted to be approved
by the Financial Services Authority in relation to the Placing and Placees'
commitments will be made solely on the basis of the information contained in
this Announcement (including this Appendix). Each Placee, by accepting a
participation in the Placing, agrees that the content of this Announcement and
the Pricing Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the Bank or the
Company or any other person and neither the Bank nor the Company nor any other
person will be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or statement which the
Placees may have obtained or received. 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 Bank 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 or practicable 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.


Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it, the Placing
Price, the aggregate amount owed by such Placee to the Bank and settlement
instructions. Each Placee agrees 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 it has in place with the
Bank.


It is expected that settlement will be on 22 November 2005 on a T+3 basis in
accordance with the instructions set out in the trade confirmation.


Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of 2
percentage points above the base rate of Barclays Bank Plc.


If a Placee does not comply with these obligations, the Bank may sell any or all
of the Placing Shares allotted to that Placee on such Placee's behalf and retain
from the proceeds, for the Bank's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due.  The relevant Placee
will, however, remain liable for any shortfall below the aggregate amount owed
by it and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.


If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.


Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below and under current law and practice, be so registered free from
any liability to UK stamp duty or stamp duty reserve tax.


Representations and Warranties

By participating in the Bookbuilding Process each Placee (and any person acting
on such Placee's behalf):


1.         represents and warrants that it has read this Announcement (including
this Appendix) in its entirety;

2.         acknowledges that no offering document or prospectus has been
prepared in connection with the placing of the Placing Shares and represents and
warrants that it has not received a prospectus, or other offering document in
connection therewith;

3.         acknowledges that the content of this Announcement is exclusively the
responsibility of the Company and that neither the Bank nor any person acting on
its behalf has or shall have any liability for any information, representation
or statement contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for any Placee's
decision to participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise.  Each Placee further
represents, warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this Announcement (subject to the
Placee making its own investigations and satisfying itself that the information
is still current) and any information previously published by the Company by
notification to a Regulatory Information Service, such information being all
that it deems necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other information
given or representations, warranties or statements made by the Banks  the
Company and neither the Bank nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement.  Each Placee further
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in deciding to participate
in the Placing;

4.         acknowledges that neither the Bank nor any person acting on behalf of
it nor any of its respective affiliates has or shall have any liability for any
publicly available or filed information or any representation relating to the
Company, provided that nothing in this paragraph excludes the liability of any
person for fraudulent misrepresentation made by that person;

5.         represents and warrants that it is entitled to subscribe for and/or
purchase Placing Shares under the laws of all relevant jurisdictions which apply
to it and that it has fully observed such laws and obtained all such
governmental and other guarantees and other consents in either case which may be
required thereunder and complied with all necessary formalities;

6.         represents and warrants that it is, or at the time the Placing Shares
are acquired that it will be, the beneficial owner of such Placing Shares, or
that the beneficial owner of such Placing Shares is not a resident of Australia,
Canada or Japan;

7.         acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation 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
those jurisdictions;

8.         if the Placing Shares were offered to it in the United States,
represents and warrants that in making its investment decision, (i) it has
relied on its own examination of the Company and the terms of the Placing,
including the merits and risks involved, (ii) it has made its own assessment of
the Company, the Placing Shares and the terms of the Placing based on such
information as is publicly available, (iii) it has consulted its own independent
advisors or otherwise has satisfied itself concerning, without limitation, the
effects of United States federal, state and local income tax laws and foreign
tax laws generally and the US Employee Retirement Income Security Act of 1974,
the US Investment Company Act of 1940, as amended and the Securities Act and
(iv) it has received all information that it believes is necessary or
appropriate in order to make an investment decision in respect of the Company
and the Placing Shares;

9.         acknowledges that the Placing Shares are being offered and sold to it
in a transaction not involving any public offering in the United States within
the meaning of the Securities Act, and represents and warrants that it is either
(i) a QIB and it has duly executed an investment letter in the form provided to
it by the Banks, or (ii) subscribing for the Placing Shares in an 'offshore
transaction' in accordance with Regulation S under the Securities Act, and if it
is a QIB, (i) it is subscribing for the Placing Shares for its own account, or
for one or more accounts as to each of which it exercises sole investment
discretion and each of which accounts is a QIB, 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 and (ii) has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of its investment in the Placing Shares, and
it and any accounts for which it is subscribing Placing Shares (i) are each able
to bear the economic risk of its or their investment in the Placing Shares, (ii)
will not look to the above-mentioned names for all or part of any such loss or
losses it or they may suffer, (iii) are able to sustain a complete loss on its
or their investment in the Placing Shares, (iv) have no need for liquidity with
respect to its or their investment in the Placing Shares and (v) have no reason
to anticipate any change in its or their circumstances, financial or otherwise,
which may cause or require any sale or distribution by it or them of all or any
part of the Placing Shares.

10.        acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or with any State or other jurisdiction of
the United States, nor approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or any other
United States regulatory authority, and agrees not to reoffer, resell, pledge or
otherwise transfer the Placing Shares except (i) outside the United States in
offshore transactions in accordance with Regulation S under the Securities Act,
(ii) in the United States to QIBs pursuant to Rule 144A under the Securities
Act, or (iii) pursuant to Rule 144 under the Securities Act, and in any case in
compliance with all applicable laws;

11.        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 (i) to acquire the Placing Shares for each
managed account, and (ii) to execute and deliver an investment letter in the
form provided to it by the Bank on behalf of each managed account.  Each Placee
agrees to indemnify and hold the Company and the Bank 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 and
warranties in this paragraph 11.  Each Placee agrees that the provisions of this
paragraph 11 shall survive the resale of the Placing Shares by or on behalf of
the managed accounts;

12.        acknowledges that no representation has been made as to the
availability of Rule 144 or any other exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;

13.        acknowledges and understands that the Placing Shares offered and sold
in the United States are 'restricted securities' within the meaning of Rule 144
(a)(3) under the Securities Act and represents and warrants on its own behalf
and on behalf of any accounts for which it is acting that, so long as the
Placing Shares are 'restricted securities', it will not deposit the Placing
Shares into any unrestricted depositary facility established or maintained by
any depositary bank in respect of the Ordinary Shares;

14.        represents and warrants that the issue to it, or the person specified
by it 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) and that the Placing Shares are not
being acquired in connection with arrangements to transfer Placing Shares into a
clearance system or to issue depositary receipts;

15.        represents and warrants that it has complied with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003
(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;

16.        represents and warrants that it and any person acting on its behalf
is a person falling within section 86(7) of FSMA, being a qualified investor,
and Article 19 and/or 49 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 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;

17.        represents and warrants that it has not offered or sold and, prior to
the expiry of a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, 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 the FSMA;

18.        represents and warrants that 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;

19.        represents and warrants that it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in relation to
the Placing Shares in, from or otherwise involving the United Kingdom;

20.        represents and warrants that it and any person acting on its behalf
is entitled to subscribe for the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to this participation
in the Placing and to perform its obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred to
in this Announcement) and will honour such obligations;

21.        undertakes that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Announcement (including this Appendix) on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other subscribers
or sold as the Bank may in its sole discretion determine and without liability
to such Placee;

22.        acknowledges that the Bank is not making any recommendations to it or
advising it regarding the suitability of any transactions it may enter into in
connection with the Placees and that participation in the Placing is on the
basis that it is not and will not be a client of the Bank and that the Bank does
not have duties or responsibilities to it for providing the protections afforded
to their clients or customers or for providing advice in relation to the Placing
nor in respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of any of
its rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;

23.        undertakes that the person who it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case
may be.  Neither the Bank nor the Company will be responsible for any liability
to stamp duty or stamp duty reserve tax and any interest or penalties resulting
from a failure to observe this requirement and it agrees to indemnify the
Company and the Bank in respect of the same.  Each Placee and any person acting
on behalf of such Placee agrees to participate in the Placing on the basis that
the Placing Shares will be allotted to the CREST stock account of Apollo
Nominees Limited who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions;

24.        acknowledges that any agreements entered into by it pursuant to these
terms and conditions shall be governed by and construed in accordance with the
laws of England and it submits (on behalf of itself and on behalf of any person
on whose behalf it is acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out of any such contract,
except that enforcement proceedings in respect of the obligation to make payment
for the Placing Shares (together with any interest chargeable thereon) may be
taken by the Company or the Bank 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;

25.        acknowledges that where a Placee or any person acting on its behalf
is dealing with the Bank, any money held in an account with the Bank 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 be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from the Bank's money in accordance with the client money
rules and will be used by the Bank in the course of its own business; and the
Placee will rank only as a general creditor of the Bank;

26.        agrees that the Company, the Bank and others will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements and
undertakings which are given to the Bank on their own behalf and on behalf of
the Company and are irrevocable.

27.        represents that it has not relied on any investigation that UBS or
any person acting on its behalf may have conducted with respect to the Placing
Shares or UNITE.


The agreement to settle a Placee's acquisition (and/or the acquisition of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax and any interest or penalties depends on the settlement
relating only to an acquisition by it 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 transfer the
Placing Shares into a clearance service or to issue depositary receipts.  If
there are any such arrangements, or the settlement related to any other dealing
in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor the Bank will be responsible.  If this is the
case, each Placee should seek its own advice and notify the Bank accordingly.


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 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.


This Announcement has been issued by UNITE and is the sole responsibility of
UNITE.


UBS is acting for UNITE in connection with the Placing and no one else and will
not regard any other person as its client in relation to the Placing and will
not be responsible to anyone other than UNITE for providing the protections
afforded to its respective clients nor for providing advice in relation to the
Placing or any other matter referred to in this Announcement. Any prospective
Placee is recommended to seek its own professional advice.


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 Bank
shall notify the Placees of any changes.


This Announcement includes 'forward-looking statements'.  All statements other
than statements of historical fact included in this Announcement, including,
without limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations (including
development plans and objectives relating to the Company's products), are
forward-looking statements.  Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could cause actual
results to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements.  Such
forward-looking statements are based on numerous assumptions regarding the
Company's present and future business strategies and the environment in which
the Company will operate in the future.  You should not place undue reliance on
forward-looking statements, which speak only as at the date of this
Announcement.  The Company assumes no responsibility to update any of the
forward-looking statements contained herein.




Ends



                      This information is provided by RNS
            The company news service from the London Stock Exchange