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D1 Oils Plc (NEOS)

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Thursday 30 November, 2006

D1 Oils Plc

D1 Oils Placement Announcment

D1 Oils Plc
30 November 2006


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


D1 Oils plc
30 November 2006



                                  D1 Oils plc

                Placing of up to 35,151,515 New Ordinary Shares

D1 Oils plc (D1) has conditionally raised £48.7 million (approximately £46.1
million after expenses) through a placing with existing shareholders and other
investors of 29,484,848 new Ordinary Shares in the Company at 165 pence per
Ordinary Share. In addition, the Company has granted an over-allotment option in
respect of up to an additional 5,666,667 new Ordinary Shares.


Highlights


• Placing of up to 29,484,848 new Ordinary Shares at 165 pence per share
  raising £48.7 million before expenses
• Placing of up to a further 5,666,667 new Ordinary Shares at a price no
  lower than 165 pence per share pursuant to the Option
• Proceeds of the Placing will be used to

   o  Deliver our sustainable and vertically integrated business plan

   o  Enhance our capabilities in agronomy, refining and trading

   o  Further develop our planting, plant science and refining

• Significant opportunities to invest additional equity capital, sought by
  way of the issue of the Option Shares, to accelerate further our planting
  and plant science programme


This announcement includes the text of a letter from the Chairman of the Company
included in a circular to shareholders to be posted today, which includes
further information on the Placing and an update on current developments of the
business of the Company.


Dresdner Kleinwort, Nominated Adviser and Broker to the Company, has
conditionally placed the Underwritten Shares with existing shareholders and
other investors.


The Placing, including the issue of up to 5,666,667 new Ordinary Shares pursuant
to the over-allotment option, is subject to shareholder approval at an
Extraordinary General Meeting to be held on 28 December 2006.


The Placing Price represents a discount of approximately 8.0 per cent. to the
closing middle market price of 179.5 pence per share on 29 November 2006, the
last business day prior to this announcement.


The full terms and conditions of the Placing are set out in the appendix to this
press release.



Karl E. Watkin, Chairman of D1 Oils said, 'The outcome of this placing and the
significant levels of interest shown by the investment community demonstrate the
market confidence in the Company and its strategy to build a leadership position
in the global biofuels industry.'





Contact:


D1 Oils

Graham Prince, Head of Corporate Communications
Tel:    +44 (0) 1642 755580
Mobile: +44 (0) 7973 323840


Brunswick Group

Mark Antelme
Tel:   +44 (0) 20 7404 5959


Dresdner Kleinwort

David Hutchison
Michael Covington
Tel:   +44 (0) 20 7623 8000



Notes to editors


D1 Oils plc is a UK-based global producer of bodies. We are building a global

supply chain and network that is sustainable and delivers value from
'earth-to-engine'. Our operations cover agronomy, refining and trading. We are
pioneering the science, planting and production of inedible vegetable oils; we
design, build, own, operate and market bodies refineries; and we source,
transport and trade seeds and seedlings, seedcake, crude vegetable oils and
bodies. Our vision is to be the world's leading bodies business.



This announcement does not constitute an offer to sell or an invitation to
subscribe for, or the solicitation of an offer to buy or to subscribe for,
Ordinary Shares in any jurisdiction in which such an offer or solicitation is
unlawful and is not for distribution in or into Canada, Japan, the United States
or Australia (the 'Prohibited Territories'). The Ordinary Shares have not been
and will not be registered under the United States Securities Act of 1933 (as
amended) or under the applicable securities laws of any state in the United
States or any Prohibited Territory and, unless an exemption under such Acts or
laws is available, may not be offered for sale or subscription or sold or
subscribed directly or indirectly within the Prohibited Territories or for the
account or benefit of any national, resident or citizen of the Prohibited
Territories. The distribution of this announcement in other jurisdictions may be
restricted by law and therefore persons into whose possession this announcement
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.


The contents of this announcement are not to be construed as legal, financial or
tax advice. If necessary, each recipient of this announcement should consult
his, her or its own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice.


Dresdner Kleinwort Limited and Dresdner Kleinwort Securities Limited, who are
authorised and regulated by the Financial Services Authority, and Dresdner Bank
AG, London Branch, which is authorised by BAFin and by the Financial Services
Authority and which is regulated by the Financial Services Authority for the
conduct of designated investment business in the United Kingdom, are acting for
D1 Oils and for no one else in connection with the Placing and will not be
responsible to anyone other than D1 Oils for providing the protections afforded
to customers of Dresdner Kleinwort Limited, Dresdner Kleinwort Securities
Limited and Dresdner Bank AG, London Branch, or for affording advice in relation
to the Placing or any other matters referred to herein. The responsibilities of
Dresdner Kleinwort Limited, as nominated adviser under the AIM Rules, are owed
solely to the London Stock Exchange and are not owed to the Company or to any of
the Directors.


No representation or warranty, express or implied, is made by Dresdner Kleinwort
Limited, Dresdner Kleinwort Securities Limited or Dresdner Bank AG, London
Branch as to any of the contents of this announcement for which the directors of
D1 Oils are solely responsible. This announcement contains certain statements
that are or may be forward-looking. These statements typically contain words
such as ''intends'', ''expects'', ''anticipates'', ''estimates'' and words of
similar import. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future and therefore undue reliance should not be placed on such
forward-looking statements. Forward-looking statements speak only as of the date
they are made and the Company undertakes no obligation to update publicly any of
them in light of new information or future events except as required by the AIM
Rules. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements.


THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN REGISTERED WITH,
RECOMMENDED, APPROVED OR DISAPPROVED BY ANY UNITED STATES FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.


The following is the text of the letter from the Chairman of the Company
included in a circular to be sent to shareholders on 30 November, 2006.


'Introduction


Your board has today announced that the Company has conditionally raised
approximately £48.7 million before expenses (approximately £46.1 million net of
expenses) through a placing with institutional investors, underwritten by DBAG,
of 29,484,848 Ordinary Shares in the Company at 165 pence per Ordinary Share. In
addition the Company has granted an over-allotment option in respect of up to an
additional 5,666,667 Ordinary Shares. The purpose of this document is to provide
you with further information on the Placing and to convene the EGM to seek
Shareholder approval for the Resolutions necessary to effect the Placing.


Development of the business to date


Since D1 was listed on AIM in October 2004, the Company has made significant
progress in seeking to establish a global biodiesel business. Building on the
development of the business after the flotation, the additional funding of
£24.4m raised in June 2005 enabled us to work towards our vision of creating
value from 'earth to engine' through our three core activities of agronomy,
refining and trading. We are now seeking to accelerate the development of the
business and to take advantage of the growing international demand for renewable
fuels. In our results for the six months ended 30 June 2006, announced on 27
September 2006, we reported that we are performing well in all aspects of our
business. We believe we are making substantial progress towards realising our
vision of becoming a leading global biodiesel business.


In agronomy, as of 30 September 2006, together with our joint venture partners,
we have either planted or obtained rights to over 114,000 hectares of planted
Jatropha curcas. Further planting is underway in key locations in the developing
world, and includes significant new planting in China. We believe we are making
substantial advances in the plant science of inedible oil production, and we
expect to be able to deliver a new 'E1' elite jatropha seed with an improved
yield potential of 2.7 tonnes of oil per hectare at maturity.


In refining, we have brought our first biodiesel refineries in the UK into
operation. As announced on 21 November 2006 we have finalised the terms of a
financing package to fund the roll-out of the first four of our D1 20 refinery
units. We also plan to expand significantly our UK operations with the
acquisition of a new refining and distribution site at Bromborough on
Merseyside. This acquisition is conditional and scheduled to be completed by the
end of 2006. Once acquired and operational, this site will enable us
approximately to double our targeted UK refinery capacity from 220,000 tonnes to
420,000 tonnes by the end of 2008.


In trading, we have concluded our first major UK offtake contract for biodiesel
with Petroplus. Further offtake agreements are being negotiated. We are also
developing our logistics capabilities to support our planting and refining as we
grow internationally.


As at 31 October 2006, the Company had net cash resources of approximately £8.5
million. This includes, for pro-forma purposes, approximately £4.0 million of
proceeds from the sale and leaseback of the first four D1 20 refinery units,
announced on 21 November 2006.



Update on activities


Agronomy and planting programme


We are continuing our work in the planting and production of jatropha. As of 30
September 2006, together with our joint venture partners, we have planted or
obtained rights to offtake from a total of over 114,000 hectares of jatropha
planting worldwide. The substantial increase in planting is principally due to
good progress in South East Asia and India, as well as the establishment of a
new planting base in Southern China.


Our continuing ability to attract large-scale commercial agronomy partners is
demonstrated by our joint venture with Williamson Magor, the Indian tea planting
group, which achieved planting of 8,300 hectares by 30 September 2006 in North
East India. In Africa, planting is now underway on a new area of 20,000 hectares
in Swaziland in cooperation with the Swazi Government, and in Zambia we have
recently increased our land allocations for future planting to over 174,000
hectares. In South East Asia, we have concluded a series of oil supply
agreements with Setia Group China. To date D1 has secured rights to offtake from
approximately 28,000 hectares that Setia Group has planted in Southern China.


The cumulative planting position at 30 September 2006 is summarised in the table
below:

                       Managed      Contract        Seed purchase        Total
                   plantations       farming       and oil supply
                                                       agreements
India                      -        12,740               31,361         44,101
Southern Africa        5,155             -                2,000          7,155
South East Asia            -        30,494               32,563         63,057
                    ----------      --------             --------       -------
Total                  5,155        43,234               65,924        114,313
                      =======      ========             ========      =========


We believe the scale of planting achieved in the period demonstrates the
determination of the business to deliver new planting and offtake agreements in
often challenging business conditions.


A modest harvest will be collected from existing planting around the turn of the
year and this seed will be used principally as planting material. We will also
be conducting the first end-to-end test of our supply chain, taking harvested
seed from the fields through a local expelling process and on to a
pre-processing and refining facility in the UK. A key area of focus for
management, to deliver the business plan, will be the establishment of an
effective and efficient supply chain.


We believe that significant financial benefits can be obtained from the use of
jatropha in comparison with other feedstock vegetable oils. The table below
details the targeted cost of jatropha (based on non-elite seeds) versus other
feedstock vegetable oils.

Feedstock vegetable oil at current prices*                           $ per tonne

Rapeseed (RBD ex-tank UK)                                                  944

Soya (RBD ex-tank Rotterdam)                                               795

Palm olein                                                                 608

Jatropha (D1 target for non-elite seed)                                475 - 500

*Landed in Northern Europe as at 27 November 2006

Sources: The Public Ledger, MPOB and (in relation to jatropha
target) Company estimates


The above table demonstrates the Company's objective to land jatropha into
Northern Europe at a price that is very competitive with alternative biodiesel
feedstocks. It is also important to note that jatropha has cold flow properties
broadly equivalent to those of soya. Palm typically is not, unless blended, a
suitable feedstock in temperate climates.


The table below sets out the targeted cost of jatropha landed in Northern
Europe, based on a seed purchase model in India:

Seed purchase model     $ per tonne at       $ per tonne at       $ per tonne at
                       29% oil content      35% oil content      40% oil content
1 kg of seed
at a cost of 6
rupees per
kilo*                            133                  133                  133

Tonnes of seed
required for 1
tonne of oil                    3.45                 2.86                 2.50

Cost of seed
to produce 1
tonne of oil                     460                  381                  333
                                -----                -----                -----
Crushing cost                     40                   40                   40
                                 ----                 ----                 ----
Sub total                        500                  421                  373
                                -----                -----                -----
Seedcake credit                 (100)                (100)                (100)
                              -------              -------              -------
Total oil cost                   400                  321                  273
                                -----                -----                -----
Transport costs                  100                  100                   75
                                -----                -----                 ----
Landed cost                      500                  421                  348
                                =====                =====                =====


*Based on exchange rate of 45 rupees: US$1 and Company estimates


The above table details the build up of the target landed cost of jatropha in
Northern Europe at $500 per tonne based on wild seed having an average oil
content of 29%. It is possible to improve yield in two ways; through more seeds
per tree and also via more oil in an individual seed. The final two columns in
the table above demonstrate the cost efficiencies arising from improving the oil
content within an individual seed. The accessions of jatropha identified by
Agriom B.V. through its research to date (as mentioned below) have an oil
content of between 25% and 38%, prior to selective breeding.


Jatropha plant science programme


We continue to make excellent progress in our globally distributed plant science
programme which is focused on developing the most promising wild varieties of
jatropha into progressively higher yielding commercial crops. Working together
with Agriom B.V. (www.agriom.nl) in the Netherlands, we have identified and
collected more than 130 accessions of jatropha to assess variations and planting
quality. The breeding programme to produce higher yields per hectare is being
carried out in the Netherlands and results assessed in field trials in several
planting regions. We are now scaling up a number of promising accessions using
vegetative propagation. Agriom is commencing the cross-fertilisation of the most
promising jatropha sub-varieties aiming to produce hybrids with further enhanced
characteristics, including yield and quality improvement, higher oil content,
and drought resistance. We are also working with SBW International BV
(www.stbw.nl), a leading Dutch tissue culture firm, to seek to scale up the
rapid production of selected varieties.


Our plant science programme is headed by Dr Henk Joos who has recently joined us
from Bayer CropScience. Dr Joos has considerable experience in the commercial
development of corn, soybean, cotton, canola, rice and various tropical crops
in different temperate and tropical countries.


We plan to undertake the first planting with our 'E1' range of proprietary elite
seeds in 2008. We believe that this seed will deliver oil yields of 2.7 tonnes
per hectare when the trees attain maturity. These seeds will comprise a range of
varieties to provide adaptation to local micro-climates and to reduce
vulnerability to disease. We believe the development of the E1 seed will
continue to deliver new varieties and anticipated higher yields in line with the
improvements made in other commercial crops over the years. We intend to
continue the development of jatropha and the Board is confident that the Company
can progressively commercialise further enhancements to the yield and properties
of the crop beyond those achieved with E1.


We expect the first volume harvests from initial planting undertaken with wild
seed in 2006 to produce modest yields of crude jatropha oil in 2008. We believe
the yield from our planting of uncultivated seed will improve such that, after
5-6 years with a well maintained crop, we can achieve yields of up to 1.7 tonnes
per hectare. This should compare favourably with the yields from crops that have
already experienced considerable development, including soya (c.0.4 tonnes per
hectare) and rapeseed (c.1.0 tonnes per hectare) and with the potential to head
over the longer-term towards those of palm (c.4-5 tonnes per hectare).


In addition to the work on the scientific breeding and propagation of jatropha,
we are taking a leading role in developing programmes to optimise the
agricultural methods of commercial jatropha production, including irrigation,
pruning, planting densities, fertilisers and microclimate control. This work,
begun at our Indian centre in Coimbatore, will also be carried out at the
Regional Development Centres (RDCs) that we intend to establish in Southern
Africa and South East Asia during the next 6-9 months. Early indications are
that substantial improvements can be delivered in oil yield using such methods.
We have made significant advances in training and communications to farmers
including a farmers' manual to explain planting techniques.


We continue to explore uses for our jatropha seedcake. We are excited by our
current findings that the seedcake can be detoxified and processed into a high
protein content animal feed with much greater revenue potential than for lower
value uses such as fertiliser. We continue to investigate the commercial
potential of this application.


Refining


We aim to capitalise on the structural factors driving biodiesel demand in the
UK and the EU, and to become one of the leaders in the sector. We believe that
the attractive economics of our flexible, modular capacity refineries, using
predominantly third party edible oil feedstocks, will be capable of generating
significant returns as the UK market responds to the challenges of the RTFO. We
believe our strategy to focus on refining our own supplies of higher yielding
jatropha and other inedible oils addresses market exposure to fluctuations in
feedstock prices.


We have made substantial progress on our refinery operations with the deployment
of our first four D1 20 refineries at our site in Middlesbrough. As planned, all
four units are now in beneficial operation, giving us an interim production
capacity of 32,000 tonnes per annum.


Bringing these refineries into operation identified certain shortfalls in the
original design and configuration. These commissioning issues have put pressure
on 2006 production and the volume of biodiesel to be produced in the final
months of the year will be less than originally anticipated. Nonetheless, we
have been able both to identify and resolve the commissioning issues and to use
the experience gained to improve performance.


With the experience gained in commissioning, we believe we are now in a position
to improve the performance of our future D1 20 units, increasing annual unit
capacity by 25 per cent. from 8,000 to 10,000 tonnes. The additional five units
currently in manufacture will be built to the new specification and an extra
sixth unit will be added. We expect deployment to take place in 2007, enabling
us to add a further 60,000 tonnes of capacity during 2007.


One of the advantages of our modular technology is that it enables us to build
and commission refineries more rapidly than competing technologies in an
expanding market. We anticipate delivery times to reduce as we deliver
manufacturing improvements and economies. The ability of the D1 20 to refine
different mixes of oils and oils of differing qualities is a key competitive
advantage over large scale refining solutions.


The experience gained in improving the D1 20 will also contribute to enhancing
the design, now underway, of the 50,000 tonne per annum refinery units. Our
plans for further capacity expansion include the deployment of these units in
2007. We believe these will deliver at least five times the output at less than
five times the capital cost of operation. The availability of both the 10,000
tonne and 50,000 tonne refineries increases our market flexibility and coverage.


The acquisition of a further site for both conversion to biodiesel production
and deployment of the 10,000 and 50,000 tonne units is central to our ambition
to be a leader in UK and global biodiesel refining capacity. We have therefore
recently exchanged conditional contracts to acquire a 47 acre site complete with
production and storage facilities at Bromborough on Merseyside for £3.0 million.
Completion of the acquisition is anticipated by year end. Bromborough represents
a second major biodiesel production, storage and distribution centre to
complement that already established in Middlesbrough.


Our intended strategy is to invest up to £8.0 million in the site during 2007 to
convert it to biodiesel production and provide working capital. Conversion of
the existing site will enable us to increase production capacity at an estimated
capital cost which we believe will be significantly lower than construction of a
new-built site. Bromborough offers distribution access within a 70 mile radius
to large UK urban markets in the North and Midlands, as well as seaborne
delivery to potential UK west coast refinery customers and to Ireland. Once
acquired and operational, the new site is anticipated during 2007 to have an
initial production capacity of approximately 100,000 tonnes, with approximately
a further 100,000 tonnes of planned refinery capacity to be added in 2008.


Combined with the planned production capacity from our Middlesbrough plant, the
Bromborough acquisition has the potential to increase our installed biodiesel
production capacity from our existing target of 220,000 tonnes by the end of
2007 to 320,000 tonnes, rising to 420,000 tonnes by the end of 2008.
Importantly, we will also have the opportunity to examine options for the
deployment of our modular technology between Middlesbrough and Bromborough. We
believe that D1 has the opportunity to become one of the leading players in the
UK and global markets by 2008.


Internationally, we anticipate that approximately half of the vegetable oil we
harvest from jatropha planting in developing countries will be refined and used
locally with the balance exported. We expect to deploy our modular D1 20
refineries into our regional operations in combinations of the same
semi-permanent clusters of four that we are currently operating on Teesside. The
50,000 tonne refinery units are also likely to feature in overseas deployments.
In addition to utilising our proprietary refining technology, we are also open
to overseas expansion of our refining activities via the acquisition of existing
plant for conversion or immediate use, or investment into new biodiesel refining
projects. Ports, refineries and other major industrial locations are likely to
be the prime locations for refinery installation.


Trading


We have concluded our first major UK offtake contract for biodiesel with
Petroplus. The contract covers the sale of approximately 24,000 tonnes of
biodiesel over a twelve month period. Petroplus has a leading position in the UK
commercial diesel market and is a major supplier of biodiesel through its
Bio-plus branded fuel. This contract accounts for approximately three quarters
of the first commercial product from our D1 20 refineries in Middlesbrough. The
first delivery of product to Petroplus was made on 26 October 2006. Further
agreements with other parties to sell the balance of current production are in
negotiation.


We continue to build our logistics capabilities, particularly in the areas of
inbound and outbound movements and storage, to meet the needs of the business
globally. Our current soya oil feedstock is purchased on international markets
and delivered to Teesside by marine tanker. In Southern Africa, we have recently
signed heads of terms in relation to forming a joint venture with Southern
Alliance (Pty) Ltd, a major grain and commodity trader in the region, for the
trading of agricultural commodities for the biofuels market. The joint venture
would aim to expand our capabilities in South Africa, Swaziland and Zambia in
the transport and trade of seeds, seedlings and seedcake and expelling and
supply of oil to biodiesel refineries.


At present, D1 is predominantly processing soya oil sourced from Latin America
to supply Petroplus and to supply other intended contracts that are presently in
negotiation. Soya prices are currently very high and as such refining presently
is not economic. We purchased soya at significantly lower prices earlier in the
year and continue to manage these stocks carefully. Production volumes to the
end of 2006 are expected to be modest; however, we are fulfilling our
obligations in relation to the existing Petroplus supply contract. Accordingly,
we expect the contract to continue to be profitable over the remainder of its
term, assuming that applicable exchange rates and the inter-relationship between
commodity prices follow historical trends. As previously indicated, we
anticipate that jatropha will become available in material quantities from 2008
at a significant cost advantage compared to the prevailing market values of
other feedstock options. Prior to this, the Company's strategy is to produce and
sell biodiesel sourced from other vegetable oils to provide cash flow for the
business.


We believe that the introduction of jatropha oil as the principal feedstock raw
material in our refining process has the potential to deliver significantly
improved margin contributions. The table below illustrates indicative
improvements that could be achieved as a result of the use of jatropha, based on
Company estimates of longer term commodity prices.

                                                         Soya          Jatropha
                                                  $ per tonne       $ per tonne
Traded ULSD* price                                      620               620

Share of 20ppl** tax break (15p)                        300               300
                                                       -----             -----
Total selling price                                     920               920
                                                       =====             =====

Vegetable oil cost (wild seed)                          650               500

Refining cost                                           125               125

Transport                                                50                50
                                                        ----              ----
Total costs                                             825               675
                                                        ===               ===

Contribution/tonne                                       95               245
                                                       ====             =====


* ULSD - Ultra Low Sulphur Diesel
** ppl - pence per litre



Offer period update


On 5 July 2006, the Board confirmed that the Company was in very preliminary
discussions with a number of parties which may or may not lead to an acquisition
of a substantial shareholding in the Company and/or an offer for the entire
issued share capital of the Company.


As announced on 21 November 2006, the Board has now ceased discussions regarding
a possible offer, but is continuing negotiations with  certain of the parties
regarding the possible acquisition of a substantial, but less than a
controlling,  shareholding in the Company. These negotiations are being
conducted with a view to assisting the Company to accelerate significantly the
roll out of its business plan.


Reasons for the Placing


To maintain the growth of our business and to take advantage of the
opportunities presented, we are seeking, subject to Shareholder approval, to
raise further funds through the Placing. The Directors believe that the
additional money raised will enable us to deliver our sustainable and vertically
integrated business plan as described below, to enhance significantly our
capabilities in each of the areas of our business and to deliver against our
stated objectives. We believe it will enable us to extend our competitive
advantage in agronomy and to expand our refining footprint.

In agronomy, we intend to use the proceeds of the Placing to develop
significantly our plant science programme with the objective of breeding
superior jatropha cultivars to deliver enhanced oil quality and yield. The
intended next phase of development will include the further identification and
selection of superior accessions to use in the breeding programme; cross
breeding of selected accessions to enhance desired characteristics and create
unique varieties; and larger-scale multiplication of elite material. We propose
to develop a strategy for the deployment of elite material and also to implement
a crop quality management system. We also aim to investigate techniques to
enhance the value of jatropha seedcake. Accordingly, the Board intends to
increase the research and development expenditure of its crop science programme
from around £1.2 million per annum to £2.0 million per annum.

In planting, the proceeds of the Placing will enable us to secure our planting
footprint and enable further substantial planting. We aim to meet a planting
target of 150,000 hectares of new planting per year. The proceeds will also
enable us to invest in new joint ventures with quality partners; to expand our
managed plantation and contract farming programmes; and to develop our supply
chain and build our stock of oil and seed. The objective will be to strengthen
our planting relationships and to enhance security of supply.


With seed development and planting gaining pace, we will also seek to secure the
crushing capacity that we believe needs to be in place prior to first harvests.
Enhanced capital will enable us to participate and invest in new and existing
crushing projects. We also plan to investigate the potential for automation of
jatropha harvesting, as this offers the potential in the long term to expand
planting to regions where the cost of labour required for harvesting by hand is
prohibitive.


With greater scale, we believe we will be better positioned to obtain
alternative feedstocks in greater volume and more favourable cost in advance of
the first jatropha harvests.


Through the proceeds of the Placing we will also be able to begin delivery of
low cost feedstock from our operations. This will require substantial investment
in working capital through the movement of seeds and oil from plantations to the
UK. The proceeds will allow us to fund the working capital requirement of this
area of the business.


In refining, we intend to use the proceeds of the Placing to deliver our
expanded vision for our sites on Teesside and, when acquired, Merseyside. The
proceeds will assist us in delivering on our UK capacity targets of 320,000
tonnes by the end of 2007 and 420,000 tonnes by the end of 2008. We also aim to
begin building out our refining capacity overseas, deploying 100,000 tonnes of
capacity in each region of our operations with joint venture partners by the end
of 2009. The means to deliver these targets will be our new 10,000 tonne D1 20
units, our new 50,000 tonne units and conversion of pre-existing plant once
acquired.


We also aim to build our third party sales and licensing business. We aim to
manufacture for sale to customers 40,000 tonnes of refinery capacity in 2007
rising to 120,000 per year thereafter. We also intend to develop further our
proprietary technology for pre-processing of crude vegetable oils.


The Board believes that the Placing announced today, raising a minimum of £46.1
million net of all expenses, should fund the delivery of the strategy described
above without further recourse to shareholders subject to the following key
assumptions:


• Key commodity price and exchange rates not moving materially outside
reasonable historic norms for extended periods of time where such movements
would decrease the cash flows of the Company;

• The Company deploying its planned refining capacity within a reasonable
period of that currently targeted;

• Capital expenditure and working capital facilities continuing to be
available on reasonable commercial terms; and

• No material adverse changes to the regulatory and fiscal environments
for biofuels that are relevant to the Company's strategy.


In addition to the key issues as set out above, your attention is drawn to the
risk factors set out in the Company's admission document dated 21 October 2004
and subsequent placing document dated 31 May 2005.


The Board believes there are significant opportunities for the Company to invest
additional equity capital to:


• Accelerate the roll-out of its strategy particularly in respect of
planting and plant science; and

• Increase the scope of the business plan (for example, the targeted area
to be planted and the resources directed towards jatropha yield improvement).


Additional funding would also increase further the resilience of the Company to
any prolonged periods of volatility in its business.


For these reasons, the Board believes that the funding sought by way of the
issue of up to a further 5,666,667 Ordinary Shares pursuant to the Option will
further enhance shareholder value.


The table below summarises the proposed use of proceeds for the four year period
from 1 January 2007 to 31 December 2010 inclusive assuming net funds raised of
£45.0 million. The funding requirement as stated below is stated net of planned
financing for capital expenditure and working capital of, in aggregate, £47.0
million. The additional funding achieved will be applied in the ways described
above.



                                                                            £m
Agronomy
Research and development                                                     8

Planting (security of supply)                                               14

Supply chain and stock*                                                     11
                                                                           
                                                                           ----
Sub total                                                                   33
Refining and pre-processing                      
Capital expenditure and investment*                                         13
Working capital*                                                            12
                                                                           ----

Sub total                                                                   58

Cash inflow**                                                              (13)
                                                                         ------
Net Funding requirement                                                     45
                                                                           ====

* Net of financing ** Net of a contingency of £12 million


The Board expects total Group overheads for the financial year ended 31 December
2007, before research and development expenditure and regional operating costs,
to be approximately £7.6 million. We estimate that for the financial year ended
31 December 2007 some £2.5 million of expenditure will be incurred in relation
to business development, project implementation and operations in the overseas
regions in which we operate.


Details of the Placing


Subject to the passing of the relevant Resolutions at the EGM, the Company is
proposing to raise a minimum of approximately £48.7 million before expenses
(approximately £46.1 million net of expenses) by the issue of the Underwritten
Shares. The Underwritten Shares will represent approximately 93.2 per cent. of
the current issued share capital of the Company. Dresdner Kleinwort Securities
Limited has conditionally placed the Underwritten Shares with existing holders
of the Company's shares and certain new investors at the Placing Price.


The Company has also granted an over-allotment option in respect of up to an
additional 5,666,667 Ordinary Shares at the Option Price, namely a price which
is greater than or at least equal to the Placing Price. The allotment process in
relation to the Option Shares will close at 4.30p.m. on 22 December 2006, or
earlier at the sole discretion of Dresdner Kleinwort. The process will establish
a single price payable in respect of each Option Share, namely the Option Price.
The number of Ordinary Shares to be issued pursuant to the Option (up to a
maximum of 5,666,667) and the Option Price will be announced by the Company
prior to the EGM. The Option Shares if issued in full will, together with the
Underwritten Shares, represent approximately 52.6 per cent. of the issued share
capital of the Company immediately following Admission.


The Placing Agreement and the issue of the Placing Shares are each conditional
on, inter alia:


(i) the passing at the EGM of the Resolutions numbered 1, 2 and 4; and


(ii) Admission occurring on or before 8.00 a.m. on 29 December 2006 (or such
later time and date as the Company and Dresdner Kleinwort Securities Limited may
agree being no later than 31 December, 2006).


Further details of the Placing Agreement and the Option are contained in
paragraph 4 of Part II of this document.


DBAG has agreed that, to the extent that Dresdner Kleinwort does not procure
Placees to subscribe for the total number of Underwritten Shares at a price
equal to or in excess of the Placing Price, DBAG shall itself subscribe as
principal for those Underwritten Shares at the Placing Price. The issue of
Option Shares pursuant to the Option is not underwritten.


The Placing Shares will, when allotted and fully paid, rank pari passu in all
respects with the existing Ordinary Shares.


Admission is expected to take place and dealings in the Placing Shares to
commence on AIM on 29 December 2006. Share certificates in respect of Placing
Shares to be held in certificated form are expected to be despatched on or after
29 December 2006. Placing Shares to be held in uncertificated form are expected
to be delivered in CREST by no later than 29 December 2006.


For regulatory reasons the Placing has only been made, and the Placing Shares
will only be issued, to institutional and other sophisticated investors (i) in
the EU who are also qualified investors for the purposes of the EU Prospectus
Directive (and in the UK who are persons falling within article 19 and article
49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2001), and (ii) in other jurisdictions to whom it may lawfully be made. No other
person may participate in the Placing, or rely on any communication relating to
the Placing. The offer of the Placing Shares has not been and will not be made
to Shareholders generally or to the public for the purposes of the Prospectus
Rules. This document does not constitute a prospectus or an offer, or the
solicitation of an offer, to subscribe or buy any of the Placing Shares.


Extraordinary General Meeting

A notice convening the Extraordinary General Meeting to be held on 28 December
2006 at 11.00 a.m. at the offices of Dresdner Kleinwort Limited, 30 Gresham
Street, London EC2P 2XY, is set out at the end of this document. The purpose of
the Meeting is to seek Shareholders' approval to the Resolutions set out in the
notice of EGM. At the Meeting, Resolutions will be proposed to:


(1) increase the Company's authorised share capital from £520,000 to £1,000,000
by the creation of an additional 48,000,000 Ordinary Shares representing
approximately 92 per cent. of the current existing authorised share capital of
the Company;

(2) authorise the Directors pursuant to section 80 of the Act to allot relevant
securities up to an aggregate nominal amount of £351,516 (namely the Placing
Shares), representing approximately 111.1 per cent. of the existing issued share
capital of the Company as at the date of this document;

(3) authorise the Directors (by way of updated general authority pursuant to
section 80 of the Act) to allot relevant securities (as defined for purposes of
that section) up to an aggregate nominal amount representing approximately one
third of the Enlarged Issued Share Capital;

(4) authorise the Directors pursuant to section 95 of the Act to allot the
Placing Shares for cash without making a pre-emptive offer to Shareholders; and

(5) authorise the Directors (by way of updated general authority pursuant to
section 95 of the Act) to allot equity securities (as defined for purposes of
that section) for cash up to an aggregate nominal amount representing
approximately 5 per cent. of the Enlarged Issued Share Capital.

The Directors recommend that Shareholders vote in favour of all the Resolutions.
The Directors' reason for putting forward Resolutions 1, 2 and 4 is to enable
the Company to allot the Placing Shares for cash. If Resolutions 1, 2 and 4 are
not approved the Placing cannot occur.

Resolutions 3 and 5 confer new authority on the Directors to allot Ordinary
Shares based on the increased authorised and issued share capital of the Company
after Admission has occurred, in accordance with relevant institutional
guidelines.

Resolution 1 is necessary for the Placing to occur as the current authorised
capital of the Company (52,000,000 Ordinary Shares) is insufficient to allow the
issue of the Placing Shares, after taking into account the Company's current
issued share capital of 31,641,730 Ordinary Shares. The Board proposes that the
authorised share capital of the Company is increased to 100,000,000 Ordinary
Shares to permit the Placing to occur, to allow for the additional issue of the
Option Shares and also to take the opportunity afforded by the EGM to increase
the authorised share capital of the Company so that a 'headroom' of existing but
unissued share capital is available for general corporate purposes.

To be passed, Resolutions 1 to 3 (being ordinary resolutions) will require a
simple majority of those Shareholders voting in person or (on a poll) by proxy
in favour of the Resolutions. Resolutions 4 and 5 (being special resolutions)
require approval by not less than 75 per cent. of the votes cast by the
Shareholders voting in person or (on a poll) by proxy.'

A copy of the circular is available, free of charge, for one month from the date
of this announcement at the registered office of the Company, Forty Foot Road,
Middlesbrough, TS2 1HG.



Definitions


The following definitions apply throughout this announcement (other than the
Appendix to this announcement) unless otherwise stated or the context requires
otherwise:


''Act''                   the Companies Act 1985 (as amended)


''Admission''             admission of the Placing Shares to trading on AIM and such
                          admission becoming effective as provided in the AIM Rules


''AIM''                   the Alternative Investment Market, a market operated by the 
                          London Stock Exchange

''AIM Rules''              the rules of the London Stock Exchange governing 
                           admission to and the operation of AIM


''Articles''               the articles of association of the Company


''Board'' or ''Directors'' the board of directors of the Company


''Business Day''          any day (excluding Saturdays and Sundays) on which banks are
                          open in London for general non-automated banking business


''Certificated'' or ''    in certificated form'' an Ordinary Share which is not in
                          uncertificated form


''Code''                  the City Code on Takeovers and Mergers


''Company'' or ''we'' or ''D1 Oils'' or ''D1'' D1 Oils plc, a public limited
                                               company incorporated and registered in 
                                               England and Wales with registered number
                                               5212852


''CREST''                the computerised settlement system to facilitate the holding of and
                         the transfer of title of shares in uncertificated form, operated by CRESTCo
                         Limited


''CREST Regulations''    The Uncertificated Securities Regulations 2001 (SI 2001
                         No. 3755) as amended


''this document''        the circular of the Company published on 30 November 2006


'DBAG'                    Dresdner Bank AG, London Branch


'Dresdner Kleinwort'     Dresdner Kleinwort Limited and/or Dresdner Kleinwort
                         Securities Limited as the context may require


'EGM'                    the Extraordinary General Meeting of the members of the Company convened
                         for 11.00 am on 28 December 2006


'Enlarged Issued Share Capital' the enlarged issued share capital of the Company
                                following Admission of the Placing Shares


''EU''                  the European Union


''€'' or ''Euro''       the euro, currency of the EU


''Existing Ordinary Shares'' the 31,641,730 Ordinary Shares in issue as at 30
                             November 2006


''FSMA''                the Financial Services and Markets Act 2000


''Group''               the Company and its subsidiary undertakings


'IEA'                   the International Energy Agency


'Irrevocable Undertakings' the irrevocable undertakings given by the Directors
                           who hold Existing Ordinary Shares in relation to 
                           voting at the EGM


''London Stock Exchange'' London Stock Exchange plc


''Option''           the conditional over-allotment option granted by the Company to
                     Dresdner Kleinwort Securities Limited to issue up to a maximum of 5,666,667
                     Ordinary Shares at the Option Price in accordance with the Placing Agreement


''Option Price''     the price at which the Option Shares are placed with Placees,
                     being a price of at least 165p per Option Share


''Option Shares''    up to a maximum of 5,666,667 Ordinary Shares to be issued by
                     the Company pursuant to the Option at the Option Price


''Ordinary Shares''  ordinary shares of 1p each in the capital of the Company


''Petroplus''        Petroplus Refining Teesside Limited, a division of Petroplus
                     International B.V.


''Placees''         subscribers for the Placing Shares procured by Dresdner Kleinwort
                    Securities Limited (as agent for the Company) pursuant to and on the terms of
                    the Placing Agreement


''Placing''        the arrangements for the procurement of subscribers for Ordinary
                   Shares by Dresdner Kleinwort Securities Limited pursuant to the Placing
                   Agreement


'Placing Agreement'' the conditional agreement dated 30 November 2006 between
                    (1) Dresdner Kleinwort Securities Limited (2) Dresdner Bank AG, 
                    London Branch and (3) the Company relating to the Placing


''Placing Price''   the price at which the Underwritten Shares are placed with
                    Placees, being a price of 165p per Underwritten Share


'Placing Shares'    up to a maximum of 35,151,515 Ordinary Shares (namely the
                    Underwritten Shares and the Option Shares)


''Prospectus Rules'' the prospectus rules of the Financial Services Authority
                     forming part of the FSA Handbook


''Resolutions''      means the ordinary and special resolutions to be proposed at the
                     EGM

''RTFO''             means the 'Renewable Transport Fuel Obligation' announced by the UK
                     Government in November 2005

''Shareholder(s)''  the person(s) who are registered as holder(s) of Ordinary
                    Shares from time to time


''UK''              United Kingdom of Great Britain and Northern Ireland


''uncertificated'' or ''in uncertificated form'' recorded on the register of
                                                 Ordinary Shares as being held in 
                                                 uncertificated form in CREST, entitlement 
                                                 to which by virtue of the CREST Regulations, 
                                                 may be transferred by means of CREST


''Underwritten Shares''   29,484,848 Ordinary Shares to be issued and placed in
                          connection with the Placing at the Placing Price


''US'' or ''United States'' United States of America, each state thereof, its
                            territories and possessions and the District of Columbia


''US$'' or ''dollar''   United States dollar


''£''                   United Kingdom pounds sterling





                 APPENDIX - TERMS AND CONDITIONS OF THE PLACING


IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS SELECTED BY DRESDNER KLEINWORT SECURITIES LIMITED ('DKIB') WHO ARE
'INVESTMENT PROFESSIONALS' AS DESCRIBED IN ARTICLE 19 OR 'HIGH NET WORTH
COMPANIES' AS DESCRIBED IN ARTICLE 49 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (the 'FPO') OR TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
'RELEVANT PERSONS'). THIS DOCUMENT 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 ACTIVITY TO WHICH THIS DOCUMENT 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 NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE 'PLACING
SHARES') ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION,
OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 ('FSMA'), BEING PERSONS FALLING WITHIN ARTICLE 2.1
(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC (THE 'PROSPECTUS DIRECTIVE'),
WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICES
AUTHORITY (THE 'FSA') OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE
PURPOSE IS SOLELY TO INVEST IN SECURITIES.

The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the 'Securities Act') or under the
securities laws of any state or other jurisdiction of the United States and may
not be offered, sold, resold or delivered, directly or indirectly, in or into
the United States absent registration except pursuant to an exemption from or in
a transaction not subject to the registration requirements of the Securities
Act. No public offering of the Placing Shares is being made in the United
States. The Placing is being made outside the United States in offshore
transactions (as defined in Regulation S under the Securities Act ('Regulation
S')) meeting the requirements of Regulation S under the Securities Act and may
be made within the United States to a limited number of institutional investors
who are qualified institutional buyers within the meaning of Rule 144A under the
Securities Act ('QIBs'), and also 'QPs' (as defined below), in transactions that
are exempt from, or not subject to, the registration requirements under the
Securities Act. Prospective investors are hereby notified that D1 Oils plc (the
'Company') may be relying on the exemption from the provisions of Section 5 of
the Securities Act provided by Rule 144A.

This document (including the terms and conditions set out herein) does not
constitute an offer of securities for sale in the United States nor the
solicitation of an offer to buy any such securities, nor may securities be
offered or sold in the United States, or in any jurisdiction in which such offer
or solicitation is unlawful and the information contained herein is not for
publication or distribution to persons in the United States or any jurisdiction
in which such publication or distribution is unlawful. Persons receiving this
document (including custodians, nominees and trustees) must not forward,
distribute, mail or otherwise transmit it in or into the United States or use
the United States mails, directly or indirectly, in connection with the Placing.
The Company does not intend to register the Placing Shares under the Securities
Act.

This document does not constitute an offer to sell or issue or a solicitation of
an offer to buy or subscribe for Placing Shares in any jurisdiction including,
without limitation, Canada, Australia, Japan or any other jurisdiction in which
such offer or solicitation is or may be unlawful. This document and the
information contained herein are not for publication or distribution, directly
or indirectly, to persons in Canada, Australia, Japan unless permitted pursuant
to an exemption under the relevant local law or in any jurisdiction in which
such publication or distribution is unlawful.

The distribution of this document, 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, DKIB or Dresdner Bank AG, London Branch ('DBAG') that
would permit an offer of the Placing Shares or possession or distribution of
this document or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons to whose
attention this document has been drawn are required by the Company, DKIB and
DBAG to inform themselves about and to observe any such restrictions.

By participating in the Bookbuilding Process (as defined below), each person who
is invited to and who chooses to participate in the Placing (a 'Placee') is
deemed to have read and understood this document in its entirety and to be
providing the representations, warranties, undertakings and acknowledgements
contained herein.


Details of the Placing Agreement and the Placing Shares

The Company has today entered into a placing agreement (the 'Placing Agreement')
with DKIB and DBAG, under which DKIB has, subject to the terms set out therein,
agreed to use its reasonable endeavours, as agent of the Company, to procure
Placees for the Placing Shares (the 'Placing'). DBAG has agreed that to the
extent DKIB does not procure Placees for the Placing Shares, DBAG shall itself
subscribe for 29,484,848 Placing Shares (the 'Underwritten Shares'), as
principal. The Placing Agreement also includes an over-allotment option under
which the Company may issue up to an additional 5,666,667 Ordinary Shares, as
described below.

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 1 pence
each in the capital of the Company, including the right to receive all dividends
and other distributions declared, made or paid in respect of such ordinary
shares after the date of issue of the Placing Shares.

The Placing Shares will be issued free of any pre-emption rights, encumbrance,
lien or other security interest. The Company confirms that, following the
passing of the Resolutions (as defined below), it will be entitled to allot the
Placing Shares pursuant to section 80 of the Companies Act 1985 as if section 89
(1) of that Act did not apply to such allotment. These representations will
survive the Placing.

Application for admission to trading

Application will be made to London Stock Exchange plc (the 'London Stock
Exchange') for admission to trading of the Placing Shares on the AIM market of
the London Stock Exchange ('Admission'). It is expected that Admission will
become effective and that dealings will commence on 29 December 2006, and in any
event no later than 31 December 2006.

Bookbuild

Commencing today DKIB will be conducting an accelerated bookbuilding process
(the 'Bookbuilding Process') to determine demand for participation in the
Placing by Placees. This document gives details of the terms and conditions of,
and the mechanics of participation in, the Placing.

Participation in, and principal terms of, the Bookbuilding Process

Each of DKIB and its respective Affiliates is entitled to participate as
principal in the Bookbuilding Process.

The Bookbuilding Process will establish a single price (the 'Placing Price')
payable to DKIB by all Placees who participate in the Bookbuilding Process.

The Bookbuilding Process is expected to close around 7.00 a.m. London time on 30
November 2006. A further announcement will be made following the close of the
Bookbuilding Process detailing the Placing Price at which the Placing Shares are
being placed (the 'Pricing Announcement'). DKIB 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 document and will not be capable of variation or revocation after the close
of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to the usual sales contact at DKIB. If
successful, DKIB will contact and confirm orally to Placees following the close
of the Bookbuilding Process the size of their respective allocations and a trade
confirmation will be dispatched as soon as possible thereafter. DKIB's oral
confirmation of the size of allocations and each Placee's oral commitments to
accept the same will constitute a legally binding agreement pursuant to which
each such Placee will be required to accept the number of Placing Shares
allocated to the Placee at the Placing Price set out in the Pricing Announcement
and otherwise on the terms and subject to the conditions set out herein and in
accordance with the Company's Memorandum and Articles of Association.

DKIB reserves the right to scale back the number of Placing Shares to be
subscribed by any Placee in the event of an oversubscription under the Placing.
DKIB also reserves the right not to accept offers to subscribe for Placing
Shares or to accept such offers in part rather than in whole. The acceptance of
offers shall be at the absolute discretion of DKIB. DKIB shall be entitled to
effect the Placing by such alternative method to the Bookbuilding Process as it
shall in its sole discretion determine. To the fullest extent permissible by
law, neither DKIB any holding company thereof, nor any subsidiary, branch or
affiliate of DKIB (each an 'Affiliate') shall have any liability to Placees save
for fraud or wilful default (or to any other person whether acting on behalf of
a Placee or otherwise). In particular, neither DKIB nor any Affiliate thereof
shall have any liability in respect of its conduct of the Bookbuilding Process
or of such alternative method of effecting the Placing as it may determine. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares.

Each Placee's obligations will be owed to the Company and to DKIB through whom
such Placee submitted its bid. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to DKIB and the Company, to
pay to DKIB (or as DKIB may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares such Placee has
agreed to acquire. DKIB will procure the allotment by the Company of such
Placing Shares to each Placee following each Placee's payment to DKIB of such
amount.

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

Over-allotment option


The Company has granted an over-allotment option under which the Company may
issue up to an additional 5,666,667 Ordinary Shares at a price equal to or in
excess of the Placing Price. Subject to demand, during the period between
completion of the Bookbuilding Process and the proposed extraordinary general
meeting of the Company a further bookbuilding process (the 'Further Bookbuilding
Process') will be conducted by DKIB. The Further Bookbuilding Process will
establish a single price payable to DKIB by all Placees who participate in the
Further Bookbuilding Process. The Further Bookbuilding Process is expected to
close no later than 4.30 p.m. London time on 22 December 2006 but may be closed
earlier at the sole discretion of DKIB. A further announcement will be made
following the close of the Further Bookbuilding Process detailing the number of
Placing Shares which have been placed and the price at which such Placing Shares
have been placed. The Further Bookbuilding Process will be subject to the same
terms and conditions as the Bookbuilding Process provided that references to the
Placing Price will, in respect of Placees procured during the Further
Bookbuilding Process, be deemed to be references to the price announced at the
close of the Further Bookbuilding Process.

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 obligations of DKIB and DBAG under the Placing Agreement are conditional,
inter alia, on:

1.      Admission occurring by no later than 29 December 2006 (or such other
        date as may be agreed between the Company and DKIB, not being later than 31
        December 2006);

2.      the Company complying with its obligations under the Placing Agreement
        to the extent they fall to be performed prior to Admission including the
        delivery, on the day of (and prior to) Admission, to DKIB of a certificate
        confirming, inter alia, that none of the representations, warranties and
        undertakings given by the Company in the Placing Agreement has been breached or
        is unfulfilled or was untrue, inaccurate or misleading when made or would be
        breached or unfulfilled or be untrue, inaccurate or misleading were it to be
        repeated by reference to the facts subsisting on the date of Admission;

3.      the Company passing certain resolutions to be proposed at an
        extraordinary general meeting to, inter alia, increase its authorised share
        capital and authorise the directors of the Company to allot and issue the
        Placing Shares pursuant to sections 80 and 95 of the Companies Act 1985 (the '
        Resolutions'); and

4.      the Company allotting prior to Admission, subject only to Admission, the
        Placing Shares.

If (a) the conditions above are not fulfilled or (to the extent permitted under
the Placing Agreement) waived by DKIB, or (b) the Placing Agreement is
terminated in the circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine at such time
and no claim may be made by a Placee in respect thereof.

By participating in the Bookbuilding Process and/or the Further Bookbuilding
Process (as the case may be), each Placee agrees that its rights and obligations
hereunder terminate only in the circumstances described above and under 'Right
to terminate under the Placing Agreement' below, and will not be capable of
rescission or termination by the Placee.

DKIB reserves the right to waive or to extend the time and/or date for
fulfilment of any of the conditions in the Placing Agreement where such waiver
or extension is permitted under the terms of the Placing Agreement. Any such
extension or waiver will not affect Placees' commitments. DKIB shall not have
any liability to any Placee (or to any other person whether acting on behalf of
a Placee or otherwise) in respect of any decision it may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing generally.

Right to terminate under the Placing Agreement

DKIB may, at any time before Admission, terminate the Placing Agreement by
giving notice to the Company if:

1.         in the opinion of DKIB (acting in good faith), any of the warranties
           given by the Company in the Placing Agreement are not true and accurate or have
           become misleading (or would not be true and accurate or would be misleading if
           they were repeated at any time before Admission) by reference to the facts
           subsisting at the relevant time provided that DKIB consults with the Company
          (where practicable) prior to the giving of any such notice;

2.         in the opinion of DKIB (acting in good faith), the Company fails to
           comply with any of its obligations under the Placing Agreement and such failure
           has, or is likely to have (in the opinion of DKIB, acting in good faith), a
           material effect on the Placing;

3.         in the opinion of DKIB (acting in good faith) there has been a
           material adverse change in the financial or trading position or prospects of the
           Group (defined as the Company and its subsidiary undertakings); or

4.         in the absolute discretion of DKIB, there has been a change in
           national or international financial, political, economic or stock market
           conditions (primary or secondary); an incident of terrorism, outbreak or
           escalation of hostilities, war, declaration of martial law or any other calamity
           or crisis; a suspension or material limitation in trading of securities
           generally on any Stock Exchange; any change in currency exchange rates or
           exchange controls or a disruption of settlement systems or a material disruption
           in commercial banking as would be likely to prejudice the success of the
           Placing.

By participating in the Placing, each Placee agrees with DKIB that the exercise
by DKIB of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of DKIB and that DKIB need not
make any reference to the Placee in this regard and that DKIB shall not have any
liability whatsoever (save in the event of fraud or wilful default) to the
Placee in connection with any such exercise. Further, by participating in the
Placing, each Placee agrees that its rights and obligations hereunder terminate
only in the circumstances described above and under 'Conditions of the Placing'
above, and will not be capable of rescission or termination by the Placee.

No Prospectus

No offering document, prospectus or listing particulars has been or will be
prepared in relation to the Placing and the Placees' commitments will be made
solely on the basis of the information contained in this document and any
information (including risk factors) previously published by or on behalf of the
Company by notification to a Regulatory Information Service (as defined in the
AIM Rules of the London Stock Exchange). Each Placee, by accepting a
participation in the Placing, agrees that the content of this document is
exclusively the responsibility of the Company and confirms to DKIB, DBAG and the
Company that it has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of DKIB (other than
the amount of the relevant Placing participation in the oral confirmation given
to Placees and the trade confirmation referred to below) or DBAG or any of their
respective Affiliates and none of DKIB, DBAG or the Company or any of their
respective Affiliates will be liable for the decision of any Placee to
participate in the Placing based on any other information, representation,
warranty or statement which the Placee may have obtained or received (regardless
of whether or not such information, representation, warranty or statement was
given or made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges and agrees, to DKIB for itself and as agent
for the Company and to DBAG, that except in relation to the information
contained in this document it has relied on its own investigation of the
business, financial or other position of the Company in deciding to participate
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, using the DVP mechanism, subject to certain
exceptions. DKIB reserves the right to require settlement for and delivery of
the Placing Shares to Placees by 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 document 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 DKIB and settlement
instructions. Placees should settle against CREST ID: 318. 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 DKIB.

It is expected that settlement will be on 29 December 2006 on a deferred 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.

Each Placee is deemed to agree that if it does not comply with these
obligations, DKIB may sell any or all of the Placing Shares allocated to the
Placee on such Placee's behalf and retain from the proceeds, for its own account
and profit, an amount equal to the aggregate amount owed by the Placee plus any
interest due. The Placee will, however, remain liable for any shortfall below
the aggregate amount owed by such Placee and it 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, the
Placee 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 the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as agent
or that of a nominee for such person, such Placing Shares will, subject as
provided below, be so registered free from any liability to PTM levy, UK stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or SDRT is payable in respect of the issue of the Placing
Shares, neither DKIB, DBAG nor the Company shall be responsible for the payment
thereof. Placees will not be entitled to receive any fee or commission in
connection with the Placing.

Representations and Warranties

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

 1. represents and warrants that it has read and understood this document in its
    entirety and acknowledges that its participation in the Placing will be
    governed by the terms of this document;

 2. acknowledges that no prospectus, listing particulars or other offering
    document has been prepared in connection with the placing of the Placing
    Shares;

 3. acknowledges that the ordinary shares of the Company with a nominal value of
    1 pence each are listed on the AIM market of the London Stock Exchange, and
    the Company is therefore required to publish certain business and financial
    information in accordance with the rules and practices of the London Stock
    Exchange (collectively, the 'Exchange Information'), which includes a
    description of the nature of the Company's business and the Company's most
    recent balance sheet and profit and loss account, and similar statements for
    preceding financial years, and that the Placee is able to obtain or access
    the Exchange Information without undue difficulty;

 4. acknowledges that none of DKIB, the Company nor any of their respective
    Affiliates nor any person acting on DKIB's, the Company's or their
    respective Affiliates' behalf has provided, and will not provide it with any
    other material regarding the Placing Shares or the Company; nor has it
    requested DKIB, the Company, any of their respective Affiliates or any
    person acting on DKIB's, the Company's or their respective Affiliates'
    behalf to provide it with any such information;

 5. acknowledges that the content of this document is exclusively the
    responsibility of the Company and that neither DKIB, DBAG nor any person
    acting on their behalf will be responsible for or shall have any liability
    for any information, representation or statement relating to the Company
    contained in this document or any information previously published by or on
    behalf of the Company and neither DKIB, DBAG nor any person acting on their
    behalf will be liable for any Placee's decision to participate in the
    Placing based on any information, representation or statement contained in
    the document 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 to subscribe for the Placing
    Shares is contained in this document and any information that is publicly
    available, including any Exchange Information, such information being all
    that it deems necessary to make an investment decision in respect of the
    Placing Shares and that it has relied on its own investigation with respect
    to the Placing Shares and the Company in connection with its decision to
    subscribe for the Placing Shares and acknowledges that it is not relying on
    any investigation that DKIB, DBAG, the Company, any of their respective
    Affiliates or any person acting on their behalf may have conducted with
    respect to the Placing Shares and none of such persons has made any
    representations to it, express or implied, with respect thereto;

 6. acknowledges that it has not relied on any information relating to the
    Company contained in any research reports prepared by DKIB, any of its
    respective Affiliates or any person acting on DKIB's or its Affiliates'
    behalf and understands that (i) none of DKIB, nor any of its respective
    Affiliates nor any person acting on DKIB's or its Affiliates' behalf has or
    shall have any liability for public information or any representation; (ii)
    none of DKIB, nor any of its respective Affiliates nor any person acting on
    DKIB's or its Affiliates' behalf has or shall have any liability for any
    additional information that has otherwise been made available to such
    Placee, whether at the date of publication, the date of this document or
    otherwise; and that (iii) none of DKIB, nor any of its respective Affiliates
    nor any person acting on DKIB's or its Affiliates' behalf makes any
    representation or warranty, express or implied, as to the truth, accuracy or
    completeness of such information, whether at the date of publication, the
    date of this document or otherwise;

 7. represents and warrants that it has not received a prospectus, listing
    particulars or other offering document in relation to the Company and that
    it has not received or relied on any information given or representations,
    warranties or statements made by DKIB, DBAG or the Company or any other
    person in connection with the Placing other than information contained in
    this document or any information previously published by or on behalf of the
    Company by notification to a Regulatory Information Service (as defined in
    the AIM Rules of the London Stock Exchange);

 8. represents and warrants that it is entitled to acquire 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 and paid any issue,
    transfer or other taxes due in connection with its participation in any
    territory and that it has not taken any action which will or may result in
    the Company, DBAG or DKIB being in breach of the legal and/or regulatory
    requirements of any territory in connection with the Placing;

 9. represents and warrants that the issue to the Placee, or the person specified
    by the Placee 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 issue
    depositary receipts or to issue or transfer Placing Shares into a clearance
    system;

10. represents and warrants that it understands that the Placing Shares have not
    been and will not be registered under the Securities Act or under the
    securities laws of any state or other jurisdiction of the United States and
    that the Company has not been registered as an 'investment company' under
    the United States Investment Company Act of 1940, as amended;

11. represents and warrants that unless it is a 'US Person' (within the meaning
    of Regulation S) that is a QIB in the United States to which the Placing
    Shares will be offered on a private placement basis, it is, or at the time
    the Placing Shares are acquired, it will be, (a) the beneficial owner of
    such Placing Shares and is neither a person located in the United States of
    America, its territories or possessions, any state of the United States or
    the District of Columbia (the 'United States') nor acting on behalf of a
    person in the United States, (b) is acquiring the Placing Shares in an
    offshore transaction (as defined in Regulation S under the Securities Act)
    and (c) will not offer or sell, directly or indirectly, any of the Placing
    Shares in the United States except in accordance with Regulation S or
    pursuant to an exemption from, or in a transaction not subject to, the
    registration requirements of the Securities Act;

12. represents and warrants that 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 qualified investors as defined in section 86(7) of FSMA,
    being persons falling within Article 2.1(e)(i), (ii) or (iii) of the
    Prospectus Directive;

13. 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;

14. 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;

15. represents and warrants that it has complied with its obligations in
    connection with money laundering and terrorist financing under the Criminal
    Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000,
    the Anti-terrorism Crime and Security Act 2001 and the Money Laundering
    Regulations (2003) (the 'Regulations') and, if it is 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 is (a) a person falling within Article 19(5)
    of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO
    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 is a qualified investor as defined in
    section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii)
    or (iii) of the Prospectus Directive;

18. represents and warrants that it has all necessary capacity and has obtained
    all necessary consents and authorities to enable it to commit to
    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 document) and will honour such
    obligations;

19. undertakes that it will pay for the Placing Shares acquired by it in
    accordance with this announcement on the due time and date set out herein
    against delivery of such Placing Shares to it, failing which the relevant
    Placing Shares may be placed with other Placees or sold as DKIB may, in its
    absolute discretion, determine;
20. acknowledges that neither DKIB, DBAG nor the Company is making any
    recommendations to it or advising it regarding the suitability or merits of
    any transaction it may enter into in connection with the Placing, and
    acknowledges that participation in the Placing is on the basis that it is
    not and will not be a client or customer of DKIB or DBAG or any of their
    respective Affiliates and that neither DKIB nor DBAG or any of their
    respective Affiliates has any duties or responsibilities to it for providing
    the protections afforded to their clients or customers or for providing
    advice in relation to the Placing or in respect of any representations,
    warranties, undertakings or indemnities contained in the Placing Agreement
    or for the exercise or performance of any of DKIB's or DBAG's rights and
    obligations thereunder, including any right to waive or vary any condition
    or exercise any termination right contained therein;

21. undertakes that (i) the person whom it specifies for registration as holder
    of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as
    the case may be, (ii) neither DKIB, DBAG nor the Company will be responsible
    for any liability to stamp duty or stamp duty reserve tax resulting from a
    failure to observe this requirement and (iii) the Placee and any person
    acting on its behalf agrees to acquire the Placing Shares on the basis that
    the Placing Shares will be allotted to the CREST stock account of DKIB which
    will hold them as settlement agent as nominee for the Placees until
    settlement in accordance with its standing settlement instructions with
    payment for the Placing Shares being made simultaneously upon receipt of the
    Placing Shares in the Placee's stock account on a delivery versus payment
    basis;

22. 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;

23. acknowledges that it irrevocably appoints any director of DKIB as its agent
    for the purposes of executing and delivering to the Company and/or its
    registrars any documents on its behalf necessary to enable it to be
    registered as the holder of any of the Placing Shares agreed to be taken up
    by it under the Placing;

24. represents and warrants that it is not a resident of Australia, Canada or
    Japan and acknowledges that the Placing Shares have not been and will not be
    registered nor will a prospectus be cleared in respect of the Placing Shares
    under the securities legislation of 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;

25. acknowledges that the agreement to settle each Placee's acquisition of
    Placing Shares (and/or the acquisition of a person for whom it is
    contracting as agent) free of stamp duty and stamp duty reserve tax depends
    on the settlement relating only to an acquisition by it and/or such person
    direct from the Company of the Placing Shares in question. Such agreement
    assumes that the Placing Shares are not being acquired in connection with
    arrangements to issue depositary receipts or to issue or transfer the
    Placing Shares into a clearance service. If there were any such
    arrangements, or the settlement related to other dealing in the Placing
    Shares, stamp duty or stamp duty reserve tax may be payable, for which
    neither the Company, DKIB nor DBAG will be responsible. If this is the case,
    the Placee should take its own advice and notify DKIB accordingly;

26. acknowledges that the Placing Shares will be issued and/or transferred
    subject to the terms and conditions set out in this document;

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

28. acknowledges that DKIB 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;

29. acknowledges and understands that the Company, DKIB, DBAG and others will
    rely upon the truth and accuracy of the foregoing representations,
    warranties and acknowledgements; and

30. acknowledges that until 40 days after the later of the commencement of the
    Placing and the closing date, an offer or sale of Placing Shares within the
    US by any dealer (whether or not participating in the Placing) may violate
    the registration requirements of the Securities Act if such offer or sale is
    made otherwise than in accordance with Rule 144A or pursuant to another
    exemption from registration under the Securities Act to a person that is a
    QP (as defined below).

Additional Representations and Warranties by US Persons

In addition to the foregoing, each Placee which is a US Person to which the
Placing Shares will be offered in transactions exempt from, or not subject to,
the registration requirements of the Securities Act represents, warrants and
agrees as follows:

31. that (a) it is a qualified institutional buyer within the meaning of Rule
    144A of the Securities Act, (b) it is a 'qualified purchaser' within the
    meaning of Section 2(a)(51) of the United States Investment Company Act of
    1940, as amended ('QP'), and is not (i) a broker or dealer which owns or
    invests less than US$25 million in securities of unaffiliated issuers, (ii)
    a participant-directed employee plan or (iii) formed for the purposes of
    investing in the Placing Shares or the Company, (c) it has duly executed, or
    will duly execute, an investor letter in the form provided to it by DKIB in
    which it will make certain undertakings, representations and warranties in
    addition to those contained herein; and (d) it is subscribing for the
    Placing Shares for its own account, or for the account managed on behalf of
    another QIB that is also a QP, and not with a view to any distribution
    within the meaning of the Securities Act or applicable state law except as
    set forth below;

32. it acknowledges and agrees that no offering circular or prospectus will be
    provided in connection with the Placing Shares and it has, or to the extent
    it is acquiring Placing Shares for the account of another QIB, such other
    QIB (a) has, sufficient knowledge, sophistication and experience in
    financial and business matters so as to be capable of evaluating the merits
    and risks of the purchase of the Placing Shares, (b) is able to bear the
    economic and financial risk (including a complete loss) of such a purchase,
    (c) has had sufficient time to consider and conduct its own investigation
    with respect to the offer and purchase of the Placing Shares, including the
    tax, legal, currency and other economic considerations relevant to such
    investment and (d) will not look to the Company, DKIB, DBAG or any of their
    Affiliates for all or part of any such loss or losses it or they may suffer;

33. it understands and agrees that (a) the Placing Shares are 'restricted
    securities' within the meaning of Rule 144(a)(3) under the Securities Act
    (b) the Undersigned will not offer, sell, transfer, pledge, hypothecate or
    otherwise dispose of any Placing Shares except in an offshore transaction
    outside the United States in accordance with Regulation S under the
    Securities Act (and not in a prearranged transaction resulting in the sale
    of Placing Shares into the United States or to a US Person) in accordance
    with any other applicable laws of the United States and the states of the
    United States governing the offer and sale of such Placing Shares, and in
    each case it will notify any purchaser of the Placing Shares of the resale
    restrictions relating to the Placing Shares, if still applicable, (c)
    understands and agrees that the Placing Shares (to the extent they are in
    certificated form), unless otherwise determined by the Company in accordance
    with applicable law, will bear a legend to that effect in addition to such
    other legends as the Company deems necessary or as are required under
    applicable law and (d) understands that the Company or registrar and
    transfer agent for the Placing Shares will not be required to accept for
    registration of transfer any Placing Shares except upon presentation of
    evidence (including an opinion of legal counsel satisfactory to the Company)
    to the Company and the transfer agent that the foregoing restrictions on
    transfer have been complied with;

34. it understands and agrees that if any beneficial owner of Ordinary Shares in
    the Company is at any time a US person and not a QP, the Company may (i)
    require such beneficial owner to sell its Ordinary Shares to a person who is
    not a US person or who is a QIB and a QP and is qualified to purchase such
    shares in a transaction exempt from registration under the Securities Act or
    (ii) sell such shares on behalf of such beneficial owner at the best price
    reasonably obtainable to a person who is not a US person or who is a QIB and
    a QP and is qualified to purchase such shares in a transaction exempt from
    registration under the Securities Act;

35. without limiting the generality of clause (c) of paragraph 32 above, it
    acknowledges that the Company may be a passive foreign investment company ('
    PFIC') for US federal income tax purposes, and it could be a PFIC in future
    years. The Company has not undertaken an extensive PFIC analysis, however,
    if such analysis reveals no significant differences between tax and book
    values for income and losses, then there is a significant likelihood that
    the Company is a PFIC currently and may be a PFIC in future years. If the
    Company is a PFIC, then US taxable investors may be subject to adverse US
    tax consequences in respect of their investment in the Company's shares. US
    investors may be able to mitigate these adverse US tax consequences by
    making certain elections for US tax purposes;

36. it agrees that no purchaser of the Placing Shares shall deposit the Placing
    Shares into any unrestricted American Depositary Receipt facility
    established or maintained by a depositary bank, unless and until such time
    as such Placing Shares are no longer 'restricted securities' within the
    meaning of Rule 144(a)(3) under the Securities Act; and

37. it acknowledges and agrees that the Company, DKIB, their Affiliates and
    others will rely upon its representations, warranties, agreements and
    acknowledgements set forth herein and in the investor letter, and agrees to
    notify the Company and DKIB promptly in writing if any of its
    representations, warranties or acknowledgements ceases to be accurate and
    complete.

The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company, DKIB, DBAG (for their own
benefit and, where relevant, the benefit of their respective Affiliates,
directors and employees) and are irrevocable.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that
the Placing Shares are issued or transferred (as the case may be) into CREST to,
or to the nominee of, a Placee who holds those shares beneficially (and not as
agent or nominee for any other person) within the CREST system and registered in
the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent or
nominee of a person to whom a depositary receipt may be issued or who will hold
the Placing Shares in a clearance service, or any arrangements subsequently to
transfer the Placing Shares, may give rise to UK stamp duty and/or stamp duty
reserve tax, for which neither the Company nor DKIB nor DBAG will be responsible
and the Placee to whom (or on behalf of whom, or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company, DKIB and DBAG in the event that any of the Company and/or
DKIB and/or DBAG has incurred any such liability to UK stamp duty or stamp duty
reserve tax.

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 for any Placing Shares or the agreement by them to acquire
any Placing Shares.

This document has been issued by the Company and is the sole responsibility of
the Company.

Dresdner Kleinwort Limited and Dresdner Kleinwort Securities Limited, which are
authorised and regulated by the Financial Services Authority, and Dresdner Bank
AG, London Branch, which is authorised by BAFin and by the Financial Services
Authority and which is regulated by the Financial Services Authority for the
conduct of designated investment business in the United Kingdom, are acting
exclusively for the Company and for no one else in connection with the Placing
and will not be responsible to anyone other than the Company for providing the
protections afforded to customers of Dresdner Kleinwort Limited, Dresdner
Kleinwort Securities Limited and Dresdner Bank AG, London Branch, or for
affording advice in relation to the Placing, or any other matters referred to
herein.

All times and dates in this document may be subject to amendment. DKIB shall
notify the Placees and any person acting on behalf of the Placees of any
changes.

This document has been prepared solely to provide information about the Placing
and it does not constitute, or form part of, any offer or invitation to
purchase, underwrite or otherwise acquire Placing Shares being offered, or the
solicitation of any such offer. Without limiting the foregoing statement, this
document does not constitute an offer of securities for sale in the United
States nor the solicitation of an offer to buy any such securities, nor may
securities be offered or sold in the United States absent registration or an
exemption from registration as provided in the Securities Act and the rules and
regulations thereunder. The Company does not intend to register the Placing
Shares under the Securities Act.







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