STRICTLY PRIVATE AND CONFIDENTIAL

Information Memorandum

This information memorandum (the Memorandum) is being issued by BROKER on behalf of SELLER (Seller, which expression in this Memorandum includes the Seller group) to a limited number of parties in connection with the disposal by Seller of its interests in COMPANY (Company).

By accepting this Memorandum the recipient agrees to keep confidential at all times information contained in it or made available in connection with this or any further investigation. This Memorandum is for the exclusive use of the persons to whom it is addressed and their advisers and shall not be copied, reproduced or distributed (in whole or in part) or disclosed by recipients to any other person nor should any other person act on it. The recipient has further agreed, on request, to return all documents and other material (including this Memorandum) received from Seller, Company or their advisers relating to the transaction referred to in this Memorandum. The recipient also undertakes that it will not, in connection with its consideration of the possible purchase of Company, approach or enter into discussions with any officer or employee of Seller or Company. All approaches by or on behalf of the prospective purchasers should be directed through Broker.

The purpose of this Memorandum is to assist the recipient in deciding whether it wishes to proceed with a further investigation of Company and in determining the level of any [indicative] offer for Company but it is not intended to form the basis of any investment activity or any decision to purchase Company. This Memorandum does not constitute an offer or invitation for the sale or purchase of securities or any of the businesses or assets described in it.

The information in this Memorandum which does not purport to be comprehensive has been provided by Seller, and certain other Seller subsidiaries and has not been independently verified. While this information has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no responsibility or liability is or will be accepted by Seller, the Company or by Broker or by any of their respective officers, employees or agents as to or in relation to the accuracy or completeness of this Memorandum or any other written or oral information made available to any interested party or its advisers and any such liability is expressly disclaimed. In particular, but without prejudice to the generality of the foregoing, no representation or warranty is given as to the achievement or reasonableness of any future projections, management estimates, prospects or returns contained in this Memorandum or in such other written or oral information.

........................................