09:37     STANCHART<02888> - Announcement & Resumption of Trading (12)        

    necessary if delivery or settlement is not practicable within             
    the CREST system within the timetable set out in this                     
    announcement and Appendix.                                                
                                                                              
    Each Placee allocated Placing Shares in the Placing will be sent          
    a conditional advice note stating the number of Placing Shares            
    allocated to it, the Placing Price and the aggregate amount owed          
    by such Placee to the relevant Manager. In agreeing to subscribe          
    for the allocation of Placing Shares set out in the conditional           
    advice note, such Placee agrees that it will do all things                
    necessary to ensure that delivery and payment is completed in             
    accordance with either the standing CREST instructions or the             
    certificated settlement instructions which it has in place with           
    Cazenove or UBS, as the case may be.                                      
                                                                              
    If Placing Shares are to be delivered to a custodian or settlement        
    agent, Placees should ensure that the conditional advice note             
    is copied and delivered immediately to the relevant person within         
    that organisation.                                                        
                                                                              
    Settlement through CREST will be on a T+3 basis unless otherwise          
    notified by the relevant Manager.                                         
                                                                              
    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 5 percentage points above prevailing             
    LIBOR as determined by the Managers.                                      
                                                                              
    Each Placee is deemed to agree that if it does not comply with            
    these obligations, the relevant Manager may sell any or all of            
    the Placing Shares allocated to it on such Placee's behalf and            
    retain from the proceeds, for such Manager's own account and              
    benefit, an amount equal to the aggregate amount owed by the              
    Placee plus any interest due. The relevant Placee will, however,          
    remain liable for any shortfall below the aggregate amount owed           
    it and may be required to bear any stamp duty or stamp duty reserve       
    tax (together with any interest or penalties) which may arise             
    upon the sale of such Placing Shares on such Placee's behalf.             
                                                                              
    Representations and Warranties                                            
                                                                              
    By participating in the Placing each prospective Placee (and              
    any person acting on such Placee's behalf) unless otherwise               
    agreed by the Managers and the Company:                                   
                                                                              
    1.      represents and warrants that it has read this announcement        
    (including this Appendix) in its entirety;                                
                                                                              
    2.      acknowledges that no offering document or prospectus has been     
    prepared in connection with the placing of the Placing Shares;            
                                                                              
    3.      acknowledges that the content of this announcement is             
    exclusively the responsibility of the Company and that neither            
    of the Managers nor any person acting on their behalf has or              
    shall have any liability for any information or representation            
    relating to the Company. Each Placee further represents,                  
    warrants and agrees that, except as otherwise provided in                 
    paragraph 8 below, the only information on which it is entitled           
    to rely and on which such Placee has relied in committing itself          
    to acquire the Placing Shares is contained in this announcement,          
    such information being all that it deems necessary to make an             
    investment decision in respect of the Placing Shares;                     
                                                                              
    4.      represents and warrants that it has neither received nor          
    relied on any other information, representation, warranty or              
    statement made by either of the Managers or the Company and               
    neither of the Managers or the Company will be liable for any             
    Placee's decision to accept this