09:39     STANCHART<02888> - Announcement & Resumption of Trading (16)        

    Shares allocated to it in accordance with this announcement               
    (including this Appendix) and the conditional advice note on              
    the due time and date set out therein, failing which the relevant         
    Placing Shares may be placed with other subscribers or sold at            
    such price as the Managers may determine and without liability            
    to such Placee;                                                           
                                                                              
    25.     acknowledges that participation in the Placing is on the basis    
    that it is not and will not be a client of either of the Managers         
    and that neither of the Managers has duties or responsibilities           
    to it for providing the protections afforded to their clients             
    or for providing advice in relation to the Placing nor in respect         
    of any representations, warranties, undertakings or indemnities           
    contained in the Placing Agreement nor for the exercise or                
    performance of any of such Manager's rights and obligations               
    thereunder including any rights to waive or vary any conditions;          
                                                                              
    26.     undertakes that the person whom it specifies for registration     
    as holder of the Placing Shares will be (i) itself or (ii) its            
    nominee, as the case may be. Neither of the Managers 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. Each Placee and any person acting on behalf of such          
    Placee agrees to participate in the Placing and it agrees to              
    indemnify the Company and each of the Managers in respect of              
    the same on the basis that the Placing Shares will be allotted            
    to the CREST stock account of Apollo Nominees Limited as nominee          
    for the Placees who will hold them as nominee on behalf of such           
    Placee until settlement in accordance with its standing                   
    settlement instructions;                                                  
                                                                              
    27.     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 Placee on whose behalf it is acting)       
    to the "exclusive" jurisdiction of the English courts as regards          
    any claim, dispute or matter arising out of any such contract,            
    except that enforcement proceedings in respect of the obligation          
    to make payment for the Placing Shares (together with any                 
    interest chargeable thereon) may be taken by the Company or               
    either of the Managers in any jurisdiction in which the relevant          
    Placee is incorporated or in which any of its securities have             
    a quotation on a recognised stock exchange;                               
                                                                              
    28.     acknowledges that each of the Managers may (at their absolute     
    discretion) satisfy their obligations to procure Placees by               
    themselves 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; and                                           
                                                                              
    29.     agrees that the Company, the Managers and others will rely        
    upon the truth and accuracy of the foregoing representations,             
    warranties, acknowledgements and undertakings.                            
                                                                              
    No UK stamp duty or stamp duty reserve tax should be payable              
    to the extent that the Placing Shares are issued 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