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Vallares PLC Prospectus

Vallares PLC Prospectus

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 ("FSMA"). This document comprises a prospectus relating to Vallares PLC (the "Company") prepared in accordance with the Prospectus Rules of the Financial Services Authority (the "FSA") made under section 73A of FSMA and approved by the FSA under section 87A of FSMA. This document has been filed with the FSA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. Applications will be made to the UK Listing Authority for all of the ordinary shares in the Company (issued and to be issued in connection with the Placing) (the "Ordinary Shares") to be admitted to the Official List of the UK Listing Authority (the "Official List") (by way of a standard listing under Chapter 14 of the listing rules published by the UK Listing Authority under section 73A of FSMA as amended from time to time (the "Listing Rules")) and to London Stock Exchange plc (the "London Stock Exchange") for such Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (together, "Admission"). It is expected that Admission will become effective, and that unconditional dealings in the Ordinary Shares will commence, at 8.00 a.m. on 22 June 2011. THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ BY PROSPECTIVE INVESTORS. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE ORDINARY SHARES, AS SET OUT IN THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 10 OF THIS DOCUMENT. Prospective investors should be aware that an investment in the Company involves a significant degree of risk and that, if certain of the risks (whether or not described in this document) occur, investors may find their investment is materially adversely affected. Accordingly, an investment in the Ordinary Shares is only suitable for investors who are particularly knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment.

(Incorporated in Jersey registration no. 107897) Placing of 132,840,000 Ordinary Shares1 of £0.10 each at a placing price of £10.00 per Ordinary Share and admission to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's main market for listed securities Adviser Vallares Advisers LP Sub-Adviser Vallar LLP Global Co-ordinator Credit Suisse Joint Bookrunners Credit Suisse J.P. Morgan Cazenove Co Lead Manager Evolution Securities

In connection with the Placing, the Company has granted Credit Suisse, as stabilising manager (the "Stabilising Manager"), an option (the "Repurchase Option") which is exercisable in whole or in part, upon notice by the Stabilising Manager, from the commencement of conditional dealings in the New Ordinary Shares and for 30 days thereafter. Pursuant to the Repurchase Option, the Stabilising Manager may require the Company to purchase up to 10,000,000 Ordinary Shares held by the Stabilising Manager as a result of stabilisation transactions at the Placing Price. The Company will cancel any Ordinary Shares it acquires pursuant to the Repurchase Option. This Prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This Prospectus is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The Ordinary Shares to which this Prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Ordinary Shares offered should conduct their own due diligence on the Ordinary Shares. If you do not understand the contents of this Prospectus you should consult an authorised financial adviser. Credit Suisse Securities (Europe) Limited has been appointed as Global Co-ordinator and Joint Bookrunner. J.P. Morgan Securities Ltd. (which conducts its UK investment banking activities as J.P. Morgan Cazenove) has been appointed as Joint Bookrunner. Evolution Securities Ltd has been appointed as a Co Lead Manager. Each of Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd. and Evolution Securities Ltd (each a "Placing Agent" and, collectively, the "Placing Agents") is authorised and regulated in the United Kingdom by the FSA, and is acting exclusively for the Company and no one else in connection with the Placing and Admission. The Placing Agents will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing or Admission, and shall not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Placing and Admission or any transaction, arrangement or other matter referred to in this document. 1 Subject to a repurchase option (the "Repurchase Option") in respect of up to 10,000,000 Ordinary Shares, as more fully described under the heading "Important Information ­ Stabilisation and Repurchase Option" on page 37 of this document.

Vallares PLC

This document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer or invitation to buy or subscribe for, Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company and/or the Placing Agents. The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly, within, into or in the United States or to or for the account or benefit of US persons (as defined in Regulation S under the Securities Act), Australia, Canada or Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. The Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly, within, into or in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. There will be no public offer in the United States. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act") in reliance on the exemption provided by Section 3(c)(7) thereof, and investors will not be entitled to the benefits of that Act. The Ordinary Shares are being offered outside the United States to persons that are non-US persons in offshore transactions within the meaning of and in accordance with the safe harbour from the registration requirements provided by Regulation S under the Securities Act. The New Ordinary Shares are being offered within the United States or to US persons in transactions exempt from the registration requirements of the Securities Act for transactions not involving a public offering and only to persons who are both qualified institutional buyers, as defined in Rule 144A of the Securities Act ("Qualified Institutional Buyers"), and qualified purchasers, as defined in section 2(a)(51) of the US Investment Company Act ("Qualified Purchasers"). For additional transfer restrictions, see "Part IX ­ Notices to Investors" of this document. Prospective investors are hereby notified that sellers of the Ordinary Shares are relying on an exemption from the provisions of Section 5 of the Securities Act. Investors may be required to bear the financial risk of an investment in the Ordinary Shares for an indefinite period. Further, no purchase, sale or transfer of Ordinary Shares may be made unless such purchase, sale or transfer will not result in the Company being required to register as an investment company under the US Investment Company Act or potentially being in violation of such Act or the rules and regulations promulgated thereunder. For further details, see "Part IV ­ The Placing" and "Part IX ­ Notices to Investors" of this document. The Ordinary Shares may only be purchased, sold or transferred in the circumstances described in "Part IX ­ Notices to Investors". Prospective investors are also notified that the Company may be classified as a passive foreign investment company for United States federal income tax purposes. If the Company is so classified, the Company may, but it is not obligated to, provide to US holders of Ordinary Shares the information that would be necessary in order for such persons to make a qualified electing fund election with respect to the Ordinary Shares for any year in which the Company is a passive foreign investment company. For further discussion of the Company's possible classification as a passive foreign investment company, see "Part VII ­ Taxation ­ US federal income taxation ­ Passive foreign investment company ("PFIC") considerations". In addition, prospective investors should note that the Ordinary Shares may not be acquired by investors using assets of (i) any employee benefit plan subject to Title I of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (ii) a plan, individual retirement account or other arrangement that is subject to section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), (iii) entities whose underlying assets are considered to include "plan assets" of any plan, account or arrangement described in preceding clause (i) or (ii), or (iv) any governmental plan, church plan, non-US plan or other investor whose purchase or holding of Ordinary Shares would be subject to any state, local, non-US or other laws or regulations similar to Title I of ERISA or section 4975 of the US Tax Code or that would have the effect of the regulations issued by the US Department of Labor set forth at 29 CFR section 2510.3-101, as modified by section 3(42) of ERISA. For further details see "Certain ERISA Considerations" in Part IX of this document. The distribution of this document in or into other jurisdictions may be restricted by law and therefore persons into whose possession this document 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 any such jurisdiction. The Ordinary Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon or endorsed the merit of the offer of the Ordinary Shares or the accuracy or the adequacy of this document. Any representation to the contrary is a criminal offence in the United States. A copy of this document has been delivered to the registrar of companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the registrar has given, and has not withdrawn, consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Ordinary Shares. The Jersey Financial Services Commission is protected by the Control of Borrowing (Jersey) Law 1947 from any liability arising from the discharge of its functions under that law. It must be distinctly understood that, in giving these consents, neither the registrar of companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. The Directors and the Company declare that, having taken all reasonable care to ensure that such is the case, the information contained in this document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. The Directors and the Company accordingly accept responsibility for the information contained in this document. (i) 1.1 (i) 1.2 (iii) 1.1 (iii) 1.2

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CONTENTS

SUMMARY RISK FACTORS CONSEQUENCES OF A STANDARD LISTING IMPORTANT INFORMATION EXPECTED TIMETABLE OF PRINCIPAL EVENTS PLACING STATISTICS DIRECTORS, AGENTS AND ADVISERS PART I PART II PART III PART IV PART V PART VI PART VII PART VIII PART IX PART X INVESTMENT OPPORTUNITY AND STRATEGY THE FOUNDERS, THE ADVISER AND THE SUB-ADVISER THE COMPANY, ITS BOARD AND THE ACQUISITION STRUCTURE THE PLACING SHARE CAPITAL, LIQUIDITY AND CAPITAL RESOURCES AND ACCOUNTING POLICIES FINANCIAL INFORMATION ON THE COMPANY TAXATION ADDITIONAL INFORMATION NOTICES TO INVESTORS DEFINITIONS US INVESTOR'S LETTER OFFSHORE TRANSACTION NOTICE SUBSTITUTE IRS FORM W-9 Page 4 10 32 33 39 39 40 42 47 59 67 74 77 81 92 121 132 140 145 147

APPENDIX 1

ANNEX A TO APPENDIX 1 ANNEX B TO APPENDIX 1

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SUMMARY

THIS SUMMARY SHOULD BE READ AS AN INTRODUCTION TO THIS DOCUMENT. ANY DECISION TO INVEST IN THE ORDINARY SHARES SHOULD BE BASED ON CONSIDERATION OF THIS DOCUMENT AS A WHOLE. Civil liability attaches to those persons responsible for this summary, including any translation of this summary, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this document. Where a claim relating to the information contained in this document is brought before a court, the plaintiff might, under the national legislation of the EEA States, have to bear the costs of translating this document before legal proceedings are initiated. Introduction The Company is a newly established company formed for the purpose of acquiring or establishing a major company, business or asset that has significant operations in the resources sector. The Company may achieve this objective through the acquisition of interests in one or more complementary companies, businesses or assets. Within the resources sector, the Company intends to adopt an oil & gas industry focus, but will remain open to other industries should an appropriate investment opportunity present itself. The Company intends to raise gross proceeds of £1,328,400,000 through the Placing (subject to the effect of any exercise of the Repurchase Option). The Board is responsible for the Company's business strategy and its overall supervision, including the approval of the Acquisition. The Company intends to utilise the expertise of the Founders, being Messrs. Rothschild, Hayward, Daniel and Metherell, to identify and assess acquisition opportunities, structure and execute the Acquisition and enhance the value of any target's business. Business strategy and execution The Company intends to acquire or establish, whether through a single transaction or a series of related or connected transactions, a major company, business or asset that has significant operations in the resources sector with an aggregate Enterprise Value of between £3 billion and £8 billion, although an opportunity with a smaller or larger Enterprise Value may be considered. The Company aims to achieve its objective through the identification and acquisition of interests in companies, businesses or assets where the existing owners are attracted to the Vallares proposition, namely the opportunity to hold an ownership interest in a London listed company, with cash, access to capital and the "know-how" to unlock the value of their acquired resource assets. The Company intends to focus on acquiring operating businesses or assets where value is trapped by virtue of a capital or expertise deficit. The Directors believe such trapped value may often occur in family controlled businesses or companies with complex or diverse ownership structures, as well as bank-controlled assets. The Company can provide liquidity to owners, as well as management expertise to make any necessary management changes within the target which could potentially unlock further value. In terms of geography, the Company intends to focus primarily on emerging and under-developed geographic regions where the Founders collectively have prior knowledge and experience. These include Russia, the CIS region, the Middle East, Africa, Asia and Latin America. However the Company will not exclude other geographic regions where an opportunity presents an appropriate investment proposition. Following completion of the Acquisition, the Company intends to implement a strategy designed to maximise value by optimising the capital structure of the acquired business(es), implementing disciplined operational improvements and strengthening management, including through the services of Messrs. Hayward and Metherell who may assume executive roles. The Company may also undertake targeted investments within the operations of the acquired business(es) and pursue strategic "bolt-on" acquisitions to increase the scale of the Company's operating business.

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The Founders As noted, the Founders are critical to the investment proposition. The Founders are: · · · · Nathaniel Rothschild; Tony Hayward; Tom Daniel; and Julian Metherell.

CESR 138 (i) 14.1

The Founders collectively have an extensive and complementary network of relationships from which to identify and generate acquisition opportunities within the resources sector. The Directors believe the combined experience of the Founders in advising, investing in and operating businesses across the target sector, and their proven track record of delivering attractive investment returns and senior managerial and operational expertise within the sector, will contribute to the success of the Company's business strategy. Adviser and Sub-Adviser The Company has appointed the Adviser to provide certain services, and the Adviser has, in turn, appointed the Sub-Adviser to assist in the provision of services to the Company. The Adviser has agreed to seek and take account of the advice of the Sub-Adviser in providing advice to the Company. Mr. Rothschild will provide his advice through the Adviser and Messrs. Hayward, Daniel and Metherell will provide their advice through the Sub-Adviser. Founders' Commitment The Founders (directly or indirectly) have committed £100 million of capital to the Company and the Subsidiary. The Founders will make available to the Company their expertise, experience and contacts to research and source potential acquisitions for the Company and to advise and assist the Board in seeking to deliver shareholder value through (among other matters) structuring the Acquisition and identifying operational improvements and efficiencies in any acquired company, business or asset. Each of Messrs. Hayward and Metherell has given an undertaking to the Sub-Adviser, which is directly enforceable by the Company, that the activities of the Sub-Adviser will be his principal business activity and (subject to certain exceptions which may be significant) he will not compete with the Company, in each case for a period of at least 12 months following completion of the Acquisition. Each of Messrs. Rothschild and Daniel has given an undertaking to the Adviser and Sub-Adviser, respectively, which is directly enforceable by the Company, that he will devote all necessary time to assist the Company to research, source, structure and complete the Acquisition and (subject to certain exceptions which may be significant) he will not compete with the Company, in each case for a period of at least 12 months following completion of the Acquisition. Founder Incentives The Founders hold (directly or indirectly) Founder Shares and Founder Securities to incentivise them to achieve the Company's objectives. The Founder Shares reward the Founders for their initial capital commitment to the Company and for completion of the Acquisition, through exchange of the Founder Shares for Ordinary Shares on favourable terms following the Acquisition. The Founder Securities encourage the Founders to grow the Company following the Acquisition and to maximise value for holders of Ordinary Shares by entitling the Founders to a share of the upside in the Company's value once the Performance Condition has been satisfied. The Performance Condition will be satisfied either when the price per Ordinary Share reaches certain specified levels or in the event of a Change of Control of the Company.

(i) 6.5

(iii) 3.3

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The number of Ordinary Shares that the Company would issue in exchange for the Founder Shares and Founder Securities will depend on a variety of factors. In summary, following the Acquisition: · · the Founder Shares may be exchanged for Ordinary Shares equal to 6.67 per cent. of the issued Ordinary Share capital of the Company at the time of exchange on a fully diluted basis; and subject to the Performance Condition having been satisfied, the Founder Securities may be exchanged for Ordinary Shares with a market value equal to 15 per cent. of the difference between a deemed market capitalisation of the Company at the completion of the Placing (taking into account any adjustment upon exercise of the Repurchase Option and certain subsequent corporate actions) and at the exchange date.

In each case, the Company has the option to settle the exchange rights in cash. Failure to make the Acquisition If the Acquisition is not completed before the second anniversary of Admission, then (unless the Acquisition has been previously announced but completes after the second anniversary of Admission or the Company is in active negotiations relating to the Acquisition which is announced shortly after the second anniversary of Admission and subsequently completes) the Board will recommend to Shareholders either that the Company be wound up by Special Resolution (in order to return to Shareholders the Priority Return Sum and any other remaining distributable assets) or that the Company continue to pursue the Acquisition for a further year. The Board's recommendation will then be put to a Shareholder vote. In the event that the Company is wound up prior to the Acquisition, any return of capital on the Founder Shares and Founder Securities will be subordinated to payment of the Priority Return Sum to Shareholders. Shareholder approval No Shareholder approval will be sought to make the Acquisition. The Acquisition will be subject to Board approval, including a majority of the Independent Non-Executive Directors. Lock-up arrangements The Founders have agreed to lock-ups in respect of any Ordinary Shares which they hold directly or indirectly in the Company on Admission (or which they acquire on exercise of the exchange rights attaching to the Founder Shares or the Founder Securities) or any Founder Shares or Founder Securities they hold, directly or indirectly, for a period of 365 days after completion of the Acquisition. The lockups are subject to exceptions for, among others, transfers to Vallares Capital, limited partners of Vallares Capital, any of the Founders, any person who becomes an Active Partner or an Active Member, a family member or family trust of any such persons or upon the enforcement of security over such shares described in this document. The Board The Company has assembled the following Board of Directors, all of whom are non-executive: · · · · · · · · Rodney Chase (Independent Chairman) Jim Leng (Senior Independent Non-Executive Director) Sir Graham Hearne, CBE (Independent Non-Executive Director) Ian Domaille Nathaniel Rothschild Tony Hayward Robert Sinclair George Rose (Independent Non-Executive Director)

(iii) 7.3

(i) 14.1

The Company intends to appoint an additional Independent Non-Executive Director so that the Board comprises a majority of Independent Non-Executive Directors.

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The Directors of the Company are also the directors of the Subsidiary. Description of the Placing The Company intends to raise gross proceeds of £1,328,400,000 through the Placing (subject to the effect of any exercise of the Repurchase Option). The Placing Agents have severally agreed, subject to certain conditions, to use reasonable endeavours to procure Investors to subscribe for the New Ordinary Shares to be issued by the Company under the Placing at the Placing Price. The Placing will not be underwritten. The Founders (directly or indirectly) have undertaken to subscribe for 7,999,998 Ordinary Shares at the Placing Price. The Company has granted Credit Suisse, acting as Stabilising Manager, an option (the "Repurchase Option"), exercisable for a period until 15 July 2011. Application will be made for the Ordinary Shares to be admitted to the standard listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that unconditional dealings will commence at 8.00 a.m. on 22 June 2011. Prior to that, conditional dealings are expected to commence on the London Stock Exchange on 17 June 2011. The Company The Company is a Jersey limited company formed on 1 April 2011. To date, the Company's activities have been limited to organisational matters and matters related to the Placing. Risk factors Investment in the Company involves risks, including risks relating to: Business strategy · The Company has no revenues or operating history. · · · · · · · · · · · · Suitable acquisition opportunities may not be identified or completed. Reliance on the Adviser's and Sub-Adviser's ability to source business transactions. Dependence on the Adviser's and Sub-Adviser's operational strategies. Competition for acquisition opportunities. Inability to deploy the Net Proceeds immediately. Effect of general economic conditions on a potential target. Acquisition due diligence may be insufficient. Failure to obtain additional financing to complete the Acquisition or fund a target's operations. The Company may not acquire voting control of a target. Inability to hire or retain personnel to support the Company post-Acquisition. Post-Acquisition, the Company will depend on income received from the acquired business(es). Restrictions in offering Ordinary Shares as consideration for the Acquisition or requirements to provide alternative consideration. In addition, the use of Ordinary Shares as consideration could result in significant dilution. There will be no public offering in the US and the protections under Rule 419 of the Securities Act will not apply.

·

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Resources sector ­ post-Acquisition · Changes in global supply and demand due to an economic downturn. · · · · · · · · · · · · · · · · · Political, legal and commercial instability or disputes in the territories in which the resources sector operates. Commodity price fluctuations. Currency exchange rate fluctuations. Inflation and other cost increases. Safety, health and environmental exposures and related regulations. Regulation affecting greenhouse gas emissions. Inaccurate estimates of a target's reserves compared to actual recoveries. Failure to discover new reserves or enhance extraction from existing reserves. Inability to maintain necessary drilling and mining authorisations. Delays or suspensions in drilling and mining operations due to use of independent contractors. Vulnerability of drilling and mining operations to natural disasters, operating difficulties and loss of physical assets. Labour disruptions. Inadequate access to necessary infrastructure services, including transportation and utilities. Shortages and long delivery lead times for key inputs. Poor relationships with local communities, government and non-government organisations. Uncertainty in outcome of exploration, development and production activities. Risks and hazards inherent in offshore exploration, development and production activities.

Relationship between the Company, the Adviser, the Sub-Adviser and the Founders · The Company is highly dependent on the Adviser and Sub-Adviser to whom it may lack continued access. · · · · Limitation of liability of the Adviser and Sub-Adviser may lead to the Company incurring significant losses. The Company depends on key personnel of the Adviser and Sub-Adviser. Indemnification of the Adviser and Sub-Adviser may lead them to assume greater risks when assessing potential acquisitions. The advisory and sub-advisory arrangements were negotiated while the parties were affiliates and may contain terms that are less favourable to the Company than those negotiated among unrelated parties. The Founders may in the future undertake other activities. The Founders, Adviser and Sub-Adviser may enter into related party transactions with the Company. The levels of investment income and return included in the track record of Mr. Rothschild may not be indicative of the performance of an investment in the Company. Holders of the Founder Shares and the Founder Securities may have interests that conflict with the interests of the Company and Shareholders.

(i) 14.2 (iii) 3.3 (i) 14.2 (iii) 3.3

· · · ·

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Founder Incentives · Potential requirement to issue additional Ordinary Shares (or pay cash) pursuant to the terms of the Founder Shares and the Founder Securities. Taxation · Changes in tax law. · · · Failure to maintain the Company's and the Subsidiary's status as tax resident solely in Jersey. Taxation of returns from assets located outside Jersey. The Company may be a "passive foreign investment company" for US federal income tax purposes and adverse tax consequences could apply to US investors.

The Ordinary Shares · Standard Listing affords less regulatory protection than a Premium Listing. · · · · · · · · · The proposed Standard Listing will not afford Shareholders the opportunity to vote to approve the Acquisition. The Company may be unable to transition to a Premium Listing post-Acquisition. The UK Listing Authority could suspend or cancel the listing of the Ordinary Shares in connection with the Acquisition. If the Acquisition is financed with additional equity, existing Shareholders will be diluted. Ordinary Shares may not be suitable for short-term investment. Dividends are not guaranteed. Certain ERISA, US Tax Code and other considerations may limit a prospective Investor's ability to invest in Ordinary Shares. Transfer restrictions for Shareholders in the US. Limitations on Shareholders' actions or enforcement of judgments against the Company, the Directors, the Adviser or the Sub-Adviser.

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RISK FACTORS

Investment in the Company and the Ordinary Shares carries a significant degree of risk, including risks in relation to the Company's business strategy, risks relating to the Company's relationship with the Adviser and potential conflicts of interest, risks relating to taxation and risks relating to the Ordinary Shares. The risks referred to below are the principal risks relating to the Company. However, there may be additional risks that the Company and the Directors do not currently consider to be material or of which the Company and the Directors are not currently aware that may adversely affect the Company's business, financial condition or results of operating. Prospective Investors should review this document carefully and in its entirety and consult with their professional advisers before acquiring any Ordinary Shares. If any of the risks referred to in this document were to occur, the results of operations, financial condition and prospects of the Company could be materially adversely affected. If that were to be the case, the trading price of the Ordinary Shares, the target rate of return, and/or the level of dividends or distributions (if any) received from the Ordinary Shares could decline significantly. Further, Investors could lose all or part of their investment. RISKS RELATING TO THE COMPANY'S BUSINESS STRATEGY The Company is a newly formed entity with no operating history and no revenues, and there is no basis on which to evaluate the Company's ability to achieve its objective of acquiring a business or company The Company is a newly formed entity with no operating results and it will not commence operations prior to obtaining the Net Proceeds from the Placing. Because the Company lacks an operating history, there is no basis on which to evaluate the Company's ability to achieve its objective of identifying, acquiring and operating a business or company. Currently, there are no plans, arrangements or understandings with any prospective target business or company regarding such an acquisition. The Company will not generate any revenues from operations until after completion of the Acquisition. There is no assurance that the Adviser (taking into account the advice of the Sub-Adviser) will identify suitable acquisition opportunities or that the Company will be successful in completing an acquisition The Company's business strategy is dependent on the ability of the Adviser (taking into account the advice of the Sub-Adviser) to identify sufficient suitable acquisition opportunities. The Company cannot assure Investors that it will be able to identify suitable acquisition opportunities or that the Company will make an acquisition that will generate positive returns for Shareholders. If the Adviser (taking into account the advice of the Sub-Adviser) does not identify a suitable acquisition target, the Company may not be able to utilise the Net Proceeds to maximise potential returns. If the Adviser (taking into account the advice of the Sub-Adviser) does identify a suitable target company, business or asset, there can be no guarantee that the Company will be able to acquire it at a price that is consistent with its objectives or at all. In addition, if the Company fails to complete an acquisition which it has been pursuing (for example, because it has been outbid) it may be left with substantial unrecovered transaction costs, potentially including substantial break fees. See also "The Company may not be able to deploy the Net Proceeds for a substantial period of time, which could result in significantly lower returns on the Net Proceeds than if the Acquisition were completed immediately following the Placing". Because the Company, the Adviser and the Sub-Adviser have not yet selected any target for the Acquisition, the Company is unable to currently ascertain the merits or risks of a target business' operations and Investors will be relying on the ability of the Adviser (taking into account the advice of the Sub-Adviser) to source acquisition opportunities Because the Company, the Adviser and the Sub-Adviser have not yet identified any prospective targets for the Acquisition, Investors currently have no basis on which to evaluate the possible merits or risks of a target business' operations. Although the Company and the Adviser (taking into account the advice of the Sub-Adviser) will evaluate the risks inherent in a particular target, they cannot offer any assurance that a proper discovery or assessment of all of the significant risk factors can be made. Furthermore, no assurance can be made that an investment in Ordinary Shares will ultimately prove to be more favourable to investors than a direct investment, if such opportunity were available, in a target business. Investors will be relying on the ability of the Company and the Adviser (taking into account the advice

(i) 4 (iii) 2 PR 2.2.10(3)

CESR 137

10

of the Sub-Adviser) to source acquisition opportunities, evaluate their merits, conduct or monitor diligence and conduct negotiations. The Company's business strategy depends on the effectiveness of the operating strategies devised by the Adviser (taking into account the advice of the Sub-Adviser) and there is no assurance that these strategies will be successfully implemented or, if implemented, that they will be effective in increasing the valuation of any business acquired There can be no assurance that the Company or the Adviser (taking into account the advice of the Sub-Adviser) will be able to propose and implement effective operational improvements for any company or business which the Company acquires or to effectively implement the other features of its post-Acquisition value creation strategy as described in this Prospectus. In addition, even if the Company completes the Acquisition, general economic and market conditions or other factors outside the Company's control could make the Company's operating strategies difficult to implement. Any failure to implement these strategies successfully and/or the failure of these strategies to deliver the anticipated benefits could have a material adverse effect on the Company's results of operations and financial condition. As a result the Company may be unable to achieve attractive returns for its Shareholders. Although the Company believes that the current economic environment has created a number of acquisition opportunities, there may be competition for certain of these opportunities There may be competition from others interested in some or all of the acquisition opportunities that the Company may explore. Such competition may for example come from strategic buyers, oil majors, national oil companies, sovereign wealth funds, existing controlling shareholders in potential acquisition targets and public and private investment funds. Although the Company believes that it is well placed to compete for opportunities, the Company cannot assure Investors that it will be successful against such competition. The Company may not be able to deploy the Net Proceeds for a substantial period of time, which could result in significantly lower returns on the Net Proceeds than if the Acquisition were completed immediately following the Placing The Company cannot estimate or guarantee how long it will take to use the Net Proceeds to complete the Acquisition. The Adviser (taking into account the advice of the Sub-Adviser) will not recommend any particular acquisition to the Company, and the Directors will not take any decision to carry out any possible transaction, prior to the Placing. Following the Placing, suitable acquisition opportunities may not be immediately available and, even if such opportunities were available, the Company intends to conduct appropriate due diligence in relation to such opportunities prior to completion of the Acquisition. Prior to the completion of the Acquisition, the Company and the Subsidiary will invest or deposit the Net Proceeds in sterling denominated money market instruments, government securities, commercial paper, asset backed commercial paper, corporate bonds and/or deposits with commercial banks. None of such instruments or commercial banks will be less than AA­ rated at the time of investment or deposit by the Company or the Subsidiary. Interest on the Net Proceeds so deposited or invested may be significantly lower than the potential returns from an investment in an Acquisition. The Net Proceeds will be so managed, invested and/or deposited by the Company or the Subsidiary, and will not be placed in any form of trust or escrow arrangement. The Company will principally seek to preserve capital and therefore the yield on the instruments in which it invests is likely to reflect the highly rated, investment grade status of the instrument. If the Acquisition is not completed before the second anniversary of Admission, then (unless the Acquisition has been previously announced but completes after the second anniversary of Admission or the Company is in active negotiations relating to the Acquisition which is announced shortly after the second anniversary of Admission and subsequently completes) the Board will recommend to Shareholders either that the Company be wound up by Special Resolution (in order to return to Shareholders the Priority Return Sum and any other remaining distributable assets) or that the Company continue to pursue the Acquisition for a further year. In such circumstances, no representation can be made as to the particular amount or value of the remaining assets at such future time of any such distribution.

CESR 138

11

Unfavourable general economic conditions may have a negative impact on the results of operations, financial condition and prospects of a potential target business The global financial markets have experienced extreme volatility and disruptions, which became more pronounced in the second half of 2008 and continued throughout 2009. Many Organisation for Economic Co-operation and Development (OECD) countries have continued to experience recession or negligible growth rates, which have had, and may continue to have, an adverse effect on consumer and business confidence. The resulting low consumer and business confidence has led to low levels of demand for many products across a wide variety of industries, including those industries for which commodities in the resources sector are an important raw material. The Company cannot predict the severity or extent of these recessions and/or periods of slow growth. Accordingly, the Company's estimate of the results of operations, financial condition and prospects of an acquisition target will be uncertain and may be adversely impacted by unfavourable general global, regional and national macroeconomic conditions. For more information about the affect of general global, regional or national macroeconomic deterioration on the resources sector, see "Risks Relating to the Resources Sector ­ The resources sector is subject to fluctuations in commodity prices, and impacts of the global financial crisis which may adversely impact the results of operations, financial condition and prospects of the Company following the Acquisition" and "Changes in global supply and demand due to an economic downturn may adversely affect business, results of operations, cash flows and financial condition of the Company". Any due diligence by the Company in connection with the Acquisition may not reveal all relevant considerations or liabilities of a target, which could have a material adverse effect on the Company's financial condition or results of operations The Company, by way of a due diligence exercise coordinated and reviewed by the Adviser and the Sub-Adviser and involving professional advisers selected by the Adviser and the Sub-Adviser, intends to conduct, prior to the Acquisition, such due diligence as it deems reasonably practicable and appropriate based on the facts and circumstances applicable to the transaction. The objective of the due diligence process will be to identify material issues which might affect the decision to proceed with the Acquisition. The Company also intends to use information revealed during the due diligence process to formulate its business and operational planning for any target business. While conducting due diligence and assessing a potential acquisition, the Company will rely on available information provided by the relevant acquisition target where such target is willing or able to provide such information and, in some circumstances, third party investigations. There can be no assurance that the due diligence undertaken with respect to a potential acquisition will reveal all relevant facts that may be necessary to evaluate such acquisition or to formulate a business strategy. Furthermore, there can be no assurance that the information provided during due diligence will be adequate or accurate. As part of the due diligence process, the Company will also make subjective judgments regarding the results of operations, financial condition and prospects of a potential opportunity. There can be no assurance that any due diligence will result in the Acquisition being successful. If the due diligence investigation fails to correctly identify material information regarding an opportunity, or if the Company considers such material risks to be commercially acceptable relative to the opportunity, and the Company proceeds with the Acquisition, the Company may subsequently incur substantial impairment charges or other losses. In addition, following the Acquisition, the Company may be subject to significant, previously undisclosed liabilities of the acquired business that were not identified during due diligence and which could have a material adverse effect on the Company's financial condition and results of operations (especially if the due diligence is required to be undertaken in a short timeframe or in a competitive situation). If required, the Company may be unable to obtain financing to complete the Acquisition or to fund the operations of a target business Although the Company has not identified any prospective target businesses and cannot currently predict the amount of capital that may be required, the Net Proceeds may not be sufficient to effect the Acquisition. If the Net Proceeds are insufficient, the Company may be required to seek additional equity or debt financing. There can be no guarantee that the Company will be able to obtain debt financing or, if available, to obtain such financing on terms attractive to the Company. The Company may not receive sufficient support from its Shareholders to raise additional equity and/or potential

(i) 9.2.3

(i) 10.4

CESR 35

12

investors may be unwilling to invest on terms that are favourable to the Company. To the extent that additional financing is necessary to complete the Acquisition and remains unavailable or only available on terms that are unacceptable to the Company, the Company may be compelled either to restructure or abandon the Acquisition, or proceed with the Acquisition on less favourable terms, which may reduce the Company's return on the investment. Even if additional financing is unnecessary to complete the Acquisition, the Company may require financing to implement operational improvements in the acquired business. The failure to secure additional financing or to secure such additional financing on terms acceptable to the Company could have a material adverse effect on the continued development or growth of the acquired business. If the Company acquires less than the whole voting control of a target, its decision-making authority to implement its plans may be limited and impact its ability to implement its objectives and third party minority shareholders may dispute the Company's strategy The Company intends initially to acquire one or more complementary companies, businesses or assets in the resources sector. The Company anticipates that it will acquire the whole voting control of any target business and not a single minority interest, or a disparate collection of minority interests which could not sensibly be operated as a single entity. The Company may however consider acquiring an interest constituting less than the whole voting share control if such opportunity is sufficiently attractive or where the Company would acquire sufficient influence to be able to implement its strategy. If the Company acquires less than the whole voting control of a target business, the remaining ownership interest will be held by third parties. Accordingly, the Company's decision-making authority may be limited. Such acquisitions may also involve the risk that such third parties may become insolvent or unable or unwilling to fund additional investments in a target. Such third parties may also have interests which are inconsistent or conflict with the Company's interests, or they may obstruct the Company's strategy for a target or propose an alternative strategy. Any third party influence can be contrary to the Company's interests. In addition, disputes among the Company and such third parties may result in litigation or arbitration. Any of these events could impair the Company's objectives and strategy, which could have a material adverse effect on the continued development or growth of the acquired business. The Company may be unable to hire or retain personnel required to support the Company after the Acquisition The Company is a newly formed holding company which has outsourced certain administrative and all of its operating activities to the Adviser (which in turn has appointed the Sub-Adviser to assist in the provision of services to the Company) and other third-party providers. The Acquisition is expected to be a substantial transaction requiring the commitment of substantial resources, both in the evaluation, structuring and execution phases as well as the operation of the Company post-Acquisition. Although the Company expects to rely on the Adviser and Sub-Adviser to provide these services (and, in turn, the Adviser and the Sub-Adviser expect to rely on contracted advisers to provide such additional services as may be necessary), there is a risk that the Company may require additional skilled personnel both before and following the Acquisition. The Company will evaluate the skills required in connection with completing the Acquisition and operating the acquired business to identify areas where additional skills are required. There can be no assurance that existing personnel of the acquired business will be adequate or qualified to carry out the Company's strategy, or that the Company would be able to retain or recruit experienced, qualified employees to carry out the Company's strategy. Following the Acquisition, the Company will be a holding company whose principal source of operating cash will be income received from the business it has acquired Following the Acquisition, the Company will be dependent on the income generated by the acquired business to meet the Company's expenses (including fees and expenses payable under the Advisory Agreement). The amount of distributions and dividends, if any, which may be paid from any operating subsidiary to the Company will depend on many factors, including such target's results of operations and financial condition, limits on dividends under applicable law and its constitutional documents, and other factors which may be outside the control of the Company. If the acquired business is unable to distribute sufficient amounts to the Company, the Company may be unable to pay its expenses or make distributions and dividends on the Ordinary Shares.

13

The Company may be subject to restrictions in offering its Ordinary Shares as consideration for the Acquisition or may have to provide alternative consideration which may have an adverse effect on its operations. In addition the use of its shares as consideration could result in significant dilution of existing Investors The Company may offer its Ordinary Shares or other securities as consideration for the purchase of a target business in the Acquisition. However, in certain jurisdictions, there may be legal, regulatory or practical restrictions on the Company using its Ordinary Shares in this manner or which may mean that the Company is required to provide alternative forms of consideration. Such restrictions may limit the Company's acquisition opportunities or make a certain acquisition more costly which in turn may have an adverse effect on the results of operations of the Company and/or the ability of the Company to achieve its target return for Shareholders. There will be legal restrictions on any offer by the Company of its Ordinary Shares to US shareholders of a target business. Under US law, the Company will only be permitted to offer its shares to US persons whom it has a "reasonable belief" are Qualified Purchasers as defined in Section 2(a)(51) of the US Investment Company Act and which includes, among others, certain types of sophisticated US investors. US shareholders who are not Qualified Purchasers would not be permitted to receive Ordinary Shares as consideration (but may receive cash as an alternative). This could impede the Company's ability to structure transactions which include Ordinary Shares as consideration, particularly if it is not proposed to offer all target shareholders a cash alternative. In particular, a derogation granted by the Takeover Panel would be required to implement such consideration structure under the City Code (which, broadly, will apply in connection with an offer for a UK public company). There can be no assurance that the Takeover Panel would grant such derogation (most particularly where the target has a more than insignificant percentage of US shareholders that are not Qualified Purchasers). In connection with an acquisition in which Ordinary Shares are offered as consideration and the target business has US shareholders, in order to issue such Ordinary Shares to US shareholders the Company must have a "reasonable belief" that such shareholders are Qualified Purchasers. If the Company were to implement such an acquisition by way of a takeover offer, warranties and undertakings would be required from shareholders in the forms of acceptance to be returned to the Company. If the Company wished to implement such an acquisition by way of a scheme of arrangement (or similar mechanism), it would need to establish sufficient procedures in connection with the scheme to allow it to establish such "reasonable belief". There is no guarantee that the Company will be able to develop appropriate procedures as the ability to do so will be highly dependent on the facts and circumstances of the proposed acquisition, including the percentage of US shareholders generally in the target business and the proportion of Ordinary Shares offered as consideration. This need to establish procedures for a scheme of arrangement (or similar mechanism) or to require certain warranties and undertakings in a takeover offer may adversely impact the Company's ability to implement the most efficient structure for acquiring a target business. Furthermore, where Ordinary Shares are issued for non-cash consideration under the Acquisition, Shareholders will have no pre-emptive right to Ordinary Shares issued. If the Company does offer its Ordinary Shares as consideration in making the Acquisition, depending on the number of Ordinary Shares offered and the value of such Ordinary Shares at the time, the issuance of such Ordinary Shares could materially dilute the value of the Ordinary Shares held by existing Shareholders at the time. Where an acquisition target has an existing large shareholder, an issue of Ordinary Shares as consideration may result in such shareholder subsequently holding a large stake in the Company, which may, in turn, enable it to exert significant influence over the Company (to a greater or lesser extent depending on the size of its holding). In addition, in order to avoid triggering a mandatory bid under the City Code, the Company may, if appropriate, issue shares with limited or no voting rights for a period of time. There will be no public offering of New Ordinary Shares in the United States and shareholders will not be entitled to protections normally afforded to investors of blank check companies in an offering pursuant to Rule 419 under the Securities Act Since the Net Proceeds are intended to be used to complete a business combination with one or more unidentified but complementary companies, businesses or assets, the Company may be deemed to be a "blank check" company under the United States securities laws. However, because there will be no offer to the public of the Ordinary Shares in the United States, the Company is not subject to rules

14

promulgated by the SEC to protect investors in blank check companies such as Rule 419 under the Securities Act. Accordingly, no prospective investor will be afforded the benefits or protections of those rules. For example, Rule 419 protections include a requirement that the Net Proceeds be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. In addition, the Net Proceeds could only be invested in specified securities such as a money market fund meeting conditions of the US Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. Under the terms of the Placing, prior to the completion of the Acquisition, the Company and the Subsidiary will invest or deposit the Net Proceeds in sterling denominated money market instruments, government securities, commercial paper, asset backed commercial paper, corporate bonds and/or deposits with commercial banks. None of such instruments or commercial banks will be less than AA­ rated at the time of investment or deposit by the Company or the Subsidiary. In addition, Rule 419 limits the amount of the proceeds remaining after payment of underwriting commissions, underwriting expenses and dealer allowances permitted under Rule 419 that may be used by the issuer, as such remaining proceeds are required to be deposited into the escrow or trust account. Under the terms of the Placing, the Company will be permitted to apply the Net Proceeds to pay the on-going expenses of the Company, the Subsidiary and (to the extent described elsewhere in this document) the Adviser and the Sub-Adviser, such as transaction and due diligence costs of the Company's advisers in connection with evaluating potential acquisitions, even where such transaction is not ultimately consummated. Rule 419 would also restrict the Company from acquiring a target business or businesses unless the fair value of such business or net assets to be acquired represent at least 80 per cent. of the maximum offering proceeds from the Placing. Under the terms of the Placing, the Company intends to use the Net Proceeds to acquire one or more complementary companies, businesses or assets within the resources sector for the Acquisition, but the Company may pursue a transaction representing less than 80 per cent. of the Net Proceeds where the Company believes such transaction satisfies its remaining criteria for the Acquisition. In a Rule 419 offering, no trading of the Ordinary Shares would be permitted until the completion of a business combination such as the Acquisition. During the period from the completion of the offering to the completion of an acquisition, the Ordinary Shares would be held in an escrow or trust account. In contrast, under the terms of the Placing, the Company's Ordinary Shares will be tradable following admission to the Official List and admission to trading on the main market of the London Stock Exchange before the Company completes the Acquisition. Under Rule 419, a prospectus containing information required by the SEC would be required to be sent to each investor. Each Investor would be given the opportunity to notify the Company, in writing, a period of time to decide whether such Investor elects to remain a Shareholder of the Company or require the return of such Investor's investment. If the Company does not receive the notification by the end of the period, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to such Shareholder. Furthermore, unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities would be issued. Under the terms of the Placing, the Company will not seek Shareholder approval of the Acquisition and no such opportunity to require the Company to return an Investor's investment will be provided, although it is anticipated that the Company will seek, following the Acquisition, to obtain a Premium Listing under the Listing Rules. In addition, under Rule 419 the Company would be required to complete the Acquisition within 18 months after the effective date of the registration statement or return funds held in the trust or escrow account to investors. Under the terms of the Placing, the Company, however, will have at least two years from the completion date of the Placing to complete the Acquisition.

15

RISKS RELATING TO THE RESOURCES SECTOR Changes in global supply and demand due to an economic downturn may adversely affect the business, results of operations, cash flows and financial condition of the Company Commodity prices are affected by global supply and demand, particularly in the United States and Asia (notably China), as well as widespread trading activities by market participants and others, either seeking to secure access to such commodities or to hedge against commercial risks, or as part of investment portfolio activity. Fluctuations in commodity prices give rise to commodity price risk for the Company. Historically, such prices can be subject to substantial variation which cannot be anticipated. If the global economic environment experiences a substantial downturn or remains relatively weak for the medium to long term, the ability of the Company to grow or maintain revenues in future years may be adversely affected, and at certain long term price levels for a given commodity, extractive operations with respect to that commodity may not be economically viable. Adverse and volatile economic conditions can also limit the Company's ability to anticipate revenues and costs, and can affect the Company's ability to implement planned projects anticipated following the Acquisition. In addition, rating agencies and industry analysts are likely to take such conditions into account when assessing the prospective business and creditworthiness of the Company (following the Acquisition), and any adverse determinations, including ratings downgrades, may make it more difficult for the Company to raise capital in the future to finance the business following the Acquisition. Political, legal and commercial instability, as well as political and fiscal pressure on governments, in the countries and territories in which the resources sector may operate could affect the viability of the Company's operations following the Acquisition Following the Acquisition, the Company may have operations in jurisdictions with varying degrees of political, legal and commercial stability. These jurisdictions may include, but are not limited to, Russia, the CIS region, the Middle East, Africa, Asia and Latin America. Political, civil and social pressures may result in administrative change, policy reform, changes in law or governmental regulations, which in turn can result in expropriation or nationalisation of a target's assets. Renegotiation or nullification of preexisting agreements, concessions, leases and permits held by a target business, changes in fiscal policies (including increased tax or royalty rates) or currency restrictions are all possibilities. Commercial instability caused by bribery and corruption and more generally underdeveloped corporate governance policies in their various guises can lead to similar consequences, any of which could have a material adverse effect on the profitability, the ability to finance or, in extreme cases, the viability of an operation. In addition, fiscal constraints or political pressure may also lead governments to impose increased taxation on operations in the resources sector within a given jurisdiction. Such taxes or other expropriation of assets could be imposed by any jurisdiction in which the Company operates before or after the Acquisition. If operations are delayed or shut down as a result of political, legal or commercial instability, or if the Company's operations are subjected to increased taxation or other expropriation, the Company's earnings growth may be constrained and the ability of the Company to generate long term value for Shareholders following the Acquisition could be adversely impacted. The resources sector is subject to commodity price fluctuations, which may adversely impact the results of operations, financial conditions and prospects of the Company following the Acquisition Following the Acquisition, the Company, through the acquired business(es), will be a market participant as seller (and may, in certain situations, be a buyer) in any one or more commodities. Accordingly, the Company's revenue and earnings will depend upon prevailing prices for the commodities it relies on and produces. These commodities are globally traded and as a result, and in common with its competitors, the Company is unable to control the prices it receives for such commodities. In addition, following the Acquisition, the range of the commodities which the acquired business(es) produces may not be sufficiently broad and/or the acquired business(es) may be concentrated in one or more commodities within the resources sector. As a result, the Company may not be able to offset price changes in one commodity with counter-cyclical changes in another commodity within the Company's range of commodities in an attempt to mitigate the effects of adverse price changes.

(i) 4 (iii) 2 PR 2.2.10(3)

(i) 9.2.3

16

Historically, commodity prices have been volatile and subject to wide fluctuations for many reasons, including but not limited to: · · · · · · · · global and regional supply and demand, and expectations regarding future supply and demand for commodities; geopolitical uncertainty; availability of tanker ships and processing equipment; proximity to, and capacity and cost of, transportation; price, availability and government subsidies of alternative fuels; price and availability of new technologies; the ability of the members of the Organisation of the Petroleum Exporting Countries ("OPEC") and other oil producing nations to set and maintain specified levels of production and prices; political, economic and military developments in producing regions, particularly the Middle East; domestic and foreign governmental regulations and actions, including export restrictions, taxes, repatriations and nationalisations; global and regional economic conditions; and weather conditions and natural disasters.

· ·

It is impossible to predict accurately future commodities price movements and commodities prices may not remain at their current levels. Any material decline in commodities prices, to the extent it is not addressed by meaningful hedging arrangements, could result in a reduction of the Company's net production revenue. In addition, the economics of producing in some jurisdictions, or some assets within some jurisdictions, may change as a result of lower commodities prices, which could result in a reduction of the Company's reserves to the extent that they may become no longer economically viable to develop. Moreover, the Company may not be able to engage in meaningful hedging against declines in commodity prices and there can be no guarantee that such hedging strategies will be implemented or ultimately successful. As a result, the Company following the Acquisition may experience significant volatility in its results of operations in its periodic financial statements if there are adverse changes in commodity prices during the reported financial period. As a result of the factors described above, the Company will also not be able to predict the precise timing of any improvements and/or recoveries in the global, regional or national macroeconomic environments, or in commodity prices, any of which can make the Company's operational strategies based on production planning more difficult to implement successfully. For example, the prevailing prices of certain commodities may fall to levels that are below the average marginal cost of production for the industry, which the Company will not be able to predict accurately. If the Company's estimates of future price levels results in the Company incurring fixed additional costs and the Company fails to change production levels in response to then-current price levels, the Company's results of operations and financial condition could be adversely affected. Following the Acquisition, the Company may be adversely affected by currency exchange rate fluctuations Although the Placing will raise proceeds denominated in British pounds sterling, the markets for the commodities produced within the resources sector are predominately priced in U.S. dollars. The Company does not intend to hedge the Net Proceeds against risks for adverse exchange rate movements against the U.S. dollar until it has identified the Acquisition target(s). As such, the Company may be adversely affected by currency exchange rate fluctuations from the closing date of the Placing until the date it hedges the currency exchange rate in connection with the Acquisition. The Company does not intend to enter into any such hedging transactions until it identifies the Acquisition.

17

In addition, following the Acquisition, the Company may be exposed to ongoing currency risk. While the Company's financial statements are stated in British pounds sterling, and certain ongoing management costs are denominated in British pounds sterling, the price of its products (and thus its revenues) will be determined by world commodities markets which are typically expressed in U.S. dollars, and depending on the location of an acquired target, the Company may have operating expenses denominated in another currency. As a result, fluctuations in the exchange rates of these currencies may adversely affect the Company's operating results, cash flows or financial condition to a material extent. Inflation and other cost increases may have an adverse effect on the Company's results of operations and cash flows The Company will generally be unable to control the prevailing market prices of any commodities produced in its operations following the Acquisition. The Company may be unable to pass increased production costs to customers. As a result, significant inflation or other production cost increases in the countries in which the Company may operate could increase operational costs without a corresponding increase in the sales price of the commodities the Company may produce. Alternatively, a lag in the reduction of input costs relative to declining commodity prices will have a similar adverse effect on the Company's operations. Any such increased costs or delays in cost reductions may adversely affect the Company's profitability, cash flows and results of operations. Safety, health and environmental exposures and related regulations may expose the Company to increased litigation, compliance costs, interruptions to operations, unforeseen environmental remediation expenses and loss of reputation The resources sector involves extractive enterprises. Such activities make the sector a hazardous industry and as a result it is highly regulated by safety, health and environmental laws. Following the Acquisition, the Company's operations may be subject to extensive governmental regulations in all jurisdictions in which it operates. Operations are subject to general and specific regulations and restrictions governing drilling and production, mining and processing, land tenure and use, environmental requirements (including site specific environmental licences, permits and remediation requirements), workplace health and safety, social impacts and other laws. Certain of the Company's operations may create environmental risk in the form of dust, noise or leakage of polluting substances from site operations. Failure to provide a safe working environment or to manage environmental risks may result in harm to the Company's employees, the communities near the Company's operations and the environment. Government authorities may also force closure of facilities on a temporary or permanent basis or refuse future drilling or mining right applications. The Company could face fines and penalties, liability to employees and third parties for injury, statutory liability for environmental remediation, and other financial consequences, which may be significant. The Company could also suffer impairment of its reputation, industrial action or difficulty in recruiting and retaining skilled employees. Any future changes in laws, regulations or community expectations governing the Company's operations could result in increased compliance and remediation costs. Any of the foregoing developments could have a materially adverse effect on the Company's results of operations, cash flows or financial condition. Existing and proposed legislation and regulation affecting greenhouse gas emissions may adversely affect certain of the Company's operations Many participants in the resources sector are subject to current and planned legislation in relation to the emission of carbon dioxide, methane, nitrous oxide and other so called "greenhouse gases". Future compliance with existing legislation or any future legislation could adversely affect the Company's profitability following the Acquisition if an acquired business has material greenhouse gasintensive assets. Future legislative initiatives designed to reduce the consumption of hydrocarbons could also have an impact on the ability of the Company following the Acquisition to market its commodities and/or the prices which it is able to obtain. These factors could have a material adverse effect on the Company's business, results of operations, financial condition or prospects.

(i) 9.2.3 (i) 8.2 (i) 9.2.3

18

In assessing and completing the Acquisition, the Company may estimate reserves, which may be less than actually recovered The Company may estimate a potential target's resources and reserves, which are subject to a number of assumptions, including the price of commodities, production costs and recovery rates. Fluctuations in the variables underlying the Company's estimates may result in material changes to its reserve estimates, and such changes may have a materially adverse impact on the financial condition and prospects of the Company following the Acquisition. Failure to discover new reserves, enhance existing reserves or adequately develop new projects could adversely affect the Company's business following the Acquisition Exploration and development are costly, speculative and often unproductive, but may be necessary for the Company's business following the Acquisition. This is particularly the case in the oil & gas industry, where there may be many reasons why the Company may not be able to find or acquire oil & gas reserves or develop them for commercially viable production. For instance, factors such as adverse weather conditions, natural disasters, equipment or services shortages, procurement delays or difficulties arising from the environmental and other conditions in the areas where the reserves are located or through which production is transported may increase costs and make it uneconomical to develop potential reserves. Failure to discover new reserves, to maintain existing mineral rights, to enhance existing reserves or to extract resources from such reserves in sufficient amounts and in a timely manner could materially and adversely affect the Company's results of operations, cash flows, financial condition and prospects. In addition, the Company may not be able to recover the funds used in any exploration programme to identify new opportunities. Increasingly stringent requirements relating to regulatory, environmental and social approvals can result in significant delays in construction of additional facilities and may adversely affect new drilling or mining projects, the expansion of existing operations and, consequently, the Company's results of operations, cash flows and financial condition, and such effects could be material. The Company may be unable to obtain or renew required drilling or mining rights and concessions, licences, permits and other authorisations and/or such concessions, rights, licences, permits and other authorisations may be suspended, terminated or revoked prior to their expiration The acquired business may conduct its operations pursuant to drilling or mining rights and concessions, licences, permits and other authorisations. Any delay in obtaining or renewing a licence, permit or other authorisation may result in a delay in investment or development of a resource and may have a material adverse effect on the acquired business' results of operations, cash flows and financial condition. In addition, any existing drilling or mining rights and concessions, licences, permits and other authorisations of the acquired business may be suspended, terminated or revoked if it fails to comply with the relevant requirements. If, following the Acquisition, the acquired business or any of its subsidiaries fails to fulfil the specific terms of any of its rights, concessions, licences, permits and other authorisations or if it operates its business in a manner that violates applicable law, government regulators may impose fines or suspend or terminate the right, concession, licence, permit or other authorisation, any of which could have a material adverse effect on the Company's results of operations, cash flows and financial condition. The use of independent contractors in operations may expose those operations to delays or suspensions of activities Independent contractors are typically used in operations in the resources sector to perform various operational tasks, including carrying out drilling and mining activities and delivering raw commodities to processing or beneficiation plants. In periods of high commodity prices, demand for such contractors may exceed supply resulting in increased costs or lack of availability of key contractors. Disruptions of operations or increased costs also can occur as a result of disputes with contractors or a shortage of contractors with particular capabilities. Additionally, because the Company following the Acquisition will not have the same control over independent contractors as it does over employees of a target, there is a risk that such contractors will not operate in accordance with the Company's safety standards or other policies. Any of the foregoing circumstances could have a material adverse affect on the Company's operating results and cash flows following the Acquisition.

19

Drilling and mining operations are vulnerable to natural disasters, operating difficulties and damage to or breakdown of a physical asset, any of which could have a material impact on the productivity of the operations and not all of which may be covered by insurance Drilling and mining operations are vulnerable to natural disasters, including earthquakes, drought, floods, fire, tropical storms and the physical effects of climate change all of which are outside the Company's control. Operating difficulties, such as unexpected geological variations that could result in significant failure, could affect the costs and viability of its operations for indeterminate periods. In addition, damage to or breakdown of a physical asset, including as a result of fire, explosion or natural catastrophe, can result in a loss of assets and subsequent financial losses. Insurance can provide protection from some, but not all, of the costs that may arise from unforeseen events. Although the Company may maintain insurance, the Company's insurance may not cover every potential risk associated with its operations. Adequate coverage at reasonable rates is not always obtainable. In addition, the Company's insurance may not fully cover its liability or the consequences of any business interruptions such as equipment failure or labour dispute. The occurrence of a significant adverse event not fully or partially covered by insurance could have a material adverse effect on the Company's business, results of operations, financial condition and prospects. Labour disruptions could have an adverse effect on the Company's results of operations, cash flows and financial condition There is a risk that strikes or other types of conflict with unions or employees may occur at any one of the Company's operations or in any of the geographic regions in which the Company operates. A significant portion of the Company's workforce may be unionised. Labour disruptions may be used not only for reasons specific to the Company's business, but also to advocate labour, political or social goals. Any labour disruptions could increase operational costs and decrease revenues by delaying the business activities of the Company or increasing the cost of substitute labour, which may not be available. Furthermore, if such disruptions are material, they could adversely affect the Company's results of operations, cash flows and financial condition. Restrictions on the Company's ability to access necessary infrastructure services, including transportation and utilities, may adversely affect the Company's operations Inadequate supply of the critical infrastructure elements for drilling or mining activity could result in reduced production or sales volumes, which could have a negative effect on the Company's financial performance. Disruptions in the supply of essential utility services, such as water and electricity, can halt the Company's production for the duration of the disruption and, when unexpected, may cause loss of life or damage to its drilling or mining equipment or facilities, which may in turn affect its ability to recommence operations on a timely basis. Adequate provision of transportation services, such as timely pipeline and port access and rail services, are critical to distributing products and disruptions to such services may affect the Company's operations. The Company may be dependent on third party providers of utility and transportation services. As such, third party provision of services, maintenance of networks and expansion and contingency plans will be outside of the Company's control. The Company's operations and development projects could be adversely affected by shortages of, as well as lead times to deliver, certain key inputs The inability to obtain, in a timely manner, strategic consumables, raw materials, drilling and mining and processing equipment could have an adverse impact on any results of operations and financial condition. Periods of high demand for such supplies can result in periods when availability of supplies are limited and cause costs to increase above normal inflation rates. Any interruption to supplies or increase in costs could adversely affect the operating results and cash flows of the Company following the Acquisition. Failure to manage relationships with local communities, government and non-government organisations could adversely affect future growth potential of the Company As a consequence of public concern about the perceived ill effects of economic globalisation, businesses generally and in particular large multinational corporations, face increasing public scrutiny of their activities. Prospective targets may have operations located in or near communities that may regard such an operation as detrimental to their environmental, economic or social circumstances. Negative community reaction to such operations could have a material adverse impact on the cost,

20

profitability, ability to finance or even the viability of an operation. Such events could also lead to disputes with national or local governments or with local communities and give rise to material reputational damage. In addition, the business which the Company acquires may operate in countries where ownership of rights in respect of land and resources is uncertain and where disputes in relation to ownership or other community matters may arise. These disputes are not always predictable and may cause disruption to projects or operations. Resources operations can also have an impact on local communities, including the need, from time to time, to relocate communities or infrastructure networks such as railways and utility services. Failure to manage relationships with local communities, government and non-government organisations may adversely affect the Company's reputation, as well as its ability to commence production projects, which could in turn affect the Company's revenues, results of operations and cash flows. Exploration, development and production activities are capital intensive and inherently uncertain in their outcome. As a result, the Company may not generate a return on its investments or recover its costs and it may not be able to generate cash flows or secure adequate financing for its discretionary capital expenditure plans Exploration, development and production activities are capital intensive and inherently uncertain in their outcome. Should the Company acquire or establish operations in the oil & gas industry, the Company's future oil & gas projects may involve unprofitable efforts, either from dry wells or from wells that are productive but do not produce sufficient net revenues to return a profit after development, operating and other costs. Furthermore, completion of a well does not guarantee a profit on the investment or recovery of the costs associated with that well. In addition, drilling hazards or environmental damage could significantly affect operating costs, and production from successful wells may be adversely affected by conditions including delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or adverse geological conditions. Production delays and declines, whether or not as a result of the foregoing conditions, may result in lower revenue or cash flows from operating activities until such time, if at all, that the delay or decline is cured or arrested. In the event that such cash flows are reduced in the future, the Company may be forced to scale back or delay discretionary capital expenditure resulting in delays to, or the postponement of, the Company's planned production and development activities which could have a material adverse effect on its business, results of operations, financial condition or prospects. Offshore exploration, development and production activities are inherently subject to a number of potential drilling and production risks and hazards which may affect the ability of the Company, if it acquires or establishes any oil & gas business(es) to produce oil & gas at expected levels, increase operating costs and/or expose the Company and/or its directors and officers to legal liability Should the Company acquire or establish operations in the oil & gas industry, the production and development operations of the Company will involve risks normally associated with such activities, including blowouts, explosions, fires, equipment damage or failure, natural disasters, geological uncertainties, unusual or unexpected rock formations and abnormal pressures, and environmental hazards such as accidental spills, releases or leakages of petroleum liquids, gas leaks, ruptures or discharges of toxic gas. Offshore operations are also subject to hazards inherent in marine operations, which include damage from severe weather conditions, capsizing or sinking, and damage to pipelines and subsea facilities from fishing nets, anchors and vessels. The occurrence of any of these events could result in production delays or the failure to produce oil & gas in commercial quantities from the affected operations. These events could also lead to environmental damage, injury to persons and loss of life or the destruction of property, any of which could expose the Company and/or its directors and officers to the risk of litigation and clean-up or other remedial costs. Damages claimed in connection with any consequent litigation and the costs to the Company in defending itself against such litigation are difficult to predict and may be material. In addition, the Company could experience adverse publicity as a result of any such litigation. Any loss of production or adverse legal consequences stemming from production hazards could have a material adverse effect on the Company's business, results of operations, financial condition or prospects.

21

RISKS RELATING TO THE RELATIONSHIP BETWEEN THE COMPANY, THE ADVISER, THE SUBADVISER AND THE FOUNDERS The Company is highly dependent on the Adviser and the Sub-Adviser each of which is subject to its own operational risks, and there can be no assurance that the Company will have continued access to the Adviser or Sub-Adviser The Board supervises the Company and its business (including the approval of the Acquisition), but the Company currently does not have any employees or own any facilities, and it will depend on the Adviser to implement its strategy and to manage its daily operations and business. The Company has outsourced to the Adviser all of its operating functions, including identifying and assessing acquisition opportunities, designing the strategy to acquire any target, due diligence, and providing personnel and support staff to carry out those roles. The Adviser has, in turn, appointed the Sub-Adviser to assist in the provision of services to the Company. The Company has entered into the Advisory Agreement with the Adviser and the Adviser has entered into the Sub-Advisory Agreement with the Sub-Adviser on substantially similar terms. Such agreements may not be terminated by the parties prior to the Acquisition but following the Acquisition may be terminated on 12 months' written notice (at which point the Company may still be highly dependent on the Adviser and (indirectly) on the Sub-Adviser). In addition, the agreements may also be terminated immediately by the Company (in the case of the Advisory Agreement) and the Adviser with the consent of the Company (in the case of the Sub-Advisory Agreement) by written notice upon the uncured material or uncured persistent breach of such agreements by the counterparty. If the agreements are so terminated, the parties have agreed, if requested, to cooperate and take all reasonable steps to make an orderly transition to a new third party adviser or sub-adviser. Furthermore, such agreements will terminate upon the insolvency of the Adviser or Sub-Adviser, respectively. In addition, following completion of the Acquisition and where the Directors consider it appropriate and in the best interests of the Shareholders to do so, the Directors may agree with the Adviser to terminate the Advisory Agreement and to release Messrs Rothschild and Daniel from their obligation to provide 12 months' notice on their withdrawal as an Active Partner and Active Member respectively. The Sub-Adviser will also be entitled to terminate the Sub-Advisory Agreement in certain circumstances where the Advisory Agreement has been terminated. The Company is not a party to the Sub-Advisory Agreement and therefore, as a general matter, it does not have any rights to enforce its terms. Accordingly, the Company is, in part, dependent upon the Adviser's discretion to monitor the Sub-Adviser's performance under, and to enforce, the terms of the Sub-Advisory Agreement. The Company has however been granted specific rights to enforce the Sub-Adviser's referral obligation and its undertaking to procure that Messrs. Hayward, Daniel and Metherell comply with their Referral and Exclusivity Undertakings and their agreement to follow the Conflicts Procedures. For more information, see "Part III ­ The Company, the Board and the Acquisition Structure ­ Terms of appointment of the Adviser and the Sub-Adviser ­ Sub-Advisory Agreement". If the Adviser or Sub-Adviser ceases to provide its services, there can be no guarantee that the Company would be able to find an adequate replacement on appropriate terms and failure to do so or termination of the Advisory Agreement or Sub-Advisory Agreement could have a material adverse effect on the Company's performance and prospects. The Adviser and Sub-Adviser will be subject to their own operational risks. The Founders who provide their services through the Adviser and the Sub-Adviser are few in number and their past investment activities have not been oriented exclusively within the resources sector. However, the Acquisition is expected to be a substantial transaction requiring the commitment of substantial resources, both in the structuring and execution phases as well as the operation of the Company post-Acquisition. The Adviser and the Sub-Adviser expect to rely on contracted advisers to provide these services in part. There is a risk that the Adviser and the Sub-Adviser may not be able to provide these services (or contract appropriate advisers to do so), including for reasons such as the inability to motivate and retain, or recruit, additional personnel or interruptions to information technology or other systems. If the Adviser or Sub-Adviser are unable to provide services (or contract appropriate advisers to do so) to the Company effectively, the Company's results of operations and prospects would be adversely affected.

(i) 4 (iii) 2 PR 2.2.10(3) (i) 14.2 (iii) 3.3 CESR 137, 138

22

Limitation of liability of the Adviser and Sub-Adviser may lead to the Company incurring more significant losses than would otherwise be the case Under the Advisory Agreement, claims against the Adviser by the Company are subject to a limitation on liability of £10,000,000 and under the Sub-Advisory Agreement, claims against the Sub-Adviser by the Adviser are subject to a limitation on liability of £1,000,000, in each case which may not fully cover all losses arising from such claims. Furthermore, there can be no guarantee that the Adviser or SubAdviser will maintain insurance on terms and conditions that entitle the Company (in the case of a claim against the Adviser) or the Adviser (in the case of a claim against the Sub-Adviser) to recover fully on any claim. Accordingly, in addition to any other consequences resulting from a claim against the Adviser or Sub-Adviser, the Company may experience losses, which, if material, may adversely affect the results of operations and financial condition of the Company. The Company depends on key personnel of the Adviser and Sub-Adviser, and there can be no assurance that such personnel will continue to provide their services or that the Adviser will be able to retain suitably qualified personnel The Company's ability to identify suitable acquisition targets is substantially dependent on the Founders and key personnel of the Adviser and Sub-Adviser. The loss of the Founders, and such other persons may result in a loss of information and access to available opportunities that such persons generate, which could have a material adverse effect on the Company's prospects. The Founders (Mr. Rothschild through the Adviser and Messrs Hayward, Daniel and Metherell through the Sub-Adviser) will make available to the Company their expertise, experience and contacts to research and source potential acquisitions for the Company and to advise and assist the Board in seeking to deliver shareholder value through (among other matters) structuring the Acquisition and identifying operational improvements and efficiencies in the acquired company, business or asset. Each of Messrs. Hayward and Metherell has given an undertaking to the Sub-Adviser, which is directly enforceable by the Company, that for so long as he serves as an Active Member, the activities of the Sub-Adviser will be his principal business activity. Each of Messrs. Hayward and Metherell has agreed to serve as an Active Member until the earlier of (i) completion of the Acquisition, following which he may withdraw as an Active Member on 12 months' notice; (ii) the termination of the Sub-Advisory Agreement; and (iii) in the case of Mr. Hayward only, his removal as a Director. Where the 12 month notice period applies, Mr. Hayward and/or Mr. Metherell (as applicable) shall remain an Active Member for the duration of that notice period. Each of Messrs. Hayward and Metherell has also given, subject to certain exceptions (which may be significant), certain exclusivity undertakings not to compete with the Company while he serves as an Active Member. See the section headed "Commitment of the Founders" in "Part II ­ The Founders, the Adviser and the Sub-Adviser" for further details. Each of Messrs. Rothschild and Daniel has given an undertaking to the Adviser and Sub-Adviser, respectively, which is directly enforceable by the Company, that so long as he is an Active Partner and Active Member, respectively, he will devote all necessary time to assist the Company to research, source, structure and complete the Acquisition. Each of Messrs. Rothschild and Daniel has agreed to serve as an Active Partner and Active Member respectively until the earlier of (i) completion of the Acquisition, following which he may withdraw as an Active Partner (in the case of Mr. Rothschild) or Active Member (in the case of Mr. Daniel) on 12 months' notice; and (ii) the termination of the Advisory Agreement (in the case of Mr. Rothschild) or the Sub-Advisory Agreement (in the case of Mr. Daniel); and (iii) in the case of Mr. Rothschild only, his removal as a Director. Where the 12 month notice period applies, he shall remain an Active Partner or Active Member (as applicable) for the duration of that notice period. Each of Messrs. Rothschild and Daniel has also given, subject to certain exceptions (which may be significant), certain exclusivity undertakings not to compete with the Company while he serves as an Active Partner or Active Member, respectively. See the section headed "Commitment of the Founders" in "Part II ­ The Founders, the Adviser and the Sub-Adviser" for further details. The loss of the services of any of the Founders and their subsequent ability to compete with the Company may adversely affect the Company's prospects. There can be no assurance that the Adviser or Sub-Adviser would be able to appoint qualified successors in the event of the loss of such personnel. Furthermore, the loss of any of the Founders could impair the Company's ability to evaluate available opportunities or to devise and implement effective acquisition structures and operational strategies, either of which could have a material adverse effect on the Company's prospects.

CESR 137, 138

23

The Adviser has entered into the Sub-Advisory Agreement with the Sub-Adviser in which the SubAdviser has undertaken to commit sufficient and appropriate resources to perform the services under the Sub-Advisory Agreement. The Sub-Adviser is not exclusive to the Adviser and it has (and intends to have) other clients. There is a risk that the need to service other clients may (notwithstanding the undertakings given in the Sub-Advisory Agreement) detract from the time and commitment that the Sub-Adviser devotes to fulfilling its obligations to the Adviser and consequently may negatively affect the capacity to fulfil those obligations. In addition, it is likely that the Adviser, the Sub-Adviser or the Company will, over time, decide to recruit further personnel to assist it to research, source and generally provide services in relation to the business acquired pursuant to the Acquisition. There can be no assurance that the Adviser, the SubAdviser or the Company will be successful in recruiting suitably qualified personnel in these areas and, if it does not do so, then it may not be able to successfully provide those services. There can be no assurance that the Adviser, the Sub-Adviser or the Company will be successful in retaining such personnel and the failure to retain such personnel could have a material adverse effect on such acquired business or substantially extend the time period required to implement new strategies, as the Adviser, the Sub-Adviser or the Company seeks to replace such personnel. Indemnification under the Advisory Agreement and Sub-Advisory Agreement may lead the Adviser and the Sub-Adviser to assume greater risks when assessing potential acquisitions than would otherwise be the case Under the Advisory Agreement, the Company has agreed to indemnify each of the Adviser, the Founders, the Sub-Adviser and each of its and their respective partners, members, officers, employees and contractors designated by the Adviser or Sub-Adviser (at any time) as a beneficiary of the indemnity under the Advisory Agreement against all claims (and associated liabilities) arising in connection with the Advisory Agreement or the Sub-Advisory Agreement save for (i) claims arising from gross negligence, fraud, wilful misconduct, bad faith or reckless disregard or (ii) any liability of an indemnified party to income tax in respect of the advisory fee under the Advisory Agreement or the Sub-Advisory Agreement. Under the Sub-Advisory Agreement, the Adviser has agreed to indemnify the Sub-Adviser and its members, officers, employees and contractors designated by the Sub-Adviser (at any time) as a beneficiary of the indemnity under the Sub-Advisory Agreement against all claims (and associated liabilities) arising in connection with the Sub-Advisory Agreement save for claims arising from gross negligence, fraud, wilful misconduct, bad faith or reckless disregard. For further details please see the summaries of the Advisory Agreement and the Sub-Advisory Agreement beginning on page 55 of this document. For as long as the Founders hold Ordinary Shares or rights to Ordinary Shares, the interests of the Founders are aligned with those of Investors but in theory the protection afforded by the indemnity arrangements could result in the Adviser, the Sub-Adviser, the Founders and certain associates of the Adviser tolerating greater risks when carrying out their duties pursuant to the Advisory Agreement or the Sub-Advisory Agreement (as the case may be) than otherwise would be the case, leading to potential issues over conflicts of interest. In addition, the indemnification arrangements may give rise to legal claims for indemnification that are adverse to the Company and its Shareholders. The arrangements among the Company, the Adviser and the Sub-Adviser were negotiated in the context of an affiliated relationship and may contain terms that are less favourable to the Company than those which otherwise might have been obtained from unrelated parties The Advisory Agreement and the Company's internal policies and procedures for dealing with the Adviser, and the Sub-Advisory Agreement and the Adviser's internal policies and procedures for dealing with the Sub-Adviser, were negotiated in the context of the Company's and the Adviser's formation and the Placing, by persons who were, at the time of negotiation, affiliates of the Adviser and one another. Because these arrangements were negotiated between related parties, their terms, including terms relating to the operating charge, contractual or fiduciary duties, conflicts of interest and the Adviser's and Sub-Adviser's ability to engage in outside activities, including activities that may compete with the Company and limitations on liability and indemnification, may be less favourable to the Company (notwithstanding the approval of the terms of the Advisory Agreement by the Independent Non-Executive Directors) or to the Adviser, as the case may be, than otherwise might have resulted if the negotiations had involved unrelated parties from the outset.

(i) 14.2 (iii) 3.3

24

The Founders may in the future undertake other activities which may reduce the time that they are able to spend on the Company's business Following the Acquisition and after the relevant Founder ceases to be an Active Partner or an Active Member, as the case may be, each Founder will be free to explore and engage in other business opportunities. This may have a consequential impact on the amount of time they spend on the Company's business. The loss of a Founder's time and attention to the business of the Company could result in, in particular, its diminished access to potential "bolt-on" acquisition opportunities and, in the case of Messrs. Hayward and Metherell, in particular, to senior managerial and operational expertise, either of which could have an adverse affect on the Company's business and prospects. In the case of Mr. Hayward, the Company can also not rule out the possibility that he may be required to spend time responding to charges, investigations, lawsuits or other proceedings deriving from the oil spill from the oil rig "Deepwater Horizon" in the Gulf of Mexico. (Investors are expressly directed to the information set out under the heading "Commitment of the Founders" in "Part II ­ The Founders, the Adviser and the Sub-Adviser" on pages 52 to 54). In addition, the Founder's respective referral obligations cease to be in effect following the Acquisition and the lack of such obligation may also result in diminished access to potential "bolt-on" acquisition opportunities for the Company. The Founders, the Adviser and the Sub-Adviser may enter into related party transactions with the Company which may give rise to a conflict of interest between the Company and the Founders, the Directors, the Adviser and the Sub-Adviser The Founders, the Adviser and the Sub-Adviser may in future enter into other agreements with the Company that are not currently under contemplation. While the Company will not enter into any related party transaction without Board approval, it is possible that entering into such an agreement might raise a conflict of interest between the Company and some or all of the Founders, the Directors, the Adviser and the Sub-Adviser. The levels of investment income and return included in the track record of Mr. Rothschild may not be indicative of the performance of an investment in the Company Investors are expressly directed to the information set out in each of the Founder's biographies and their respective track records included on pages 48 to 51 in "Part II ­ The Founders, the Adviser and the Sub-Adviser", which contain certain disclosures and assumptions, in particular as regards the footnote to Mr. Rothschild's track record. In relation to the latter, the Company believes that the track record for Mr. Rothschild covers his most significant investment and advisory activities for the period from January 1996 to 31 March 2011, and gives an estimate of Mr. Rothschild's personal wealth created from those principal investment and advisory activities. Mr. Rothschild's track record has not been derived wholly from financial statements subject to an audit or accounting review. The track record is based on financial and accounting records provided by Artemis Trustees Limited (which provides administrative and bookkeeping services for most of Mr. Rothschild's activities and investments) on behalf of Mr. Rothschild and the relevant entities through which he made such investments, including information received from third party service providers to such investment entities. Furthermore, because such investment entities largely operated independently of each other, the financial and accounting records were not subject to a single internal control system encompassing all of the investment entities such as those which are present when audited financial statements are produced. Accordingly, there is an inherent possibility that such data, which in addition covers a substantial period of time and involves multiple independent investment entities, may not be complete in all respects. The track record does not reflect all investments made by Mr. Rothschild during the calculation period, as described in "Part II ­ The Founders, the Adviser and the Sub-Adviser", nor does it reflect due diligence and legal costs incurred on potential investments that were not subsequently consummated. The track record excludes both passive investments (where Mr. Rothschild did not actively participate in the initiation of the opportunity or exercise discretionary decision-making authority in relation to the underlying business or investment) and personal interest investments (which individually involved capital at risk of less than $20 million) during such period. Further, the track record principally includes items (such as advisory fees and returns on hedge fund investments) which are not contemplated to be included in any potential return for Investors in the Company, also includes Mr. Rothschild's income and returns from investments outside the resources sector and encompasses responsibilities that Mr. Rothschild has not undertaken to perform with respect to the Company. Mr. Rothschild's track

CESR 137, 138

(i) 14.2 (iii) 3.3

25

record, as so calculated for the period ended 31 March 2011, has been presented to illustrate Mr. Rothschild's ability to create personal wealth and investors should note that his historical results may not be indicative of the performance of an investment in the Company. In addition, the track record presents the estimated aggregate personal wealth generated over the period from 1996 to 2011, which aggregate wealth does not reflect any substantial variations in income and returns generated within the period from year to year. The track record is principally based on realised investments but also includes approximately $372 million of unrealised investments, which until realised remain subject to losses or gains and, accordingly, could decrease or increase Mr. Rothschild's overall aggregate personal wealth generated for the period presented in this document. As a result of the above, Investors are cautioned that the track record for Mr. Rothschild may be greater or lesser than his actual total income and returns during the period. The track record is presented for illustrative purposes only and Investors are cautioned that such historical results for Mr. Rothschild may not be indicative of the performance of an investment in the Company. For more information, see "Part II ­ The Founders, the Adviser and the Sub-Adviser". The holders of the Founder Shares and the holders of the Founder Securities may have interests that conflict with the interests of the Company, with the interests of the holders of the Ordinary Shares and/or, as the case may be, with their interests and duties as Directors Under the terms of the Subsidiary's Articles of Association, certain corporate actions of the Subsidiary which may be in the interest of the Company (or the holders of the Ordinary Shares) require the prior approval of the holders of 92 per cent. of the Founder Shares and of the Founder Securities (voting separately) in issue. Those actions include: · · the summary (voluntary) winding up of the Subsidiary (which would restrict the ability to wind up, or otherwise prolong the winding up of, the Company); and certain alterations to the share capital of the Subsidiary.

The requirement for (or refusal to give) any such aforementioned approval may give rise to a conflict between the interests of the holders of the Founder Shares and the Founder Securities and the interests and duties of Messrs. Rothschild and Hayward as Directors and/or may prevent the Company from being able to take the corporate action or step in question, which may adversely affect the interests of the Company or of the holders of the Ordinary Shares. The rights of the holders of the Founder Shares and the holders of the Founder Securities to prevent any voluntary winding up of the Subsidiary fall away on or after the second anniversary of Admission in the event that the Acquisition has not been effected by then and the Company is to be wound up. As at Admission, some of the Founder Shares and the Founder Securities are held by the general partner of Vallares Capital for the benefit of its limited partners including one or more of the Founders. Others may be held by a trustee or nominee on behalf of one or more of the Founders. RISKS RELATING TO THE TERMS OF THE FOUNDER SHARES AND THE FOUNDER SECURITIES The Company may be required to issue additional Ordinary Shares (and/or may elect to pay cash) pursuant to the terms of the Founder Shares and the Founder Securities which may dilute the holdings of existing Ordinary Shareholders The terms of the Founder Shares and of the Founder Securities provide (inter alia) for the issue of Ordinary Shares in the Company upon their exchange (in each case unless the Company elects to pay cash instead), in accordance with their respective terms. Please see "Part II ­ The Founders, the Adviser and the Sub-Adviser" and paragraphs 4.3 and 4.4 of "Part VIII ­ Additional Information" for further details of the terms of the Founder Shares and of the Founder Securities. The precise number of Ordinary Shares that will be required to be issued by the Company pursuant to the terms of the Founder Shares and of the Founder Securities cannot be ascertained at the date of this document and will depend on a variety of factors including: (a) whether the Company elects to purchase the Founder Shares or Founder Securities for cash instead of exchanging them for Ordinary Shares;

(i) 4 (iii) 2 PR 2.2.10(3)

26

(b) (c)

(in the case of the Founder Shares) the number of Ordinary Shares of the Company that would (at the time of any exchange of the Founder Shares) be in issue on a fully diluted basis; and (in the case of the Founder Securities) whether the Performance Condition has been satisfied and (if it has) the market capitalisation of the Company at the time of any exchange of Founder Securities.

The issue of Ordinary Shares pursuant to the terms of the Founder Shares or the Founder Securities will reduce (by the applicable proportion) the percentage shareholdings of those Shareholders holding Ordinary Shares prior to such issue. The issue of Ordinary Shares pursuant to the terms of the Founder Shares or the Founder Securities (and/or any election by the Company to pay any cash sum pursuant to the terms of the Founder Shares or the Founder Securities), may reduce any net return derived by Investors from a shareholding in the Company compared to any such net return that might otherwise have been derived had the Company not been required to comply with its obligations in relation to the Founder Shares and/or the Founder Securities. The Acquisition is expected to be effected through the Subsidiary or a subsidiary of the Subsidiary. This structure (and/or obligation) may not be the most efficient for the Acquisition (for instance by complicating the negotiation of the terms of the Acquisition or by reducing flexibility in relation to the Acquisition) and may therefore reduce any net return derived by Investors from a shareholding in the Company compared to any such net return that might otherwise have been derived had the Company had complete flexibility as to how to structure the Acquisition. RISKS RELATING TO TAXATION Changes in tax law may reduce any net returns for Investors The tax treatment of Shareholders, the Company, the Subsidiary, any special purpose vehicle that the Company may establish and any company which the Company may acquire are all subject to changes in tax laws or practices in Jersey or any other relevant jurisdiction. Any change may reduce any net return derived by Investors from a shareholding in the Company. In many jurisdictions the resources sector is subject to particular taxation regimes which sometimes impose a comparatively heavy burden on activities within the sector and the comments made above with regard to change are particularly salient in relation to such regimes. Failure to maintain the Company's and the Subsidiary's status as tax resident solely in Jersey could adversely affect the Company's financial and operating results As noted in "Part VII ­ Taxation", it is the intention of the Board that the Company and the Subsidiary should be resident solely in Jersey. To maintain their status as Jersey tax resident companies, the companies are required to be "centrally managed and controlled" solely in Jersey. While the Board is experienced and independent and intends to exercise strategic management and control of the Company's and the Subsidiary's affairs from Jersey, continued attention must be paid to ensure that major decisions by the Company and the Subsidiary are not made within the United Kingdom, since a failure to comply with those requirements could cause the Company and/or the Subsidiary to lose their status as residents solely of Jersey. The composition of the Board, the place of residence of the individual members of the Board and the location(s) in which the Board makes decisions will all be important factors in determining and maintaining the tax residence of the Company and the Subsidiary in Jersey. If the Company or the Subsidiary were to be considered as resident within the United Kingdom for UK taxation purposes, they would be subject to UK corporation tax on their profits, which could negatively affect their financial and operating results. Taxation of returns from assets located outside Jersey may reduce any net return to Investors To the extent that any company or business which the Company acquires is established outside Jersey, which is expected to be the case, it is possible that any return the Company receives from it may be reduced by irrecoverable foreign withholding or other local taxes and this may reduce any net return derived by Investors from a shareholding in the Company.

(i) 4 (iii) 2 PR 2.2.10(3) (i) 9.2.3

27

The Company may be a "passive foreign investment company" for US federal income tax purposes and adverse tax consequences could apply to US investors For US federal income tax purposes, the Company may be a "passive foreign investment company" and adverse tax consequences could apply to US investors as described herein. For further discussion of the Company's possible classification as a passive foreign investment company, see "Part VII ­ Taxation ­ US federal income taxation ­ Passive foreign investment company ("PFIC") considerations". RISKS RELATING TO THE ORDINARY SHARES The proposed Standard Listing of the Ordinary Shares will afford Investors a lower level of regulatory protection than a Premium Listing Application will be made for the Ordinary Shares to be admitted to the standard listing segment of the Official List. A Standard Listing will afford Investors in the Company a lower level of regulatory protection than that afforded to investors in a company with a Premium Listing, which is subject to additional obligations under the Listing Rules. A Standard Listing will not permit the Company to gain a FTSE indexation, which may have an adverse affect on the valuation of the Ordinary Shares. Further details regarding the differences in the protections afforded by a Premium Listing as against a Standard Listing are set out in the section entitled "Consequences of a Standard Listing" on page 32. The proposed Standard Listing of the Ordinary Shares will not afford Investors the opportunity to vote to approve the Acquisition It should be noted that Shareholders will not have the opportunity to vote on the Acquisition, even if Ordinary Shares are being issued as consideration for the Acquisition. Chapter 10 of the Listing Rules relating to significant transactions will not apply to the Company while the Company has a Standard Listing. No Shareholder approval will be required to complete the Acquisition. The Company may be unable to transition to a Premium Listing following the Acquisition Although the Company is not currently eligible for a Premium Listing under Chapter 6 of the Listing Rules, following the Acquisition, the Directors intend to seek a Premium Listing for the Company (as enlarged by the Acquisition) on the Official List, subject to meeting the eligibility criteria. The nature of target businesses the Company is likely to consider acquiring, which may include emerging market companies with limited track records and under-developed internal systems and controls, could raise particular challenges for the Company to achieve eligibility for a Premium Listing. There can be no guarantee that the Company will meet such eligibility criteria or that a transition to a Premium Listing will be achieved. In addition there may be a delay, which could be significant, between the completion of the Acquisition and the date upon which the Company is able to seek or achieve a Premium Listing. If the Company does not achieve a Premium Listing, the Company will not be obliged to comply with the higher standards of corporate governance or other requirements which it would be subject to upon achieving a Premium Listing and, for as long as the Company continues to have a Standard Listing, it will be required to continue to comply with the lesser standards applicable to a company with a Standard Listing. This would include a period of time after the Acquisition where the Company could be operating a substantial business but would not need to comply with such higher standards. In addition, an inability to achieve a Premium Listing will prohibit the Company from gaining a FTSE indexation and may have an adverse effect on the valuation of the Ordinary Shares. Further details regarding the differences in the protections afforded by a Premium Listing as against a Standard Listing are set out in the section entitled "Consequences of a Standard Listing" on page 32. If the UK Listing Authority determines that there is insufficient information in the market about the Acquisition which the Company proposes to make, it will suspend the listing of the Ordinary Shares. Suspension of the Company's shares due to insufficient information, or cancellation following completion of a reverse takeover, will reduce liquidity in the Ordinary Shares, potentially for a significant period of time, and may adversely affect the price at which a Shareholder can sell them While the Company will not be subject to the requirements of Chapter 10 of the Listing Rules, the UK Listing Authority retains a general power to suspend a company's securities where it considers it necessary to protect investors. The UK Listing Authority may decide to exercise such power where the

(i) 4 (iii) 2 PR 2.2.10(3)

28

Company undertakes a transaction which, because of the comparative size of the Company and any target, would be a reverse takeover under the Listing Rules. The Listing Rules provide that generally when a reverse takeover is announced or leaked, there will be insufficient information in the market about the proposed transaction and the listed company will be unable to assess accurately its financial position and inform the market appropriately, so suspension of trading in the listed company's securities will often be appropriate. The UK Listing Authority has stated in public non-binding commentary that it will have regard to: (i) whether a target company is listed or trading elsewhere; (ii) the quality of the information that is available; and (iii) whether the issuer is able to fill any information gap at the time of announcing the terms of the transaction (generally by publishing a prospectus in relation to the enlarged group at the same time) in determining whether suspension is appropriate. Applying the UK Listing Authority's current, public non-binding commentary, the Company would only expect this to be the case if the transaction it was contemplating related to a target company which was not listed or trading elsewhere and the transaction became public prior to the time in which the Company was able to fill the information gap regarding its financial position. However, even if the target company was listed or trading elsewhere, the Company could still be suspended unless the UK Listing Authority was comfortable that there was sufficient information in the market on the proposed target company. If information regarding a significant proposed transaction were to leak to the market, or the Board considered that there were good reasons for announcing the transaction at a time when it is unable to provide the market with sufficient information regarding the impact of the Acquisition on its financial position, the UK Listing Authority could suspend the Company's listing. Any such suspension would be likely to continue until sufficient financial information on the transaction is made public. Depending on the nature of the transaction (or proposed transaction) and the stage at which it is leaked or announced, it may take a substantial period of time to compile the relevant information, particularly where a target does not have financial or other information readily available which is comparable with the information a listed company would be expected to provide, and the period during which the Ordinary Shares would be suspended may therefore be significant. Furthermore, the Listing Rules provide that the UK Listing Authority will generally cancel the listing of a listed company's securities when it completes a reverse takeover. If the UK Listing Authority decided to cancel the Company's listing in such circumstances, the Company would expect to seek the simultaneous re-admission to listing at the time of completion of any such acquisition but there is no guarantee that such re-admission would be granted. A suspension or cancellation of the Company's Ordinary Shares would materially reduce liquidity in such shares which may affect an Investor's ability to realise some or all of its investment and/or the price at which such Investor can effect such realisation. The pre-emption rights in the Articles of the Company have been disapplied to facilitate the Acquisition and related transactions, and the Company may be required to raise cash through issuing substantial additional equity to complete the Acquisition, which may dilute percentage ownership of a Shareholder and the value of its Ordinary Shares Although the Company will receive the Net Proceeds from the Placing, the Directors, advised by the Adviser, believe that further equity capital raisings may be required by the Company in order to complete the Acquisition, which may be substantial. The pre-emption rights contained in the Articles have been disapplied for Shareholders in respect of the issuance of Ordinary Shares for non-cash consideration, to facilitate the Acquisition. If the Company does offer its Ordinary Shares as consideration in making the Acquisition, depending on the number of Ordinary Shares offered and the value of such Ordinary Shares at the time, the issuance of such Ordinary Shares could materially reduce the holders' of existing Ordinary Shares percentage ownership in the Company and also dilute the value of Ordinary Shares held by such Shareholders at the time. If a target has a large shareholder, the Company's issue of Ordinary Shares may result in such shareholder subsequently holding a large stake in the Company, which may, in turn, enable it to exert significant influence in the Company. The pre-emption rights contained in the Articles have also been disapplied in relation to the issue of Ordinary Shares for cash pursuant to the Placing and subsequently in connection with (a) the allotment of Ordinary Shares for cash or otherwise up to an aggregate nominal amount of 10 per cent. of the nominal value of the issued Ordinary Shares (as at the close of the first Business Day following Admission), (b) the allotment of equity securities for the purposes of, or in connection with, the

29

restructuring or refinancing of any debt or other financial obligation of or relating to (including any debt or financial obligations owed or guaranteed by, or secured against the assets of) the Company or any other company, business or asset directly or indirectly held by the Company or in which the Company has a direct or indirect interest, (c) allotments of Ordinary Shares where such Ordinary Shares have been offered to holders of existing Ordinary Shares subject to various prescribed exclusions, (d) the allotment of Ordinary Shares to satisfy the exchange of the Founder Shares and Founder Securities and (e) the allotment of Ordinary Shares pursuant to any exercise of the Share Matching Award. See paragraph 3.5 of "Part VIII ­ Additional Information" for further details. The disapplication of pre-emption rights could cause a Shareholder's percentage ownership in the Company to be reduced and the issuance of Ordinary Shares, or, as the case may be, other equity securities could also dilute the value of Ordinary Shares held by such Shareholder. See also the risk factor entitled "The Company may be subject to restrictions in offering its Ordinary Shares as consideration for the Acquisition or may have to provide alternative consideration which may have an adverse effect on its operations" on page 14 in respect of the risks associated with non-cash offers by the Company. See also the risk factor entitled "The Company may be required to issue additional Ordinary Shares (and/or may elect to pay cash) pursuant to the terms of the Founder Shares and the Founder Securities which may dilute existing Ordinary Shareholders" on page 26. Investors may not be able to realise returns on their investment in Ordinary Shares within a period that they would consider to be reasonable Investments in Ordinary Shares may be relatively illiquid. There may be a limited number of Shareholders and this factor, together with the number of Ordinary Shares to be issued pursuant to the Placing, may contribute to infrequent trading in the Ordinary Shares on the London Stock Exchange and volatile Ordinary Share price movements. Investors should not expect that they will necessarily be able to realise their investment in Ordinary Shares within a period that they would regard as reasonable. Accordingly, the Ordinary Shares may not be suitable for short-term investment. Admission should not be taken as implying that there will be an active trading market for the Ordinary Shares. Even if an active trading market develops, the market price for the Ordinary Shares may fall below the Placing Price (or below the Adjusted Issue Price). Dividend payments on the Ordinary Shares are not guaranteed and the Company does not intend to pay dividends prior to the Acquisition The Company intends to pay dividends on the Ordinary Shares following (but not before) the Acquisition, at such times (if any) and in such amounts (if any) as the Board determines appropriate, but will be principally reliant upon dividends received on shares held by it in the Subsidiary in order to do so. Payments of such dividends will be dependent on the availability of distributable reserves. The Company can therefore give no assurance that it will be able to pay dividends going forward or as to the amount of such dividends, if any. A prospective Investor's ability to invest in the Ordinary Shares or to transfer any Ordinary Shares that it holds may be limited by certain ERISA, US Tax Code and other considerations The Company will use commercially reasonable efforts to restrict the ownership and holding of its Ordinary Shares so that none of its assets will constitute "plan assets" under the Plan Assets Regulations. The Company intends to impose such restrictions based on deemed representations. However, the Company cannot guarantee that Ordinary Shares will not be acquired by Plan Investors (as defined in "Certain ERISA Considerations" in "Part IX ­ Notices to Investors"). If the Company's assets were deemed to be plan assets of an ERISA Plan (as defined in "Certain ERISA Considerations" in "Part IX ­ Notices to Investors"): (i) the prudence and other fiduciary responsibility standards of ERISA would apply to assets of the Company; and (ii) certain transactions, including transactions that the Company may enter into, or may have entered into, in the ordinary course of business might constitute or result in non-exempt prohibited transactions under section 406 of ERISA or section 4975 of the US Tax Code and might have to be rescinded. A non-exempt prohibited transaction, in addition to imposing potential liability on fiduciaries of the ERISA Plan, may also result in the imposition of an excise tax on "parties in interest" (as defined in ERISA) or "disqualified persons" (as defined in the US Tax Code), with whom the ERISA Plan engages in the transaction. Governmental plans, certain church plans and non-US plans, while not subject to Part 4 of Subtitle B of Title I of ERISA, section 4975 of the 30

(i) 20.7

US Tax Code, or the Plan Asset Regulations, may nevertheless be subject to other state, local, non-US or other regulations that have similar effect. See "For the attention of United States investors" and "Certain ERISA Considerations" in "Part IX ­ Notices to Investors" for a more detailed description of certain ERISA, US Tax Code and other considerations relating to an investment in the Ordinary Shares. However, these remedies may not be effective in avoiding characterisation of the Company's assets as "plan assets" under the Plan Assets Regulations and, as a result, the Company may suffer the consequences described above. Transfer restrictions for Shareholders in the United States may make it difficult to resell the Ordinary Shares or may have an adverse impact on the market price of the Ordinary Shares The Ordinary Shares have not been registered in the United States under the Securities Act or under any other applicable securities laws and are subject to restrictions on transfer contained in such laws. There are additional restrictions on the resale of Ordinary Shares by Shareholders who are in the United States and on the resale of Ordinary Shares by any Shareholders to any person who is in the United States. These restrictions will make it more difficult to resell the Ordinary Shares in many instances and this could have an adverse effect on the market value of the Ordinary Shares. There can be no assurance that Shareholders in the United States will be able to locate acceptable purchasers or obtain the required certifications to effect a sale. Prospective Shareholders should refer to "For the attention of United States Investors ­ Selling and transfer restrictions" in "Part IX ­ Notices to Investors" for further information. The ability of Shareholders to bring actions or enforce judgments against the Company or the Directors, and against the Adviser or Sub-Adviser, may be limited The ability of a Shareholder to bring an action against the Company may be limited under law. The Company is a limited company incorporated in Jersey. The rights of holders of Ordinary Shares are governed by Jersey law and by the Articles. These rights may differ from the rights of shareholders in companies incorporated in England or other jurisdictions. A Shareholder may not be able to enforce a judgment against some or all of the Directors and executive officers. Consequently, it may not be possible for a Shareholder to effect service of process upon the Directors and executive officers within the Shareholder's country of residence or to enforce against the Directors and executive officers judgments of courts of the Shareholder's country of residence based on civil liabilities under that country's securities laws. There can be no assurance that a Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than Jersey against the Directors or executive officers who are residents of a country other than those in which judgment is made. In addition, the courts in Jersey, or elsewhere, may not impose civil liability on the Directors or executive officers in any original action based solely on foreign securities laws brought against the Company or the Directors in a court of competent jurisdiction in Jersey or another country. Jersey law limits the circumstances under which shareholders of companies may bring derivative actions, and, in most cases, only the Company can bring an action in respect of any wrongful act committed against it. Neither an individual shareholder nor any group of shareholders has any right of action in such circumstances. In addition, Jersey law does not afford appraisal rights to dissenting shareholders in the form typically available to shareholders of a US corporation. In addition, a Shareholder of the Company will not be able to assert a claim or bring an action directly against the Adviser (through the General Partner) or the Sub-Adviser, and it may not be possible for a Shareholder to effect service of process upon the Adviser (through the General Partner) or the SubAdviser, or any of their respective partners or members, within the Shareholder's country of residence or to enforce against such persons judgments of courts of the Shareholder's country of residence based on civil liabilities under that country's securities laws. Even if an action or enforcement of a judgment against the Adviser (through the General Partner) or Sub-Adviser were successful, the indemnification arrangements under the Advisory Agreement and the Sub-Advisory Agreement may give rise to legal claims for indemnification by the Adviser or Sub-Adviser, as applicable, which indemnity claims may be adverse to the Company and its Shareholders.

31

CONSEQUENCES OF A STANDARD LISTING

Application will be made for the Ordinary Shares to be admitted to listing on the Official List pursuant to Chapter 14 of the Listing Rules, which sets out the requirements for Standard Listings. The Company intends to comply with the Listing Principles set out in Chapter 7 of the Listing Rules notwithstanding that they only apply to companies which obtain a Premium Listing on the Official List. The Company is not, however, formally subject to such Listing Principles and will not be required to comply with them by the UK Listing Authority. In addition, while the Company has a Standard Listing, it is not required to comply with the provisions of, among other things: · Chapter 8 of the Listing Rules regarding the appointment of a listing sponsor to guide the Company in understanding and meeting its responsibilities under the Listing Rules in connection with certain matters. The Company has not and does not intend to appoint such a sponsor in connection with the Placing and Admission; Chapter 10 of the Listing Rules relating to significant transactions. It should be noted therefore that the Acquisition will not require Shareholder consent, even if Ordinary Shares are being issued as consideration for the Acquisition; Chapter 11 of the Listing Rules regarding related party transactions. Nevertheless, the Company will not enter into any transaction which would constitute a "related party transaction" as defined in Chapter 11 of the Listing Rules without the specific prior approval of the Independent NonExecutive Directors (each of whom, in the Board's opinion, is independent of the Adviser and the Sub-Adviser, for the purposes of the Corporate Governance Code); Chapter 12 of the Listing Rules regarding purchases by the Company of its Ordinary Shares. However Shareholder authority is required in order for a company to buy back its shares under Part 11 of the Jersey Companies Law and the Company has adopted a policy consistent with the provisions of Listing Rules 12.4.1 and 12.4.2, whereby: (i) the Board intends to seek Shareholder authority annually to purchase in the market up to 10 per cent. of the Ordinary Shares in issue from time to time; (ii) unless a tender offer is made to all holders of Ordinary Shares, the maximum price to be paid per Ordinary Share pursuant to any such purchase must not be more than the higher of: (a) 105 per cent. of the average of the middle market quotations for an Ordinary Share taken from the London Stock Exchange's main market for listed securities for the five Business Days before the purchase is made; and (b) the higher of the price of the last independent trade and the highest current independent bid at the time of purchase; and (iii) any purchase by the Company of 15 per cent. or more of its Ordinary Shares at the date of the proposed offer (excluding Ordinary Shares held in treasury) will be effected by way of a tender offer to all Shareholders; and Chapter 13 of the Listing Rules regarding the form and content of circulars to be sent to Shareholders.

·

·

·

·

While the Company is not currently eligible for Premium Listing under Chapter 6 of the Listing Rules, following the Acquisition the Directors intend to seek a Premium Listing for the Company (as enlarged by the Acquisition) on the Official List, subject to meeting the eligibility criteria. If such a transition were possible (and there can be no guarantee that it would be) and the Company decided to move to a Premium Listing, the various Listing Rules highlighted above as rules with which the Company is not required to comply would become mandatory and the Company would comply with the continuing obligations contained within the Listing Rules (and the Disclosure and Transparency Rules) in the same manner as any other company with a Premium Listing. It should be noted that the UK Listing Authority will not have the authority to (and will not) monitor the Company's compliance with any of the Listing Rules which the Company has indicated herein that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company to so comply.

32

IMPORTANT INFORMATION

In deciding whether or not to invest in the New Ordinary Shares, prospective Investors should rely only on the information contained in this document. No person has been authorised to give any information or make any representations other than as contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Directors, the Adviser, the Sub-Adviser, the Founders, or any Placing Agent. Without prejudice to the Company's obligations under the FSMA, Prospectus Rules, Listing Rules and Disclosure and Transparency Rules, neither the delivery of this document nor any subscription made under this document shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information contained herein is correct as at any time after its date. Prospective Investors must not treat the contents of this document or any subsequent communications from the Company, the Adviser, the Sub-Adviser, the Founders, or any Placing Agent or any of their respective affiliates, officers, directors, employees or agents as advice relating to legal, taxation, accounting, regulatory, investment or any other matters. None of the Placing Agents nor any person acting on their behalf makes any representations or warranties, express or implied, with respect to the completeness, accuracy or verification of this document nor does any such person authorise the contents of this document. No such person accepts any responsibility or liability whatsoever for the contents of this document or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Ordinary Shares, the Placing or Admission. Each Placing Agent accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this document or any such statement. None of the Placing Agents nor any person acting on their behalf accepts any responsibility or obligation to update, review or revise the information in this document or to publish or distribute any information which comes to its or their attention after the date of this document, and the distribution of this document shall not constitute a representation by any Placing Agent or any such person that this document will be updated, reviewed or revised or that any such information will be published or distributed after the date hereof. Each of the Placing Agents and any affiliate thereof acting as an Investor for its or their own account(s) may subscribe for, retain, purchase or sell Ordinary Shares for its or their own account(s) and may offer or sell such securities otherwise than in connection with the Placing. The Placing Agents do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any applicable legal or regulatory requirements. This document is being furnished by the Company in connection with an offering exempt from registration under the Securities Act solely to enable prospective Investors to consider the purchase of Ordinary Shares. Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the Ordinary Shares offered hereby is prohibited. Each offeree of the Ordinary Shares, by accepting delivery of this document, agrees to the foregoing. This document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer or invitation to subscribe for or buy, any Ordinary Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation. The distribution of this document and the offering of the Ordinary Shares in certain jurisdictions may be restricted. Accordingly, persons outside the United Kingdom or Jersey into whose possession this document comes are required by the Company and the Placing Agents to inform themselves about, and to observe any restrictions as to the offer or sale of Ordinary Shares and the distribution of, this document under the laws and regulations of any territory in connection with any applications for Ordinary Shares, including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. No action has been taken or will be taken in any jurisdiction by the Company, the Placing Agents, the Adviser or the Sub-Adviser that would permit a public offering of the Ordinary Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this document other than in any jurisdiction where action for that purpose is required.

33

The Company, each Placing Agent, the Adviser and the Sub-Adviser do not accept any responsibility for any violation of any of these restrictions by any other person. The Ordinary Shares have not been and will not be registered under the Securities Act, or under any relevant securities laws of any state or other jurisdiction in the United States, or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares may not be taken up, offered, sold, resold, reoffered, pledged, transferred, distributed or delivered directly or indirectly, within, into or in the United States, Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan or to any US person. The Ordinary Shares have not been approved or disapproved by the SEC, any federal or state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Ordinary Shares or confirmed the accuracy or determined the adequacy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A 22 TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. Available information The Company is not subject to the reporting requirements of section 13 or 15(d) of the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). For so long as any Ordinary Shares are "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act, the Company will, during any period in which it is neither subject to section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to rule 12g3-2(b) thereunder, provide, upon written request, to holders of Ordinary Shares, any owner of a beneficial interest in Ordinary Shares or any prospective purchaser designated by such holder or owner, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Enforcement of judgments The Company is incorporated and the Adviser is established under the laws of Jersey. The Sub-Adviser is incorporated under the laws and England and Wales. Most of the directors of the Company, and all the Founders, the partners in the Adviser and the members in the Sub-Adviser are not citizens or residents of the United States. As a result, it may not be possible for Investors to effect service of process within the United States upon the Company, the Adviser (through the General Partner) or the Sub-Adviser or certain of their respective directors, partners and members (including the Founders), or to enforce judgments obtained against the Company, the Adviser (through the General Partner) or the Sub-Adviser or certain of their respective directors (including the Founders) in US courts, including, without limitation, judgments based upon the civil liability provisions of the US federal securities laws or the laws of any state or territory within the United States. There is doubt as to the enforceability in Jersey, in original actions or in actions for enforcement of United States court judgments, of civil liabilities predicated solely upon US federal securities laws. In addition, awards for punitive damages in actions brought in the United States or elsewhere may be unenforceable in Jersey. Data protection The information that a prospective Investor provides in documents in relation to a subscription for New Ordinary Shares or subsequently by whatever means which relates to the prospective Investor (if it is an

34

individual) or a third party individual ("personal data") will be held and processed by the Company in compliance with the relevant data protection legislation and regulatory requirements of Jersey. The Company may delegate certain administrative functions in relation to the Company to third parties and will require such third parties to comply with data protection and regulatory requirements of any jurisdiction in which data processing occurs. Such information will be held and processed by the Company (or any third party, functionary or agent appointed by the Company) for the following purposes: (a) (b) (c) (d) verifying the identity of the prospective Investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures; carrying out the business of the Company and the administering of interests in the Company; meeting the legal, regulatory, reporting and/or financial obligations of the Company in Jersey, the United Kingdom or elsewhere; and disclosing personal data to other functionaries of, or advisers to, the Company to operate and/or administer the Company.

Where appropriate it may be necessary for the Company (or any third party, functionary or agent appointed by the Company) to: (a) (b) disclose personal data to third party service providers, agents or functionaries appointed by the Company to provide services to prospective Investors; and transfer personal data outside of the EEA to countries or territories which do not offer the same level of protection for the rights and freedoms of prospective Investors as Jersey or the United Kingdom.

If the Company (or any third party, functionary or agent appointed by the Company) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant personal data are disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such personal data. In providing such personal data Investors will be deemed to have agreed to the processing of such personal data in the manner described above. Prospective Investors are responsible for informing any third party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions. Selling and transfer restrictions Prospective Investors should consider (to the extent relevant to them) the notices to residents of various countries set out in "Part IX ­ Notices to Investors". Investment considerations In making an investment decision, prospective Investors must rely on their own examination of the Company, this document and the terms of the Placing, including the merits and risks involved. The contents of this document are not to be construed as advice relating to legal, financial, taxation, investment decisions or any other matter. Prospective Investors should inform themselves as to: · · · the legal requirements within their own countries for the purchase, holding, transfer or other disposal of the Ordinary Shares; any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of the Ordinary Shares which they might encounter; and the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of the Ordinary Shares. Prospective Investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.

35

An investment in the Company should be regarded as a long-term investment. There can be no assurance that the Company's objective will be achieved. It should be remembered that the price of the Ordinary Shares, and any income from such Ordinary Shares, can go down as well as up. This document should be read in its entirety before making any investment in the Ordinary Shares. All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Articles of Association of the Company, which prospective Investors should review. The Ordinary Shares are only suitable for acquisition by a person who: · · has a significantly substantial asset base such that would enable the person to sustain any loss that might be incurred as a result of acquiring the Ordinary Shares; and is sufficiently financially sophisticated to be reasonably expected to know the risks involved in acquiring the Ordinary Shares.

Neither the Company's activities nor the activities of any functionary of the Company (including, in particular, the activities of the Adviser and the Sub-Adviser) are subject to all of the provisions of the Financial Services (Jersey) Law 1998. In particular, neither the Adviser nor the Sub-Adviser is a `registered person' for the purposes of (and as defined in) the Financial Services (Jersey) Law 1998. Forward-looking statements This document includes statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the document and include statements regarding the intentions, beliefs or current expectations of the Company, the Board and the Founders concerning, among other things: (i) the Company's objective, acquisition and financing strategies, results of operations, financial condition, capital resources, prospects, capital appreciation of the Ordinary Shares and dividends; (ii) future deal flow and implementation of active management strategies; and (iii) trends in the resources sector. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in this document. In addition, even if the Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to: · · · · · · · · the Adviser's and the Sub-Adviser's ability to identify suitable acquisition opportunities or the Company's ability to successfully complete an acquisition; the Company's ability to ascertain the merits or risks of a target business' operations; the effectiveness of the operating strategies devised by the Adviser and the Sub-Adviser and the ability of the Company to successfully implement such operating strategies; changes in economic conditions generally and specifically in the resources sector; the Company's ability to deploy the Net Proceeds on a timely basis following Admission; changes in global supply and demand for commodities targeted by the Company within the resources sector, as well as price fluctuations for such commodities; currency exchange rate fluctuations, as well as the success of the Company's hedging strategies in relation to such fluctuations (if such strategies are in fact used); legislative and/or regulatory changes, including changes in taxation regimes; 36

· ·

possible conflicts of interest with the Adviser or the Sub-Adviser; and the continued provision of services by the Adviser or the Sub-Adviser, and their respective ability to attract and retain suitably qualified personnel.

Prospective Investors should carefully review the "Risk Factors" section of this document for a discussion of additional factors that could cause the Company's actual results to differ materially, before making an investment decision. For the avoidance of doubt, nothing in this paragraph constitutes a qualification of the working capital statement contained in paragraph 11 of "Part VIII ­ Additional Information". Forward-looking statements contained in this document apply only as at the date of this document. The information in this document will be updated as required under the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules. Subject to any such obligations under the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. Market data Where information contained in this document has been sourced from a third party, the Company and the Directors confirm that such information has been accurately reproduced and, so far as they are aware and have been able to ascertain from information published by third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Currency presentation Unless otherwise indicated, all references in this document to "British pound sterling", "sterling", "£" or "pounds" are to the lawful currency of the UK; all references to "$", "US$" or "US dollars" are to the lawful currency of the US; and all references to "" or "euro" are to the lawful currency of the Eurozone countries. No incorporation of website The contents of the Company's website (or any other website) do not form part of this document. Stabilisation and Repurchase Option In connection with the Placing, Credit Suisse, as stabilising manager (the "Stabilising Manager") (or any person acting for the Stabilising Manager), may, to the extent permitted by applicable law, effect transactions with a view to supporting the market price of the Ordinary Shares or any options, warrants or rights with respect to, or other interest in, the Ordinary Shares or other securities of the Company, in each case at a level higher than that which might otherwise prevail. Such transactions may be effected on the London Stock Exchange, on over-the-counter markets or otherwise and may be undertaken at any time from the commencement of conditional dealings in the New Ordinary Shares and for 30 days thereafter. There is no assurance that stabilising transactions will be undertaken. Such transactions, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Placing Price. Save as required by any legal or regulatory obligation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any repurchase and/or stabilisation transactions under the Placing. The Company has granted the Stabilising Manager an option (the "Repurchase Option") which is exercisable in whole or in part, upon notice by the Stabilising Manager, from the commencement of conditional dealings in the New Ordinary Shares and for 30 days thereafter. Pursuant to the Repurchase Option, the Stabilising Manager may require the Company to purchase up to 10,000,000 Ordinary Shares held by the Stabilising Manager as a result of stabilisation transactions at the Placing Price. The Company will cancel any Ordinary Shares it acquires pursuant to the exercise of the Repurchase Option. If the Repurchase Option is exercised, the size of the Placing may be reduced by up to 10,000,000 Ordinary Shares and the gross proceeds of the Placing may be reduced by up to £100,000,000. There

(iii) 6.5.3 (iii) 6.5.1 (iii) 6.5.2

37

is no assurance from the Company or the Stabilising Manager that the Repurchase Option will or will not be exercised or as to the extent that it will be used if it is exercised. The Repurchase Option may result in a market price that is higher than would otherwise prevail. Definitions A list of defined terms used in this document is set out in "Part X ­ Definitions" beginning at page 132. Governing law Unless otherwise stated, statements made in this document with respect to legal matters in force in England and Wales, and Jersey, as the case may be, are based on the law and practice currently in force in England and Wales, and Jersey respectively and for company law, the law and practice currently in force in Jersey, and are subject to changes therein.

38

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this document Results of Placing announced Commencement of conditional dealings in Ordinary Shares Admission and commencement of unconditional dealings in Ordinary Shares CREST members' accounts credited in respect of Ordinary Shares in uncertificated form Despatch of definitive share certificates for Ordinary Shares in certificated form by no later than All references to time in this document are to London time unless otherwise stated. 17 June 2011 by 7.00 a.m. on 17 June 2011 8.00 a.m. on 17 June 2011 8.00 a.m. on 22 June 2011 8.00 a.m. on 22 June 2011 6 July 2011

PLACING STATISTICS

Total number of Ordinary Shares in issue following the Placing and Admission1 Placing Price Estimated Net Proceeds of the Placing receivable by the Company (after deduction of transaction costs)2 133,090,002 £10.00 per New Ordinary Share Approximately £1,290,900,000

1

Assuming the Placing is fully subscribed and the issue of 250,000 Ordinary Shares pursuant to the Independent NonExecutive Director Subscription Letters (which does not form part of the Placing) has taken place and subject to the effect of any exercise of the Repurchase Option. Assuming the Placing is fully subscribed and subject to the effect of any exercise of the Repurchase Option, and excluding the additional £20 million invested by the Founders through the subscription of the Founder Shares and the Founder Securities in the Subsidiary which do not form part of the Placing.

2

39

DIRECTORS, AGENTS AND ADVISERS

Directors (all non-executive) Rodney Chase (Independent Non-Executive Chairman) Jim Leng (Senior Independent Non-Executive Director) Sir Graham Hearne, CBE (Independent Non-Executive Director) Ian Domaille Nathaniel Rothschild Tony Hayward Robert Sinclair George Rose (Independent Non-Executive Director) Capita Secretaries Limited 12 Castle Street St. Helier Jersey JE2 3RT Channel Islands Vallares Advisers LP 12 Castle Street St. Helier Jersey JE2 3RT Channel Islands Vallar LLP 27 St. James's Place London SW1A 1NR Credit Suisse Securities (Europe) Limited One Cabot Square London E14 4QJ J.P. Morgan Securities Ltd. 125 London Wall London EC2Y 5AJ Evolution Securities Ltd 100 Wood Street London EC2V 7AN PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH Capita Registrars (Jersey) Limited 12 Castle Street, St. Helier, Jersey JE2 3RT Channel Islands Freshfields Bruckhaus Deringer LLP 65 Fleet Street London EC4Y 1HS

(i) 2.1 (i) 23.1 (iii) 10.1 (iii) 10.3 (iii) 5.4.2 (iii) 5.4.1 (iii) 5.4.3 (iii) 10.1 (i) 5.1.4 (i) 14.1 (i) 1.1 (iii) 1.1

Company Secretary Registered Office

Adviser

Sub-Adviser

Global Co-ordinator and Joint Bookrunner

Joint Bookrunner

Co Lead Manager

Auditors and Reporting Accountants

Registrar

Legal advisers to the Company as to English and US law

(iii) 10.1

40

Legal advisers to the Company as to Jersey law

Mourant Ozannes 22 Grenville Street St. Helier Jersey JE4 8PX Channel Islands Linklaters LLP One Silk Street London EC2Y 8HQ

(iii) 10.1

Legal advisers to the Placing Agents as to English and US law

(iii) 10.1

41

PART I INVESTMENT OPPORTUNITY AND STRATEGY

Introduction The Company is a newly established company formed for the purpose of acquiring or establishing a major company, business or asset that has significant operations in the resources sector. The Company may achieve this objective through the acquisition of interests in one or more complementary companies, businesses or assets. Within the resources sector, the Company intends to adopt an oil & gas industry focus, but will remain open to other industries should an appropriate investment opportunity present itself. The Company intends to raise gross proceeds of £1,328,400,000 through the Placing (subject to the effect of any exercise of the Repurchase Option). The Board is responsible for the Company's business strategy and its overall supervision, including the approval of the Acquisition. The Company has outsourced all of its operating functions to the Adviser, including the identification and assessment of acquisition opportunities, the structuring and execution of the Acquisition and determination and execution of strategy for the acquired companies, businesses or assets. The Adviser has, in turn, appointed the Sub-Adviser to assist it in the provision of services to the Company. The Vallares team is led by the Founders, being Nathaniel Rothschild, Tony Hayward, Tom Daniel and Julian Metherell. See "Terms of appointment of the Adviser and the Sub-Adviser" in "Part III ­ The Company, Its Board and the Acquisition Structure" for further details of these arrangements. The structure of the Company and the Subsidiary and their relationship with the Founders, the Adviser and the Sub-Adviser is largely based on the proven model of Vallar PLC, which successfully raised gross proceeds of £707 million in July 2010 in an initial public offering and within 10 months had invested the proceeds thereof in its target sector. The value opportunity The Directors believe that increasing global industrialisation and urbanisation, particularly in Asia (outside Japan) and the emerging markets, is likely to lead to increased global demand for commodities. At the same time, the Directors believe that the supply of commodities will be constrained by insufficient investment to keep pace with increased demand and by exploration and development challenges, which are likely in each case to generate sustained inflation in commodity pricing. The Directors consider these dynamics to be particularly apparent in the oil & gas industry. In recent years, the oil & gas industry has become significantly consolidated. Such consolidation has resulted in the acquisition of many mid-sized companies and the domination of the industry by a small number of non-state owned, vertically integrated companies (commonly known as the "oil majors" or "majors") and national oil companies. However, many valuable resource assets have been acquired by non-majors, which often do not have access to capital or sufficient know-how to realise their development potential, especially in an increasingly complex technical environment. Many of these businesses have a bias towards exploration and development assets, so consequently do not have sufficient producing assets to benefit from the high oil prices in order to de-lever their balance sheets. Other parts of the resources sector demonstrate similar characteristics. Accordingly, the Directors believe that the resources sector, and especially the oil & gas industry, presents multiple attractive investment opportunities. These include the opportunity to acquire privately owned resource businesses, or illiquid emerging market listed entities without the `know-how' or capital to unlock the value of their resource assets. Business strategy and execution The Company intends to acquire or establish, whether through a single transaction or a series of related or connected transactions, a major company, business or asset that has significant operations in the

42

resources sector with an aggregate Enterprise Value of between £3 billion and £8 billion, although an opportunity with a smaller or larger Enterprise Value may be considered. The Company aims to achieve its objective through the identification and acquisition of interests in companies, businesses or assets where the existing owners are attracted to the Vallares proposition, namely the opportunity to hold an ownership interest in a London listed company, with cash, access to capital and the "know-how" to unlock the value of their acquired resource assets. The Company aims to generate value for Shareholders by focussing on opportunities where there is less visibility on transaction pricing due to a combination of context and geography. Business strategy ­ context In terms of context, the Company intends to focus on acquiring operating businesses or assets where value is trapped by virtue of a capital or expertise deficit. The Directors believe such trapped value may often occur in family controlled businesses, companies with complex or diverse ownership structures, as well as bank-controlled assets. The Company can provide liquidity to owners, as well as management expertise to make any necessary management changes within the target which could potentially unlock further value. The Directors consider this flexibility to be particularly attractive to owners who wish to remain involved in, and participate in the future of, a target. Business strategy ­ geography and sector focus In terms of geography, the Company intends to focus primarily on emerging and under-developed geographic regions where the Founders collectively have prior knowledge and experience. These include Russia, the CIS region, the Middle East, Africa, Asia and Latin America. However the Company will not exclude other geographic regions where an opportunity presents an appropriate investment proposition. Similarly, while the Company intends to adopt an oil & gas focus, it will also remain open to opportunities in other commodities in the resources sector should an appropriate investment opportunity present itself. Execution Although the Company anticipates that it will acquire the whole voting control and equity interest of any target company or business, it may consider acquiring an interest constituting less than the whole voting control or the entire equity interest if such opportunity is sufficiently attractive or where the Company would acquire sufficient influence to be able to implement its strategy. The Company intends to leverage the Founders' extensive and complementary network of contacts across the resources industry and experience of investing in and operating businesses in emerging and under-developed markets, to access a number of quality acquisition opportunities. The Company and Founders will assemble high calibre transaction and operating teams to conduct due diligence on targets and structure and execute the Acquisition and the high quality Board of Directors will apply discipline to transaction selection. The Board will only approve an Acquisition if it believes that the terms of the Acquisition offer an opportunity to holders of the Ordinary Shares to receive attractive returns. Shareholders will not be asked to approve the Acquisition. The Founders are incentivised to reach an attractive level of returns through a substantial investment in the equity of the Company and the Subsidiary, amounting to £100 million in aggregate, and the Performance Condition which must be reached to realise the value of the Founder Securities held (directly or indirectly) by them. See paragraph 4.4 of "Part VIII ­ Additional Information" in relation to the Founder Securities. For further details of the acquisition process see "The Acquisition Process" in "Part II ­ The Founders, the Adviser and the Sub-Adviser". Following completion of the Acquisition, the Company intends to implement a strategy designed to maximise value by optimising the capital structure of the acquired business(es), implementing disciplined operational improvements and strengthening management, including through the services of Messrs. Hayward and Metherell who may assume executive roles. The Company may also undertake targeted investments within the operations of the acquired business(es) and pursue strategic "bolt-on" acquisitions to increase the scale of the Company's operating business.

43

The Company's competitive strengths The Directors believe that the Company should be well placed to compete against other market participants in the resources sector on the basis of the following competitive advantages: · the Founders collectively have a strong track record of operating in emerging and under-developed markets and a significant understanding of the resources sector. See "The Founders" in "Part II ­ The Founders, the Adviser and the Sub-Adviser" for further details; the Founders, particularly Messrs. Rothschild and Hayward, have an extensive network of relationships with the key decision-makers and owners of potential targets across different commodities in the resources sector; Messrs. Rothschild and Daniel have proven experience in creating value for shareholders, most recently with the similarly structured Vallar PLC, and Messrs. Hayward and Metherell have extensive experience in executing and structuring transactions in the oil & gas industry, in each case as further detailed in "The Founders" in "Part II ­ The Founders, the Adviser and the Sub-Adviser"; the Company has considerable flexibility in how it will be able to finance the consideration for the Acquisition, which will include the Net Proceeds, representing a substantial amount of readily available cash, together with the ability to incur indebtedness and/or to issue additional listed equity (whether to raise additional cash or as transaction consideration); and the Company will have a decision-making structure that should provide it with the ability to evaluate opportunities quickly and efficiently. As explained in "Part III ­ The Company, its Board and the Acquisition Structure", the Company will not be required to seek shareholder approval in order to complete the Acquisition, but the Acquisition will be subject to approval by the Board including by a majority of the Independent Non-Executive Directors. The Directors believe this constitutes a key competitive advantage in negotiating and structuring a transaction.

·

·

·

·

Use of proceeds The Company's intention is to use the Net Proceeds of the Placing to fund the Acquisition and to improve the acquired business(es) (which may include additional "bolt-on" acquisitions as well as operational improvements). Prior to the completion of the Acquisition, the Company and the Subsidiary will invest or deposit the Net Proceeds in sterling denominated money market instruments, government securities, commercial paper, asset backed commercial paper, corporate bonds and/or deposits with commercial banks. Each of these instruments or commercial banks will be no less than AA- rated at the time of investment or deposit. Prior to completion of the Acquisition, a portion of the gross proceeds of the Placing will be used for ongoing corporate purposes, including to pay the expenses of the Placing (as further described at paragraph 20.7 of "Part VIII ­ Additional Information") and the Company's ongoing costs and expenses (as further described in "Part II ­ The Founders, the Adviser and the Sub-Adviser" and "Part VIII ­ Additional Information"), including directors' fees, due diligence costs, the Adviser's fees and other costs of sourcing, reviewing and pursuing the Acquisition (including, indirectly, the annual sub-adviser fees payable to the Sub-Adviser under the Sub-Advisory Agreement by the Adviser out of its annual advisory fee payable by the Company under the Advisory Agreement). For further details regarding the use of the Net Proceeds prior to the Acquisition, please see "Deposit or Investment of Net Proceeds Pending Acquisition" in "Part V ­ Share Capital, Liquidity and Capital Resources and Accounting Policies". Capital and returns management The Company intends to raise gross proceeds of £1,328,400,000 from the Placing (subject to the effect of any exercise of the Repurchase Option). Further equity capital raisings may be undertaken by the Company as it pursues its objectives. The amount of any such additional equity to be raised, which could be substantial, will depend on the nature of the acquisition opportunities which arise and the form of consideration the Company uses to make the Acquisition, so cannot be determined with any certainty at this time.

44

The Company expects that returns for Shareholders will derive primarily from capital appreciation of the Ordinary Shares and any dividends paid pursuant to the Company's dividend policy set out below. The Articles include pre-emption rights in favour of existing Shareholders which have been disapplied in relation to the issue of Ordinary Shares for cash pursuant to the Placing and subsequently for non-cash consideration or in connection with (a) the allotment of Ordinary Shares for cash or otherwise up to an aggregate nominal amount of 10 per cent. of the nominal value of the issued Ordinary Shares (as at the close of the first Business Day following Admission), (b) the allotment of equity securities for the purposes of, or in connection with, the restructuring or refinancing of any debt or other financial obligation of or relating to (including any debt or financial obligations owed or guaranteed by, or secured against the assets of) the Company or any other company, business or asset directly or indirectly held by the Company or in which the Company has a direct or indirect interest, (c) allotments of Ordinary Shares where such Ordinary Shares have been offered to holders of existing Ordinary Shares subject to various prescribed exclusions, (d) the allotment of Ordinary Shares to satisfy the exchange of the Founder Shares and Founder Securities and (e) the allotment of Ordinary Shares pursuant to any exercise of the Share Matching Award. Otherwise, Shareholders will have pre-emption rights which will generally apply in respect of future issues of Ordinary Shares for cash. See paragraph 3.5 of "Part VIII ­ Additional Information" for further details. The Company intends to seek an annual authority from its Shareholders to make market purchases of up to 10 per cent. of its issued Ordinary Shares. The Company would only effect purchases under this authority if the Directors believe that such purchases would improve Shareholder value. The Company currently has authority, effective until the earlier of 30 November 2012 and the conclusion of its next annual general meeting (expected to be held by 30 September 2012), to purchase in the market up to 10 per cent. of its issued share capital following Admission. See paragraph 3.6 of "Part VIII ­ Additional Information" for further details. Investors should note that the purchase of Ordinary Shares by the Company is entirely discretionary and with no expectation or reliance that the Company will make any such purchases. If the Acquisition is not completed before the second anniversary of Admission, then (unless the Acquisition has been previously announced but completes after the second anniversary of Admission or the Company is in active negotiations relating to the Acquisition which is announced shortly after the second anniversary of Admission and subsequently completes) the Board will recommend to Shareholders either that the Company be wound up by Special Resolution (in order to return to Shareholders the Priority Return Sum and any other remaining distributable assets) or that the Company continue to pursue the Acquisition for a further year. The Board's recommendation will then be put to a Shareholder vote. If the Company is wound up in these circumstances, any return of capital on the Founder Shares and Founder Securities will be subordinated to the payment of the Priority Return Sum to Shareholders. Dividend policy The Company intends to pay dividends on the Ordinary Shares following the Acquisition at such times (if any) and in such amounts (if any) as the Board determines appropriate. The Company's current intention is to retain any earnings for use in its business operations, and the Company does not anticipate declaring any dividends in the foreseeable future. The Company will only pay dividends to the extent that to do so is in accordance with all applicable laws. Corporate governance In order to implement its business strategy, the Company has adopted a corporate governance structure more fully outlined in "Part II ­ The Founders, the Adviser and the Sub-Adviser" and "Part III ­ The Company, its Board and the Acquisition Structure". The key features of this structure are: · a wholly non-executive board with four Independent Non-Executive Directors. The Company intends to appoint an additional Independent Non-Executive Director so that the Board comprises a majority of Independent Non-Executive Directors. The Board, including its Independent Non-Executive Directors, is knowledgeable and experienced and has extensive experience of making international acquisitions and exposure to the resources sector, as well as operational expertise within the oil & gas industry. The Board has a separate Audit and Risk Committee;

(i) 20.7 (iii) 4.5 (iii) 5.1.10

45

·

consistent with the rules applicable to companies with a Standard Listing, shareholder approval is not required in order for the Company to complete the Acquisition. The Company will, however, be required to obtain the approval of the Board, including a majority of the Independent Non-Executive Directors, before it may complete the Acquisition; the Company on a voluntary basis (i) has adopted the Model Code on share dealing and (ii) is (other than in respect of the wholly non-executive composition of the Board and the lack of remuneration and nomination committees) at the date of this document, and at the date of Admission will be, in compliance with the relevant provisions of the Corporate Governance Code as disclosed in this Prospectus. Compliance with the provisions of the Model Code is being undertaken on a voluntary basis while the Company has a Standard Listing. As such, the FSA will not have the authority to monitor the Company's voluntary compliance with the Model Code or to impose sanctions in respect of any breaches. For information about the corporate governance requirements for the Standard Listings compared to Premium Listings, see "Consequences of a Standard Listing" on page 32; and following the Acquisition, the Company intends to seek a Premium Listing. If the Company is successful in obtaining a Premium Listing, further rules will apply to the Company under the Listing Rules and Disclosure and Transparency Rules and the Company will be obliged to comply with the Model Code and to comply with or explain any derogation from the Corporate Governance Code.

·

·

The Company aims to comply with established "best practice" in management and corporate governance in each jurisdiction in which it has or will have operations. Environmental, ethical and social responsibility issues and standards will also be taken into full consideration and industry "best practice" applied in such areas as well.

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PART II THE FOUNDERS, THE ADVISER AND THE SUB-ADVISER

Introduction The Directors believe that the Founders, together with the Independent Non-Executive Directors, comprise a knowledgeable and experienced group of professionals with extensive experience of making international acquisitions and more generally of operational improvement in the resources sector. The Founders will provide this knowledge and expertise to the Company through the Adviser and the Sub-Adviser. The Directors further believe that the track records of Messrs. Rothschild and Hayward set out in this section demonstrate their respective abilities to source, structure and complete acquisitions, return value to investors and introduce and complete operational improvements to companies in the resources sector. Acting through the Adviser and the Sub-Adviser, the Founders will bring their extensive experience, skills and expertise to bear, initially in sourcing, evaluating, structuring and executing the Acquisition and subsequently in evaluating, operating and improving the acquired business. Each of the Founders has given a substantial commitment of his exclusivity to the Company and each of Messrs. Hayward and Metherell has given a substantial commitment of his time. The Company will seek to incentivise the Founders in relation to the successful sourcing and completion of the Acquisition, as well as achieving attractive returns to Shareholders. The Founder Incentives (being the Founder Shares and Founder Securities) and the Performance Condition provide incentives to the Founders to achieve returns for investors. These investments and incentives, together with their purchase of 7,999,998 Ordinary Shares in the Placing, align the Founders' interests with those of the other holders of Ordinary Shares. For more information see pages 54 to 55 and 101 to 102. The Founders The Directors believe that the Founders have relevant combined experience obtained over many years in advising, investing and operating across the resources sector to enable the Company to fulfil its objective. The Directors further believe that the Founders collectively have an impressive track record of investing in the sector and delivering positive investment returns and contributing to increased shareholder value through relevant investment and operational experience. In particular, the Directors believe that the Founders have: · · · · · · · an extensive and complementary network and relationships built up over many years across the resources sector; a proven ability to identify value opportunities in the resources sector; an impressive track record in executing successful transactions, completing due diligence and structuring and negotiating of transactions; the ability to identify opportunities at favourable prices, manage and operate businesses well and exit well from investments; in the case of Mr. Rothschild, the ability to generate value over 15 years; in the case of Mr. Hayward, the ability to restructure businesses and deliver operational improvements in the sector; and strong relationships with potential providers of finance (including potential providers of finance by way of bank (or other forms of) debt, securitisation structures and equity) and with financial sponsors.

CESR 138 (i) 14.1 (i) 1.1 (iii) 1.1

The Founders, together with their track records (in the case of Messrs. Rothschild and Hayward), are set out below.

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The Honourable Nathaniel Rothschild, aged 39 Mr. Rothschild's expertise in the resources sector, particularly in emerging markets, will give the Company deep insight into sourcing prospective acquisition targets with the potential for future growth. He has a proven track record over 15 years of generating value and since 2002 has focussed almost exclusively on the resources sector. Mr. Rothschild is the Co-Chairman of Vallar PLC, an Indonesian coal group admitted to trading on the London Stock Exchange, and Chairman of JNR Limited, an investment advisory business primarily focused on emerging markets and the resources sector. In recent years Mr. Rothschild has co-founded and led companies in the fields of money management and investment, and currently serves as CoChairman and Co-Founder of Attara Capital LP (the successor manager to the Atticus European Fund). From 1996 to 2009, Mr. Rothschild held various leadership roles at Atticus Capital LP, most recently as Co-Chairman. By 2007 Atticus had become one of the largest hedge funds in the world, by assets under management. Mr. Rothschild is Chairman of the International Advisory Board of UC Rusal plc, the Hong Kong listed aluminium producer, and Co-chairman of EN+ Group Limited, a privately held company which owns a controlling interest in UC Rusal plc. Mr. Rothschild is also a non-executive director of Barrick Gold Corporation, the world's largest gold company. Mr. Rothschild is an advisory trustee of the Yad Hanadiv Foundation and a member of the Belfer Center's International Council at the John F. Kennedy School of Government at Harvard University and the International Advisory Council of the Brookings Institution. He holds an MA in History from Oxford University. Track record of Mr. Rothschild The Company believes that the personal income and returns generated by Mr. Rothschild from his initial capital at risk as described and presented in this Prospectus covers Mr. Rothschild's most significant advisory and investment activities since 1996, which was the year that Mr. Rothschild acquired an equity interest in and became a partner of Atticus. The Company believes Mr. Rothschild's track record exemplifies his ability to create personal wealth from his hedge fund investing and advising, and acquiring interests in businesses across a range of industries over time but with a focus in the global metals, mining and resources sector since 2002. Mr. Rothschild's principal business activities include his role in founding Vallar PLC and his roles in Atticus and JNR Limited (an advisory business focussed on emerging markets), as well as investments he has made in BR Properties, TriGranit Development Corporation and UC Rusal. Mr. Rothschild's track record is based on his following business activities: Atticus (and related funds managed under Atticus structure). The Atticus hedge fund management group was launched in 1995 and became one of the largest hedge funds by assets under management in 2007. In July 2009, Atticus announced that it had taken the decision to close its funds and return capital to its investors. From 1996 to 2009, Mr. Rothschild held various leadership roles at Atticus Holdings LP (formerly known as Atticus Capital LP), most recently Co-Chairman. Mr. Rothschild was actively involved in developing the business and his role principally included raising capital, identifying investment portfolio managers and identifying opportunities in the metals, mining and resources sector. Mr. Rothschild also held direct personal investments in the Atticus Funds. For purposes of the track record, these activities include the personal income that Mr. Rothschild generated on his equity interest in the general partners of the Atticus funds, and the return on his direct investments in the Atticus funds and in Dryden Capital, a fund of funds partially owned by Mr. Rothschild. BR Properties S.A. BR Properties is one of the leading commercial real estate investment companies in Brazil. BR Properties is focused on acquiring, leasing, managing, developing and selling commercial properties, including office space, industrial warehouses and retail locations. BR Properties listed on the Brazilian Stock Exchange in March 2010. Mr. Rothschild has had an investment in BR Properties since December 2007, which was increased in October 2009. JNR Limited. JNR Limited is a corporate finance advisory company specialising in the emerging markets. Since 2003, JNR Limited has generated income from providing corporate finance advice to clients across the resources sector, arranging investments, and investing on its own behalf. Mr. Rothschild is Chairman of JNR Limited. 48

TriGranit Development Corporation. TriGranit is one of the largest European fully integrated real estate investment, development and management companies, with operations in eight countries in Central and Eastern Europe and a large portfolio of completed and widely recognised assets in prime locations. Mr. Rothschild purchased an interest in TriGranit in June 2005, which was held to June 2009, and was Chairman of the Shareholders Committee of TriGranit. UC Rusal plc. UC Rusal plc is the world's largest producer of aluminium and alumina, employing approximately 72,000 people in 19 countries. UC Rusal plc made its initial public offering on the Hong Kong stock exchange and depositary receipts on Euronext Paris in January 2010. Mr. Rothschild is Chairman of the International Advisory Board of UC Rusal plc. Mr. Rothschild, through one of his investment vehicles, was a cornerstone investor who agreed to subscribe for shares in UC Rusal plc's initial public offering. Vallar PLC. Vallar was an acquisition company founded by Mr. Rothschild and James Campbell that in July 2010 raised gross proceeds of £707 million in an initial public offering on the London Stock Exchange. Vallar was formed to acquire a business with significant operations in the global metals, mining and resources sector. Mr. Rothschild invested a total of £93.7 million in Vallar (£76.2 million in the Ordinary Shares and £17.5 million in Founder Shares and Founder Securities). On 16 November 2010, Vallar announced a transaction which created an Indonesian coal champion. This transaction brought together 25 per cent. of PT Bumi Resources Tbk ("Bumi") and 75 per cent. of PT Berau Coal Energy Tbk ("Berau") for a combined consideration of approximately US$3.0 billion to create a diversified international mining company built around a significant coal production base in Indonesia and a project pipeline of coal, base metals and other minerals across Asia and Africa. The transaction completed on 8 April 2011. As at 16 June 2011, the market capitalisation of Vallar was £2.5 billion. Mr. Rothschild's hedge fund investment and advisory activities, and business interests summarised above, on which he spent the majority of his time between 1996 and early 2011, have generated in excess of $850 million (excluding any value arising from the founder shares and founder securities in Vallar PLC) from initial capital put at risk of approximately $50 million. The Company believes that the track record is representative of the personal wealth created by Mr. Rothschild from his investment and advisory business activities during the relevant period. However, the track record relates to investment and advisory activities that are not directly comparable with the Company's business activities, is presented for illustrative purposes only and is not indicative of the results that Investors should expect to receive from an investment in the Ordinary Shares or the Company's future performance.3 Further, prospective Investors are cautioned that Mr. Rothschild's aggregate personal wealth generation, as shown above, may be greater or lesser than the return that they may earn on an investment in the Company.

3

For more information, see "Risk Factors ­ Risks relating to the Company's Business Strategy ­ The track record of Mr. Rothschild contains certain disclosures and assumptions regarding his investment income and returns, which may not be indicative of the performance of an investment in the Company". The track record is based on financial and accounting records provided by Artemis Trustees Limited (which provides administrative and bookkeeping services for most of Mr. Rothschild's activities and investments) on behalf of Mr. Rothschild and the relevant entities through which he made such investments, including information received from third party service providers to such investment entities, but the track record has not been derived wholly from financial statements subject to an audit or accounting review. Furthermore, because such investment entities largely operated independently of each other, the financial and accounting records were not subject to a single internal control system encompassing all of the investment entities such as those which are present when audited financial statements are produced. Accordingly, there is an inherent possibility that such data, which in addition covers a substantial period of time and involves multiple independent investment entities, may not be complete in all respects. The track record is calculated for the period from January 1996 to 31 March 2011. The track record excludes any value attributable to Mr. Rothschild's investments in the founder securities and founder shares of Vallar PLC. It also excludes both passive investments (where Mr. Rothschild did not actively participate in the initiation of the opportunity or exercise discretionary decision-making authority in relation to the underlying business or investment) and personal interest investments (which individually involved capital at risk of less than $20 million) during such period. The track record includes income, return of initial capital invested and gains from the reinvestment of realised profits and is also stated before taxation. Such estimate also includes a market value of approximately $372 million of unrealised investments as at 31 March 2011 from the reinvestment of previous returns of approximately $277 million. The market value of unrealised investments includes $153 million invested in the ordinary shares of Vallar (from an investment of $116 million), $124 million invested in UC Rusal (from an investment of $101 million), $62 million in BR Properties (from an investment of $36 million), and $32 million in the Attara Fund (from an investment of $25 million). Such unrealised investments may or may not ultimately be realised at their current market values. The track record does not reflect all investments made by Mr. Rothschild during the period, as described above, nor does it reflect due diligence and legal costs incurred on potential investments that were not subsequently consummated. Further, the track record principally includes items (such as advisory fees and returns on hedge fund investments) which are not contemplated to be included in any potential return for Investors in the Company and also includes Mr. Rothschild's income and returns from investments outside the resources sector and encompasses responsibilities that Mr. Rothschild has not undertaken to perform with respect to the Company. Mr. Rothschild's track record, as so calculated for the period ended 31 March 2011, has been presented for illustrative purposes only and investors should note that his historical results may not be indicative of the performance of an investment in the Company.

49

Tony Hayward, aged 54 Mr. Hayward was Group Chief Executive of BP plc from 2007 to 2010 having joined BP in 1982 as a rig geologist in the North Sea. Following a series of technical and commercial roles in Europe, Asia and South America, he returned to London in 1997 as a member of the Upstream Executive Committee. He became Group Treasurer in 2000, Chief Executive for BP's upstream activities and member of the Main Board of BP in 2003. Mr. Hayward is the senior independent director of Glencore International AG, a board member of TNKBP and a member of the European advisory board of AEA, a US private equity LLP. He is also a Fellow of the Royal Society of Edinburgh and holds honorary doctorates from the University of Edinburgh, Aston University and the University of Birmingham. Mr. Hayward studied geology at Aston University in Birmingham and completed a PhD at Edinburgh University. Track record of Mr. Hayward Mr. Hayward joined BP as a rig geologist in 1982. Following a series of technical and commercial roles in London, Paris, China and Glasgow, he became Exploration and Development Manager of BP's Colombian operations in 1992. Between 1992 and 1995, Mr. Hayward oversaw five major discoveries (including Cusiana and Cupiagua) and the increase in production to more than 400mboed. Mr. Hayward became President of BP's operations in Venezuela in 1995. In 1997, Mr. Hayward returned to London to join BP's Upstream Executive Committee where he was responsible for BP's operations in the North Sea, Australia and Alaska and was one of the principal architects of BP's merger with Amoco in 1998. After the merger, Mr. Hayward was responsible for the integration of the upstream business of BP and Amoco and for BPAmoco operations in Azerbaijan, Egypt and the Middle East, Indonesia, Trinidad, Angola and Latin America. In 2000, Mr. Hayward become Group Treasurer and Head of M&A where he was responsible for BP's acquisition of Burmah Castrol, Veba Oil (and the subsequent disposal of the upstream business) and the formation of TNK-BP. In 2002, he became Chief Operations Officer of Exploration and Production and in 2003 Chief Executive of Exploration and Production and a member of the main board of BP plc. As Chief Executive of Exploration and Production, Mr. Hayward oversaw the creation of five new profit centres for BP (Gulf of Mexico, Trinidad, Angola, Azerbaijan and Indonesia) and also served on the board of TNK-BP. Mr. Hayward became Chief Executive of the BP Group in early 2007 and is credited with a significant operational turn-around, reducing overhead costs by $4 billion per annum and improving relative profitability by more than $10 billion per annum. Mr. Hayward also successfully repositioned BP's global portfolio with major new access deals in Libya, Oman, Jordan, Iraq and the acquisition of Devon Energy's international business in Brazil, Azerbaijan and the Gulf of Mexico. In 2010, Mr. Hayward left the board of BP plc and became a director of TNK-BP. Tom Daniel, aged 46 Mr. Daniel is a partner of the Sub-Adviser, a London-based investment management partnership, and has worked with Mr. Rothschild on investments in the private and public markets over the last six years. Most recently Mr. Daniel was involved in the establishment and initial public offering of Vallar PLC together with its acquisition of significant holdings in Indonesia's largest and fifth largest coal producers, Bumi and Berau, which is outlined further in "Track record of Mr. Rothschild" in this Part II. Mr. Daniel has founded and led companies in the fields of investment management and venture capital investment and currently serves as portfolio manager of Rivermede Limited. Rivermede Limited is a long/short equity fund launched in August 2009, which employs multiple investment strategies and has had a particular focus on the resources sector since inception. Prior to founding the Sub-Adviser in 2005, Mr. Daniel held various leadership roles with London-based Schroder Ventures entities4, from 1998 to 2005, including serving as one of five senior officers (designated with the title `General Partner')

4 Schroder Ventures entities refers to a group of companies with firm or trading names that included Schroder Ventures Life Sciences Advisers (UK) Limited and SV Life Sciences Advisers LLP.

50

responsible for two venture capital funds and one London Stock Exchange listed investment trust. From 1994 to 1998, Mr. Daniel was an Associate of Domain Associates and Charles River Ventures, two USbased venture capital management companies. Mr. Daniel holds an MBA from Harvard Graduate School of Business Administration and an MA from Oxford University. Julian Metherell, aged 48 Mr. Metherell is a former partner at Goldman Sachs and former Chief Executive of Goldman Sach's UK investment banking business. Prior to joining Goldman Sachs, Mr. Metherell was a director of Dresdner Kleinwort Benson and Head of its Global Energy and Power Group. He has extensive experience in oil & gas mergers, acquisitions, equity and debt capital raisings and strategic advice in Europe, Central Asia, Russia and the Americas. Mr. Metherell is Chairman of the Royal Opera House Foundation Advisory Counsel and holds an MBA from Cambridge University. Relationship between the Company, the Adviser, the Sub-Adviser and the Founders The Company, pursuant to the Advisory Agreement, has appointed the Adviser to provide certain services, including identifying and recommending potential Acquisition targets for the Directors' evaluation. The Adviser, pursuant to the Sub-Advisory Agreement, has appointed the Sub-Adviser to assist in providing these services to the Company. The Founders will provide their advice to the Company through the Adviser and Sub-Adviser as follows: · Mr. Rothschild will provide his advice through the Adviser. He is the only Active Partner in the Adviser (although as described below, Messrs Hayward and Metherell share an economic interest in the Adviser); Messrs Daniel, Hayward and Metherell will provide their advice through the Sub-Adviser. Each of them is an Active Member of the Sub-Adviser.

·

The Adviser has agreed to seek and take account of the advice of the Sub-Adviser in providing advice to the Company. The Adviser, which is a newly established Jersey limited partnership, has agreed to provide its services exclusively to the Company. The Sub-Adviser, which is an existing limited liability partnership incorporated in England and Wales and authorised and regulated by the FSA, has given service commitments to the Adviser, but is not exclusive to the Adviser. The Sub-Adviser has, and intends to continue to have, clients other than the Adviser and activities other than servicing the account of the Adviser. The Founders have given time commitments and Referral and Exclusivity Undertakings to the Adviser (in the case of Mr. Rothschild) and the Sub-Adviser (in the case of Messrs. Hayward, Daniel and Metherell) which in each case are directly enforceable by the Company. These are described in more detail under the heading "Commitment of the Founders" below. The Company is not a party to the Sub-Advisory Agreement and therefore, as a general matter, it does not have any rights to enforce its terms. Accordingly, the Company is, in part, dependent upon the Adviser's discretion to monitor the Sub-Adviser's performance under, and to enforce, the terms of the Sub-Advisory Agreement. It has however been granted specific rights to enforce the Sub-Adviser's referral obligation and its undertaking to procure that Messrs. Hayward, Daniel and Metherell comply with their Referral and Exclusivity Undertakings and their agreement to follow the Conflicts Procedures. For more information, see "Part III ­ The Company, the Board and the Acquisition Structure ­ Terms of appointment of the Adviser and the Sub-Adviser ­ Sub-Advisory Agreement". The partners of the Adviser are NR Investments Limited (an investment vehicle of Mr. Rothschild), Mr. Hayward, Mr. Metherell, and the General Partner. The economic interests (in per cent.) of the limited partners are in the ratio 50:25:25. The directors of the General Partner are Mr. Rothschild and Robert Sinclair. The Adviser is managed by the General Partner. The Adviser is not required to be registered to conduct its business in relation to the Company and the Subsidiary under the Financial Services (Jersey) Law 1998.

51

The Sub-Adviser was established by Mr. Daniel who serves as its principal member. Commitment of the Founders Commitment of Mr. Rothschild Mr. Rothschild has given an undertaking to the Adviser, which is directly enforceable by the Company, that for so long as he is an Active Partner he will devote all necessary time to assist the Company to research, source, structure and complete the Acquisition. Mr. Rothschild has agreed to serve as an Active Partner until the earliest of (i) completion of the Acquisition, following which he may withdraw as an Active Partner on 12 months' notice; (ii) his removal as a director of the Company; and (iii) the termination of the Advisory Agreement. Where the 12 month notice period applies, Mr. Rothschild shall remain an Active Partner for the duration of that notice period. Mr. Rothschild has also agreed, if requested to do so by the Company, to serve as a Director for not less than 12 months following the Acquisition. Mr. Rothschild has given Referral and Exclusivity Undertakings to the effect that he will (subject to certain exceptions, described below): (i) prior to completion of the Acquisition, subject to applicable confidentiality obligations, refer to the Adviser all transactions or potential transactions of which he becomes aware which fall within the Company's acquisition criteria; not accept any executive office in any business similar to, or that competes with, the business of the Company, the Adviser or the Sub-Adviser; neither directly nor indirectly, solicit (a) any employee of the Adviser or Sub-Adviser, or any senior employee of the Company or of any subsidiary of the Company, to become an employee, member, partner of, or have a substantial business role for the purpose of, any new business or entity he may set up or (b) a client of the Adviser or Sub-Adviser to become a client of such business or entity; and not undertake activities that compete with the Company.

(ii) (iii)

(iv)

The principal exceptions to these Referral and Exclusivity Undertakings are (a) making or advising on investments of less than £50 million each, or without restriction after completion of the Acquisition; (b) continuing existing executive, non-executive, advisory or consultancy roles disclosed in this document; (c) accepting future appointments to non-executive, advisory or consultancy roles where approved by the Conflicts Committee; (d) accepting appointments in relation to personal or family investments or trusts; (e) investments made by or through Mr. Rothschild's private office or the Rothschild family office; and (f) with respect to the Referral and Exclusivity Undertakings in paragraphs (ii) to (iv) above, accepting any office or undertaking any activity which has been authorised by the Conflicts Committee. Mr. Rothschild will be bound by his Referral and Exclusivity Undertakings for so long as he serves as an Active Partner.

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Commitment of Mr. Hayward5 Mr. Hayward has given an undertaking to the Sub-Adviser, which is directly enforceable by the Company, that the activities of the Sub-Adviser will be his principal business activity and will remain so for so long as he serves as an Active Member. Mr. Hayward has agreed to serve as an Active Member until the earliest of (i) completion of the Acquisition, following which he may withdraw as an Active Member on 12 months' notice; (ii) his removal as a director of the Company; and (iii) the termination of the Sub-Advisory Agreement. Where the 12 month notice period applies, Mr. Hayward shall remain an Active Member for the duration of that notice period. Mr. Hayward has given Referral and Exclusivity Undertakings to the effect that he will (subject to certain exceptions, described below): (i) prior to completion of the Acquisition, subject to applicable confidentiality obligations, refer to the Sub-Adviser all transactions or potential transactions of which he becomes aware which fall within the Company's acquisition criteria; not hold any executive position in any business other than the Sub-Adviser; neither directly nor indirectly, solicit (a) any employee of the Adviser or Sub-Adviser, or any senior employee of the Company or of any subsidiary of the Company, to become an employee, member, partner of, or have a substantial business role for the purpose of, any new business or entity he may set up or (b) a client of the Adviser or the Sub-Adviser to become a client of such business or entity; and not undertake activities that compete with the Company.

(ii) (iii)

(iv)

The principal exceptions to these Referral and Exclusivity Undertakings are (a) making or advising on investments of less than £50 million each, or without restriction after completion of the Acquisition; (b) continuing existing non-executive, advisory or consultancy roles disclosed in this document; (c) accepting future appointments to non-executive, advisory or consultancy roles where approved by the Conflicts Committee; (d) accepting appointments in relation to personal or family investments or trusts; and (e) with respect to the Referral and Exclusivity Undertakings in paragraphs (ii) to (iv) above, accepting any office or undertaking which has been authorised by the Conflicts Committee. Mr. Hayward will be bound by his Referral and Exclusivity Undertakings for so long as he serves as an Active Member.

5

On 10 August 2010, a number of lawsuits deriving from the oil spill from the oil rig "Deepwater Horizon" in the Gulf of Mexico (the "Gulf of Mexico oil spill") were transferred and consolidated in the U.S. District Court for the Eastern District of Louisiana located in New Orleans, Louisiana. The Louisiana Multi District Litigation ("Louisiana MDL") includes civil suits filed by individual plaintiffs, local state governments, and the U.S. Department of Justice on behalf of the U.S. Federal Government. The plaintiffs in the Louisiana MDL are seeking relief for, amongst other things, personal injury, wrongful death, property damage and claims under the United States Oil Pollution Act of 1990 and the United States Clean Water Act of 1948. The defendants in the Louisiana MDL include BP Exploration & Production Inc., BP America Production Company and BP p.l.c. In addition to the Louisiana MDL, on 10 August 2010 a number of securities, shareholder derivative and Employee Retirement Income Security Act ("ERISA") related actions were transferred and consolidated in the U.S. District Court for the Southern District of Texas located in Houston, Texas. The Texas Multi District Litigation ("Texas MDL") is led by investors in BP p.l.c. against various defendants (including BP p.l.c. and Mr. Hayward (who until 1 October 2010 was Chief Executive Officer of BP p.l.c.) and certain other officers of BP) concerning, amongst other things, representations made about the adequacy of BP's safety measures and BP's historical safety record. The Company understands that Mr. Hayward has agreed to sit for a single two-day deposition in London in early June 2011 in relation to the Louisiana MDL and that it is possible that Mr. Hayward will also sit for a separate deposition in relation to the Texas MDL. The Company further understands that it is unlikely that Mr. Hayward will sit for any further depositions relating to civil actions brought in respect of the Gulf of Mexico oil spill and that he is unlikely to spend significant time on matters relating to these actions after the initial depositions although it is not possible to determine at this stage how much time Mr. Hayward will ultimately spend on such matters. Although not currently anticipated, it is possible that additional civil actions will be filed in connection with the Gulf of Mexico oil spill. If any such additional civil actions are filed, Mr. Hayward could be required to spend time responding to and defending such actions. The Company is not aware of any criminal or regulatory proceedings against BP p.l.c. or any individuals in connection with the Gulf of Mexico oil spill and the Company understands that criminal charges and regulatory proceedings are unlikely to be brought against Mr. Hayward in the future. Nevertheless, the Company cannot exclude the possibility that U.S. federal or state agencies will pursue criminal charges or regulatory proceedings against Mr. Hayward at some point in the future. In addition, it is possible that in the course of any criminal or regulatory investigation in connection with the Gulf of Mexico oil spill, U.S. federal or state agencies may ask Mr. Hayward to provide documents or testimony, and that in such event Mr. Hayward could be required to spend time responding to such requests.

53

Commitment of Mr. Daniel Mr. Daniel has given an undertaking to the Sub-Adviser, which is directly enforceable by the Company, that for so long as he is an Active Member, he will devote all necessary time to assist the Company to research, source, structure and complete the Acquisition. Mr. Daniel has agreed to serve as an Active Member until the earlier of (i) completion of the Acquisition, following which he may withdraw as an Active Member on 12 months' notice; and (ii) the termination of the Sub-Advisory Agreement. Where the 12 month notice period applies, Mr. Daniel shall remain an Active Member for the duration of that notice period. Mr. Daniel has given Referral and Exclusivity Undertakings on the same terms (and subject to substantially the same exceptions) as Mr. Rothschild. Mr. Daniel will be bound by his Referral and Exclusivity Undertakings for so long as he serves as an Active Member. Commitment of Mr. Metherell Mr. Metherell has given an undertaking to the Sub-Adviser, which is directly enforceable by the Company, that the activities of the Sub-Adviser will be his principal business activity and will remain so for so long as he serves as an Active Member. Mr. Metherell has agreed to serve as an Active Member until the earlier of (i) completion of the Acquisition, following which he may withdraw as an Active Member on 12 months' notice; and (ii) the termination of the Sub-Advisory Agreement. Where the 12 month notice period applies, Mr. Metherell shall remain an Active Member for the duration of that notice period. Mr. Metherell has given Referral and Exclusivity Undertakings on the same terms (and subject to the same exceptions) as Mr. Hayward. Mr. Metherell will be bound by his Referral and Exclusivity Undertakings for so long as he serves as an Active Member. Founder Incentives The Founders will hold Ordinary Shares on the same terms as other Shareholders and will also be incentivised through the Founder Incentives (1) to ensure that the Company completes the Acquisition (through which they can realise the value of their holding in the Founder Shares) and (2) to ensure that the Acquisition provides the opportunity for, and the achievement of, growth of the Company following the Acquisition and to return value for holders of Ordinary Shares (in order to achieve the targets through which the Founders can realise the value of their holding in the Founder Securities ­ the Performance Condition as described below). See "Founder Securities" below in this Part II. Some of the Founder Incentives and Ordinary Shares will be held directly and some will be held through Vallares Capital (acting by its general partner) and/or trusts where a Founder is included among the potential beneficiaries. Founder Shares The Founder Shares are B ordinary shares in the Subsidiary. Following the completion of the Acquisition, the Founder Shares will (i) be capable of exchange for such number of Ordinary Shares as represents (following the issue of Ordinary Shares as a result of such exchange) 6.67 per cent. of the issued Ordinary Share capital of the Company on a fully diluted basis or (ii) be capable of purchase by the Company at its option for cash at an amount equal to the sum of (a) 6.67 per cent. of the market capitalisation of the Company (such market capitalisation being taken as the average market capitalisation for the five Trading Days prior to the exchange date) and (b) 6.67 per cent. of the subscription monies the Company would be entitled to receive in respect of the issue of those Ordinary Shares that would be issued to arrive at a fully diluted basis. The Founder Shares may be exchanged on a single occasion no later than the last Business Day of the sixth month following the month in which the Acquisition is completed (and if not already exchanged, will be deemed exchanged at the end of that period). There are restrictions on transfers of the Founder Shares with exceptions for, among others, transfers to Vallares Capital, limited partners of Vallares Capital, any of the Founders, or a family member, family company or family trust. The Founder Shares do not carry any dividend rights and do not carry voting rights except in respect of the winding up of the Subsidiary if made prior to the time (after the second

(iii) 3.3

54

anniversary of Admission) at which winding up of the Company is commenced, it having been determined that no Acquisition will be made, certain alterations to the share capital of the Subsidiary and any variation or abrogation of class rights. Founder Securities The Founder Securities are C ordinary shares in the Subsidiary. Subject to the completion of the Acquisition and the satisfaction of the Performance Condition, the holders of the Founder Securities have the right to require the Company to acquire the Founder Securities in exchange for the issue to the holders of the Founder Securities of such number of Ordinary Shares as have a market value (on the Trading Day immediately preceding the date of issue) equal to 15 per cent. of the difference between (1) the market capitalisation of the Company (determined by reference to the volume weighted average price of the Ordinary Shares traded on the main market of the London Stock Exchange) for the five Trading Days immediately preceding the relevant exchange date) (plus the aggregate value created for those parties with outstanding options or convertible/exchangeable securities (over or in respect of Ordinary Shares) which have an exercise (or subscription or conversion/exchange) price of less than the volume weighted average price for an Ordinary Share for the five Trading Days immediately preceding the relevant exchange date) and (2) a deemed market capitalisation of the Company which is the product of the number of Ordinary Shares in issue at that time and the Adjusted Issue Price. The Company will have the right (instead of issuing the aforementioned Ordinary Shares) to pay a cash sum equivalent to the volume weighted average price for an Ordinary Share traded on the main market of the London Stock Exchange for the five Trading Days immediately preceding the relevant date of exchange multiplied by the number of Ordinary Shares that would otherwise have been issued in exchange, entirely at the Company's discretion. The Performance Condition is satisfied: · once the price per Ordinary Share has reached for any 20 Trading Days out of 30 successive Trading Days in the period of four years from completion of the Acquisition, a market closing price equal to the greater of (i) an equivalent of a compound rate of return from completion of the Acquisition on the Adjusted Issue Price equal to 8.5 per cent. per annum accrued daily and compounded quarterly and (ii) an amount equal to a 25 per cent. increase in the Adjusted Issue Price (such closing price, the "Threshold Price") and the Performance Condition once satisfied will remain satisfied notwithstanding any subsequent change in the price of an Ordinary Share; or on a Change of Control in relation to the Company, subject (where the Change of Control results from an offer to holders of the Ordinary Shares) to that offer being at a price per Ordinary Share equal to (or greater than) the Threshold Price (on the date on which the offer is first made or is subsequently increased).

·

A holder of Founder Securities may exercise his rights independently of the other holders of Founder Securities and may also exercise his rights in one or more instalments (and in such circumstances the holder will receive the applicable proportion(s) of the Ordinary Shares (or cash equivalent) referred to above). The Founder Securities exchange right can only be exercised within the four years from completion of the Acquisition (and if not already exchanged, will be deemed exchanged at the end of that period, provided that the Performance Condition has been satisfied). There are restrictions on transfers of the Founder Securities with exceptions for, among others, transfers to Vallares Capital, limited partners of Vallares Capital, any of the Founders, or a family member, family company or family trust. The Founder Incentives grant their holders certain rights in relation to the Subsidiary. See paragraphs 4.3 and 4.4, of "Part VIII ­ Additional Information" for further details regarding the rights associated with the Founder Shares and the Founder Securities. The Advisory Agreement and the Sub-Advisory Agreement The Company has entered into the Advisory Agreement with the Adviser, pursuant to which it will provide services to the Company including: (i) researching and sourcing potential acquisitions for the

(iii) 3.3 CESR 138

55

Company; (ii) coordinating and reviewing due diligence for, structuring of and completion of the Acquisition; and (iii) assessing the Company's funding requirements. In addition, the Adviser will assist in procuring the provision to the Company (at the Company's expense) of other services required to assist the Company in operating as a listed company including (i) involvement in the reorganisation of any company or business acquired by the Company; (ii) assisting with the ongoing management and operation of that company or business; (iii) assisting with the Company's financial reporting including preparation of external financial reports, internal management information and reporting to the Board on related financial controls and procedures; and (iv) assisting with administrative services such as cash management and treasury services. Prior to completion of the Acquisition, the Adviser will, subject to applicable confidentiality obligations, refer to the Company all potential transactions of which it is and/or becomes aware that fall within the Company's acquisition criteria. The referral obligations do not apply to: · · a transaction which falls within the permitted exceptions to the Referral and Exclusivity Undertakings of the Founders; or a transaction (or potential transaction) where the Conflicts Procedures permit non-disclosure or non-referral.

After having identified one or more complementary companies, businesses or assets to be acquired, the Adviser will be responsible to the Board for advising on (and implementing at the Board's direction): · · · · the business plan for the acquired companies, businesses or assets and the strategy for the acquired companies, businesses or assets going forward; the operational improvements and efficiencies in the acquired companies, businesses or assets; the capital review and any capital restructuring of the acquired companies, businesses or assets going forward; and the suitable compensation and incentivisation of a target's personnel, in order to retain key personnel.

The Adviser has entered into the Sub-Advisory Agreement with the Sub-Adviser pursuant to which the Sub-Adviser will assist in providing these services to the Company. The Sub-Adviser has undertaken, prior to completion of the Acquisition and subject to applicable confidentiality obligations, to refer to the Adviser all potential transactions of which it becomes aware that fall within the Company's acquisition criteria, subject to the same exceptions as the Adviser's referral obligation described above. The Adviser has agreed to seek and take into account the advice of the Sub-Adviser in providing its advice to the Company. A more detailed summary of the Advisory Agreement and the Sub-Advisory Agreement (including a description of the conflicts Procedures) is set out in "Part III ­ The Company, its Board and the Acquisition Structure". The Adviser's and Sub-Adviser's fees and expenses Under the Advisory Agreement, the Adviser will receive an annual fee of £5,000,000 or 0.5 per cent. of the average Monthly Market Capitalisation of the Company for the year in question (whichever is higher), subject to a maximum of £10,000,000, plus in each case any applicable VAT, payable in advance in two six-monthly instalments. Under the Sub-Advisory Agreement, the Adviser has agreed to pay the Sub-Adviser (out of the Adviser's own annual fee) a monthly fee of £100,000 plus any applicable VAT, and to reimburse the Sub-Adviser for certain expenses. The Sub-Adviser's fees are also payable in advance in two six-monthly instalments. The Adviser will pay the Sub-Adviser a one off transaction fee of £1,000,000, payable within five business days of Admission, which will be reimbursed to the Adviser by the Company. The Company has agreed to reimburse the Adviser for third party costs and expenses (including professional indemnity premiums; due diligence costs; accountancy, tax, legal, and other professional advisers' fees; the transaction fee payable to the Sub-Adviser; administration; regulatory compliance and IT) and flights/aviation and other travel costs and expenses reasonably and properly incurred by

56

the Adviser or Sub-Adviser in connection with the formation of the Company, the Subsidiary, the Adviser and Vallares Capital and the negotiation of the agreements between them (and the SubAdviser) and the admission and placing of the Ordinary Shares and in performing its obligations under the Advisory Agreement and the Sub-Advisory Agreement. Once a transaction or potential transaction has been approved by the Board, the Company shall be responsible for all expenses incurred by the Adviser or Sub-Adviser in connection with it (whether before or after such approval). Prior to such approval, the Company shall only be responsible for expenses incurred up to a maximum of £500,000 per transaction or potential transaction. The Company may in its sole discretion ratify (and reimburse) expenses incurred by the Adviser or Sub-Adviser of £500,000 or more (per transaction or potential transaction) prior to approval of a transaction or potential transaction (as described under the heading "The acquisition process" below). The Adviser has agreed to reimburse all third party expenses incurred by the Sub-Adviser acting on behalf of the Adviser on the same basis as the arrangements between the Adviser and the Company. In practice, this will mean that the Company will, subject to such limits, bear the full costs of third party due diligence once a potential transaction has been so approved (including professional adviser fees and expenses). The day-to-day running costs and expenses of the Adviser and the Sub-Adviser are not reimbursable by the Company to the Adviser, nor are such costs reimbursable by the Adviser to the Sub-Adviser. The acquisition process The Founders will research ideas, source potential acquisitions for the Company to pursue as the subject of the Acquisition and provide recommendations to the Company in connection with the Acquisition. Where a specific transaction is identified, the Founders will oversee movement from the stage of preliminary assessment to more detailed investigation, as well as the scope of the due diligence to be carried out and consideration of the likely outline terms of the transaction. Once a suitable potential acquisition target has been sourced by the Adviser (taking into account the advice of the Sub-Adviser), the Adviser will discuss with, and recommend to, the Directors those work streams necessary to pursue that opportunity to the point where it may potentially form the subject of the Acquisition. The Board's consent is required for the engagement of any professional adviser or external consultant if the terms of such engagement include a success fee in relation to the Acquisition or fees in excess of $250,000. The objective of the due diligence process will be to identify material issues which might affect the decision to proceed with the Acquisition. The due diligence process will be coordinated and reviewed by the Adviser and the Sub-Adviser on behalf of the Company. The Adviser and the SubAdviser will assemble a transactional team of experienced and skilled professional advisers to assist in the due diligence and acquisition process. The Adviser (with the Sub-Adviser) will establish the scope of the due diligence process which (to the extent practicable in any particular set of circumstances) will involve detailed investigations into commercial, legal, technical and financial matters and other matters as the Adviser and Sub-Adviser deem appropriate. Before finalising the terms of the Acquisition, the Founders will be engaged in completing negotiations of the detailed terms of the Acquisition. Before the Board makes the decision to effect the Acquisition, the Adviser (taking into account the advice of the Sub-Adviser) will present its recommendation to the Board. Such presentation by the Adviser shall include a business plan summarising the steps proposed to be taken in relation to the acquisition target(s) in question, both in terms of structuring and completing the Acquisition and operational improvements and other strategic plans post-Acquisition. Following completion of the Acquisition, the Adviser (taking into account the advice of the Sub-Adviser) will be responsible to the Board for advising on, implementing and coordinating (at the Board's direction) the strategic review and restructuring of the acquired business(es), as follows: · Strategic review: the acquired business(es) will be reviewed strategically and the objective pursued of developing the acquired business(es) in line with an action plan and detailed business

57

plan produced by the Founders. This review will be in relation to issues identified prior to acquisition and management, operational and capital needs to address those issues; · Operational improvement: the acquired business(es) will be provided with additional direction and management resource to facilitate efforts to achieve growth plans, including any additional acquisitions which would be necessary or desirable to achieve the desired growth and increase profitability, whatever the stage of development of the acquired business(es); Management team: the Company will be assisted in identifying and incentivising additional management team members for the acquired business(es) in order to endeavour to ensure adequate resource is available to effect any restructuring and growth plans and incentivising and retaining any existing key management. The Founders will use their experience and network in the sector to identify and attract or retain the best management team possible; and Capital restructuring and investment: the Company and the Founders will review the structure of the acquired business to identify where simplification can benefit a business which has been part of a complex and diverse group. This may include disposals from the acquired business(es) and an assessment of finance requirements for future investment and a review of overall capital structure.

·

·

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PART III THE COMPANY, ITS BOARD AND THE ACQUISITION STRUCTURE

The Company The Company was incorporated in Jersey on 1 April 2011. Its share capital will, on Admission, consist of the Ordinary Shares. It is intended that the Ordinary Shares will be admitted by the FSA to the standard listing segment of the Official List in accordance with Chapter 14 of the Listing Rules and to trading on the London Stock Exchange's main market for listed securities. The Directors The Directors, all of whom are non-executive (and are also the directors of the Subsidiary), are listed below. Rodney Chase, Independent Chairman, aged 68 Mr. Chase recently retired from the position as Non-Executive Chairman of Petrofac Limited, an international oil & gas service company. Mr. Chase retired from full time employment with BP in 2003 after over 38 years of service. His career covered all of the major businesses of the BP Group (Exploration, Production, Gas, Refining, Marketing). He worked at the Group Headquarters in the UK and on three continents (Europe, Australasia and North America). He spent 4 years as Head of Finance/Group Treasurer and 5 years as Chairman/CEO of BP America based in Ohio before joining the parent Board in 1992. He served on the BP plc Board for 11 years; first as CEO of Marketing & Refining, then CEO of Exploration & Production, and from 1999 as Deputy Group Chief Executive. During the later years of his career, Mr. Chase had a leading responsibility for the fundamental re-shaping of the BP Group over a 10 year period as principal negotiator for a number of major M&A transactions with values in excess of $150 billion. These included the acquisition and integration of Sohio, Britoil, Amoco, ARCO, Mobil Europe, Castrol and Veba Oil, together with the sale of BP Minerals and the disposal of BP's holding in Ruhrgas. He also oversaw the creation of TNK-BP, BP's Russian business entity. He was Deputy Chairman of TNK-BP until May 2004. Mr. Chase is a Non-Executive Director of Computer Sciences Corporation in Washington DC, Nalco Company in Chicago and Tesoro Corporation in San Antonio, Texas. He has served on the Board of Tesco as Deputy Chairman, as Non-Executive Director of B.O.C. and as Senior Independent Director of Diageo in the UK. On a wider front, he held a number of external appointments ­ as Founding Chairman of the World Business Council for Sustainable Development, Chairman of the UK Emissions Trading Group, Executive Board Member of the American Petroleum Institute, Member of the UK Advisory Committee on Business and the Environment, Member of the UK Roundtable, Non-Executive Director of the World Conservation Monitoring Centre and member of The Prince of Wales' International Business Leaders Forum. Jim Leng, Senior Independent Non-Executive Director, aged 65 Jim Leng is a non-executive director of Alstom SA, a French engineering company where he chairs the nomination and remuneration committee; TNK-BP, the largest independent Russian oil & gas company; and is the European chairman of AEA, an American private equity partnership. He is lead non-executive director of the Ministry of Justice, a senior advisor to HSBC and a non-executive director of HSBC Bank Plc, J O Hambro Investment Management Ltd and a governor of Ashridge College. From 2001­2009 he was Chairman of Corus Group plc, a global steel company sold to Tata Steel of India where he was also Deputy Chairman until July 2009. Past non-executive directorships include Chairman of Doncasters Ltd. (precision engineering), Pilkington plc (glass), Hanson plc (aggregates & building products) and IMI plc (engineering).

(i) 5.1.2 (i) 5.1.3 (iii) 6.1

(i) 1.1 (iii) 1.1 (i) 14.1

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In an executive capacity Mr. Leng was CEO of Laporte plc, an international speciality chemicals company and before that Low & Bonar plc, a diverse materials and packaging company. His early business years were spent at John Waddington plc where he was managing director of a number of their subsidiaries including consumer goods and packaging companies. Sir Graham Hearne, CBE, Independent Non-Executive Director, aged 73 Sir Graham retired in 2002 as Chairman of Enterprise Oil PLC, a London Stock Exchange and NYSE listed oil and gas exploration and production company, where he had held that position since 1991, previously serving as Chief Executive from 1984 to 1991. Sir Graham currently serves as Chairman of Catlin Group Limited, an insurance company and Braemar Shipping Services Group PLC. Sir Graham is a non-executive director at Rowan Companies Inc., a drilling company. Sir Graham qualified as a solicitor in England and Wales in 1959 and practised law in England and the US from 1959 to 1967, following which he joined as an executive of the Industrial Reorganisation Corporation and then as an executive director of NM Rothschild & Sons Limited. He was subsequently appointed Finance Director of Courtaulds PLC and then as Chief Executive of two publicly listed oil and gas companies. He has variously served as a director of a number of public and private companies including Gallaher Group PLC, Wellcome PLC, Reckitt & Colman PLC and Novar PLC. Sir Graham was appointed a Commander of the Order of the British Empire in 1990 and a Knight Bachelor in 1998 for services to the oil industry. Ian Domaille, Non-Executive Director, aged 48 Mr. Domaille is a Chartered Accountant having become a member of the Institute of Chartered Accountants in England and Wales in 1987. Mr. Domaille was a Partner of Saffery Champness Chartered Accountants in Guernsey until his retirement from that partnership in 2001. He is a director and shareholder of Artemis Trustees Limited, a fiduciary services company, founded by him in 2001. Mr. Domaille is also a member of the Society of Trust and Estate Practitioners. In addition to his accountancy and fiduciary activities, Mr. Domaille has been involved in the hedge fund industry for over 25 years, initially as an auditor and more recently from the perspective of the investor and as a director of a number of hedge funds and other related companies. Mr. Domaille's fund directorships include, amongst others, Tremblant Funds, FRM Funds, JABCAP Funds and Attara Funds. Certain of these funds are listed on recognised stock exchanges. The Honourable Nathaniel Rothschild, Non-Executive Director, aged 39 Mr. Rothschild is the Co-Chairman of Vallar PLC, an Indonesian coal group admitted to trading on the London Stock Exchange, and Chairman of JNR Limited, an investment advisory business primarily focused on emerging markets and the resources sector. In recent years Mr. Rothschild has co-founded and led companies in the fields of money management and investment, and currently serves as Co-Chairman and Co-Founder of Attara Capital LP (the successor manager to the Atticus European Fund). From 1996 to 2009, Mr. Rothschild held various leadership roles at Atticus Capital LP, most recently Co-Chairman. Atticus was one of the largest hedge funds in the world in 2007, in terms of assets under management. Mr. Rothschild is currently Chairman of the International Advisory Board of UC Rusal plc, the Hong Kong listed Aluminium producer, and Co-chairman of EN+ Group Limited, a privately held company which owns a controlling interest in UC Rusal plc. Mr. Rothschild is also a non-executive director of Barrick Gold Corporation, the world's largest gold company. Mr. Rothschild is an advisory trustee of the Yad Hanadiv Foundation and a member of the Belfer Center's International Council at the John F. Kennedy School of Government at Harvard University and the International Advisory Council of the Brookings Institution. He holds an MA in history from Oxford University. Tony Hayward, Non-Executive Director, aged 54 Mr. Hayward was Group Chief Executive of BP plc from 2007 to 2010 having joined BP in 1982 as a rig geologist in the North Sea. Following a series of technical and commercial roles in Europe, Asia and South America, he returned to London in 1997 as a member of the Upstream Executive Committee. He became Group Treasurer in 2000, Chief Executive for BP's upstream activities and member of the Main Board of BP in 2003. Mr. Hayward is a Board Member of TNK-BP and a member of the European advisory board of AEA. He is also a Fellow of the Royal Society of Edinburgh and holds honorary doctorates from the University of

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Edinburgh, Aston University and the University of Birmingham. Mr. Hayward studied geology at Aston University in Birmingham and completed a PhD at Edinburgh University. Robert Sinclair, Non-Executive Director, aged 61 Mr. Sinclair is the Managing Director of Artemis Trustees Limited, founded by him in 2001, and has over 43 years experience in finance and accountancy, of which 33 years have been in the Guernsey finance industry. Mr. Sinclair has extensive experience in all aspects of offshore trusts, corporate entities and financial planning. He is a director of, and acts for, a number of mining and exploration companies, including Chariot Oil & Gas Limited which is listed on AIM, and was formerly a director of Vallar PLC and Chromex Mining PLC which is also listed on AIM. Mr. Sinclair is Chairman of Schroder Oriental Income Fund Limited and a director of ING UK Real Estate Income Trust Limited, Gottex Market Neutral Trust Limited which are admitted to the Official List and to trading on the London Stock Exchange, and Sirius Real Estate Limited which is listed on AIM. He is also a director of JNR Limited. Mr Sinclair was formerly Managing Partner of Saffery Champness, Chartered Accountants, Guernsey, is a Fellow of the Institute of Chartered Accountants of England and Wales, a Member of the Institute of Chartered Accountants of Scotland, and a Member of the Society of Trust and Estate Practitioners. George Rose, Independent Non-Executive Director, aged 59 Mr. Rose is a non executive director of National Grid plc, one of the world's largest utilities, where he chairs the audit committee. He is a board member of The Industrial Development Advisory Board, providing advice to the UK's Secretary of State for Business on applications for financial assistance. Past non executive directorships include Orange plc, a mobile telephone provider, and Saab AB, a Swedish based international defence contractor. Mr. Rose was previously a member of the UK's Financial Reporting Review Panel. Mr. Rose retired from the board of BAE Systems plc, a global Defence and Security company, in March 2011 where he had served as Group Finance Director for 13 years. Mr. Rose's earlier career consisted of several financial management positions in the automotive sector, at Ford Motor Company, Leyland Vehicles Ltd and the Rover Group. Mr Rose is a fellow of the Chartered Institute of Management Accountants. Independence of the Board Nathaniel Rothschild and Tony Hayward are also Founders. The Company intends to appoint an additional Independent Non-Executive Director so that the Independent Non-Executive Directors will have a voting majority over such Founders and the other non-independent directors. Following the appointment of the additional Independent Non-Executive Director, the Company may further expand the Board but it will always ensure that independent non-executive directors have the majority voting rights on the Board. Directors' Fees Each of the Directors is entitled to receive a fee from the Company at a rate to be determined by the Board in accordance with the Articles (see paragraph 4.2(i) in "Part VIII ­ Additional Information"). The current level of fees for each of Jim Leng, Sir Graham Hearne, George Rose, Nathaniel Rothschild and Tony Hayward is £100,000 per annum with the Chairman being entitled to a fee of £150,000 per annum and each of Ian Domaille and Robert Sinclair being entitled to a fee of £25,000 per annum (as well as additional fees as agreed between each of Ian Domaille and Robert Sinclair and the Company for additional services provided). All the Directors are entitled to be reimbursed by the Company for travel, hotel and other expenses incurred by them in the course of their directors' duties relating to the Company. Further details of the Directors' Letters of Appointment are set out in "Part VIII ­ Additional Information". In addition, to the extent that they subscribe for New Ordinary Shares in the Placing, each of the Independent Non-Executive Directors will be granted the Share Matching Award.

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On the appointment of an additional Independent Non-Executive Director (as described above under the heading "Independence of the Board"), and to provide that Director with an incentive consistent with the other Independent Non-Executive Directors, the Company intends to enable him to subscribe for or otherwise acquire Ordinary Shares at the Placing Price and to benefit from a share matching award on substantially similar terms to the Share Matching Award. Strategic decisions Members and responsibility The Directors are responsible for the Company's objectives and business strategy and its overall supervision. Acquisition, divestment and other strategic decisions will all be considered and determined by the Board, with the Acquisition being made only following a recommendation from the Adviser (taking into account the advice of the Sub-Adviser). The Board will provide leadership within a framework of prudent and effective controls. The Board will set the corporate governance values of the Company and will have overall responsibility for setting the Company's strategic aims, defining the business plan and strategy, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the Company's business (and in doing so will make appropriate use of the advice, services and assistance from the Adviser). The Board will also monitor and review the performance of the Adviser and the Sub-Adviser in respect of the advice and services provided to the Company by the Adviser and the Sub-Adviser. No Shareholder approval will be sought by the Company in relation to the making of the Acquisition. The Acquisition will be subject to Board approval, including by the majority of the Independent Non-Executive Directors. Frequency of meetings While the Board will schedule quarterly meetings, it will hold additional meetings as and when required. The expectation is that this will result in considerably more than four meetings of the Board each year. Audit and Risk Committee The Company has established an Audit and Risk Committee with delegated duties and responsibilities. The Audit and Risk Committee, which comprises George Rose (as chairman), Rodney Chase, Sir Graham Hearne and Jim Leng, will be responsible, amongst other things, for making recommendations to the Board on the appointment of auditors and the audit fee, monitoring and reviewing the integrity of the Company's financial statements and any formal announcements on the Company's financial performance as well as reports from the Company's auditors on those financial statements. In addition, the Audit and Risk Committee will review the Company's internal financial control and risk management systems to assist the Board in fulfilling its responsibilities relating to the effectiveness of those systems, including an evaluation of the capabilities of such systems in light of the expected requirements for any specific acquisition target. The Audit and Risk Committee will meet at least four times a year, or more frequently if required. Conflicts Committee The Company has established a Conflicts Committee with delegated duties and responsibilities on behalf of the Board. The Conflicts Committee, which comprises Jim Leng (as chairman), Rodney Chase, Sir Graham Hearne and George Rose, will consist of independent, non-executive directors and be responsible for resolving conflicts concerning the Directors or the Founders, including but not limited to potential conflicts arising from personal investment activities, other professional activities (such as directorships with third parties), related party transactions involving the Company, any Director or senior executive, or other activities carried on by the Adviser or Sub-Adviser. The Conflicts Committee will meet on an ad hoc basis as frequently as required.

(i) 16.3

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Corporate Governance The Company will observe the requirements of the Corporate Governance Code. As at the date of this document the Company is, and at the date of Admission will be, in compliance with the Corporate Governance Code with the exception of the following: · Given the non-executive composition of the Board, certain provisions of the Corporate Governance Code (in particular the provisions relating to the composition of the Board, the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company. Until the Acquisition is made the Company will not have a nominations or remuneration committee. The Board as a whole will instead review its size, structure and composition and the scale and structure of the Directors' fees, taking into account the interests of Shareholders and the performance of the Company. Following the Acquisition the Board intends to put in place nominations and remuneration committees. Until an additional Independent Non-Executive Director is appointed, the Board will not comply with the provision of the Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent. The Company intends to appoint an additional Independent Non-Executive Director so that the Board complies with this provision.

(i) 16.4

·

(i) 16.3

·

As at the date of this document the Board has voluntarily adopted the Model Code for directors' dealings contained in the Listing Rules of the UK Listing Authority. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the Model Code by the Directors. Compliance with the Model Code is being undertaken on a voluntary basis and the FSA will not have the authority to (and will not) monitor the Company's voluntary compliance with the Model Code, nor to impose sanctions in respect of any failure by the Company to so comply. In addition, the Company will take all proper and reasonable steps to ensure compliance by the Founders with the Model Code for dealings in the Ordinary Shares. Following the Acquisition, subject to eligibility, the Directors intend to seek a Premium Listing for the Company (as enlarged by the Acquisition) on the Official List. Following such a Premium Listing, the Company would comply with the continuing obligations contained within the Listing Rules and the Disclosure and Transparency Rules in the same manner as any other company with a Premium Listing. Acquisition structure The Acquisition is expected to be made by the Company through the Subsidiary or a subsidiary of the Subsidiary which is the special purpose vehicle set up to make the Acquisition. The details of the structure of the Acquisition will be determined once the target(s) for the Acquisition are identified. Terms of appointment of the Adviser and the Sub-Adviser Advisory Agreement Whilst the Board is responsible for the Company's objectives and business strategy and its overall supervision (including the approval of the Acquisition), the Company has outsourced all of its day to day operating functions to the Adviser pursuant to the Advisory Agreement entered into between the Company and the Adviser. The Board will review the performance of the Adviser under the Advisory Agreement periodically. Under the Advisory Agreement, the Adviser will provide services to the Company including: (i) researching and sourcing potential acquisitions for the Company; (ii) coordinating and reviewing due diligence for, structuring of and completion of the Acquisition; and (iii) assessing the Company's funding requirements. In addition, the Adviser will assist in procuring the provision to the Company (at the Company's expense) of other services required to assist the Company in operating as a listed company including (i) involvement in the reorganisation of any company or business acquired by the Company; (ii) assisting with the ongoing management and operation of that company or business; (iii) assisting with the Company's financial reporting including preparation of external financial reports,

(iii) 3.3

63

internal management information and reporting to the Board on related financial controls and procedures; and (iv) assisting with administrative services such as cash management and treasury services. In addition, the Adviser will assist in procuring the provision to the Company (at the Company's expense) of other services required to assist the Company in operating as a listed company. The Adviser is required to: · use reasonable care and skill expected of an experienced professional investment adviser operating in the resources sector and with due regard to the acquisition criteria in providing its services; ensure the commitment of sufficient and appropriate resources, including external advisors, to enable the proper performance of the services; and not knowingly or recklessly do, commit or permit to be done or committed any act, matter or thing which would be reasonably likely to prejudice to a material extent or bring into disrepute the business or reputation of the Company or any member of its Group.

· ·

The Company has agreed that, while the Advisory Agreement is in force, it will not (and it shall procure that no subsidiary of the Company will) make the Acquisition unless it has been recommended by the Adviser. The Adviser has agreed to seek the advice of the Sub-Adviser and take that advice into account in its recommendation to the Company. The Company, however, remains free to decide not to approve any acquisition recommended to it by the Adviser. The Adviser has, in turn, agreed to provide its services exclusively to the Company (and, to the extent applicable, to members of the Group) and it will not provide services to any other party, without the consent of the Board and the prior approval of the independent Shareholders by ordinary resolution. The costs of any circular to be sent to Shareholders in connection with any such approval being sought shall be borne by the Company. Furthermore, prior to completion of the Acquisition, the Adviser will, subject to applicable confidentiality obligations, refer to the Company all potential transactions of which it is and/or becomes aware that fall within the Company's acquisition criteria. The referral obligations do not apply to: · · a transaction which falls within an exception to the Referral and Exclusivity Undertakings of the Founders; or a transaction (or potential transaction) where the Conflicts Procedures permit non-disclosure or non-referral.

Where the Adviser, the Sub-Adviser, and the Founders have duties or interests which potentially conflict with their duties to, or the interests of, the Company or other conflicts of interests, these will be dealt with in accordance with the Conflicts Procedures adopted by the Company, the Subsidiary, the Adviser, the Sub-Adviser and the Founders. The Conflicts Procedures provide amongst other things that where a Founder becomes aware of information or knowledge of an opportunity that is subject to his Referral and Exclusivity Undertakings and his obligations to a third party prevents him from exploiting such opportunity for the Company and the Subsidiary, such Founder shall recuse himself from exploiting the information or knowledge for the benefit of the Company and the Subsidiary (on the one hand) and the third party (on the other) unless and to the extent he receives waivers or consents from both the Company (or the Subsidiary) and the other party. The Advisory Agreement may be terminated by either the Company or the Adviser on 12 months' written notice, such notice not to be given until after completion of the Acquisition. The Advisory Agreement may also be terminated on the conclusion of the winding up of the Company or if the Adviser becomes insolvent. Following completion of the Acquisition and where the Directors consider it appropriate and in the best interests of the Shareholders to do so, the Directors may agree with the Adviser to terminate the Advisory Agreement and to release Messrs Rothschild and Daniel from their obligation to provide 12 months' notice on their withdrawal as an Active Partner and Active Member respectively. The Company may terminate the Advisory Agreement forthwith if the Adviser is in uncured material or uncured persistent breach of its terms. Upon termination of the Advisory Agreement, the Adviser will, if requested, cooperate with the Company and take all reasonable steps requested by the Company in making an orderly transition to any new adviser or to the Company.

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The Advisory Agreement also provides that in the absence of dishonesty, gross negligence, fraud, wilful misconduct, bad faith, or reckless disregard of its obligations and duties as the Adviser, it is not to be liable to the Company (or the Subsidiary) and (in the absence as aforesaid) the Company is to indemnify the Founders, the Adviser, the Sub-Adviser, and each of its and their respective partners, members, officers, employees and contractors designated by the Adviser or Sub-Adviser (at any time) as a beneficiary of the indemnity against any claims (and associated losses, expenses and liabilities) of any nature arising from or pursuant to the Advisory Agreement or the Sub-Advisory Agreement, other than any liability of an indemnified party to income tax in respect of the fees payable under the Advisory Agreement or the Sub-Advisory Agreement. The indemnified parties are entitled to enforce their exclusion of liability and the indemnity against the Company directly. The maximum liability of the Adviser for any breach, failure to comply with or non-performance of any provision of the Advisory Agreement is limited to an amount of £10,000,000. The Advisory Agreement also allows the Adviser to delegate or sub-contract to a third party, including the Sub-Adviser or the Adviser's associates the whole or part of the provision of services under the Advisory Agreement. Following such time as the Company approves the investigation into acquisition targets, the Company is responsible for the cost and expenses of any third parties engaged by the Adviser in connection therewith and prior to such approval (or conditional upon the Board's later ratification) the Company shall also be responsible for such costs and expenses up to the de minimis amount (as described on page 76). This includes all due diligence, legal and other related costs (and will also include any costs in connection with the Acquisition itself). Costs and expenses incurred on a day to day basis within the ordinary course of business by the Adviser in connection with its services under the Advisory Agreement shall be borne by the Adviser. The Company will pay the Adviser an annual fee, and certain expenses reasonably and properly incurred by the Adviser or Sub-Adviser on behalf of the Company (as described in the section entitled "The Adviser's and Sub-Adviser's fees and expenses" in "Part II ­ The Founders, the Adviser and the Sub-Adviser"). Mr. Rothschild has agreed to serve as an Active Partner until the earlier of: (i) completion of the Acquisition, following which he may withdraw as an Active Partner on 12 months' notice; (ii) the termination of the Advisory Agreement; and (iii) his removal as a Director. Where the 12 month notice period applies, he shall remain an Active Partner for the duration of that notice period. Mr. Rothschild has given Referral and Exclusivity Undertakings in favour of the Company (subject to certain exceptions, and as described in more detail under the heading "Commitment of Mr. Rothschild" in "Part II ­ The Founders, the Adviser and the Sub-Adviser"). Mr. Rothschild has also agreed to follow the Conflicts Procedures for so long as he serves as an Active Partner. The Adviser has agreed with the Company that it shall cause any new Active Partner to execute an undertaking in substantially the same form as the Referral and Exclusivity Undertakings of the Messrs. Hayward and Metherell. The Adviser may not admit a new Active Partner to the Adviser without the prior written consent of the Board. The Advisory Agreement is governed by the law of England and Wales. See "Risk Factors" for a discussion of certain risks relating to the Company's relationship with the Adviser and potential conflicts of interest. Sub-Advisory Agreement The Adviser has entered into the Sub-Advisory Agreement with the Sub-Adviser. The Sub-Advisory Agreement is on substantially the same terms as the Advisory Agreement save as follows: · · The Sub-Adviser is not exclusive to the Adviser and it has (and intends to have) other clients; The Sub-Adviser's fees are a £1,000,000 transaction fee payable by the Adviser within five business days of Admission and reimbursed by the Company, and a monthly fee of £100,000 paid by the Adviser, plus any applicable VAT thereafter; and The Sub-Adviser's limit on liability to the Adviser is £1,000,000.

·

Each of Messrs. Hayward, Daniel and Metherell has agreed to serve as an Active Member until at least the earlier of: (i) completion of the Acquisition, following which he may withdraw as an Active Member

65

on 12 months' notice; (ii) the termination of the Sub-Advisory Agreement; and (iii) in the case of Mr. Hayward only, his removal as a Director. Where the 12 month notice period applies, he shall remain an Active Member for the duration of that notice period. Each of Messrs. Hayward, Daniel and Metherell has given Referral and Exclusivity Undertakings (subject to certain exceptions, and as described in more detail under the headings "Commitment of Mr. Hayward", "Commitment of Mr. Daniel" and "Commitment of Mr. Metherell" in "Part II ­ The Founders, the Adviser and the Sub-Adviser") and each has agreed to follow the Conflicts Procedures for so long as he serves as an Active Member. The Company is not a party to the Sub-Advisory Agreement and therefore, as a general matter, it does not have any rights to enforce its terms. It has, however, been granted specific rights to enforce Messrs. Hayward, Daniel and Metherell's Referral and Exclusivity Undertakings and their agreement to follow the Conflicts Procedures. The Sub-Adviser's duties are owed to the Adviser (and therefore not directly to the Company). Accordingly, the Company is dependent upon the Adviser's discretion to monitor the Sub-Adviser's performance under, and to enforce the terms of, the Sub-Advisory Agreement. The Company also has the right to require withdrawal of any Active Member, other than the principal member of the Sub-Adviser (being, as at the date of this document, Mr. Daniel), on written notice of the Board to the principal member. The Sub-Adviser has agreed with the Adviser, for the benefit of the Company, that it shall cause any new Active Member to execute an undertaking in substantially the same form as the Referral and Exclusivity Undertakings of Messrs. Hayward and Metherell. The Sub-Adviser may not admit a new Active Member to the Sub-Adviser without the prior written consent of the Board. The Sub-Advisory Agreement may be terminated by either the Adviser or the Sub-Adviser on 12 months' written notice, such notice not to be given until after completion of the Acquisition. The Advisory Agreement may also be terminated if the Adviser or the Sub-Adviser becomes insolvent. The Adviser may, with the consent of the Company, terminate the Sub-Advisory Agreement forthwith if the Sub-Adviser is in uncured material or uncured persistent breach of its terms. The Sub-Adviser will also be entitled to terminate the Sub-Advisory Agreement in certain circumstances where the Advisory Agreement has been terminated. Other Agreements The Company has also entered into a number of other agreements for the provision of registrar and other services more fully described in "Part VIII ­ Additional Information".

66

PART IV THE PLACING

Description of the Placing Under the Placing, 132,840,000 New Ordinary Shares are being made available to Investors at the Placing Price of £10 per New Ordinary Share, raising gross proceeds of £1,328,400,000 (subject to the effect of any exercise of the Repurchase Option), subject to commissions and other estimated fees and expenses of approximately £37,500,000. The Founders have subscribed (directly or through Vallares Capital (acting by its general partner) or one or more trusts where a Founder is included among the potential beneficiaries) for and will be allocated 7,999,998 Ordinary Shares in aggregate at the Placing Price. Such Ordinary Shares will constitute 6.0 per cent. of the issued Ordinary Shares. The Placing Agents have severally agreed, subject to certain conditions, to use reasonable endeavours to procure Investors to subscribe for the New Ordinary Shares to be issued by the Company under the Placing. Applications under the Placing must be received by the Placing Agents no later than 5.00 p.m. (London time) on 16 June 2011 (or such later time and/or date as the Company and the Joint Bookrunners may agree). The Placing is not being underwritten. The Placing is conditional, inter alia, on: (a) (b) the Placing Agreement becoming wholly unconditional (save as to Admission) and not having been terminated in accordance with its terms prior to Admission; and Admission having become effective on or before 8.00 a.m. on 22 June 2011 (or such later date, not being later than 29 June 2011, as the Company and the Joint Bookrunners may agree).

The Company intends to apply the Net Proceeds as described in the section entitled "Use of proceeds" in "Part I ­ Investment Opportunity and Strategy", in pursuit of the objective set out in "Business Strategy and Execution" in "Part I ­ Investment Opportunity and Strategy". The Ordinary Shares have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be taken up, offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or in the United States or to or for the account or benefit, of US persons except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. Terms used in this paragraph have the meanings given to them by Regulation S. The Placing is being made by means of an offering of the New Ordinary Shares to certain institutional investors in the United Kingdom and elsewhere outside the United States in accordance with Regulation S, and by way of an offering of the New Ordinary Shares in the United States to persons who are Qualified Institutional Buyers and Qualified Purchasers, in transactions exempt from the registration requirements of the Securities Act for transactions not involving a public offering. The Company has not been and will not be registered under the US Investment Company Act, and Investors will not be entitled to the benefits of that Act. Certain restrictions that apply to the distribution of this document and the New Ordinary Shares being issued under the Placing in certain jurisdictions are described in the section headed "Part IX ­ Notices to Investors". Certain selling and transfer restrictions are also contained in "Part IX ­ Notices to Investors".

67

Admission is expected to take place and unconditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange on 22 June 2011. Prior to that, conditional dealings are expected to commence on the London Stock Exchange on 17 June 2011. All dealings in Ordinary Shares prior to the commencement of unconditional dealings will be on a "when issued basis", will be of no effect if Admission does not take place, and will be at the sole risk of the parties concerned. No application has been or is currently intended to be made for the Ordinary Shares to be admitted to listing or dealt with on any other stock exchange. When admitted to trading, the Ordinary Shares will be registered with ISIN number JE00B55Q3P39 and SEDOL number B55Q3P3. The Company has granted the Stabilising Manager the Repurchase Option as described below. Founder equity commitment 7,999,998 Ordinary Shares in aggregate will be subscribed for at the Placing Price and allocated to the Founders, Vallares Capital (acting by its general partner) and to one or more trusts where the Founders are included among the potential beneficiaries. Terms and Conditions of the Placing Introduction Each Investor who applies to subscribe for New Ordinary Shares under the Placing will be bound by these terms and conditions: Agreement to acquire New Ordinary Shares Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. London time on or prior to 22 June 2011 (or such later time and/or date as the Company and the Joint Bookrunners may agree (not being later than 29 June 2011)); and (ii) the Investor being allocated New Ordinary Shares, an Investor who has applied for New Ordinary Shares agrees to become a member of the Company and agrees to acquire those New Ordinary Shares allocated to it by the Joint Bookrunners (such number of New Ordinary Shares not to exceed the number applied for by such Investor) at the Placing Price. To the fullest extent permitted by law, each Investor acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights an Investor may have. Each such Investor is deemed to acknowledge receipt and understanding of this document and in particular the risk and investment warnings contained in this document. Payment for New Ordinary Shares Each Investor must pay the Placing Price for the New Ordinary Shares issued to the Investor in the manner directed by the Placing Agents. If any Investor fails to pay as so directed by the Placing Agents, the relevant Investor's application for New Ordinary Shares will be rejected. If Admission does not occur, subscription monies will be returned without interest at the risk of the applicant. Representations and warranties Each Investor and, in the case of paragraph (j) below, any person subscribing for or applying to subscribe for New Ordinary Shares, or agreeing to subscribe for New Ordinary Shares on behalf of an Investor or authorising the Placing Agents to notify an Investor's name to the Registrar in connection with the Placing, will be deemed to represent and warrant to each of the Placing Agents, the Registrar and the Company that: (a) in agreeing to subscribe for New Ordinary Shares under the Placing, the Investor is relying solely on this document, any supplementary prospectus and any regulatory announcement issued by or on behalf of the Company or on or after the date hereof and prior to Admission, and not on any other information or representation concerning the Company or the Placing. The Investor agrees that none of the Company, the Adviser, the Sub-Adviser, the Founders or the Registrar nor any of their respective officers or directors will have any liability for any other information or representation. The Investor irrevocably and unconditionally waives any rights it may have in respect of any other information or representation; 68

(iii) 5.2.4

(iii) 4.1

(iii) 5.2.2

(iii) 5.1.1

(iii) 5.1.8

(iii) 5.1.10

(iii) 5.1.4

(b)

the content of this document is exclusively the responsibility of the Company and its Directors and none of the Placing Agents, the Adviser, the Sub-Adviser, the Founders (other than those who are also Directors), the Registrar nor any person acting on their behalf nor any of their respective affiliates is responsible for or shall have any liability for any information, representation or statement contained in this document or any information published by or on behalf of the Company, and none of the Placing Agents, the Adviser, the Sub-Adviser, the Founders, the Registrar nor any person acting on their behalf nor any of their respective affiliates will be liable for any decision by an Investor to participate in the Placing based on any information, representation or statement contained in this document or otherwise. The Investor irrevocably and unconditionally waives any rights it may have in respect of any other information or representation; it has not relied on any information given or representations, warranties or statements made by the Company, the Adviser, the Sub-Adviser, the Founders, any of the Placing Agents, the Registrar or any other person in connection with the Placing other than information contained in this document and/or any supplementary prospectus or regulatory announcement issued by or on behalf of the Company on or after the date hereof and prior to Admission; none of the Placing Agents are making any recommendations to the Investor or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and the Investor acknowledges that participation in the Placing is on the basis that it is not and will not be a client of any of the Placing Agents and that the Placing Agents are acting for the Company and no one else in connection with the Placing, and will not be responsible to anyone other than their respective clients for the protections afforded to their respective clients, nor for providing advice in relation to the Placing, the contents of this document or any transaction, arrangements or other matters referred to herein, or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Placing Agents' rights and obligations under the Placing Agreement, including any right to waive or vary any condition or exercise any termination right contained therein; if the Investor is in the United Kingdom, it is: (i) a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotions Order"); or (ii) a high net worth body corporate, unincorporated association or partnership or trustee of a high value trust as described in Article 49(2) of the Financial Promotions Order, or is otherwise a person to whom an invitation or inducement to engage in investment activity may be communicated without contravening section 21 of the FSMA; if the Investor is in any EEA State which has implemented the Prospectus Directive, it is: (i) a legal entity which is authorised or regulated to operate in the financial markets or, if not so authorised or regulated, its corporate purpose is solely to invest in securities; or (ii) a legal entity which has two or more of: (A) an average of at least 250 employees during the last financial year; (B) a total balance sheet of more than 43 million; and (C) an annual net turnover of more than 50 million in each case as shown in its last annual or consolidated accounts; or (D) otherwise permitted by law to be offered and issued, New Ordinary Shares in circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable laws. If the Investor subscribes for New Ordinary Shares as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, it further represents, warrants and undertakes that: (i) the New Ordinary Shares have not been and will not be acquired on behalf of, nor have they been nor will they be acquired with a view to their offer or resale to, persons in any EEA State other than qualified investors, as that term is defined in the Prospectus Directive; and (ii) where New Ordinary Shares have been acquired by it on behalf of persons in an EEA State other than qualified investors, the offer of those New Ordinary Shares to it is not treated under the Prospectus Directive as having been made to such persons; if the Investor is in Australia, Brazil, Canada, China, Dubai International Financial Centre, France, Germany, Hong Kong, Italy, South Africa, Switzerland or the United Arab Emirates, it is a person to whom it is lawful for the offer of New Ordinary Shares to be made under the terms of the restrictions set out in "Part IX ­ Notices to Investors"; 69

(c)

(d)

(e)

(f)

(g)

(h)

it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2003, or equivalent legislation in any other jurisdiction (the "Regulations") and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as required by the Regulations; it is entitled to subscribe for the New Ordinary Shares under the laws of all relevant jurisdictions which apply to it; it has fully observed such laws and obtained all governmental and other consents which may be required under such laws and complied with all necessary formalities; it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction; and it has not taken any action or omitted to take any action which will or may result in any of the Placing Agents, the Company, the Adviser, the Sub-Adviser, the Founders, the Registrar or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal and regulatory requirements of any jurisdiction in connection with the Placing or, if applicable, its acceptance of or participation in the Placing; in the case of a person who agrees on behalf of an Investor, to subscribe for New Ordinary Shares under the Placing and/or who authorises any of the Placing Agents to notify the Investor's name to the Registrar, that person represents and warrants that he has authority to do so on behalf of the Investor; and it will pay to the Placing Agents (or as it may direct) any amounts due from it in accordance with this document on the due time and date set out herein.

(i)

(j)

(k)

Acknowledgement Each Investor and, in the case of paragraph (j) above, any person subscribing for or applying to subscribe for New Ordinary Shares, or agreeing to subscribe for New Ordinary Shares on behalf of an Investor or authorising any of the Placing Agents to notify an Investor's name to the Registrar in connection with the Placing, will be deemed to acknowledge to each of the Placing Agents, the Registrar and the Company that the Investor has been warned that: (a) an investment in the Ordinary Shares is only suitable for acquisition by a person who: (i) (ii) (b) has a significantly substantial asset base such that would enable the person to sustain any loss that might be incurred as a result of acquiring the Ordinary Shares; and is sufficiently financially sophisticated to be reasonably expected to know the risks involved in acquiring the Ordinary Shares, and

neither the Company's activities nor the activities of any functionary of the Company (including, in particular, the activities of the Adviser and the Sub-Adviser) are subject to all of the provisions of the Financial Services (Jersey) Law 1998. In particular, neither the Adviser nor the Sub-Adviser is a `registered person' for the purposes of (and as defined in) the Financial Services (Jersey) Law 1998.

The Company, the Adviser, the Sub-Adviser, and each of the Placing Agents will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings. In addition, each Investor in the Ordinary Shares offered in the Placing outside the United States in reliance on Regulation S (and each subsequent Investor of the Ordinary Shares) will be deemed to have represented and agreed to the terms set out under the heading "Restrictions on purchasers of New Ordinary Shares in reliance on Regulation S" in "Part IX ­ Notices to Investors". In addition, prior to any such transaction, each initial purchaser of Ordinary Shares in the Placing that is located within the United States or that is a US Person (or is purchasing for the account or benefit of a US Person), will be required to execute a US Investor's Letter in the form of the Appendix 1 to this document. Each such initial purchaser must deliver the US Investor's Letter to the Placing Agents and the Company. The US Investor's Letter will require such initial purchasers to give certain representations, warranties and undertakings.

70

Supply and disclosure of information If any of the Placing Agents, the Registrar or the Company or any of their agents request any information about an Investor's agreement to purchase New Ordinary Shares under the Placing, such Investor must promptly disclose it to them. Miscellaneous The rights and remedies of each of the Placing Agents, the Registrar, the Adviser, the Sub-Adviser, the Founders and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others. On application, if an Investor is a discretionary fund manager, that Investor may be asked to disclose in writing or orally to the Placing Agents the jurisdiction in which its funds are managed or owned. All documents will be sent at the Investor's risk. They may be sent by post to such Investor at an address notified to the Placing Agents. Each Investor agrees to be bound by the Articles (as amended from time to time) once the New Ordinary Shares, which the Investor has agreed to purchase pursuant to the Placing, have been issued to the Investor. The contract to purchase New Ordinary Shares under the Placing, the appointments and authorities mentioned herein and the representations, warranties and undertakings set out herein will be governed by, and construed in accordance with, English law. For the exclusive benefit of the Placing Agents, the Company, the Adviser, the Sub-Adviser, the Founders and the Registrar, each Investor irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against an Investor in any other jurisdiction. In the case of a joint agreement to purchase New Ordinary Shares under the Placing, references to an "Investor" in these terms and conditions are to each of the Investors who are a party to that joint agreement and their liability is joint and several. Each of the Joint Bookrunners and the Company expressly reserves the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before closing. Allocation The rights attaching to the Ordinary Shares will be uniform in all respects and they will form a single class for all purposes. Allocations under the Placing will be determined by the Joint Bookrunners after indications of interest from prospective Investors have been received. Multiple applications for New Ordinary Shares under the Placing will be accepted. A number of factors will be considered in deciding the basis of allocation under the Placing, including the level and nature of the demand for the Ordinary Shares and the objective of establishing an Investor profile consistent with the long-term objective of the Company. The Placing Agents will notify Investors of their allocations. All New Ordinary Shares issued pursuant to the Placing will be issued, payable in full, at the Placing Placing Price The New Ordinary Shares issued pursuant to the Placing will be issued in registered form and will be capable of being held in both certificated and uncertificated form. It is expected that the New Ordinary Shares will be issued pursuant to the Placing on 22 June 2011. Dealing arrangements The Placing is subject to certain conditions and termination rights in the Placing Agreement, which are typical for an agreement of this nature. Certain conditions are related to events which are outside the control of the Company and the Placing Agents. Further details of the Placing Agreement are provided in paragraph 15.1 of "Part VIII ­ Additional Information". Application has been made to the UK Listing Authority for all the Ordinary Shares to be listed on the Official List and application has been made to the London Stock Exchange for the Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. 71

(iii) 6.1

(i) 21.2.3 (iii) 4.5 (iii) 5.2.3(e) (iii) 5.2.3(h)

(iii) 4.3 (iii) 4.7

It is expected that dealings in the Ordinary Shares will commence on a conditional basis on the London Stock Exchange at 8.00 a.m. (London time) on 17 June 2011. The expected date for settlement of such dealings will be 22 June 2011. All dealings between the commencement of conditional dealings and the commencement of unconditional dealings will be on a "when issued basis". If the Placing does not become unconditional in all respects, any such dealings will be of no effect and any such dealings will be at the risk of the parties concerned. It is expected that Admission will take place and unconditional dealings in the Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. (London time) on 22 June 2011. This date and time may change. It is intended that Ordinary Shares allocated to Investors who wish to hold shares in uncertificated form will take place through CREST on Admission. It is intended that, where applicable, definitive share certificates in respect of the Placing will be distributed from 22 June 2011 or as soon as practicable thereafter. Temporary documents of title will not be issued. Dealings in advance of crediting of the relevant CREST stock account shall be at the risk of the person concerned. CREST CREST is the system for paperless settlement of trades in listed securities operated by Euroclear. CREST allows securities to be transferred from one person's CREST account to another's without the need to use share certificates or written instruments of transfer. The Articles permit the holding of Ordinary Shares in uncertificated form under the CREST System. Application has been made for the Ordinary Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in the Ordinary Shares following Admission may take place within the CREST System if any Shareholder so wishes. CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so. An Investor applying for New Ordinary Shares in the Placing may, however, elect to receive Ordinary Shares in uncertificated form if the Investor is a member (as defined in the Jersey CREST Order) in relation to CREST. Placing arrangements The Company, the Directors, the Adviser, the Founders and the Placing Agents have entered into the Placing Agreement pursuant to which the Placing Agents have severally agreed, subject to certain conditions, to use reasonable endeavours to procure subscribers for the New Ordinary Shares to be issued by the Company under the Placing at the Placing Price. The Placing Agreement entitles the Placing Agents to terminate the Placing (and the arrangements associated with it) at any time prior to Admission in certain circumstances. If this right is exercised, the Placing and these arrangements will lapse and any monies received in respect of the Placing will be returned to applicants without interest. Further details of the terms of the Placing Agreement are contained in paragraph 15.1 of "Part VIII ­ Additional Information". Issue of Ordinary Shares to the Independent Non-Executive Directors Pursuant to subscription letters, on Admission: (a) (b) (c) (d) 150,000 Ordinary Shares will be issued by the Company to Rodney Chase for a total price of £1,500,000. 40,000 Ordinary Shares will be issued by the Company to Jim Leng for a total price of £400,000. 30,000 Ordinary Shares will be issued by the Company to George Rose for a total price of £300,000. 30,000 Ordinary Shares will be issued by the Company to Sir Graham Hearne for a total price of £300,000,

(iii) 5.2.4

(iii) 5.2.4

(iii) 5.1.8 (iii) 4.3 (iii) 4.7

(iii) 5.4.3

72

(together the "Independent Non-Executive Director Subscription Letters"). Of the aggregate subscription price of £2,500,000, £900,000 will be funded by the Independent NonExecutive Directors through the advance payment of their Directors' fees (as further described in paragraph 10 of "Part VIII ­ Additional Information") and £1,600,000 will be funded by them in cash. Lock-up arrangements Pursuant to the Placing Agreement, the Founders have agreed not to, without the prior written consent of the Joint Bookrunners, offer, sell, contract to sell, pledge or otherwise dispose of any Ordinary Shares they hold directly or indirectly in the Company on Admission (or which they acquire on exercise of the exchange rights attaching to the Founder Shares or the Founder Securities), or any Founder Shares or Founder Securities they hold directly or indirectly in the Subsidiary, for a period of 365 days after completion of the Acquisition. In each case, these restrictions are subject to exceptions for, among others, transfers to Vallares Capital, limited partners of Vallares Capital, any of the Founders, any person who becomes an Active Partner or an Active Member, a family member or family trust of any such person or upon the enforcement of security over such shares described in this document. Stabilisation and Repurchase Option In connection with the Placing, the Stabilising Manager (or any person acting for the Stabilising Manager), may, to the extent permitted by applicable law, effect transactions with a view to supporting the market price of the Ordinary Shares or any options, warrants or rights with respect to, or other interest in, the Ordinary Shares or other securities of the Company, in each case at a level higher than that which might otherwise prevail. Such transactions may be effected on the London Stock Exchange, on over-the-counter markets or otherwise and may be undertaken at any time from the commencement of conditional dealings in the New Ordinary Shares and for 30 days thereafter. There is no assurance that stabilising transactions will be undertaken. Such transactions, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Placing Price. Save as required by any legal or regulatory obligation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any repurchase and/or stabilisation transactions under the Placing. The Company has granted the Stabilising Manager an option (the "Repurchase Option") which is exercisable in whole or in part, upon notice by the Stabilising Manager, from the commencement of conditional dealings in the New Ordinary Shares and for 30 days thereafter. Pursuant to the Repurchase Option, the Stabilising Manager may require the Company to purchase up to 10,000,000 Ordinary Shares held by the Stabilising Manager as a result of stabilisation transactions at the Placing Price. The Company will cancel any Ordinary Shares it acquires pursuant to the Repurchase Option. If the Repurchase Option is exercised the size of the Offering may be reduced by up to 10,000,000 Ordinary Shares and the Gross Proceeds of the Offering may be reduced by up to £100,000,000. There is no assurance from the Company or the Stabilising Manager that the Repurchase Option will or will not be exercised or as to the extent that it will be used if it is exercised. The Repurchase Option may result in a market price that is higher than would otherwise prevail.

(iii) 6.5.4

(iii) 7.3

(iii) 6.5.1 (iii) 6.5.2 (iii) 6.5.3

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PART V SHARE CAPITAL, LIQUIDITY AND CAPITAL RESOURCES AND ACCOUNTING POLICIES

Share capital The Company was incorporated on 1 April 2011 under the Jersey Companies Law. Details of the current issued share capital of the Company are set out in paragraph 3 of "Part VIII ­ Additional Information". As at Admission, the share capital of the Company is expected to be £13,309,000 (divided into 133,090,002 issued Ordinary Shares of £0.10 each). In the 30-day period following the commencement of conditional dealings in the Ordinary Shares, the share capital of the Company may be reduced by up to 10,000,000 Ordinary Shares as a result of any exercise of the Repurchase Option. All of the issued Ordinary Shares will be in registered form, and capable of being held in certificated or uncertificated form. The Registrar will be responsible for maintaining the share register. Temporary documents of title will not be issued. The ISIN of the Ordinary Shares is JE00B55Q3P39. The SEDOL number of the Ordinary Shares is B55Q3P3. Financial position The Company has not yet commenced operations. The financial information in respect of the Company upon which PricewaterhouseCoopers LLP has provided the accountant's report in Section A of "Part VI ­ Financial Information on the Company" as at 1 April 2011 is set out in "Part VI ­ Financial Information on the Company". If the Placing and Admission had taken place on 1 April 2011 (being the date as at which the financial information contained in "Part VI ­ Financial Information on the Company" is presented): · · · the net assets of the Company would have been significantly increased by £1,290,900,000 (due to the receipt of the Net Proceeds); the Company's earnings would have increased as a result of interest commencing to be earned on the Net Proceeds; and the liabilities of the Company would have increased due to (inter alia) the Advisory Agreement becoming effective, thereby obliging the Company to pay the fees under such agreement as and when they fall due and the Directors Letters of Appointment becoming effective, thereby committing the Company to pay fees under such letters of appointment as and when they fall due.

Liquidity and capital resources Sources of cash and liquidity The Company's initial source of cash will be the gross proceeds of the Placing and the subscription monies arising from the issue of the Founder Shares and the Founder Securities in the Subsidiary. It will initially use such cash to fund the expenses of the Placing, ongoing costs and expenses, and the costs and expenses to be incurred in connection with seeking to identify and effect the Acquisition. In due course, the Company intends to use such cash to fund (all or part of) the Acquisition. The Company may raise additional capital from time to time in connection with the Acquisition. Such capital is expected to be raised through share issues (such as rights issues, open offers or private placings) or borrowings. 10,000,000 Founder Shares in the capital of the Subsidiary at a subscription price of £1.50 each and 10,000,000 Founder Securities in the capital of the Subsidiary at a subscription price of £0.50 each were subscribed on incorporation of the Subsidiary by a nominee of Vallares Capital GP Limited. Of these, 9,200,000 Founder Shares and 9,200,000 Founder Securities have been contributed to Vallares Capital for the benefit of the limited partners therein, including one or more Founders. In due course, some or all of the remaining Founder Shares and Founder Securities may be contributed to Vallares Capital.

74

The Company may also make the Acquisition or fund part of the Acquisition through share-for-share exchanges. Any such exchanges will be subject to the restrictions on the issue of shares set out in paragraph 18 of "Part VIII ­ Additional Information". In addition to capital raised from new equity, the Company may choose to finance all or a portion of the Acquisition with debt financing. The forms of debt financing to be used by the Company are expected to be bank financing, although no such financing arrangements will be in place at Admission. Debt financing for the Acquisition will be assessed with reference to the capacity of any target company, business or asset to support gearing. Any costs associated with the debt financing will be paid with the proceeds of such financing. If debt financing is utilised, there will be additional servicing costs. Furthermore, while the terms of any such financing cannot be predicted, such terms may subject the Company to financial and operating covenants or other restrictions, including restrictions that might limit the Company's ability to make distributions to Shareholders. The Company has agreed with the Subsidiary and Vallares Capital that, as soon as practicable after Admission, it will apply the Net Proceeds (less an amount reserved for Company expenses in respect of the two years following Admission (as estimated by the Adviser)) to subscribe for A Shares in the capital of the Subsidiary. As substantially all of the cash raised (including cash from any subsequent share offers) will (or is expected to) be used in connection with the Acquisition, following the Acquisition the Company's future liquidity will depend in the medium to longer term primarily on: (i) the timing and sale of any companies, businesses or assets it acquires; (ii) the Company's management of available cash; (iii) cash distributions on sale of existing assets; (iv) the use of borrowings, if any, to fund short-term liquidity needs; and (v) dividends or distributions from subsidiary companies. Cash Uses The Company's principal use of cash (including the Net Proceeds) will be to fund the Acquisition sourced by the Adviser. Over time and in accordance with the Company's business strategy, it expects to make distributions to Shareholders in accordance with the Company's dividend policy. In addition to using cash to make the Acquisition and distributions to Shareholders, the Company will incur day-today expenses that will need to be funded. Initially, the Company expects these expenses will be funded through the Net Proceeds (and income earned on the Net Proceeds). Such expenses include: · all costs relating to the Placing, including fees and expenses incurred in connection with the Placing such as those incurred in the establishment of the Group (including incorporation expenses of the Company), Placing and Admission fees, fees and expenses payable under the Placing Agreement, legal, accounting, registration, printing, advertising and distribution costs and any other applicable expenses; approved or allowed transaction costs and expenses ­ at such time as the Board approves the investigation into a potential acquisition it is expected that it will meet all third party costs reasonably and properly incurred by the Adviser on behalf of the Company (including where such costs are incurred by the Sub-Adviser acting on behalf of the Adviser) and the costs and expenses of other advisers, including in the context of the Acquisition all due diligence costs, legal, underwriting, investment banking, broking, merger and acquisition, tax advice, public relations and printing costs and, where an acquisition is not consummated, abort costs and such costs and expenses; all costs relating to raising capital or in connection with debt financings in connection with, or in anticipation of, the Acquisition, including fees and expenses incurred by the Company for its financial, tax, accounting, technical and other advisers, as the case may be; Directors' fees; operational costs and expenses which will include (but will not be limited to) the fees and expenses of the Registrar (described in paragraph 15.7 of "Part VIII ­ Additional Information"), as well as regulatory, custody, audit and licence fees, trademark fees, insurance and other similar costs; the annual fee to be paid to the Adviser under the Advisory Agreement (as described below);

CESR 37

·

·

· ·

·

75

· ·

the one off transaction fee of £1,000,000 to be paid by the Adviser to the Sub-Adviser within five business days of Admission which will be reimbursed by the Company to the Adviser; and certain expenses of the Adviser and Sub-Adviser (See "Part III ­ The Company, its Board and the Acquisition Structure").

Following the Acquisition, the Company's day-to-day expenses will be funded through revenue received through distributions or payments from subsidiaries and, if the Company considers it appropriate or desirable for flexibility, through short-term borrowings (to the extent that it is able to effect such borrowings). Under the Advisory Agreement, the Adviser will receive an annual fee of £5,000,000 or 0.5 per cent. of the average Monthly Market Capitalisation of the Company for the year in question (whichever is higher), subject to a maximum of £10,000,000, plus in each case any applicable VAT, payable in advance in two six-monthly instalments. From such fee the Adviser will be responsible for all of its day-to-day costs, initial research and due diligence costs except where the Board gives approval or later ratification, or where any costs of a potential acquisition do not exceed de minimis amount, and payment of the annual fee due to the Sub-Adviser under the Sub-Advisory Agreement. The Board's consent is required for the engagement of any professional adviser or external consultant if the terms of such engagement include a success fee in relation to this Acquisition or fees in excess of $250,000. It is intended that any company, business or asset acquired pursuant to the Acquisition will pay all of its own expenses associated with operating such company, business or asset as well as any funding costs associated with any debt raised in conjunction with the Acquisition. In addition, it is intended that any acquired company, business or asset will pay the costs of directors and any staff seconded from the Adviser. The Sub-Adviser's fees will be a £1,000,000 transaction fee payable by the Adviser within five business days of Admission and reimbursed by the Company, and a monthly fee of £100,000 plus any applicable VAT thereafter which the Adviser will pay. Deposit or Investment of Net Proceeds Pending Acquisition Prior to the completion of the Acquisition, the Company and the Subsidiary will invest or deposit the Net Proceeds in sterling denominated money market instruments, government securities, commercial paper, asset backed commercial paper, corporate bonds and/or deposits with commercial banks. None of such instruments or commercial banks will be less than AA­ rated at the time of investment or deposit by the Company or the Subsidiary. The Net Proceeds will be so managed, invested and/or deposited by the Company or the Subsidiary and not in any custodian, trust or escrow arrangement. The Company and the Subsidiary will principally seek to preserve capital and therefore the yield on the instruments in which they invest is likely to be low. If the Acquisition is not completed before the second anniversary of Admission, then (unless the Acquisition has been previously announced but completes after the second anniversary of Admission or the Company is in active negotiations relating to the Acquisition which is announced shortly after the second anniversary of Admission and subsequently completes) the Board will recommend to Shareholders either that the Company be wound up by Special Resolution (in order to return to Shareholders the Priority Return Sum and any other remaining distributable assets) or that the Company continues to pursue the Acquisition for a further year. The Board's recommendation will then be put to a Shareholder vote. In the event that the Company is wound up in such circumstances, any return of capital on the Founder Shares and Founder Securities will be subordinated to payment of the Priority Return Sum to Shareholders. Indebtedness As at the date of this document, the Company has no guaranteed, secured, unguaranteed or unsecured debt and no indirect or contingent indebtedness. Accounting policies and financial reporting The Company's financial year end will be 31 March, and the first set of audited annual financial statements will be for the period from 1 April 2011 to 31 March 2012. The Company will produce and publish half-yearly financial statements as required by the Disclosure and Transparency Rules. The Company will present its financial statements in accordance with IFRS as adopted by the European Union. 76

(iii) 3.2 CESR 127

PART VI FINANCIAL INFORMATION ON THE COMPANY

(A) ACCOUNTANT'S REPORT ON THE HISTORICAL FINANCIAL INFORMATION ON THE COMPANY

(i) 3.1 PR 2.1.1(2)(a) (i) 20.1 (i) 20.4.3 (i) 9.1

The Directors Vallares PLC 12 Castle Street St. Helier, Jersey JE2 3RT 17 June 2011 Dear Sirs Vallares PLC Introduction We report on the historical financial information on the Company set out in Section B of Part VI of the Prospectus for the period ended 1 April 2011 (the "Historical Financial Information"). The Historical Financial Information has been prepared for inclusion in the prospectus dated 17 June 2011 (the "Prospectus") of Vallares PLC (the "Company") on the basis of the accounting policies set out in note 1 to the Historical Financial Information. This report is required by item 20.1 of Annex I to the PD Regulation and is given for the purposes of complying with that item and for no other purpose. Responsibilities The Directors of the Company are responsible for preparing the Historical Financial Information in accordance with the basis of preparation set out in note 1 to the Historical Financial Information. It is our responsibility to form an opinion as to whether the Historical Financial Information gives a true and fair view, for the purposes of the prospectus and to report our opinion to you. Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulation, consenting to its inclusion in the Prospectus.

PricewaterhouseCoopers LLP, 1 Embankment Place, London WC2N 6RH PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Services Authority for designated investment business.

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Basis of opinion We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the Historical Financial Information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the Historical Financial Information and whether the accounting polices are appropriate to the Company's circumstances consistently applied and adequately disclosed. We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Historical Financial Information is free from material misstatement, whether caused by fraud or other irregularity or error. Our work has not been carried out in accordance with auditing standards generally accepted in the United States of America or auditing standards of the Public Company Accounting Oversight Board (United States) and accordingly should not be relied upon as if it had been carried out in accordance with those standards. Opinion In our opinion, the Historical Financial Information gives, for the purposes of the prospectus dated 17 June 2011, a true and fair view of the state of affairs of the Company as at the date stated in accordance with the basis of preparation set out in note 1 to the Historical Financial Information. Declaration For the purposes of Prospectus Rule 5.5.3R(2)(f) we are responsible for this report as part of the prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omissions likely to affect its import. This declaration is included in the prospectus in compliance with item 1.2 of Annex I to the PD Regulation. Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

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(B)

HISTORICAL FINANCIAL INFORMATION ON THE COMPANY

BALANCE SHEET 1 April 2011 Note ASSETS Current assets Cash at bank Total assets EQUITY & LIABILITIES Equity Called up share capital Retained earnings Total equity Current liabilities Amounts due to related parties Trade and other payables Total liabilities Total equity and liabilities £

­ ­­­­­­­­ ­

­­­­­­­­ ­­­­­­­­ ­­­­­­­­

2

­ ­ ­­­­­­­­ ­

­ ­ ­­­­­­­­ ­ ­­­­­­­­ ­

No income statement has been presented because there are no transactions in the period. The only cash flow and change in equity during the period was the issuance of share capital, as detailed in note 2 and therefore these statements have not been presented. Notes to the Historical Financial Information 1. Basis of preparation The Company was incorporated on 1 April 2011. The Company has not yet commenced business, no audited financial statements have been made up and no dividends have been declared or paid since the date of incorporation. The Historical Financial Information has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") and its interpretations promulgated by the International Accounting Standards Board ("IASB"). The Historical Financial Information is presented in British pounds sterling, which is the Company's functional and presentation currency, and has been prepared under the historical cost convention. 2. Capital and reserves Share Capital Authorised Ordinary shares of £0.10 each Allotted, called up and fully paid 2 ordinary shares of £0.10 were issued upon incorporation of the Company

(i) 21.1.1

£ 10,000,000

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0.20

3. Post balance sheet events On 1 April 2011, the Company subscribed (through a nominee) for 2 A ordinary shares in the capital of Vallares Holding Company Limited (the "Subsidiary") at a subscription price of £10 per share. On 18 May 2011 these shares were transferred into the name of the Company. On 1 April 2011, 10,000,000 Founder Shares in the capital of the Subsidiary at a subscription price of £1.50 each and 10,000,000 Founder Securities in the capital of the Subsidiary at a subscription price of £0.50 each were subscribed on incorporation of the Subsidiary by a nominee of Vallares Capital GP Limited.

(i) 20.9

79

On 27 May 2011, the Company: (i) (ii) (iii) adopted a new memorandum and articles of association in substitution for and to the exclusion of the Company's then existing memorandum and articles of association; was re-registered as a public company and changed its name to Vallares PLC; and increased the authorised share capital to £1,000,000,000 divided into 10,000,000,000 ordinary shares of £0.10 each by the creation of an additional 9,900,000,000 ordinary shares of £0.10 each.

On 14 June 2011, the Company adopted new articles of association in substitution for and to the exclusion of the Company's then existing articles of association.

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PART VII TAXATION

General The comments below are of a general and non-exhaustive nature based on the Directors' understanding of the current revenue law and published practice in Jersey, the UK and the US, which is subject to change, possibly with retrospective effect. The following summary does not constitute legal or tax advice and applies only to persons subscribing for Ordinary Shares in the Placing as an investment (rather than as securities to be realised in the course of a trade) who are the absolute beneficial owners of their Ordinary Shares and who have not acquired their Ordinary Shares by reason of their or another person's employment. These comments may not apply to certain classes of person, including dealers in securities, insurance companies and collective investment schemes. An investment in the Company involves a number of complex tax considerations. Changes in tax legislation in any of the countries in which the Company or the Subsidiary has assets or in Jersey (or in any other country in which a subsidiary of the Company through which acquisitions are made, is located), or changes in tax treaties negotiated by those countries, could adversely affect the returns from the Company to Investors. Prospective Investors should consult their own independent professional advisers on the potential tax consequences of subscribing for, purchasing, holding or selling Ordinary Shares under the laws of their country and/or state of citizenship, domicile or residence. Jersey taxation The following is a summary of the anticipated tax treatment in Jersey of the Company and non-Jersey tax resident holders of Ordinary Shares. The discussion is based on Jersey taxation law and practice in force at the date of this document. It does not constitute legal or tax advice. This summary applies only to Shareholders who hold their Ordinary Shares as an investment and who are the absolute beneficial owner of both the Ordinary Shares and any dividends paid on them. Acquisition of Ordinary Shares Holders of Ordinary Shares (other than residents of Jersey) are not subject to any tax in Jersey in respect of the acquisition of the Ordinary Shares. Disposal of Ordinary Shares Under current Jersey law there are no capital gains, gift, wealth, inheritance or capital transfer taxes and no stamp duty would currently be levied in Jersey on the issue or transfer of Ordinary Shares. Please refer to the section below dealing with stamp duty on the death of an individual. Income from Ordinary Shares Dividends on the Ordinary Shares may be paid by the Company without withholding or deduction for or on account of Jersey income tax. Goods and services tax The Company is an "international services entity" for the purposes of the Goods and Services Tax (Jersey) Law 2007 (the "GST Law"). Consequently, the Company is not: · · · a taxable person pursuant to the GST Law; required to charge goods and services tax in Jersey in respect of any supply made by it; or (subject to limited exceptions that are not expected to apply to the Company) required to pay goods and services tax in Jersey in respect of any supply made to it.

(iii) 5.3.1

(iii) 4.11

81

Jersey Stamp Duty Upon the death of a Shareholder, Jersey stamp duty will be payable on the registration in Jersey of a grant of probate or letters of administration, which will be required in order to transfer or otherwise deal with: · (where the deceased person was domiciled in Jersey at the time of death) the deceased person's personal estate wherever situated (including any Ordinary Shares) if the net value of such personal estate exceeds £10,000; or (where the deceased person was domiciled outside of Jersey at the time of death) the deceased person's personal estate situated in Jersey (including any Ordinary Shares) if the net value of such personal estate exceeds £10,000.

·

The rate of stamp duty payable is: · · (where the net value of the deceased person's relevant personal estate does not exceed £100,000) 0.50 per cent. of the net value of the deceased person's relevant personal estate; or (where the net value of the deceased person's relevant personal estate exceeds £100,000) £500 for the first £100,000 plus 0.75 per cent. of the net value of the deceased person's relevant personal estate which exceeds £100,000.

In addition, application and other fees may be payable. Taxation of the Company Under Article 123C of the Income Tax (Jersey) Law 1961 (the "Jersey Income Tax Law"), the Company (being neither a financial services company nor a specified utility company under the Jersey Income Tax Law at the date hereof) will (except as noted below) be regarded as subject to Jersey income tax at a rate of 0 per cent. If the Company derives any income from the ownership or disposal of land in Jersey, such income will be subject to tax at the rate of 20 per cent. It is not expected that the Company will derive any such income. UK Taxation The following statements are intended only as a general guide to certain UK tax considerations and do not purport to be a complete analysis of all potential UK tax consequences of holding Ordinary Shares. They are based on current UK tax legislation as applied in England and Wales and the what is understood to be the current practice of HM Revenue & Customs, both of which may change, possibly with retroactive effect. They apply only to Shareholders who are resident, and in the case of individual Shareholders, ordinarily resident and domiciled, for tax purposes in (and only in) the UK (except insofar as express reference is made to the treatment of non-UK residents), who hold their Ordinary Shares as an investment (other than under an individual savings account), and who are the absolute beneficial owner of both the Ordinary Shares and any dividends paid on them. The tax position of certain categories of Shareholders who are subject to special rules (such as persons acquiring their Ordinary Shares in connection with employment, dealers in securities, insurance companies and collective investment schemes) is not considered. Prospective investors should consult their own professional advisers as to the consequences of the purchase, ownership and disposition of Ordinary Shares in light of their particular circumstances. (a) The Company The Directors intend to conduct the affairs of the Company and the Subsidiary in such a manner so that they do not become resident in the UK for taxation purposes. Accordingly, and provided that neither Company nor the Subsidiary carry on a trade in the UK (whether or not through a permanent establishment situated therein), they will not be subject to UK income tax or UK corporation tax, except on certain types of UK source income.

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(b)

Dividends Dividend payments may be made without withholding or deduction for or on account of UK income tax. (i) UK resident individual Shareholders Dividends received by individual Shareholders will be subject to UK income tax. This is charged on the gross amount of any dividend paid as increased for any UK tax credit available as described below. UK resident individual Shareholders with a less than 10 per cent. interest in the Company, will generally be entitled to a UK tax credit equal to one-ninth of the amount of the gross dividend, equivalent to ten per cent. of the aggregate of the dividend and credit. An individual Shareholder who is subject to income tax at a rate or rates not exceeding the basic rate will be liable to tax on the dividend at the rate of ten per cent. and will therefore have no UK income tax liability to pay. A Shareholder who is subject to income tax at the higher rate will be liable to income tax at the rate of 32.5 per cent. to the extent that such sum, when treated as the top slice of that Shareholder's income, falls above the threshold for higher rate income tax. Because tax is charged on the gross dividend plus the tax credit, any tax credit lowers the effective rates of tax in respect of the dividend. So, for example, a gross dividend of £180 will carry a tax credit of £20 and the United Kingdom income tax payable on the dividend by an individual Shareholder who is subject to income tax on the dividend solely at the dividend upper rate would be 32.5 per cent. of £200, namely £65, less the tax credit of £20, leaving a net tax charge of £45. The "additional rate", currently 50 per cent., applies for taxable non-savings and savings income in excess of £150,000. If and to the extent that the gross dividend received by a UK resident individual Shareholder falls above the threshold for the additional rate, that individual will be subject to tax on the gross dividend at the new "dividend additional rate", currently 42.5 per cent. In the same way as in relation to a Shareholder who is subject to income tax at the higher rate, the ten per cent. tax credit may be set off against part of his liability. This will have the effect that the Shareholder will have to account for tax equal to 32.5 per cent. of the gross dividend, or about 36.1 per cent. of the net dividend, to the extent that the gross dividend falls above the threshold for the additional rate. So, for example, a cash dividend of £180 will carry a tax credit of £20 and the UK income tax payable on the gross dividend of £200 by an individual Shareholder who is subject to income tax on the dividend solely at the dividend additional rate will be 42.5 per cent. of £200, namely £85, less the tax credit of £20, leaving a net tax charge of £65. Additional considerations may apply if the Company were to pay dividends from its share premium account, but this is not expected to be the case. (ii) UK resident corporate Shareholders Shareholders who are within the charge to corporation tax in respect of shares in the Company will be subject to corporation tax on the gross amount of any dividends paid by the Company, unless (subject to special rules for such Shareholders that are small companies) the dividends fall within an exempt class and certain other conditions are met. Dividends paid on the Ordinary Shares to UK resident corporate shareholders may fall within one or more of the classes of dividend qualifying for exemption from corporation tax. Shareholders within the charge to corporation tax should consult their own professional advisers. Additional considerations may apply if the Company were to pay dividends from its share premium account, but this is not expected to be the case.

83

(iii)

Non-UK resident Shareholder A Shareholder who is not resident in the UK for UK tax purposes will not be liable to income or corporation tax in the UK on dividends paid on the Shares unless such a Shareholder carries on a trade (or profession or vocation) in the UK and the dividends are either a receipt of that trade or, in the case of corporation tax, the Shares are held by or for a UK permanent establishment through which the trade is carried on. Provision of Information Persons in the United Kingdom paying "foreign dividends" to, or receiving "foreign dividends" on behalf of, another person may be required to provide certain information to HM Revenue & Customs regarding the identity of the payee or the person entitled to the "foreign dividend" and, in certain circumstances, such information may be exchanged with tax authorities in other countries. Dividends paid on the Ordinary Shares may constitute "foreign dividends" for this purpose. However, HM Revenue & Customs published practice indicates that HM Revenue & Customs will not generally exercise its power to obtain information where such amounts are paid or received on or before 5 April 2012.

(iv)

(c)

Taxation of disposals A disposal or deemed disposal of Shares by a Shareholder who is (at any time in the relevant UK tax year) resident or, in the case of an individual, ordinarily resident in the UK for tax purposes (or who has ceased to be so resident or ordinarily resident for a period of less than 5 years of assessment), may depending upon the Shareholder's circumstances and subject to any available exemption or relief (such as the annual exempt amount for individuals, or indexation for corporate shareholders), give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of capital gains. On 1 December 2009 a revised taxation regime in respect of offshore funds was introduced. The effect of these rules for investors in vehicles which qualify as offshore funds and do not operate as reporting funds is that on a disposal such an investor would be taxed on an income rather than a capital basis. The Directors have been advised that the Company should not constitute an offshore fund.

(d)

UK stamp duty and stamp duty reserve tax (SDRT) No liability to UK stamp duty or SDRT will arise on the issue of Shares to Shareholders. UK stamp duty will not normally be payable in connection with a transfer of Shares, provided that the instrument of transfer is executed and retained outside the UK and no other action is taken in the UK by the transferor or transferee. No UK SDRT will be payable in respect of any agreement to transfer Shares provided that the Shares are not registered in a register kept in the UK by or on behalf of the Company. The Company currently does not intend that any such register will be maintained in the UK.

(e)

Inheritance Tax Liability to UK inheritance tax may arise in respect of the Shares on the death of, or on a gift of the Shares by, an individual holder of such Shares who is domiciled, or deemed to be domiciled, in the UK. The Shares are not assets situated in the UK for the purposes of UK inheritance tax. Accordingly, neither the death of a holder of such Shares nor a gift of such Shares by a holder will give rise to a liability to UK inheritance tax if the holder is neither domiciled nor deemed to be domiciled in the UK. For inheritance tax purposes, a transfer of assets at less than full market value may be treated as a gift and particular rules apply to gifts where the donor reserves or retains some benefit. Special rules also apply to close companies and to trustees of settlements who hold Shares, bringing them within the charge to inheritance tax. Shareholders should consult an appropriate tax adviser if they make a gift or transfer at less than full market value or if they intend to hold any Shares through trust arrangements.

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(f)

Certain other provisions of UK tax legislation (i) Gains of non-resident companies taxed on participators If the Company would be a "close company" for UK tax purposes were it (hypothetically) resident in the United Kingdom, Shareholders who are resident or ordinarily resident in the United Kingdom for tax purposes and whose proportionate interest in the Company as "participators" for UK tax purposes, together with that of any persons connected with them for UK tax purposes, is greater than 10 per cent. could (depending on individual circumstances) be liable to UK capital gains taxation on the Shareholder's pro rata share of any capital gain accruing to the Company (or, in certain circumstances, to a subsidiary or investee company of the Company). Persons "connected" with a Shareholder for UK tax purposes include, where the Shareholder is a company, any other company that is under the control of the Shareholder, or that has control of the Shareholder, or which is under common control with the Shareholder and, where the Shareholder is a member of a partnership (or is a company under the direct control of another company that is itself a member of a partnership), any other member of that partnership. The rules which determine whether the Company would (if, hypothetically, it were UK tax resident) be a "close company" are complex but are concerned, very broadly, with the diversity of ownership of the Company's share capital from time to time. (ii) Controlled Foreign Companies Provisions If the Company were at any time to be controlled, for UK tax purposes, by persons resident in the United Kingdom for tax purposes, the "controlled foreign companies" provisions in Chapter IV of Part XVII of the Income and Corporation Taxes Act 1988 could apply. Under these provisions, part of any "chargeable profits" accruing to the Company (or in certain circumstances to a subsidiary or investee company of the Company) may be attributed to a UK resident corporate Shareholder and may in certain circumstances be chargeable to UK corporation tax in the hands of that Shareholder. However, this will apply only if the apportionment to the Shareholder, when aggregated with the apportionment to any person(s) "connected" or "associated" with the Shareholder, is at least 25 per cent. of the chargeable profits of the Company (or, as appropriate, of a subsidiary or investee company of the Company). A company's "chargeable profits" are calculated on UK tax principles but do not include any of its chargeable gains. The UK Government is currently consulting on proposals to recast the controlled foreign company rules substantially in 2012 so their scope and effect are subject to change. (iii) Transfer of Assets Abroad The transfer of assets abroad regime imposes an income tax charge on ordinarily UK resident individuals to whom income is treated as arising if there has been a "relevant transfer" (i.e. a transfer of assets that results, either directly or through an associated operation, in income becoming payable to a non-UK resident). No income should be treated as arising to a Shareholder if it can be demonstrated that it would not be reasonable to draw the conclusion that the purpose of avoiding liability to taxation was the purpose, or one of the main purposes, for which any of the relevant transactions were effected. The attention of individual Shareholders is drawn to these provisions. Transactions in securities provisions HM Revenue & Customs have the power to raise tax assessments so as to cancel "tax advantages" derived from certain prescribed "transactions in securities". The provisions only apply in relation to persons liable to income tax where a main purpose of the person potentially subject to the counteraction was to obtain an income tax advantage. In the corporation tax context there is an exception to the operation of the rules where the transaction(s) are effected for genuine commercial reasons or in the ordinary course of

(iv)

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making or managing investments and where enabling corporation tax advantages to be obtained is not the main object or one of the main objects of the transaction(s). The attention of Shareholders is drawn to these provisions. (v) Bond Fund rules If the Company were to be an open ended investment company, a unit trust scheme or an offshore fund then prior to any Acquisition these rules could apply to tax a corporate Shareholder on changes in fair value of its interest. The Directors have been advised that the Company should not be treated as any of the relevant vehicles.

US federal income taxation This disclosure is a summary of certain US federal income tax issues relevant to a US Holder (as defined below) acquiring, holding and disposing of the Ordinary Shares. Additional tax issues may exist that are not addressed in this disclosure and that could affect the US federal income tax treatment of the acquisition, holding and disposition of the Ordinary Shares. To ensure compliance with US Internal Revenue Service Circular 230, Prospective Investors are hereby notified that: (A) any discussion of the US federal tax issues contained or referred to herein is not intended or written to be used, and cannot be used, by prospective investors for the purpose of avoiding penalties that may be imposed under the US federal tax laws, (B) this tax disclosure was written in connection with the promotion and marketing of the Ordinary Shares by the Company, and (C) prospective investors should seek advice based on their particular circumstances from an independent tax adviser. This discussion does not address US state, local or non-US income tax consequences. The discussion applies only to US Holders who hold Ordinary Shares as capital assets for US federal income tax purposes and it does not address special classes of holders, such as: · · · · · · · · · certain financial institutions; insurance companies; dealers and traders in securities; persons holding Ordinary Shares as part of a hedge, straddle, conversion or other integrated transaction; persons whose functional currency for US federal income tax purposes is not the US dollar; partnerships or other entities classified as partnerships for US federal income tax purposes; persons liable for the alternative minimum tax; tax-exempt organisations; or persons holding Ordinary Shares that own or are deemed to own 10 per cent. or more of the Company's voting stock.

This discussion is based on existing US federal income tax law, which is subject to change, possibly with retroactive effect. Prospective Investors should consult their own tax advisers concerning the US federal, state, local and non-US tax consequences of purchasing, owning and disposing of Ordinary Shares in their particular circumstances. As used herein, a "US Holder" is a beneficial owner of Ordinary Shares that is, for US federal income tax purposes: (i) a citizen or resident of the United States; (ii) a corporation or other entity taxable as a corporation, created or organised in or under the laws of the United States or any political subdivision thereof; or (iii) an estate or trust the income of which is subject to US federal income taxation regardless of its source. The US federal income tax treatment of a partner in a partnership (or any entity treated for US federal income tax purposes as a partnership for such purposes) purchasing, owning and disposing of Ordinary Shares generally will depend on the status of the partner and the activities of the partnership. Partners

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in such partnerships should consult their own tax advisers about the US federal income tax consequences to them of the partnership's acquisition, ownership and disposition of Ordinary Shares. Passive foreign investment company ("PFIC") considerations In general, the Company will be considered a passive foreign investment company ("PFIC") for any taxable year in which: (i) 75 per cent. or more of its gross income consists of passive income; or (ii) 50 per cent. or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, if the Company, directly or indirectly, owns at least 25 per cent. by value of the stock of another corporation, then the Company would be treated as if it held its proportionate share of the assets of such other corporation and received directly its proportionate share of the income of such other corporation. Passive income generally includes dividends, interest, rents, royalties and capital gains. Because the Company currently has no active business, it is likely that the Company will meet the PFIC income and/or asset tests for the current year. The PFIC rules, however, contain an exception to PFIC status for companies in their "start-up year". Under this exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income if (i) no predecessor of the corporation was a PFIC; (ii) the corporation satisfies the Internal Revenue Service (the "IRS") that it will not be a PFIC for either of the first two taxable years following the start-up year; and (iii) the corporation is not in fact a PFIC for either of these subsequent years. The Company cannot predict whether it will be entitled to take advantage of the start-up year exception. After the acquisition of a company, the Company may still meet one or both of the PFIC tests, depending on the timing of the acquisition and the nature of the income and assets of the acquired business. In addition, the Company may make acquisitions of equity interests in PFICs, referred to herein as "Lower-tier PFICs" and there is no guarantee that the Company would cease to be a PFIC once it has made these acquisitions. Consequently, the Company can provide no assurance that it will not be a PFIC for either the current year or for any subsequent year. Under certain attribution rules, if the Company is a PFIC, US Holders will be deemed to own their proportionate share of Lower-tier PFICs, and will be subject to US federal income tax on: (i) certain distributions on the shares of a Lower-tier PFIC; and (ii) a disposition of shares of a Lower-tier PFIC, both as if the holder directly held the shares of such Lower-tier PFIC. If a company is a PFIC for any taxable year during which a US Holder holds (or, as discussed in the previous paragraph, is deemed to hold) its shares, such US Holder will be subject to significant adverse US federal income tax rules. Unless a holder makes a timely "QEF Election" or "mark-to-market" election, each as described below, gain recognised upon a disposition (including, under certain circumstances, a pledge) of Ordinary Shares by such US Holder, or upon an indirect disposition of shares of a Lower-tier PFIC, will be allocated rateably over the US Holder's holding period for such shares and will not be treated as capital gain. Instead, the amounts allocated to the taxable year of disposition and to the years before the relevant company became a PFIC, if any, will be taxed as ordinary income. The amount allocated to each PFIC taxable year will be subject to tax at the highest rate in effect for such taxable year for individuals or corporations, as appropriate, and an interest charge (at the rate generally applicable to underpayments of tax due in such year) will be imposed on the tax attributable to such allocated amounts. Any loss recognised will be capital loss, the deductibility of which is subject to limitations. Further, to the extent that any distribution received by a US Holder on its Ordinary Shares (or a distribution by a Lower-tier PFIC to its shareholder that is deemed to be received by a US Holder) exceeds 125 per cent. of the average of the annual distributions on such shares received during the preceding three years or the US Holder's holding period, whichever is shorter, such excess distribution will be subject to taxation as described above. If the Company is a PFIC for any taxable year during which a US Holder holds Ordinary Shares, the Company will continue to be treated as a PFIC with respect to the US Holder for all succeeding years during which the US Holder holds Ordinary Shares, regardless of whether the Company actually continues to be a PFIC. The US Holder may terminate this deemed PFIC status by electing to recognise gain (which will be taxed under the adverse tax rules discussed in the preceding paragraph) as if the US Holder's Ordinary Shares had been sold on the last day of the last taxable year for which the Company was a PFIC.

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Qualified Electing Fund Election ("QEF Election") A US Holder may be able to make timely elections to treat the Company and any Lower-tier PFICs controlled by the Company as qualified electing funds ("QEF Elections") to avoid the foregoing rules with respect to excess distributions and dispositions. If a US Holder makes a QEF Election, the US Holder would be currently taxable on its pro rata share of the Company's ordinary earnings and net capital gain (at ordinary income and capital gains rates, respectively) for each taxable year for which the Company is classified as a PFIC, regardless of whether the US Holder received any dividend distributions from the Company. To the extent of such income inclusions, the US Holder would not be required to include in income any subsequent dividend distributions received from the Company. For purposes of determining a gain or loss on the disposition (including redemption or retirement) of Ordinary Shares, the US Holder's initial tax basis in the Ordinary Shares would be increased by the amount included in gross income as a result of a QEF Election and decreased by the amount of any non-taxable distributions on the Ordinary Shares. In general, a US Holder making a timely QEF Election will recognise, on the sale or disposition (including redemption and retirement) of Ordinary Shares, capital gain or loss equal to the difference, if any, between the amount realised upon such sale or disposition and that US Holder's adjusted tax basis in those Ordinary Shares. Such gain will be long-term if the US Holder has held the Ordinary Shares for more than one year on the date of disposition. Similar rules will apply to any Lower-tier PFICs for which QEF Elections are timely made. Certain distributions on, and gain from dispositions of, equity interests in Lower-tier PFICs for which no QEF Election is made will be subject to the general PFIC rules described above. Each US Holder who desires to make QEF Elections must individually make QEF Elections with respect to each entity. Each QEF Election is effective for the US Holder's taxable year for which it is made and all subsequent taxable years and may not be revoked without the consent of the IRS. In general, a US Holder must make a QEF Election on or before the due date for filing its income tax return for the first year to which the QEF Election is to apply. If a US Holder makes a QEF Election in a year following the first taxable year during such US Holder's holding period in which a company is classified as a PFIC, the general PFIC rules described above will continue to apply unless the US Holder elects to recognise gain as if the US Holder has sold shares in the Company or Lower-tier PFIC for their fair market value on the first day of the US Holder's taxable year for which the US Holder makes the QEF Election with respect to the Company or Lower-tier PFIC. Any gain recognised on this deemed sale would be subject to the general PFIC rules described above. In order to comply with the requirements of a QEF Election, a US Holder must receive certain information from the Company. The Company expects to comply with all reporting requirements necessary for US Holders to make QEF Elections with respect to the Company and any Lower-tier PFICs which it controls. Specifically, the Company will attempt to provide, as promptly as practicable following the end of its initial taxable year and any other taxable year in which the Company and any such Lowertier PFIC determines that it is a PFIC, the information necessary for such elections to registered holders of Ordinary Shares with US addresses and to other Shareholders upon request. There is no assurance, however, that the Company will have timely knowledge of its status as a PFIC, or that the information that the Company provides will be adequate to allow US Holders to make a QEF Election. US Holders should consult their own tax advisers as to the advisability of, consequences of, and procedures for making, a QEF Election. Neither investors nor the Company will be able to determine whether the Company will be a PFIC for its initial taxable year until after the close of the Company's 2012 taxable year since it cannot be certain that it will qualify for the start-up year exception described above under "Passive foreign investment company ("PFIC") considerations". If the Company were to determine that it did not qualify for the start-up year exception after the due date of a US Holder's tax return for the Company's current taxable year, a US Holder would not be able to make a retroactive QEF Election with respect to such first taxable year unless (i) the US Holder obtains the consent of the IRS to file a late QEF Election with respect to such year or (ii) the US Holder (a) reasonably believed, as of the original due date for making the QEF Election, that the Company was not a PFIC for its first taxable year (i.e., the retroactive election year) and (b) filed a protective statement with respect to the Company with such holder's tax return for the retroactive election year in which the holder described the basis for its reasonable belief and agreed to extend the period of limitations on the assessment of taxes under the PFIC rules for the retroactive election year. In the alternative, if the Company were to determine that it did not qualify for the startup year exception after the due date of a US Holder's tax return for the Company's current taxable year,

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a US Holder could make a deemed sale election described above under "Qualified Electing Fund Elections ("QEF Election")" with respect to such holder's Ordinary Shares as of the last day of the Company's current taxable year and a QEF Election for the Company's 2012 taxable year. There can be no assurance, however, that the Company will have timely knowledge of its status as a PFIC, or that the information that the Company provides will be adequate to allow US Holders to make a QEF Election. US Holders should consult their own tax advisers as to the advisability of, consequences of, and procedures for making, a timely or retroactive QEF Election, a deemed sale election, or both. The rules dealing with PFICs, QEF Elections, deemed sale elections and mark-to-market elections are complex and affected by various factors in addition to those described above. As a result, US Holders should consult their own tax advisers concerning the Company's PFIC status and the tax considerations relevant to an investment in a PFIC including the availability of and the merits of making QEF Elections (including the timing thereof), deemed sale elections, or mark-to-market elections. Mark-to-Market Election Alternatively, a US Holder may be able to make a mark-to-market election with respect to the Ordinary Shares (but not with respect to the shares of any Lower-tier PFICs) if the Ordinary Shares are "regularly traded" on a "qualified exchange". In general, the Ordinary Shares will be treated as "regularly traded" in any calendar year in which more than a de minimis quantity of Ordinary Shares are traded on a qualified exchange on at least 15 days during each calendar quarter. The Company believes the London Stock Exchange is a qualified exchange. However, the Company can make no assurance that the Ordinary Shares will be listed on a "qualified exchange" or that there will be sufficient trading activity for the Ordinary Shares to be treated as "regularly traded". Accordingly, US Holders should consult their own tax advisers as to whether the Ordinary Shares would qualify for the mark-to-market election. If a US Holder makes the mark-to-market election, for each year in which the Company is a PFIC, the holder will generally include as ordinary income the excess, if any, of the fair market value of the Ordinary Shares at the end of the taxable year over their adjusted tax basis, and will be permitted an ordinary loss in respect of the excess, if any, of the adjusted tax basis of the Ordinary Shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). If a US Holder makes the election, the holder's tax basis in the Ordinary Shares will be adjusted to reflect any such income or loss amounts. Any gain recognised on the sale or other disposition of Ordinary Shares will be treated as ordinary income. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent year, unless the Ordinary Shares cease to be marketable (as described above) or the IRS consents to the revocation of the election. If a mark-to-market election is not made for the first year in which a US Holder owns Ordinary Shares and the Company is a PFIC, the interest charge described above will apply to any mark-to-market gain recognised in the later year that the election is first made. A mark-to-market election under the PFIC rules with respect to the Ordinary Shares would not apply to a Lower-tier PFIC, and a US Holder would not be able to make such a mark-to-market election in respect of its indirect ownership interest in any Lower-tier PFIC. Consequently, US Holders of Ordinary Shares could be subject to the PFIC rules with respect to income of any Lower-tier PFIC. US Holders should consult their own tax advisers regarding the availability and advisability of making a mark-to-market election in their particular circumstances. In particular, US Holders should consider the impact of a mark-to-market election with respect to their Ordinary Shares, given that the Company does not expect to pay regular dividends, at least in the short to medium term, and given that the Company may have Lower-tier PFICs for which such election is not available. Consequences of Not Being a PFIC If the Company is not treated as a PFIC, then distributions received by a US Holder on Ordinary Shares, other than certain pro rata distributions of Ordinary Shares to all Shareholders, will constitute foreign source dividend income to the extent paid out of the Company's current or accumulated earnings and profits (as determined for US federal income tax purposes) and will be included in a US Holder's gross income as ordinary income on the date actually or constructively received. Distributions in excess of

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such earnings and profits will be applied against and will reduce the US Holder's tax basis in the Ordinary Shares and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of Ordinary Shares. Corporate US Holders will not be entitled to claim the dividends-received deduction with respect to dividends paid by the Company. Dividends received by qualifying non-corporate US Holders in taxable years beginning before 1 January 2013 will not be eligible for the preferential tax rate generally applicable to qualified dividend income received by individuals and certain other non-corporate US Holders because the Company does not expect that it will be eligible as a resident of the United Kingdom for benefits under the income tax treaty between the United States and the United Kingdom ("US-UK Treaty"). If a distribution is paid in foreign currency, the amount of the dividend a US Holder will be required to include in income will equal the US dollar value of the foreign currency, calculated by reference to the exchange rate in effect on the date the payment is received by the US Holder, regardless of whether the payment is converted into US dollars on the date of receipt. If the dividend is converted into US dollars on the date of receipt, the US Holder generally should not be required to recognise foreign currency gain or loss in respect of the dividend income. Any gain or loss realised by a US Holder on a sale or other disposition of foreign currency will be US source ordinary income or loss. A US Holder generally will recognise capital gain or loss on the sale, exchange or other disposition of Ordinary Shares in an amount equal to the difference between the US dollar value of the amount realised on the disposition and the US Holder's adjusted tax basis in its Ordinary Shares. A US Holder's adjusted tax basis in its Ordinary Shares generally will be the US dollar value of the purchase price that the US Holder paid for the Ordinary Shares, based on the spot exchange rate on the date of purchase (or, if the Ordinary Shares are treated as traded on an "established securities market", and the US Holder is a cash basis or an electing accrual basis US Holder, the settlement date). Such capital gain or loss would be long-term capital gain or loss if the US Holders held the Ordinary Shares for more than one year at the time of the sale, exchange or other disposition. Any gain or loss recognised by a US Holder on a sale or other disposition of Ordinary Shares generally will be treated as arising from US sources for US foreign tax credit purposes. The deductibility of capital losses is subject to significant limitations. A US Holder that receives non-US currency on the disposition of Ordinary Shares will realise an amount equal to the US dollar value of the currency received at the spot rate on the date of sale (or, if the Ordinary Shares are traded on an established securities market, in the case of cash basis and electing accrual basis US Holders, the settlement date). A US Holder will recognise foreign currency gain or loss to the extent the US dollar value of the amount received at the spot exchange rate on the settlement date differs from the amount realised. A US Holder will have a tax basis in the currency received equal to the US dollar value of the currency received on the settlement date. Any gain or loss on a subsequent conversion or other disposition of the currency will be US source ordinary income or loss. For taxable years beginning after 31 December 2012, dividends paid to and capital gains recognised by certain US individuals, estates or trusts with respect to Ordinary Shares will be includible in investment income and may be subject to a 3.8 per cent. Medicare tax. Information reporting and backup withholding Under US federal income tax laws, certain categories of US Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation (including IRS Form 926). Penalties for failure to file certain of these information returns are severe. For any year in which the Company is a PFIC, each US Holder will be required to file an information statement regarding such US Holder's ownership interest in the Company. In addition, under current law, if a US Holder makes a QEF or mark-to-market election, such US Holder must attach a completed IRS Form 8621 to a timely filed (including extensions) US federal income tax return. US Holders of Ordinary Shares should consult with their own tax advisers regarding the requirements of filing information returns and QEF and mark-tomarket elections. Furthermore, recently enacted legislation requires certain US Holders to report information with respect to such Holder's investment in "foreign financial assets". An interest in the Company may qualify as a foreign financial asset for these purposes. Investors who are required to report foreign financial assets

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and fail to do so may be subject to substantial penalties. Potential investors are urged to consult with their own tax advisers about information reporting requirements that may be applicable to their investment in the Ordinary Shares. Payment of dividends and sales proceeds that are made within the United States or through certain USrelated financial intermediaries generally are subject to information reporting and to backup withholding unless the US Holder is a corporation or other exempt recipient or, in the case of backup withholding, the US Holder provides a correct taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred. The amount of any backup withholding from a payment to a US Holder will be allowed as a credit against the holder's US federal income tax liability and may entitle such holder to a refund, provided that the required information is furnished to the IRS. Prospective investors should consult their tax advisers about qualifying for an exemption from backup withholding. This summary is for general information only and it is not intended to be, nor should it be construed to be, legal advice to any Shareholder or prospective Investor. Further, this summary is not intended to constitute a complete analysis of all US federal income tax consequences relating to US Holders of their acquisition, ownership and disposition of the Ordinary Shares. Accordingly, prospective US Holders of the Ordinary Shares should consult their own tax advisers about the US federal, state, local and non-US consequences of the acquisition, ownership and disposition of the Ordinary Shares.

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PART VIII ADDITIONAL INFORMATION

1. Responsibility The Directors and the Company declare that, having taken all reasonable care to ensure that such is the case, the information contained in this document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. The Directors and the Company accordingly accept responsibility for the information contained in this document. 2. 2.1 The Company and the Subsidiary The Company was incorporated with limited liability under the laws of Jersey under the Jersey Companies Law on 1 April 2011, with registered number 107897, under the name Vallares Limited. On 27 May 2011, pursuant to special resolutions passed on 27 May 2011, the Company was re-registered as a public company and changed its name to Vallares PLC. The Company is not regulated by the Jersey Financial Services Commission or the FSA or any financial services or other regulator. With effect from Admission the Company will be subject to the Listing Rules and the Disclosure and Transparency Rules (and the resulting jurisdiction of the UK Listing Authority), to the extent such rules apply to companies with a Standard Listing pursuant to Chapter 14 of the Listing Rules. The principal legislation under which the Company operates, and pursuant to which the Ordinary Shares have been created, is the Jersey Companies Law and the subordinate legislation made under it. The Company's registered and head office is at 12 Castle Street, St. Helier, Jersey, JE2 3RT, Channel Islands. The Company's telephone number is +44 (0)1534 630080. The Company was incorporated with an authorised share capital of £10,000,000 divided into 100,000,000 ordinary shares of £0.10 each. One Ordinary Share was issued to each of Capita Nominees Limited and Capita Secretaries Limited (the "Subscriber Shares"), the subscribers to the Company's memorandum of association. The Subscriber Shares were issued at nominal value of £0.10 each and are fully paid up. On 2 June 2011, both Subscriber Shares were transferred to NR Investments Limited, a company wholly owned by Mr. Rothschild. On 27 May 2011: (a) the authorised share capital of the Company was increased to £1,000,000,000 divided into 10,000,000,000 ordinary shares of £0.10 each by the creation of an additional 9,900,000,000 ordinary shares of £0.10 each; and the Company adopted a new memorandum of and articles of association in substitution for and to the exclusion of the Company's then existing memorandum and articles of association.

(i) 21.1.7 (i) 5.1.4 (iii) 4.2

(i) 1.1 (i) 1.2 (iii) 1.1 (iii) 1.2 PR 5.5.3

(i) 5.1.3 (i) 5.1.2 (i) 5.1.4 (i) 5.1.1

2.2

2.3

2.4 2.5

(i) 5.1.4

2.6

(b)

2.7 2.8

On 14 June 2011, the Company adopted the Articles in substitution for and to the exclusion of the Company's then existing articles of association. The Subsidiary was incorporated with limited liability under the Jersey Companies Law on 1 April 2011, with registered number 107896, under the name Vallares Holding Company Limited. The Subsidiary's registered and head office is at 12 Castle Street, St. Helier, Jersey, JE2 3RT, Channel Islands. On 2 June 2011 the Subsidiary adopted a new memorandum and articles of association in substitution for and to the exclusion of the Subsidiary's then existing memorandum and articles of association. On 16 June 2011 the Subsidiary adopted new articles of association in substitution for and to the exclusion of the Subsidiary's then existing articles of association. As at 16 June 2011, the latest practicable date prior to publication of this document, other than the Subsidiary, the Company did not have any subsidiaries.

(i) 7.1 (i) 7.2

2.9

2.10 2.11

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3. 3.1

Share Capitalisation The following table shows the issued and fully paid share capital of the Company at the date of this document: Issued and Credited as fully paid Amount Number paid up (£) 2 0.20

Class of Share Ordinary Shares 3.2

Nominal Value £0.10

Assuming the Placing is fully subscribed and the issue of 250,000 Ordinary Shares pursuant to the Independent Non-Executive Director Subscription Letters (which does not form part of the Placing) has taken place and subject to the effect of any exercise of the Repurchase Option, the issued and fully paid share capital of the Company immediately following Admission is expected to be as shown in the following table: Issued and Credited as fully paid Amount Number paid up (£) 133,090,002 13,309,000

Class of Share Ordinary Shares 3.3 3.4

Nominal Value £0.10

As at the date of this document, the Company will have no short, medium or long term indebtedness. The issued share capital of the Subsidiary consists of 2 A ordinary shares which are held by the Company, 10,000,000 B ordinary shares (the Founder Shares) and 10,000,000 C ordinary shares (the Founder Securities). Some of the Founder Shares and the Founder Securities are held by the general partner of Vallares Capital for the benefit of its limited partners including one or more of the Founders. Others may be held by a trustee or nominee on behalf of one or more of the Founders. The Company has agreed that it will use a substantial portion of the Net Proceeds to subscribe for A ordinary shares in the capital of the Subsidiary at a subscription price of £10 per share. The A ordinary shares in the Subsidiary are only transferable with the consent of the holders of 92 per cent. of the Founder Shares and 92 per cent. of the Founder Securities. Pursuant to written resolutions passed on 16 June 2011 (as amended, in the case of (c) below, on 17 June 2011), the Company resolved that: (a) the Directors be authorised in accordance with the Articles to exercise all the powers of the Company to: (i) allot Ordinary Shares for the purposes of, or in connection with, the Placing and the Independent Non-Executive Director Subscription Letters; (ii) allot (or grant rights to convert any security into) Ordinary Shares up to an aggregate nominal value of £1,000,000,000; (iii) allot equity securities where such securities have been offered by way of a pre-emptive issue (as defined in the Articles) up to a nominal amount equal to two-thirds of the aggregate nominal value of the Ordinary Shares in issue at the close of the first business day following Admission; (iv) allot Ordinary Shares as may be necessary for the purposes of, or in connection with, satisfying the rights of the holders thereof to exchange Founder Shares and Founder Securities for Ordinary Shares issued by the Company (as more particularly described in paragraphs 4.3 and 4.4 below); and (v) allot Ordinary Shares for the purposes of, or in connection with, satisfying the Share Matching Award, provided always that the authorities conferred on the Directors described in (i) and (iii) above shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution; the authority conferred on the Directors under (ii) and (v) above shall expire on the date falling three years after Admission; and the authority conferred upon the Directors under (iv) above shall expire on the date falling six years after Admission. The Company may make an offer or agreement which would or might require Ordinary Shares to be allotted pursuant to any of the resolutions set out in this paragraph (a) before the expiry of their power to do so, but allot the Ordinary Shares pursuant to any such offer or agreement after that expiry date; all pre-emption rights in the Articles be waived: (i) for the purposes of, or in connection with, the Placing and the Independent Non-Executive Director Subscription Letters; (ii) 93

3.5

(b)

generally for the allotment of equity securities for such purposes as the Directors may think fit, up to an aggregate nominal amount not exceeding 10 per cent. of the aggregate nominal value of Ordinary Shares in issue as at the close of the first business day following Admission; (iii) for the purposes of, or in connection with, the restructuring, refinancing or repayment of any debt or other financial obligations of or relating to (including any debt or other financial obligations owed or guaranteed by, or secured against the assets of) the Company, the Subsidiary or any other company, business or asset directly or indirectly held by the Company or in which the Company has a direct or indirect interest (whether such debt or other financial obligation was assumed or entered into for the purposes of or in connection with the Acquisition or otherwise); (iv) for the purposes of the allotment of equity securities offered by way of a pre-emptive issue (as defined in the Articles) up to a nominal amount equal to two-thirds of the aggregate nominal value of the Ordinary Shares in issue at the close of the first business day following Admission; (v) for the purposes of the allotment of Ordinary Shares pursuant to paragraph 3.5(a)(iv) above; and (vi) for the purposes of the allotment of equity securities for the purposes of, or in connection with satisfying the Share Matching Award, on the basis that the authorities in (i) and (iv) above shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution, the authorities in (ii), (iii) and (vi) above shall expire on the date falling three years after Admission, and the authority in (v) above shall expire on the date falling six years after Admission. The Company may make an offer or agreement which would or might require Ordinary Shares to be allotted pursuant to any of the resolutions set out in this paragraph (b) before the expiry of their power to do so, but allot the Ordinary Shares pursuant to any such offer or agreement after that expiry date; (c) the Company be authorised to make market purchases of Ordinary Shares on such terms and in such manner as the Directors shall from time to time determine, provided that: (i) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 12,309,000 (representing approximately 10 per cent. of the anticipated aggregate issued ordinary share capital of the Company immediately following Admission (but assuming that the Repurchase Option has been exercised in full)); (ii) the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is its nominal value; (iii) the maximum price (exclusive of any expenses) which may be paid for an Ordinary Share is not more than the higher of: · an amount equal to 5 per cent. above the average of the middle market quotations of an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that Ordinary Share is contracted to be purchased; and an amount equal to the higher of: (i) the price of the last independent trade of an Ordinary Share; and (ii) the highest current independent bid for an Ordinary Share on the London Stock Exchange at the time the purchase is carried out,

·

such authority shall expire on 30 November 2012 or otherwise by resolution at a general meeting and the Company may at any time prior to the expiry of such authority make a contract or contracts to purchase Ordinary Shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares in pursuance of any such contract or contracts and may hold as treasury shares any Ordinary Shares purchased pursuant to the authority conferred in this paragraph (c); (d) the purchase by the Company, pursuant to the Placing Agreement, of up to 10,000,000 fully paid Ordinary Shares in the capital of the Company registered in the name of the Stabilising Manager in the register of members of the Company, for a purchase price per Ordinary Share not exceeding the Placing Price, be approved and sanctioned; and the terms of the Placing Agreement, comprising the contract for the purposes of Article 57 of the Jersey Companies Law pursuant to which the Company agrees to purchase from the Stabilising Manager up to 10,000,000 fully paid Ordinary Shares in the capital of the Company for a price per Ordinary Share not exceeding the Placing Price, be approved and sanctioned.

(e)

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3.6

Save as disclosed in this document: (a) (b) (c) (d) no share or loan capital of the Company has been issued or is proposed to be issued; no person has any preferential subscription rights for any share capital of the Company; no share or loan capital of the Company is currently under option or agreed conditionally or unconditionally to be put under option; and no commissions, discounts, brokerages or other special terms have been granted by the Company since its incorporation in connection with the issue or sale of any share or loan capital of the Company.

4. Articles of Association of the Company and the Subsidiary Articles of Association of the Company 4.1 Under the Jersey Companies Law, the capacity of a Jersey company is not limited by anything contained in its memorandum or articles of association. Accordingly, the memorandum of association of a Jersey company does not contain an objects clause. The Articles of Association are available for inspection at the address specified in paragraph 22 of this Part VIII and at the registered office of the Company, as set out in paragraph 2.4 of this Part VIII. Certain provisions have been incorporated into the Articles to enshrine rights that are not conferred by the Jersey Companies Law, but which the Company believes shareholders would expect to see in a company listed on the London Stock Exchange. Provisions in the Articles also require shareholders to make disclosures pursuant to Chapter 5 of the Disclosure and Transparency Rules, and require the Directors to comply with Chapter 3 of the Disclosure and Transparency Rules and themselves to require any persons discharging managerial responsibilities (within the meaning ascribed in the Disclosure and Transparency Rules) in relation to the Company who are not directors to do so, and to use reasonable endeavours to procure that their own and such persons' connected persons do so. 4.2 The Articles contain (among other things) provisions to the following effect. (a) Voting Rights Subject to disenfranchisement in the event of non-payment of any sum due and payable in respect of a share or as provided in (d) below and subject to any special terms as to voting on which any shares may be issued (no such shares currently being in issue), on a show of hands every member present in person (or, being a corporation, present by a duly authorised representative) or by proxy shall have one vote and on a poll every member present in person or by proxy shall have one vote for each share of which he is the holder. The Company's major shareholders do not have different voting rights. (b) Transfer of shares The Ordinary Shares are in registered form and are capable of being held in uncertificated form. A member may transfer all or any of his uncertificated shares in CREST. The Board may, in its absolute discretion, refuse to register any transfer of an uncertificated share where permitted to do so by applicable law, including the Jersey Companies Law and the Jersey CREST Order. All transfers of certificated shares must be effected by a transfer in writing in any usual form or any other form approved by the Directors. The instrument of transfer shall be executed by or on behalf of the transferor and (except in the case of fully paid shares) by or on behalf of the transferee.

(i) 21.2.1 PR 2.1.1(2)(b)

(i) 24(a)

(i) 21.2.3 (iii) 4.5

(i) 18.2 (iii) 4.8 (iii) 4.3

95

The Directors may, in their absolute discretion, refuse to register any instrument of transfer of a certificated share: (i) which is not fully paid up (but, in the case of a class of shares which has been admitted to the Official List, such discretion may not be exercised in such a way as to prevent dealings in those shares from taking place on an open and proper basis); or on which the Company has a lien.

(ii)

If the Directors refuse to register a transfer of a share they shall, as soon as practicable and in any event within two months after the date on which the instrument of transfer was lodged, give to the transferor and the transferee notice of the refusal. The Directors must also provide the transferee with such further information about the reasons for the refusal as the transferee may reasonably request. Under the Articles, if the Board becomes aware that any shares are owned directly or beneficially by a person in circumstances which would or might result in: (a) the Company incurring a liability to taxation or suffering any pecuniary, fiscal, administrative or regulatory or similar disadvantages in connection with the Company being, or being required to register as, an "investment company" under the US Investment Company Act; (b) the Company losing any offering-related exemptions under the US Investment Company Act; or (c) the assets of the Company being deemed to be assets of a Plan Investor (in each case, a "Prohibited Person"), the Board may give notice to such person requiring such person either: (i) to provide the Board within 30 days of receipt of such notice with sufficient documentary evidence to satisfy the Board that such person is not a Prohibited Person; or (ii) to sell or transfer his shares to a person who is not a Prohibited Person within 30 days and within such 30 days to provide the Board with satisfactory evidence of such sale or transfer. Where condition (i) or (ii) is not satisfied within 30 days after the serving of the notice, the Board is entitled to arrange for the sale of the relevant shares on behalf of the registered holder at the best price reasonably obtainable at the relevant time. If the Company cannot effect a sale of the relevant shares within five business days of its first attempt to do so, the registered holder will be deemed to have forfeited his shares. If the ownership of shares by an Investor will or may result in the Company's assets being deemed to constitute "plan assets" under the Plan Asset Regulations, the shares of such Investor will be deemed to be held in trust by the Investor for such charitable purposes as the Investor may determine (provided that the trust beneficiaries may not be Prohibited Persons), and the Investor shall not have any beneficial interest in the shares. (c) Dividends Subject to the Jersey Companies Law, the Company in general meeting may, by ordinary resolution, declare dividends in accordance with the respective rights of the members and may fix the time for payment of such dividend, provided that no dividend shall be payable in excess of the amount recommended by the Directors and no dividend shall be declared in excess of amounts standing to the credit of the Company's profit and loss account from time to time. Subject to the Jersey Companies Law, the Directors may pay such interim dividends as appear to them to be justified by the financial position of the Company and may also pay any dividends payable at a fixed rate at intervals settled by the Directors as appear to be justified by the financial position of the Company. No dividend or other moneys payable in respect of a share shall bear interest as against the Company. Any dividend unclaimed for a period of 12 years after having become due for payment shall be forfeited and cease to remain owing by the Company unless otherwise provided by the rights attached to the share.

(iii) 4.5

96

(d)

Disclosure of interests in shares The Company may give a disclosure notice to any person whom it knows or has reasonable cause to believe is either: (a) interested in the Company's shares; or (b) has been so interested at any time during the three years immediately preceding the date on which the disclosure notice is issued. The disclosure notice may require the person: (a) to confirm that fact or (as the case may be) to state whether or not it is the case; and (b) if he holds, or has during that time held, any such interest, to give such further information as may be required. A holder of shares whose shareholding represents less than 0.25 per cent. of the issued shares of that class, who fails to provide the information within 28 days after the notice has been given shall not be entitled to vote either personally or by proxy at a shareholder meeting or to exercise any other right conferred by membership in relation to shareholder meetings until (a) the date seven days after the date on which the Board is satisfied that the default is remedied; (b) the Company is notified that the default shares are the subject of an exempt transfer; or (c) the Board decides to waive those restrictions in whole or in part. A holder of shares whose shareholding represents 0.25 per cent. or more of the issued shares of that class, who fails to provide the information within 14 days after the notice has been given shall, in addition to the restrictions on voting and rights of membership described above, also not be entitled to receive any payment by way of dividend on, or to transfer any rights in, the shares. These restrictions shall not prejudice a sale of the shares on the London Stock Exchange, a sale of the whole beneficial interest in the shares to a person whom the Directors are satisfied is unconnected with the existing holder or with any other person appearing to be interested in the shares or a disposal of the shares by way of acceptance of a takeover offer.

(i) 21.2.7

(e)

Distribution of assets on a winding up Subject to any particular rights or limitations for the time being attached to any shares, if the Company is wound up, the assets available for distribution among shareholders shall be distributed to the shareholders pro rata to the number of shares held by each member at the time of the commencement of the winding up. If any share is not fully paid up, that share shall only carry the right to receive a distribution calculated on the basis of the proportion that the amount paid up on that share bears to the issue price of that share. Changes in share capital (i) Subject to the Jersey Companies Law and without prejudice to any rights attached to any existing shares, any share may be issued with or have attached to it such preferred, deferred or other special rights or restrictions as the Company may by Special Resolution determine, or in the absence of such determination as the Directors may determine. Without prejudice to the generality of the foregoing, the Directors may authorise the issue of Ordinary Shares for which allotment authority has been given, with limited, suspended or no voting rights. Subject to Jersey Companies Law, the Company may issue shares which are, or at the option of the Company or the holder are liable, to be redeemed. (ii) The Company may, by altering its memorandum of association by Special Resolution, increase its share capital, consolidate and divide all or any of its share capital into shares of larger amount, subdivide its shares or any of them into shares of smaller amount or cancel or reduce the nominal value of any shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amounts so cancelled or the amount of the reduction. Subject to the Jersey Companies Law, the Company may by Special Resolution reduce its share capital, any capital redemption reserve and any share premium account, and may also, by Special Resolution and subject to the Jersey Companies Law, purchase its own shares.

(iii) 4.5

(f)

(i) 21.2.8

(iii)

97

(g)

Variation of rights Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class of shares may, unless otherwise provided by their terms of issue, be varied or abrogated with the consent in writing of the holders of two-thirds in nominal value of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class. The quorum at any such separate meeting shall be two persons holding or representing at least one-third in nominal amount of the issued shares of that class, or if the meeting is adjourned, any holder or holders of the issued shares of that class who is or are present in person or by proxy shall be a quorum. Directors' interests (i) A Director who is in any way, directly or indirectly, interested in a transaction or arrangement with the Company shall, at a meeting of the Directors, declare in accordance with Article 75 of the Jersey Companies Law the nature of his interest. (ii) Provided that he has declared his interest in accordance with paragraph (i), a Director may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is otherwise interested and may be a director or other officer, or employed by, or a party to any transaction or arrangement with, or otherwise interested in any body corporate promoted by the Company or in which the Company is otherwise interested. No Director so interested shall be accountable to the Company, for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office as Director and may act in a professional capacity to the Company on such terms as to tenure of office, remuneration and otherwise at the Directors' discretion.

(i) 21.2.4

(h)

(i) 21.2.2

(iii)

(i)

Remuneration of Directors (i) The Directors will be paid fees not exceeding in aggregate £2,500,000 per annum (or such larger sum as the Company may, by ordinary resolution, determine) as the Directors may decide to be divided among them. Such fee shall be divided among them in such proportion and manner as they may agree or, failing agreement, equally. (ii) The Directors may grant special remuneration to any Director who performs any special or extra services to, or at the request of, the Company. Special remuneration may be payable to a Director in addition to his ordinary remuneration (if any) as a Director. The Directors shall also be paid out of the funds of the Company all expenses properly incurred by them in and about the discharge of their duties, including their expenses of travelling to and from the meetings of the Directors, committee meetings and shareholder meetings. A Director may also be paid all expenses incurred by him in obtaining professional advice in connection with the affairs of the Company or the discharge of his duties. The Directors may exercise all the powers of the Company to pay, provide or procure the grant of pensions or other retirement or superannuation benefits and death, disability or other benefits, allowances or gratuities to any person who is or has been at any time a Company director or in the employment or service of the Company or of any company which is or was a subsidiary undertaking of the Company or the relatives or dependants of any such person.

(i) 21.2.2

(iii)

(iv)

98

(v)

The Company shall not make a payment for loss of office to a Director unless the payment has been approved by an Ordinary Resolution of the Company.

(i) 21.2.2

(j)

Retirement of Directors A Director shall be capable of being appointed or reappointed as a Director, and shall not be required to retire, regardless of his having attained any particular age. All Directors then in office shall retire at each annual general meeting of the Company but shall be eligible for re-election. Borrowing powers The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property and assets and uncalled capital and to issue debentures and other securities for any debt, liability or obligation of the Company or of any third party. Shareholders' meetings The Board shall convene an annual general meeting of the Company within such time as may be required by Article 87 of the Jersey Companies Law. Thereafter general meetings (which are annual general meetings) shall be held at least once in each subsequent calendar year within seven months of the end of each financial year of the Company. The Board may call general meetings whenever it thinks fit or on the requisition of members pursuant to the provisions of the Jersey Companies Law and the Articles. An annual general meeting and general meetings shall be called by at least 14 clear days' notice. Subject to any other restrictions, every notice of meeting shall be given to all the members (other than any who, under the provisions of the Articles, are at the date of the notice not entitled to receive such notices from the Company) and to the Directors and auditors. Every notice of meeting shall specify the place, the day and the time of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such. All general meetings shall be held in such place outside the United Kingdom as may be determined by the Board. It is the Board's current intention that general meetings will be held in Jersey. The requisite quorum for general meetings of the Company shall be two qualifying persons.

(k)

(l)

(i) 21.2.5

(m)

Capitalisation of reserves Subject to the Jersey Companies Law the Directors may, with the authority of an Ordinary Resolution of the Company: (i) resolve to capitalise any sum standing to the credit of any reserve account of the Company including share premium account and capital redemption reserve) or any sum standing to the credit of profit and loss account not required for the payment of any preferential dividend (whether or not it is available for distribution); and (ii) appropriate that sum as capital to the holders of ordinary shares in proportion to the nominal amount of the ordinary shares held by them respectively and apply that sum on their behalf in paying up in full any unissued shares or debentures of the Company of a nominal amount equal to that sum and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions or in paying up the whole or part of any amounts which are unpaid in respect of any issued shares held by them respectively, or otherwise deal with such sum as directed by the resolution.

99

(n)

Authority to allot securities and disapplication of pre-emption rights The Company may, subject to the provisions contained in the Articles relating to the disapplication of the pre-emption rights, from time to time pass an Ordinary Resolution authorising the Directors to exercise all the powers of the Company to allot "relevant securities" up to the nominal amount specified in the Ordinary Resolution. The Ordinary Resolution may provide that a proportion of the amount so authorised is to be used only for the allotment of equity securities in connection with rights issues. The authority, if not previously revoked, shall expire on the day specified in the resolution, not being more than five years after the date on which the resolution is passed. For these purposes, all shares in the Company (other than subscriber shares, or shares allotted pursuant to an employee share scheme) are "relevant securities", as are all rights to subscribe for, or to convert any security into, shares in the Company. "Equity securities" to be paid up in cash must be offered to existing shareholders pro rata to their holdings of ordinary share capital of the Company except that, on the passing of a Special Resolution, the Directors shall have power to allot equity securities for cash without regard to that restriction. Equity securities to be paid up otherwise than in cash are not subject to any such restriction. Notwithstanding the general restriction on allotments of equity securities for cash, the Company has, by written shareholder resolution passed on 16 June 2011, authorised the Directors to make allotments otherwise than on a preemptive basis in the circumstances described in paragraph 3.5(b) above. For these purposes, all shares in the Company are "equity securities", as are all rights to subscribe for, or to convert any security into, shares in the company, save that the following are not "equity securities": (a) a subscriber share or bonus share; (b) a share which, as respects dividends and capital, carries a right to participate only up to a specified amount in a distribution; and (c) a share which is held by a person who acquired it in pursuance of an employee share scheme or, in the case of a share which has not been allotted, is to be allotted in pursuance of such a scheme or, in the case of a share held by the Company as a treasury share, is to be transferred in pursuance of such scheme.

(o)

Website communication with Shareholders The Articles enable the Company to use its website as a means of sending or supplying documents or information to members. Before communicating with a member by means of its website, the Company must have asked the member, individually, to agree (generally or specifically) that the Company may send or supply documents or information to him by means of a website. A member shall be deemed to have agreed that the Company may send or supply a document or information to him by means of a website if no response indicating a refusal of the request is received within 28 days (or such longer period as the Directors may specify). When communicating with members by means of website communications, the Company must notify the intended recipient (by post or other permitted means) of the presence of a document or information on the website, the address of the website and place that it appears and how to access the document on the website. Directors' indemnities, insurance and defence expenditure As far as the Jersey Companies Law allows, the Company may: (i) indemnify any Director (or any director of any of its subsidiary undertakings) against any liability; (ii) indemnify a director of a company that is a trustee of an occupational pension scheme for employees (or former employees) of the Company (or of any of its subsidiary undertakings) against liability incurred in connection with that company's activities as trustee of the scheme; (iii) purchase and maintain insurance against any liability for any person referred to in paragraph (i) or (ii) above; and (iv) provide any person referred to in paragraph (i) or (ii) above with funds (whether by loan or otherwise) to meet expenditure incurred or to be incurred by him in defending any criminal, regulatory or civil proceedings or in connection with an application for relief (or to enable him to avoid incurring such expenditure).

(i) 21.2.2

(p)

100

Articles of Association of the Subsidiary 4.3 Founder Shares The articles of association of the Subsidiary provide that the Founder Shares (which take the form of B ordinary shares in the Subsidiary) grant the holders thereof the right (subject to the completion of the Acquisition) to exchange the Founder Shares for such number of Ordinary Shares issued for this purpose as represent (following the issue of Ordinary Shares as a result of such exchange) 6.67 per cent. of the issued Ordinary Share capital of the Company (on a fully diluted basis). The Company may, at its option, satisfy the exchange right by purchasing such Founder Shares for cash at an amount equal to the sum of (a) 6.67 per cent. of the market capitalisation of the Company (such market capitalisation being taken as the average market capitalisation for the five Trading Days immediately preceding the relevant exchange date) and (b) 6.67 per cent. of the subscription monies the Company would be entitled to receive in respect of the issue of those Ordinary Shares that would be issued to arrive at a fully diluted basis. The Founder Shares may be exchanged on a single occasion no later than the last Business Day of the sixth month following the month in which the Acquisition was completed (and if not already exchanged will be deemed exchanged at the end of that period). There are restrictions on transfers of the Founder Shares with exceptions for, among others, transfers to Vallares Capital, limited partners of Vallares Capital, any of the Founders, or a family member, family company, or family trust. The Founder Shares do not carry any dividend rights and do not carry voting rights, except in respect of consent to the voluntary winding up of the Subsidiary if made prior to the time (after the second anniversary of Admission) at which winding up of the Company is commenced, it having been determined that no Acquisition will be made, certain alterations to the share capital of the Subsidiary and any variation or abrogation of class rights. 4.4 Founder Securities The Founder Securities, which take the form of C ordinary shares in the Subsidiary, carry a right of exchange, subject to completion of the Acquisition and meeting the Performance Condition, enabling the holders to require the Company to acquire the Founder Securities in exchange for the issue to the holders of the Founder Securities of such number of Ordinary Shares as have a market value (on the Trading Day immediately preceding the date of issue) equal to 15 per cent. of the difference between (1) the market capitalisation of the Company (determined by reference to the volume weighted average price of the Ordinary Shares traded on the main market of the London Stock Exchange for the five Trading Days immediately preceding the relevant exchange date) (plus the aggregate value created for those parties with outstanding options, convertible/exchangeable securities (over or in respect of Ordinary Shares) which have an exercise (or subscription or conversion/exchange) price of less than the volume weighted average price for an Ordinary Share for the five Trading Days immediately preceding the relevant exchange date) and (2) a deemed market capitalisation of the Company which is the product of the number of Ordinary Shares in issue at that time and the Adjusted Issue Price. The Company will have the right (instead of issuing the aforementioned Ordinary Shares) to pay a cash sum equivalent to the volume weighted average price for an Ordinary Share traded on the main market of the London Stock Exchange for the five Trading Days immediately preceding the relevant date of exchange multiplied by the number of Ordinary Shares that would otherwise have been issued in exchange, entirely at the Company's discretion. A holder of Founder Securities may exercise his rights independently of the other holders of Founder Securities and may also exercise his rights in one or more instalments (and in such circumstances the holder will receive the applicable proportion(s) of the Ordinary Shares (or cash equivalent) referred to above). The Founder Securities exchange right can only be exercised within the four years from completion of the Acquisition (and if not already exchanged, will be deemed exchanged at the end of that period, provided that the Performance Condition has been satisfied). There are restrictions on transfers of the Founder Securities with exceptions for, among others, transfers to Vallares Capital, limited partners of Vallares Capital, any of the Founders, or a family member, family company or family trust.

101

Founder Securities do not carry voting rights. However, save with the approval of the holders of 92 per cent. of the Founder Shares and of the Founder Securities (voting separately) in issue from time to time: (a) the Subsidiary may not be voluntarily wound up prior to the time (after the second anniversary of Admission) at which it is determined that no Acquisition will be made; and the Subsidiary may not alter its share capital (save for the allotment and issue of A ordinary shares).

(b)

4.5

Dividends Subject to the provisions of the Jersey Companies Law and the Subsidiary's articles of association, the Subsidiary may by ordinary resolution declare dividends in accordance with the respective rights of the holders of its shares, but no dividend shall exceed the amount recommended by the Directors. The B ordinary shares and the C ordinary shares in the Subsidiary do not entitle the holders thereof to share in any dividend distribution by the Subsidiary. Rights on winding up If the Subsidiary is wound up when the Company has not made the Acquisition, the amount available for distribution to its shareholders (being the Company and the holders of the Founder Shares and Founder Securities) must be applied first in paying up sufficient amounts (as a distribution on the Class A ordinary shares held by the Company) to enable the Company to pay (in aggregate) the Priority Return Sum. Thereafter any distributable amounts remaining will be applied first to pay to the holders of the Founder Shares and Founder Securities amounts equivalent to the amounts paid for those shares (pro rata to the amounts paid up thereon in the event of any insufficiency) and finally in distributing any remaining amount amongst all the shareholders of the Subsidiary pro rata to the amounts paid in for their respective shares. If the Subsidiary is wound up after the Acquisition and before the Founder Shares are exchanged for Ordinary Shares, if the Performance Condition has not been met, the holders of the Founder Shares are entitled to a priority payment equivalent to the amount they would have received had the Company elected to pay cash on an exercise of the exchange right (as described above) and as if such right had been exercised on the date of commencement of the winding up of the Subsidiary. The holders of the Subsidiary's Class A ordinary shares (the Company) and the Founder Securities will then receive (if sufficient funds are available) amounts up to the value of the amount paid up on the shares held by them. Thereafter remaining funds available for distribution to the members of the Subsidiary are to be distributed among the holders of the Subsidiary's Class A ordinary shares (the Company). If the Subsidiary is wound up after the Acquisition and before the Founder Shares are exchanged for Ordinary Shares, if the Performance Condition has been met, the Subsidiary must distribute available amounts in the following priority first to the holders of the Founder Shares, an amount equivalent to the amount they would have received had the Company elected to pay cash on an exercise of the Founder Share exchange right (as described above) as if such right had been exercised on the date of commencement of the winding up of the Subsidiary; next, to the holders of the Founder Securities an amount equivalent to the amount they would have received had the Company elected to pay cash on an exercise of the Founder Securities exchange right (as described above) as if such right had been exercised on the date of commencement of the winding up of the Subsidiary; and lastly, any remaining balance to the Company as holder of the Class A ordinary shares in the Subsidiary.

4.6

102

5. 5.1

Directorships and Partnerships In addition to their directorships of the Company, the Directors are, or have been, members of the administrative, management or supervisory bodies ("Directorships") or partners of the following companies or partnerships, at any time in the five years prior to the date of this document: Rodney Chase (Non-executive Chairman) Current Directorships and partnerships Computer Sciences Corp Nalco Company Tesoro Corp Jim Leng (Non-executive Director) Current Directorships and partnerships AEA Investors (UK) Ltd Alstom SA HSBC Bank plc Frogmore Property Company Ltd. G3 Guyll-Leng Charitable Trust J.O. Hambro Investment Management Ltd Ministry of Justice Pregis Holding I Corporation Pregis Holding II Corporation TNK-BP Limited

(i) 14.1

Former Directorships and partnerships Petrofac Limited Tesco plc

Former Directorships and partnerships CforC Limited Convenience Food Systems Corus Group plc DebRA Doncasters Group Limited Hanson PLC ING CF Laporte Group Pension Trustees Limited Pilkington plc Rio Tinto Limited Rio Tinto plc Tata Steel Europe Limited Tata Steel Limited Tata Steel UK Limited

Sir Graham Hearne, CBE (Non-executive Director) Current Directorships and partnerships Former Directorships and partnerships Ascott Farms Limited Energy Development Partners Ltd. Ascott Properties Limited Gallaher Group PLC Braemar Shipping Services plc N. M. Rothschild & Sons Ltd Catlin Group Limited Personalprint.com Limited Dana Gas Philharmonica Orchestra Trust Ltd. Gramcar Limited Revus Energy Old Bailey 2005 LLP Rothschild Employee Trustees Limited Rothschild Concordia SAS Stratic Energy Corporation Rowan Companies, Inc. Vetco International Vallar Holding Company Limited Wellstream Holdings PLC Vallar PLC Ian Domaille (Non-executive Director) Current Directorships and partnerships Adelphi Management Limited Afghan Gold Holdings Limited Anaconda Partners Limited Aquamarine Yachting Limited Artemis Corporate Services Limited Artemis Holdings Limited Artemis Nominees Limited Artemis Secretaries Limited Artemis Société Avec Responsabilité Limitée Artemis Trustees Limited Former Directorships and partnerships Arbres Limited Artemis Chartered Accountants Astibe Limited Atlantique Holdings Limited Atticus Allocation Fund Limited Atticus Alpha Fund, Ltd Atticus Alpha, Ltd Atticus Emerging Markets Fund, Limited Atticus Emerging Markets, Ltd Atticus European Fund Limited

103

Ian Domaille (Non-executive Director) (continued) Current Directorships and partnerships Former Directorships and partnerships Aruana Inc Atticus European Ltd Attara Fund, Ltd Atticus Global Advisors Limited Attara, Ltd Atticus Global, Ltd Bibby Ship Management (Guernsey) Limited Atticus International, Ltd Bibby Ship Management Services Limited Atticus Management Limited Calpurnia Investments Limited Atticus Opportunity Fund Ltd Calpurnia Partners Limited Atticus Opportunity Ltd CENTAR Limited Atticus Select ­ Specialty Finance Fund Classic Flowers Limited Limited Cosmos Marine Investments Limited Atticus Select ­ Specialty Finance Limited Dormy Lodge Limited Atticus Trading (Cayman), Ltd Financial and International Investment Group Atticus Trading, Ltd Limited Barakett International Fund Ltd FRM Credit Strategies Fund PCC Limited Barents Global Fund, Ltd (formerly NR Global FRM Credit Strategies Master Fund PCC Fund) Limited Calm Waters Maritime Limited FRM Emerging Markets Fund SPC Chadstone Management Limited FRM Emerging Markets Master Fund SPC Chamarel Limited FRM Phoenix Fund Limited (formerly FRM Clan Investments Limited Financials Fund) Dragonas Investments, Ltd FRM Strategic Fund PCC Limited East Road Investments Limited FRM Strategic Master Fund Limited Elderbay Limited Goldworthy Investments Limited Evans Randall International Limited Gosser Investments Limited Eveam Services Limited Hamptonwood Limited Fiji Investments Limited Holland Holdings Limited Finesse Management Limited JABCAP EMEA Fund Limited G Broadband Limited JABCAP EMEA Master Fund Limited Griffin Finance Limited JABCAP Global Balanced Fund Limited GRP Investments Limited JABCAP Global Balanced Master Fund HSBC European Absolute Limited Limited HSBC Global Absolute Limited JABCAP Global Convertible Fund Limited Ivanor Limited JABCAP Global Convertible Master Fund JNR Eastern Investments Limited Limited JNR Energy Resources Limited JABCAP Mangousta Fund Limited JNR Ventures Limited JABCAP Mangousta Master Fund Limited Kelda Limited JABCAP Multi Strategy Fund Limited Kiribati Investments Limited re Trigranit JABCAP Multi Strategy Master Fund Limited Life Science Capital Fund Jabre Capital Partners (GP) Limited Life Science Capital Limited JNR Limited Lythgoe Limited Kayan Resources Limited Marianas Investments Limited Kirkland Limited Marin Limited Kulczyk Oil & Gas Limited Millennium Global Currency Fund Les Prevosts Limited Millennium Radar Fund Lopcombe Consultants Limited Narcissus Investments Limited Management Construction & Technical Navite Holdings Limited Services Limited NR Securities Limited Millennium Asset Management Limited NR Ventures Ltd Millennium Global (Japan) Limited Palm Harbor Holdings Limited Millennium Global Emerging Credit GP Pancho Limited Limited Pangloss LDC Millennium Group Holdings Limited Paxford Investments Limited Millennium Multi-Strategy Fund Pilden Holding Inc. Millennium Spire Asset Management Pte Ltd Praesul Limited (formerly Globalguard NR Management Limited Limited) Onyx Properties Limited Revivo Limited

104

Ian Domaille (Non-executive Director) (continued) Current Directorships and partnerships Former Directorships and partnerships Oxford Finance Interantional Limited S.A.T.I. Limited Quadrato Consultants Limited SCI Chateau de Madrid Roseville Trading Limited Snell Investments Limited S2MI Limited Sweetpea Events Limited SEE BMG 1 Limited Sweetpea Promotions Limited SEE BMG 2 Limited Tatton Limited SEE BMG 3 Limited Telegenis Limited SEE BMG Hellas Employees Limited Thunderbird Management Limited SEE BMG Hellas Limited Tremblant Growth Strategies Limited SEE Broadband Media Group Limited Tremblant Super Concentrated Fund Limited Solaris Limited Tremblant Trident Partners Limited Sorin Master Fund II, Ltd Tropical Properties Limited Sorin Master Fund Limited Turcos Limited Sorin Offshore Fund II, Ltd Villa 32 Limited Sorin Offshore Fund, Ltd Voltaire Distribution Limited Sorin Plan Offshore Fund Ltd Wington Investments Limited Sovereign Global (UK) Limited Yrrah Investments Limited Strata Holdings Limited Strata Limited Swallowfalls Limited Tahiti Investments PCC Limited Tintarel Investments Limited TRB Securities, Ltd Tremblant Concentrated BPI Fund Ltd. Tremblant Concentrated Fund Limited Tremblant ELS Fund, Ltd Tremblant Partners Limited Tremblant Select Limited Vallares Holding Company Limited Vallares Limited Nathaniel Rothschild (Non-executive Director) Current Directorships and partnerships AC Trading Management Limited (formerly TRB Management Ltd.) Attara Fund, Ltd (formerly Atticus European Fund Ltd) Attara, Ltd (formerly Atticus European Ltd) Attara Management LLC Attara Capital LP Attara Holdings LLC (formerly Atticus European Holdings LLC) Attara Management Limited Attara UK Services Limited Barrick Gold Corporation Berma Trust SA Concordia Acquisitions Corporation Dryden Capital Advisors Ltd Dryden Capital Ltd En+ Group Limited JNR Limited NR Atticus Ltd NR Atticus SPC Fund, Ltd Scout Aviation II, LLC

Former Directorships and partnerships AAF Holdings LLC AC Holdings (Cayman) Ltd AOF Fund Holdings Limited AOF Fund Management Ltd. Atticus Allocation Fund, Ltd Atticus Alpha Fund Ltd Atticus Alpha Ltd Atticus Alpha Management Ltd Atticus Capital Holdings LLC Atticus Capital LP Atticus EM Holdings LLC Atticus EM Management Ltd Atticus Emerging Markets Fund Ltd Atticus Emerging Markets Ltd Atticus European Management Ltd Atticus Global Advisors Ltd Atticus Global Ltd Atticus Holdings LP Atticus International Fund Ltd Atticus LP Incorporated Atticus Management Limited

105

Nathaniel Rothschild (Non-executive Director) (continued) Current Directorships and partnerships Former Directorships and partnerships T & M Protection Resources LLC Atticus Management LP, (formerly Atticus Vallar Advisers GP Limited Capital LLC) Vallar Capital LP Atticus Management Ltd Vallar Holding Company Limited Atticus Mauritius, Limited Vallar PLC Atticus Opportunity Fund Ltd Vallares Advisers GP Limited Atticus Opportunity Ltd Vallares Capital LP Atticus Select ­ Speciality Finance Fund, Ltd Yad Hanadiv Atticus Select ­ Speciality Finance, Ltd Atticus Trading (Cayman) Ltd Atticus Trading Ltd Atticus UK Services Limited (previously Atticus UK Ltd) Doder Trust Ltd Dryden Capital Holdings LLC JNR Acquisitions Limited JNR Eastern Investments Ltd JNR Investments, Ltd JNR Energy Resources Limited JNR Russia Fund GP JNR Ventures Ltd Life Science Capital (GP) Ltd Life Science Capital Fund Life Science Capital Master Fund Nameco Alternate 1 Limited Nameco Alternate 2 Limited NR Capital Ltd NR Concordia Ltd NR Global Fund Ltd NR Management Ltd NR Ventures Ltd RIT Capital Partners Plc Scout Aviation III, LLC TRB Holdings LLC Tony Hayward (Non-executive Director) Current Directorships and partnerships AEA Capital Glencore International AG Petersen Institute Washington TNK-BP Limited Robert Sinclair (Non-executive Director) Current Directorships and partnerships Abbeygate Resources Limited Adelphi Management Limited Alufer Limited Alufer Mining Limited Antilles Windward Holdings Limited APN Management Limited Aquaterra Group SA Artemis Corporate Services Limited Artemis Holdings Limited Artemis Nominees Limited Artemis Secretaries Limited

Former Directorships and partnerships BP plc Corus Group Limited Tata Steel Limited

Former Directorships and partnerships Abbeygate Resources Limited Anghiti Holdings Limited Antique and Fine Art Limited Appia Limited Arcus European Infrastructure Fund GP Artemis, Chartered Accountants Aruana Inc Atticus Management Limited Bagan Group (JSC) Limited Barnes Properties Limited Bayleaf Invest Limited Bibby Offshore (Guernsey) Limited

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Robert Sinclair (Non-executive Director) (continued) Current Directorships and partnerships Former Directorships and partnerships Bibby Ship Management (Guernsey) Limited Artemis Société Avec Responsabilité Limitée Breezes Beach Club Limited (BVI) Artemis Trustees Limited Brenham Securities Limited Arxos Limited Central Rand Gold (Netherlands Antilles) N.V. Ashtone Investments Limited Central Rand Gold Limited Bella Resources Limited Chromex Mining PLC Benzu Resources Limited Coolmint Limited Bibby Ship Management Services Limited Coral Bay Group Limited BIL (SCB) Holdings Limited DDH Investments Limited Bravo Securities Limited Delta Securities Holdings Limited Breezes Beach Club Limited (Gsy) Denvale Global Limited Brefney Investment Holdings Limited DFDS Tor Line (Guernsey) Limited Brookdelle Limited Diamond Worldwide Finance Limited Centenary Investments Limited Dove Holdings Inc Centrale Oil and Gas Investments Limited Duinn Limited Chadstone Management Inc. Erith Limited Chariot Oil & Gas Investments (Namibia) Exotic Hotels Limited Limited Featherglass Limited Chariot Oil & Gas Limited First CHT Limited (formerly Oil & Gas CoMiCo (BVI) Limited Refining No 2 Limited) Crocketfort Limited Flow East (BVI) Limited DDS Lime BV Foreland Shipping (Guernsey) Limited Delstone Management Limited G & J Hamilton Limited Devoran Trustees Limited Gemstar Global Limited Evans Randall Capital Partners International Global High Yield Bond Trust Limited Limited Gold Minerals Resources Limited Evans Randall International Limited Goldworthy Investment Limited Financial and International Investment Group Greenoaks Properties Limited Limited HEXPRESS Limited Flow East Limited Holmbush Investments Limited Fortuitous Limited Hotel Tourism Management Limited Gerel Investment Corp Idlerock Investments Limited Global Drilling and Production Limited ING Atlas Infrastructure (Guernsey General GMS Guernsey Pension Plans Limited Partner) Limited Gottex Market Neutral Trust Limited Inprop Management Limited GRP Investments Limited Island Sound Limited Guinness Energy Fund Limited Jade Management Holdings Limited Guinness Energy Master Fund Limited Kahill Holdings Limited Hallbourgh Investments Limited Kamanda Limited Hightrees Inc Kilvarock Limited Holland Holdings Limited Kingtyre Investments Limited ING Real Estate (Property No 2 ) Limited Kiribati Investments Limited re Triganit ING UK Real Estate Income Trust Limited Knightsbridge Property Limited ING UK Real Estate Trust (Property) Limited Laskara Limited ING UK REIT (SPV No 2) Limited Lavima Holdings Ltd ING UK REIT (SPV) Limited LGS Limited International Copper Resources Limited Libertas Holdings Limited IRET Securities Limited Libertas Limited JNR Limited Liberty Family Limited Kilrieco Limited Liberty Holdings Investment Limited Kirkland Limited Maranello Properties Limited Lawon Trading Corp Maritime Adriatic Limited Lunga Resources (BVI) Limited Mirasol Overseas Limited Madini Resources Limited Mukuba Resources Limited Management Construction & Technical New Earth Holdings Limited Services SARL Ncondezi Coal Company Limited Mantova Limited NR Securities Limited Marba Brinkmann BV

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Robert Sinclair (Non-executive Director) (continued) Current Directorships and partnerships Former Directorships and partnerships Oakdale Global Limited Marba Catalpa BV Opus Investments Limited Marba Dutch Holdings BV Oriana Investments (BVI) Group Limited Marba HAG BV Peach Hill Limited Marba Hornbeam BV Pennycross Limited Matsu Overseas Limited Port George Holdings Limited Merrydown Properties Inc Port George Investments Limited Millennium Asset Management Limited Prague Property Holding (BVI) Limited Millennium Global (Japan) Limited Pritchard-Gordon Tankers (Guernsey) Limited Millennium Global Emerging Credit GP Razario Resources Ltd Limited Redita Overseas Limited Millennium Group Holdings Limited Revax Art Investment Limited Millennium Multi Strategy Fund Riverdale Resources Limited Miranda Properties Limited RoDo Investments Company Limited Navite Holdings Limited Roseway Global Limited Ottilia Investments Limited Rowlinson Limited Park Capital Limited Sanderton Limited Pearltona Enterprises Limited Sherton Limited Pella Capital Limited Spitfire Digital Limited Pennycross Limited Spruce Management Limited Pichard Holdings Limited Stadun Limited Pilden Holding Inc. Standing Rock Corporation Postillion Investments Limited Starstone Global Limited Proctor International Limited Strasbury Limited Rainbow Group Services Limited Tarville International Limited Razario Resources Ltd Truscott Investments Limited Red Earth Resources Limited United European Car Carriers (Guernsey) Red Seal Capital Limited Limited Rivermede Limited (The Fund) Uplink Investments Group Limited RMS Investments Limited VB Investments Limited Rosanna Resources Limited Voltaire Distribution Limited (in liquidation) Rugby Estates Investment Trust PLC Wakari Investments Limited Sanderton Limited Westward Investments Limited Schroder Oriental Income Fund Limited Woodward Overseas Limited Scout Aviation (Bermuda) Limited WWRH Limited Sirius Ash BV Yrrah Investments Limited Sirius Cooperatief UA 12 St Germans Place Limited Sirius Four BV Sirius Investment Management (GP) Limited Sirius Mannheim BV Sirius One BV Sirius Real Estate Limited Sirius Three BV Sirius Two BV Sirius Willow BV Solaris Limited Terracina Properties Limited Tintorreto Limited Toro East Africa Limited Toro Gold Gabon Limited Toro Gold Limited Ufford PCC Limited Unipro International Limited Vallares Advisers GP Limited Vallar Holding Company Limited Vallar PLC Vallares Holding Company Limited

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Robert Sinclair (Non-executive Director) (continued) Current Directorships and partnerships Vallares Limited Webster Finance Corporation Limited Zenta Investments Limited Zimvest Limited Zodiac Business Corp 31SJP Investments Limited George Rose (Non-executive Director) Current Directorships and partnerships National Grid PLC 5.2 6. 6.1 Former Directorships and partnerships BAE Systems PLC SABB AB

The current business address of each of the Directors (in such capacity) is the registered office address of Company. Directors' Confirmations At the date of this document, none of the Directors: (i) (ii) has any convictions in relation to fraudulent offences for at least the previous five years; has been associated with any bankruptcy, receivership or liquidation while acting in the capacity of a member of the administrative, management or supervisory body or of senior manager of any company for at least the previous five years; or has been subject to any official public incrimination and/or sanction of him by any statutory or regulatory authority (including any designated professional bodies) or has ever been disqualified by a court from acting as a director of a company or from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years.

(i) 14.2

(i) 14.1

(iii)

6.2

Save as set out below, none of the Directors has any potential conflicts of interest between their duties to the Company and their private interests and/or other duties they may also have. The following potential conflicts of interest may arise for those Directors who are also Founders (being Nathaniel Rothschild and Tony Hayward): · Messrs. Rothschild and Hayward each hold, directly or indirectly, Founder Shares and Founder Securities, which may give rise to a potential conflict of interest between their duties to the Company as Directors and their private interests as beneficial owners of the Founder Shares and Founder Securities. For further details please see the risk factor entitled "The holders of the Founder Shares and the holders of the Founder Securities may have interests that conflict with the interests of the Company, with the interests of the holders of the Ordinary Shares and/or, as the case may be, with their interests and duties as Directors" on page 26. Messrs. Rothschild, Hayward and Metherell are interested in the Adviser and Messrs. Hayward, Metherell and Daniel are interested in the Sub-Adviser. These interests may give rise to a potential conflict of interest between Messrs. Rothschild and Hayward's duties to the Company as Directors and their private interests in the Adviser. For further details please see the risk factors entitled "Indemnification under the Advisory Agreement and Sub-Advisory Agreement may lead the Adviser and Sub-Adviser to assume greater risks when assessing potential acquisitions than would otherwise be the case", "The arrangements among the Company, the Adviser and the Sub-Adviser were negotiated in the context of an affiliated relationship and may contain terms that are less favourable to the Company than those which might otherwise have been obtained from unrelated parties", "Messrs. Hayward and Metherell may in the future undertake other activities which may reduce the time that they are able to spend on the Company's business" and "The Founders, the Adviser and the Sub-Adviser may enter into related party transactions with the Company which may give rise to a conflict of interest between the Company and the Founders, the Directors, the Adviser and the Sub-Adviser" beginning on page 24.

·

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7. Directors' interests Save as disclosed in the table below or in the table at paragraph 8 below (and save, in the case of the Independent Non-Executive Directors, pursuant to the terms of the Share Matching Award), no Directors nor any member of their immediate families has or will have on or following Admission any interests (beneficial or non-beneficial) in the share capital of the Company or any of its subsidiaries. Interests immediately following Admission Percentage of issued No. of No. of No. of Ordinary ordinary Founder Founder Shares1 share capital 2 Shares Securities 150,000 0.11 N/A N/A 40,000 0.03 N/A N/A 30,000 0.02 N/A N/A N/A N/A N/A N/A 7,400,000 5.56 8,000,000 8,000,000 240,000 0.18 800,000 800,000 N/A N/A N/A N/A 30,000 0.02 N/A N/A

Director Rodney Chase Jim Leng Sir Graham Hearne, CBE Ian Domaille Nathaniel Rothschild Tony Hayward 3,4 Robert Sinclair George Rose

Notes: 1.

Assuming that the issue of 250,000 Ordinary Shares pursuant to the Independent Non-Executive Director Subscription Letters has taken place and excluding (i) any Ordinary Shares which may be allotted to trusts, pension funds and other unaffiliated investment entities in which an Independent Non-Executive Director may hold an indirect beneficial interest where such Independent Non-Executive Directors do not exercise control or discretionary decision-making authority and (ii) any Ordinary Shares that are subscribed by an Independent Non-Executive Director under the Share Matching Award, as described in more detail in paragraph 15.8 below. Assuming the Placing is fully subscribed and the issue of 250,000 Ordinary Shares pursuant to the Independent NonExecutive Director Subscription Letters (which does not form part of the Placing) has taken place and subject to the effect of any exercise of the Repurchase Option. On and immediately following Admission, Mr. Hayward will hold his interests in Ordinary Shares, Founder Shares and Founder Securities via a nominee. He has undertaken to contribute his interests in these Founder Shares and Founder Securities to Vallares Capital, subject to him being reasonably satisfied that to do so would not give rise to an unfunded tax liability, whether under the provisions of Schedule 2 to the Finance Bill currently before the UK Parliament or otherwise. Mr. Hayward has agreed to grant security over all the Ordinary Shares and the Founder Shares held by him or in which he is interested as described in paragraph 15.5 below.

2.

3.

4.

8. 8.1

Founders' interests The table below sets out the interests that the Founders have or will have on or following Admission (directly or through Vallares Capital (acting by its general partner) or through one or more trusts where a Founder is included among the potential beneficiaries) in the share capital of the Company or any of its subsidiaries, together with details of the amount and percentage of immediate dilution of their interests in the capital of the Company as a result of the Placing (before any exercise of the Repurchase Option):

Interests immediately following Admission Percentage dilution of interest in Ordinary Shares as a result of the Placing 94.44 N/A N/A N/A

No. of Ordinary Shares2 Founder Nathaniel Rothschild1 Tony Hayward4,5 Tom Daniel1 Julian Metherell6 7,400,000 240,000 120,000 240,000

Percentage of issued ordinary share capital 3

No. (and percentage) of Founder Shares

No. (and percentage) of Founder Securities

5.56 8,000,000 (80.0%) 8,000,000 (80.0%) 0.18 800,000 (8.0%) 800,000 (8.0%) 0.09 400,000 (4.0%) 400,000 (4.0%) 0.18 800,000 (8.0%) 800,000 (8.0%)

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Notes: 1. 2. 3. A portion of the interests listed in relation to Mr. Rothschild and Mr. Daniel are interests held as potential beneficiaries under family discretionary trusts. Assuming that the Founders subscribe (in the Placing) for the number of Ordinary Shares intended to be offered to them. Assuming the Placing is fully subscribed and the issue of 250,000 Ordinary Shares pursuant to the Independent Non-Executive Director Subscription Letters (which does not form part of the Placing) has taken place and subject to the effect of any exercise of the Repurchase Option. On and immediately following Admission, Mr. Hayward will hold his interests in Ordinary Shares, Founder Shares and Founder Securities via a nominee. He has undertaken to contribute his interests in these Founder Shares and Founder Securities to Vallares Capital, subject to him being reasonably satisfied that to do so would not give rise to an unfunded tax liability, whether under the provisions of Schedule 2 to the Finance Bill currently before the UK Parliament or otherwise. Mr. Hayward has agreed to grant security over all the Ordinary Shares and the Founder Shares held by him or in which he is interested as described in paragraph 15.5 below. Mr. Metherell has agreed to grant security over all the Ordinary Shares and Founder Shares held by him or in which he is interested as described in paragraph 15.6 below.

4.

5. 6.

Please also see paragraph 9.5 of this "Part VIII ­ Additional Information".

8.2

Vallares Capital is the investment vehicle which has been established to hold Ordinary Shares, Founder Shares and Founder Securities on behalf of some or all of the Founders and holds (via its general partner) 9,200,000 Founder Shares and 9,200,000 Founder Securities. Major Shareholders and other interests As at 16 June 2011 (the latest practicable date prior to the publication of this document), no person (other than the Directors and the Founders) had a notifiable interest in the issued share capital of the Company. Immediately following Admission, as a result of the Placing, the Directors expect that a number of persons will have an interest, directly or indirectly, in at least five per cent. of the voting rights attached to the Company's share capital. Such persons will be required to notify such interests to the Company in accordance with the provisions of Chapter 5 of the Disclosure and Transparency Rules, and such interests will be notified by the Company to the public.

(i) 18.1

9. 9.1

9.2

Immediately following Admission, as a result of the Placing (and assuming the Placing is fully subscribed but that the Repurchase Option has not been exercised), the Founders will be interested, directly or indirectly, in 8,000,000 Ordinary Shares in the Company, representing 6.0 per cent. of the issued Ordinary Shares respectively. The Founders will also be interested, directly or indirectly, in 10,000,000 Founder Shares and in 10,000,000 Founder Securities. As at 16 June 2011 (the latest practicable date prior to the publication of this document), and save for the direct and/or indirect control exercised by Mr. Rothschild (which will cease upon Admission assuming the Placing is fully subscribed), the Company was not aware of any person or persons who, directly or indirectly, jointly or severally, exercise or could exercise control over the Company nor is it aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company. Rivermede Limited, a long/short equity fund launched in August 2009 which has had a particular focus on the resources sector since inception, intends to subscribe for 2,000,000 Ordinary Shares in the Placing. Mr. Daniel serves as portfolio manager and the Sub-Adviser serves as investment manager of Rivermede Limited. Those interested, directly or indirectly, in five per cent. or more of the issued share capital of the Company do not now, and, following the Placing and Admission, will not, have different voting rights from other holders of Ordinary Shares.

(i) 18.3

9.3

(i) 18.4

(i) 18.2

9.4

9.5

10. Directors' Letters of Appointment Nathaniel Rothschild was appointed as a Director of the Company on 19 May 2011. The other Non-Executive Directors were appointed as Directors between 1 April 2011 and 2 June 2011. The

111

Directors will be put forward for reappointment at the Company's first annual general meeting (expected to be held by 30 September 2012). Each of the Directors has entered into a Director's letter of appointment with the Company. Under such Director's letter of appointment each Director is entitled to receive a fee of £100,000 per annum with the exception of Rodney Chase and Ian Domaille and Robert Sinclair. Rodney Chase, as Chairman, is entitled to receive a fee of £150,000 per annum and each of Ian Domaille and Robert Sinclair is entitled to £25,000 per annum (as well as additional fees as agreed between each of Ian Domaille and Robert Sinclair and the Company for additional services provided). Fees are payable by the Company quarterly in arrears. In addition all the Directors are entitled to be reimbursed by the Company for travel, hotel and other expenses incurred by them in the course of their directors' duties relating to the Company. Subject to Admission occurring, the Directors (with the exception of Ian Domaille and Robert Sinclair) may elect that the fees payable to them in respect of their first and second year of appointment be paid as a lump sum prior to Admission. If any of the Directors does so elect, he must irrevocably agree to subscribe that lump sum amount (less any tax withheld by the Company) for Ordinary Shares simultaneously to the Placing. Each Independent Non-Executive Director has indicated that he intends to make this election and therefore they will subscribe for an aggregate net sum of £2,500,000 for Ordinary Shares simultaneously to the Placing (of which £900,000 will be funded through the advance payment of Directors' fees and £1,600,000 will be funded by the Independent Non-Executive Directors in cash). For details of the Share Matching Award granted to each Independent Non-Executive Director in connection with their investment in the Placing, see paragraph 15.8 of this Part VIII. No compensation is payable to Directors on leaving office unless approved by an Ordinary Resolution. Should Admission not occur by 31 December 2011, the 12 month notice provision shall not apply. No Director has a service contract with the Company, nor are any such contracts proposed. There are no pensions or other similar arrangements in place with the Directors nor are any such arrangements proposed. Each of the Directors has the benefit of an indemnity provided by the Company indemnifying the Director against liabilities incurred in his office as director, in terms that are in accordance with the Jersey Companies Law. 11. Working capital The Company is of the opinion, after taking into account the Net Proceeds, that the working capital available to the Group is sufficient for the Group's present requirements, that is for at least the 12 months from the date of this document. 12. Significant change Save for the changes in share capital as set out in paragraph 3 of this Part VIII, the contingent liabilities assumed by the Company under the Placing Agreement, Advisory Agreement and Registrar Agreement as set out in paragraphs 15.1, 15.2 and 15.7 of this Part VIII and the Directors' Letters of Appointment as set out in paragraph 10 of this Part VIII, and the expenses of the Company referred to in paragraph 20.7 of this Part VIII (all of which have caused a significant change in the financial position of the Group due to the Company and the Subsidiary being newly established companies which have not commenced trading), there has been no significant change in the trading or financial position of the Group since 1 April 2011, being the date as at which the financial information contained in "Part VI ­ Financial Information on the Company" has been prepared. 13. Litigation There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) since the Company's incorporation which may have, or have had in the recent past, significant effects on the financial position or profitability of the Group.

(i) 16.2 (i) 15.1

(iii) 3.1

(i) 20.9

(i) 20.8

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14. City Code The City Code is issued and administered by the Takeover Panel. In Jersey, the Takeover Panel has been designated as the body to carry out certain regulatory functions in relation to takeovers pursuant to the Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 and The Companies (Appointment of Takeovers and Mergers Panel) (Jersey) Order 2009 (the "Takeovers Laws"). Following the implementation of the Directive on Takeover Bids (2004/25/EC) by Part 28 of the Companies Act and the Takeovers Laws, the rules in the City Code now have a statutory basis in Jersey. The City Code applies to all takeovers and merger transactions, however effected, where, inter alia, the offeree company is a public company which has its registered office in the United Kingdom, the Isle of Man or the Channel Islands if the company has its securities admitted to trading on a regulated market in the United Kingdom or on any stock exchange in the Channel Islands or the Isle of Man. The City Code will therefore apply to the Company from Admission and its Shareholders will be entitled to the protection afforded by the City Code. In particular, under Rule 9 of the City Code, where: (i) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which persons in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company subject to the City Code; or (ii) any person who, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30 per cent. but not more than 50 per cent. of the voting rights of such a company, if such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, then, except with the consent of the Takeover Panel, he, and any person acting in concert with him, must make a general offer in cash to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights to acquire the balance of the shares not held by him and his concert party. Save where the Takeover Panel permits otherwise, an offer under Rule 9 of the City Code must be in cash and at the highest price paid within the 12 months prior to the announcement of the offer for any shares in the company by the person required to make the offer or any person acting in concert with him. Offers for different classes of equity share capital must be comparable; the Takeover Panel should be consulted in advance in such cases. 15. Material contracts The following are all of the contracts (not being contracts entered into in the ordinary course of business) that have been entered into by the Group since the Company's incorporation which: (i) are, or may be, material to the Group; or (ii) contain obligations or entitlements which are, or may be, material to the Group as at the date of this document. 15.1 Placing Agreement The Company, the Directors, the Adviser, the Founders and the Placing Agents have entered into the Placing Agreement dated 17 June 2011, pursuant to which the Placing Agents have severally agreed (subject to certain conditions as described below) to use their reasonable endeavours, as agents, for the Company, to procure subscribers for the New Ordinary Shares. The Placing is not being underwritten. Under the Placing Agreement the Company has agreed to pay commissions and fees to the Placing Agents of 1.25 per cent. of the aggregate value at the Placing Price of all the New Ordinary Shares excluding: (i) certain of those New Ordinary Shares as agreed between the Company and the Joint Bookrunners in respect of which the Company has agreed to pay commissions and fees to the Placing Agents, depending on the contribution of the Placing Agents to securing orders in respect of those New Ordinary Shares, of either 0.625 per cent. or 0.3125 per cent. of the aggregate value at the Placing Price of such New Ordinary Shares; and (ii) certain other of those New Ordinary Shares as agreed between the Company and the Placing Agents and any New Ordinary Shares repurchased by the Company pursuant to the Repurchase Option in respect of which no commissions and fees are payable.

(i) 22 (i) 5.1.5

(iii) 5.4.3

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In addition, the Company may (at its sole discretion) pay to the Placing Agents an additional fee of up to 0.75 per cent. of the aggregate value at the Placing Price of the New Ordinary Shares. The Company has separately agreed to pay Credit Suisse a fee of 0.5 per cent. of the aggregate value at the Placing Price of all the New Ordinary Shares (including any New Ordinary Shares repurchased by the Company pursuant to the Repurchase Option) in consideration for Credit Suisse agreeing to assist the Company in structuring and execution of the Placing. The Company has also agreed to pay various other costs, charges and expenses of, or incidental to, the Placing. The Placing Agreement contains certain customary warranties and undertakings given by the Company, the Adviser, the Founders and the Directors, and indemnities given by the Company and the Adviser, in each case, to the Placing Agents. The obligations of the Company to issue the New Ordinary Shares under the Placing Agreement, and the obligations of the Placing Agents to use their reasonable endeavours to procure subscribers, are subject to certain conditions (which are typical of an agreement of this nature). These conditions include, amongst others, delivery of certain documents, the continued accuracy of warranties and Admission occurring on or before 8.00 a.m. on 22 June 2011 (or such later time and/or date as the Company and the Placing Agents may agree but in any event not later than 29 June 2011). In addition, the Placing Agents have the right to terminate the Placing Agreement before Admission in certain specified circumstances that are typical for an agreement of this nature. Lock-up arrangements Pursuant to the Placing Agreement, the Founders have agreed not to, without the prior written consent of the Joint Bookrunners, offer, sell, contract to sell, pledge or otherwise dispose of any Ordinary Shares they hold directly or indirectly in the Company on Admission (or which they acquire on exercise of the exchange rights attaching to the Founder Shares or the Founder Securities), or any Founder Shares or Founder Securities they hold directly or indirectly in the Subsidiary, for a period of 365 days after completion of the Acquisition. In each case, these restrictions are subject to exceptions for, among others, transfers to Vallares Capital, limited partners of Vallares Capital, any of the Founders, any person who becomes an Active Partner or an Active Member, a family member or family trust of any such person or upon the enforcement of security over such shares described in this document. Under the Placing Agreement, the Company has agreed that neither it nor any of its subsidiaries or other affiliates over which it exercises management or voting control, or any person acting on its or their behalf, may before 31 October 2011, without the prior written consent of the Joint Bookrunners (such consent not to be unreasonably withheld), issue, offer, sell, contract to sell, pledge or otherwise dispose of (or publicly announce any such issuance, offer, sale or disposal of) any shares of the Company or securities convertible or exchangeable into or exercisable for shares of the Company or warrants or other rights to purchase shares of the Company or any security or financial product whose value is determined directly or indirectly by reference to the price of the underlying securities, including equity swaps, forward sales and options, except: (i) the issue of the Ordinary Shares pursuant to the Placing; (ii) issuances of shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date of Admission and described in this Prospectus; and (iii) issuances of shares in connection with the Acquisition as described in this Prospectus. Under the Placing Agreement, Credit Suisse has also been appointed as Stabilising Manager in respect of the Repurchase Option which is described in more detail in "Part IV ­ The Placing". The Placing Agreement is governed by English law. 15.2 Advisory Agreement The Company and the Adviser have entered into the Advisory Agreement dated 17 June 2011, a summary of which is set out in "Part III ­ The Company, its Board and the Acquisition Structure".

(iii) 7.3

114

15.3

Limited Partnership Agreement NR Investments Limited (being an investment vehicle of Mr. Rothschild), Mr. Hayward, and Mr. Metherell, have entered into the Limited Partnership Agreement in relation to the Adviser dated 15 June 2011 with the General Partner. The economic interests (in per cent.) of NR Investments, Mr. Hayward and Mr. Metherell in the Adviser are in the ratio 50:25:25 respectively. The Limited Partnership Agreement provides the terms on which the Adviser has been established and constituted. It provides that the Adviser will advise and procure services to the Company and the Subsidiary in relation to the Acquisition and perform its duties under the Advisory Agreement to the standards required by the Advisory Agreement. The Limited Partnership Agreement provides that the Limited Partnership will not voluntarily be wound up whilst the Advisory Agreement is in force. The Limited Partnership Agreement provides that the General Partner is and any Active Partner may be indemnified, out of the partnership's (the Adviser's) assets, against claims, liability, costs, damages, losses or reasonable expenses incurred or threatened arising in the proper conduct of the Adviser's business except as a result of dishonesty, fraud, bad faith, wilful misconduct, gross negligence, or reckless disregard for his or its obligations. In respect of each of Mr. Hayward and Mr. Metherell, if the General Partner receives notice from the Company that the board of the Company so requires, then Mr. Hayward or Mr. Metherell will be required to withdraw from the Limited Partnership on 12 months notice or (in certain circumstances) without such notice.

15.4

Exclusivity Deeds Commitment of Mr. Rothschild Mr. Rothschild has given an undertaking to the Adviser, which is directly enforceable by the Company, that for so long as he is an Active Partner he will devote all necessary time to assist the Company to research, source, structure and complete the Acquisition. Mr. Rothschild has agreed to serve as an Active Partner until the earliest of: (i) completion of the Acquisition, following which he may withdraw as an Active Partner on 12 months' notice; (ii) his removal as a director of the Company; and (iii) the termination of the Advisory Agreement. Where the 12 month notice period applies, Mr. Rothschild shall remain an Active Partner for the duration of that notice period. Mr. Rothschild has given undertakings to the effect that he will (subject to certain exceptions, described below): (i) prior to completion of the Acquisition, subject to applicable confidentiality obligations, refer to the Adviser all transactions or potential transactions of which he becomes aware which fall within the Company's Acquisition criteria; not accept any executive office in any business similar to, or that competes with, the business of the Company, the Adviser or the Sub-Adviser; neither directly nor indirectly, solicit: (a) any employee of the Adviser or Sub-Adviser, or any senior employee of the Company or of any subsidiary of the Company, to become an employee, member, partner of, or have a substantial business role for the purpose of, any new business or entity he may set up; or (b) a client of the Adviser or Sub-Adviser to become a client of such business or entity; and not undertake activities that compete with the Company.

(ii) (iii)

(iv)

The principal exceptions to Mr. Rothschild's Referral and Exclusivity Undertakings are: (a) making or advising on investments of less than £50 million each, or without restriction on completion of the Acquisition; (b) continuing existing executive, non-executive, advisory or consultancy roles disclosed in this document; (c) accepting future appointments to non-executive, advisory or consultancy roles where approved by the Conflicts Committee; (d) accepting appointments in relation to personal or family investments or trusts; and (e) investments made by or through Mr. Rothschild's private office or the Rothschild family office; and (f) with respect to the Referral

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and Exclusivity Undertakings in paragraphs (ii) to (iv) above, accepting any office or undertaking any activity which has been authorised by the Conflicts Committee. Mr. Rothschild will be bound by his Referral and Exclusivity Undertakings for so long as he serves as an Active Partner. Commitment of Mr. Hayward Mr. Hayward has given an undertaking to the Sub-Adviser, which is directly enforceable by the Company, that the activities of the Sub-Adviser will be his principal business activity and will remain so for so long as he serves as an Active Member. Mr. Hayward has agreed to serve as an Active Member until the earliest of (i) completion of the Acquisition, following which he may withdraw as an Active Member on 12 months' notice; (ii) his removal as a director of the Company; and (iii) the termination of the Sub-Advisory Agreement. Where the 12 month notice period applies, Mr. Hayward shall remain an Active Member for the duration of that notice period. Mr. Hayward has given undertakings to the effect that he will (subject to certain exceptions, described below): (i) prior to completion of the Acquisition, subject to applicable confidentiality obligations, refer to the Sub-Adviser all transactions or potential transactions of which he becomes aware which fall within the Company's Acquisition criteria; not hold any executive position in any business other than the Sub-Adviser; neither directly nor indirectly, solicit (a) any employee of the Adviser or Sub-Adviser, or any senior employee of the Company or of any subsidiary of the Company, to become an employee, member, partner of, or have a substantial business role for the purpose of, any new business or entity he may set up or (b) a client of the Adviser or the Sub-Adviser to become a client of such business or entity; and not undertake activities that compete with the Company.

(ii) (iii)

(iv)

The principal exceptions to Mr. Hayward's Referral and Exclusivity Undertakings are: (a) making or advising on investments of less than £50 million each, or without restriction after completion of the Acquisition; (b) continuing existing non-executive, advisory or consultancy roles disclosed in this document; (c) accepting future appointments to non-executive, advisory or consultancy roles where approved by the Conflicts Committee; (d) accepting appointments in relation to personal or family investments or trusts; and (e) with respect to the Referral and Exclusivity Undertakings in paragraphs (ii) to (iv) above, accepting any office or undertaking any activity which has been authorised by the Conflicts Committee. Mr. Hayward will be bound by his Referral and Exclusivity Undertakings for so long as he serves as an Active Member. Commitment of Mr. Daniel Mr. Daniel has given an undertaking to the Sub-Adviser, which is directly enforceable by the Company, that for so long as he is an Active Member, he will devote all necessary time to assist the Company to research, source, structure and complete the Acquisition. Mr. Daniel has agreed to serve as an Active Member until the earlier of: (i) completion of the Acquisition, following which he may withdraw as an Active Member on 12 months' notice; and (ii) the termination of the Sub-Advisory Agreement. Where the 12 month notice period applies, Mr. Daniel shall remain an Active Member for the duration of that notice period. Mr. Daniel has given Referral and Exclusivity Undertakings on the same terms (and subject to substantially the same exceptions) as Mr. Rothschild. Mr. Daniel will be bound by his Referral and Exclusivity Undertakings for so long as he serves as an Active Member.

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Commitment of Mr. Metherell Mr. Metherell has given an undertaking to the Sub-Adviser, which is directly enforceable by the Company, that the activities of the Sub-Adviser will be his principal business activity and will remain so for so long as he serves as an Active Member. Mr. Metherell has agreed to serve as an Active Member until the earlier of: (i) completion of the Acquisition, following which he may withdraw as an Active Member on 12 months' notice; and (ii) the termination of the Sub-Advisory Agreement. Where the 12 month notice period applies, Mr. Metherell shall remain an Active Member for the duration of that notice period. Mr. Metherell has given Referral and Exclusivity Undertakings on the same terms (and subject to the same exceptions) as Mr. Hayward. Mr. Metherell will be bound by his Referral and Exclusivity Undertakings for so long as he serves as an Active Member. 15.5 Loan to Tony Hayward Mr. Hayward has secured a loan from an affiliate of Credit Suisse for the purpose of assisting in the funding of his subscription for Ordinary Shares. The principal amount of the loan will be determined by reference to the total number of Ordinary Shares subscribed for in the Placing, but will not exceed £2,000,000. Mr. Hayward has agreed to grant security in favour of the lender over all of the Ordinary Shares and Founder Shares held by him or in which he is interested immediately following Admission. Mr. Hayward has also agreed to grant security in favour of the lender over any Ordinary Shares resulting from the exchange of such Founder Shares, save that where such Founder Shares or Ordinary Shares are contributed by him to and held by Vallares Capital, Mr. Hayward shall instead grant security in favour of the lender over some or all of his interests as a limited partner therein, specifically the rights to certain distributions. Loan to Julian Metherell Mr. Metherell has secured a loan from NR Investments Limited for the purpose of assisting in the funding of his subscription for Ordinary Shares. The principal amount of the loan will be determined by reference to the total number of Ordinary Shares subscribed for in the Placing, but will not exceed £2,000,000. Mr. Metherell has agreed to grant security in favour of the lender over some of his rights in respect of Vallares Capital and/or Founder Shares distributed to him by Vallares Capital. Mr. Metherell has also agreed to grant security in favour of the lender over any Ordinary Shares and/or Founder Shares distributed to him by Vallares Capital. Registrar Agreement The Company and the Registrar have entered into the Registrar Agreement dated 17 June 2011, pursuant to which the Registrar has agreed to act as registrar to the Company and to provide transfer agency services and certain other administrative services to the Company in relation to its business and affairs. The Registrar is entitled to receive an annual fee for the provision of its services under the Registrar Agreement. The annual fee shall be calculated on the basis of the number of holders of shares in the Company and the number of transfers of such shares, subject to a minimum fee of £10,000 per annum. The Registrar may increase the fee annually at the rate of the United Kingdom Retail Prices Index prevailing at that time. In the event that the Registrar seeks to increase the fee in any other circumstance, the Company may terminate the Registrar Agreement by giving three months' written notice. In addition to the annual fee, the Registrar is entitled to reimbursement for all out-of-pocket expenses incurred by it in the performance of its services. The Registrar Agreement shall continue for an initial period of two years and thereafter shall automatically renew for successive periods of twelve months, unless and until terminated by either party, by giving not less than three months' written notice. In addition, the agreement may be terminated immediately if either party commits a material breach of the agreement which has not been remedied within 45 days of a notice requesting the same, or upon an insolvency event in respect of either party. Such notice may be served at any time, but may not expire earlier than the end of the first two years.

15.6

15.7

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The Company has agreed to indemnify the Registrar (together with its affiliates and any directors, officers, employees and agents of the Registrar or its affiliates) against, and hold it harmless from, any damages, losses, costs, claims or expenses incurred by the Registrar in connection with or arising out of the Registrar's performance of its obligations in accordance with the terms of the Registrar Agreement, save to the extent that the same arises from some act of fraud or wilful default on the part of the Registrar. The Registrar may delegate the carrying out of certain matters to one of its affiliates which the Registrar considers appropriate without giving prior written notice to the Company. The Registrar will continue to be responsible for the provision of the delegated services and remain liable to the Company. The Registrar Agreement is governed by Jersey law. 15.8 Share Matching Award A facility (the "Share Matching Award") has been made available whereby the Independent Non-Executive Directors have been offered the opportunity, conditional upon subscribing for New Ordinary Shares in the Placing, to receive a grant of further Ordinary Shares in the Company to match their investment ("Matching Shares"). The Independent Non-Executive Directors' entitlement to Matching Shares is subject to their subscription in the Placing being equal to or greater than £100,000 (or £150,000 in the case of the Chairman). If the Director subscribes for £100,000 or more of New Ordinary Shares in the Placing (or £150,000 or more of New Ordinary Shares in the case of the Chairman), the Director will have a right to subscribe in two tranches for up to a maximum of three Ordinary Shares for every New Ordinary Share acquired by him in the Placing (up to a maximum of 20,000 New Ordinary Shares acquired by him in the Placing, or 30,000 New Ordinary Shares in the case of the Chairman), at a price per share equal to the nominal value of those Ordinary Shares. The Director will be entitled to exercise his right to subscribe for: (i) the first two of these Matching Shares either on or after the first anniversary of his appointment as a Director or on or after the date of completion of the Acquisition, whichever is later; and (ii) the third of these Matching Shares either on or after the date of completion of the Acquisition, provided that it occurs prior to the second anniversary of his appointment as a Director or the expiry of such extended investment period as might be agreed by the Shareholders in general meeting. On a variation of the issued share capital of the Company, for example by way of capitalisation issue, rights issue, sub-division, consolidation or reduction, the number of Matching Shares and/or the nominal value of the Matching Shares will be adjusted by the Board in a manner which is fair and reasonable, subject to the consent of the Independent Non-Executive Director entitled to the Matching Shares. No Matching Shares may be subscribed by a Director if at the time of such subscription the Director is no longer an Independent Non-Executive Director or if such Independent Non-Executive Director no longer holds the Ordinary Share (subscribed for in the Placing) to which the Matching Share relates, subject to certain exceptions relating to a takeover offer for the Company. An Independent Non-Executive Director may also receive the Share Matching Award by subscribing for Ordinary Shares pursuant to an Independent Non-Executive Director Subscription Letter. On the appointment of an additional Independent Non-Executive Director (as described above under the heading "Independence of the Board" in "Part III ­ The Company, its Board and the acquisition structure"), and to provide that Director with an incentive consistent with the other Independent Non-Executive Directors, the Company intends to enable him to benefit from a share matching award on substantially similar terms to the Share Matching Award.

(i) 17.2 (i) 17.3

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16. Related party transactions From 1 April 2011 (being the Company's date of incorporation) up to and including the date of this document, the following transactions with related parties have been entered into by the Company: (i) (ii) (iii) the Placing Agreement referred to in paragraph 15.1 above; the Advisory Agreement referred to in paragraph 15.2 above; the Independent Non-Executive Director Subscription Letters (details of which are set out under the heading "Issue of Ordinary Shares to Independent Non-Executive Directors" in "Part IV ­ The Placing" on page 72); the Share Matching Awards referred to in paragraph 15.8 above; and the subscription and shareholders' agreement between the Company, the Subsidiary, Vallares Capital GP Limited (the general partner of Vallares Capital) and the Founders in relation to shares in the Subsidiary, in particular the rights in relation to the Founder Shares and Founder Securities (disclosed in this document).

(i) 19

(iv) (v)

17. Accounts and annual general meetings The Company's annual report and accounts will be made up to 31 March in each year, with the first annual report and accounts covering the period from incorporation to 31 March 2012. It is expected that the Company will make public its annual report and accounts within four months of each financial year end (or earlier if possible) and that copies of the annual report and accounts will be sent to Shareholders within six months of each financial year end (or earlier if possible). Shareholders will also receive an unaudited interim report covering the six-month period ending 30 September each year, the first such interim report to cover the six-month period to 30 September 2011. The first annual general meeting of the Company is expected to be held by 30 September 2012. Further information on annual general meetings is contained in paragraph 4.2(l) of this "Part VIII ­ Additional Information". 18. Issues of new shares The Directors are authorised to allot Ordinary Shares in such numbers and such circumstances as described in paragraph 3.5(a) (above). The pre-emption rights in the Articles have been disapplied, and therefore pre-emption rights do not apply, to allotments of Ordinary Shares in the circumstances described in paragraph 3.5(b) (above). Otherwise, subject to certain other exceptions, the Directors are obliged to offer new Ordinary Shares to Shareholders on a basis pro rata to their existing holdings before offering them to any other person for cash. The Directors will only issue new Ordinary Shares if they deem it to be in the interests of the Company and (save pursuant to the powers or exceptions referred to above) will not issue Ordinary Shares for cash on a non pre-emptive basis without first obtaining Shareholder approval. See paragraph 3.5(b) in this "Part VIII ­ Additional Information" for further details. 19. Acquisition Strategy The Company intends to execute its Acquisition strategy through a single transaction or a series of related or connected transactions (which may include the acquisition of interests in one or more complementary companies or through such an acquisition combined also with the acquisition of other complementary assets or through the acquisition of one or more complementary assets). Multiple transactions (if undertaken) will be a consequence of executing this strategy and not the principle of risk spreading. In executing this strategy, the Company intends to become a significant operating group in the resources sector. 20. 20.1 General By a resolution of the Directors passed on 2 June 2011, PricewaterhouseCoopers LLP, whose address is 1 Embankment Place, London WC2N 6RH, United Kingdom, were appointed as the first auditors of the Company. PricewaterhouseCoopers LLP are registered to carry out audit work by the Institute of Chartered Accountants in England and Wales.

(iii) 4.6

(i) 2.1

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20.2

PricewaterhouseCoopers LLP has given and has not withdrawn its consent to the inclusion in this document of its Accountant's report in Section A of "Part VI ­ Financial Information on the Company" in the form and context in which it is included and has authorised the contents of that report for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules. A written consent under the Prospectus Rules is different to a consent filed with the Securities and Exchange Commission under section 7 of the US Securities Act. As the New Ordinary Shares have not been and will not be registered under the Securities Act, PricewaterhouseCoopers LLP has not filed a consent under section 7 of the Securities Act, which is applicable only to transactions involving securities registered under the Securities Act. The Adviser was established as a limited partnership established under the Limited Partnerships (Jersey) Law 1994 on 15 June 2011. The registered office of the Adviser is 12 Castle Street, St. Helier, Jersey, JE2 3RT. The Company has not had any employees since its incorporation and does not own any premises. The Company confirms that where information in this document has been sourced from a third party, the source of this information has been provided, this information has been accurately reproduced and as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The total expenses incurred (or to be incurred) by the Company in connection with Admission, the Placing and the incorporation (and initial capitalisation) of the Company and the Subsidiary, together with the one-off transaction fee to the Sub-Adviser (to be paid by the Adviser and reimbursed by the Company) are £37,500,000. The estimated Net Proceeds of the Placing, after deducting fees and expenses in connection with the Placing, will be approximately £1,290,900,000. The terms of the Founder Shares and of the Founder Securities mean that there could be a material disparity between the Placing Price and the effective cash cost to the Founders of any Ordinary Shares issued to the Founders pursuant to the terms of the Founder Shares or of the Founder Securities. Those terms also mean that it is not possible at the date of this document to confirm what that effective cash cost would be (and therefore not possible to provide a comparison of that effective cash cost to the Placing Price). If the Acquisition is not completed before the second anniversary of Admission, then (unless the Acquisition has been previously announced but completes after the second anniversary of Admission or the Company is in active negotiations relating to the Acquisition which is announced shortly after the second anniversary of Admission and subsequently completes) the Board will recommend to Shareholders either that the Company be wound up by Special Resolution (in order to return to Shareholders the Priority Return Sum and any other remaining distributable assets) or that the Company continue to pursue the Acquisition for a further year. On any resolution for a voluntary winding up of the Company on or after the second anniversary of Admission in the event that the Acquisition has not been effected by then, Vallares Capital has undertaken to vote any Ordinary Shares held by it in proportion (for and against such resolution(s)) to the Ordinary Shares voted by Shareholders (disregarding the Ordinary Shares held or beneficially owned by the Founders and their affiliates). The Founders have agreed: (i) to vote any Ordinary Shares held by them in the same manner; (ii) to procure that entities controlled by them vote any Ordinary Shares held by such entities in the same manner; and (iii) in respect of other entities not controlled by them, but which hold Ordinary Shares to which they are or may be beneficially entitled, to notify the persons controlling the votes on such Ordinary Shares, that they wish such Ordinary Shares to be voted in the same manner. Availability of this document This document is available for inspection on the National Storage Mechanism at www.hemscott.com/nsm.do.

20.3

20.4

20.5 20.6

20.7

20.8

20.9

21. 21.1

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21.2

Copies of this document may be collected, free of charge, during normal business hours (from the date of this document until the Placing closes), from the Company's registered office at 12 Castle Street, St. Helier, Jersey JE2 3RT.

22. Documents for inspection Copies of the following documents may be inspected at the offices of Freshfields Bruckhaus Deringer LLP and at the registered office of the Company during usual business hours on any day (except Saturdays, Sundays and public holidays) from the date of this document until the Placing closes and Admission: (i) (ii) (iii) the Memorandum and Articles of Association of the Company; the memorandum and articles of association of the Subsidiary; the Accountant's Report by PricewaterhouseCoopers LLP on the historical financial information of Vallares PLC for the period of 1 April 2011 set out in "Part VI ­ Financial Information on the Company"; and this document.

(iv)

Dated: 17 June 2011

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PART IX NOTICES TO INVESTORS

The distribution of this document and the Placing may be restricted by law in certain jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any restrictions, including those set out below. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. General No action has been or will be taken in any jurisdiction that would permit a public offering of the New Ordinary Shares, or possession or distribution of this document or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the New Ordinary Shares may not be offered or sold, directly or indirectly, and neither this document nor any other offering material or advertisement in connection with the New Ordinary Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer to subscribe for any of the New Ordinary Shares offered hereby to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. This document has been approved by the FSA as a prospectus which may be used to offer securities to the public for the purposes of section 85 of the FSMA, and of the Prospectus Directive. No arrangement has however been made with the competent authority in any other EEA State (or any other jurisdiction) for the use of this document as an approved prospectus in such jurisdiction and accordingly no public offer is to be made in such jurisdiction. Issue or circulation of this document may be prohibited in countries other than those in relation to which notices are given below. For the attention of all investors The Ordinary Shares are only suitable for acquisition by a person who: (a) has a significantly substantial asset base such that would enable the person to sustain any loss that might be incurred as a result of acquiring the Ordinary Shares; and (b) is sufficiently financially sophisticated to be reasonably expected to know the risks involved in acquiring the Ordinary Shares. Neither the Company's activities nor the activities of any functionary of the Company (including, in particular, the activities of the Adviser and the Sub-Adviser) are subject to all of the provisions of the Financial Services (Jersey) Law 1998. In particular, neither the Adviser nor the Sub-Adviser is a `registered person' for the purposes of (and as defined in) the Financial Services (Jersey) Law 1998. In acquiring any Ordinary Shares each Investor is deemed to acknowledge having received this warning. For the attention of European Economic Area investors In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), an offer to the public of the New Ordinary Shares may only be made once the prospectus has been passported in such Relevant Member State in accordance with the Prospectus Directive as implemented by such Relevant Member State. For the other Relevant Member States an offer to the public in that Relevant Member State of any New Ordinary Shares may only be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (a) (b) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; to any legal entity which has two or more of: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 43,000,000; and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts;

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(c) (d)

to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) in such Relevant Member State; or in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of New Ordinary Shares shall result in a requirement for the publication by the Company or the Placing Agents of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an "offer to the public" in relation to any offer of New Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any New Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for the New Ordinary Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. During the period up to but excluding the date on which the Prospectus Directive is implemented in member states of the EEA, this prospectus may not be used for, or in connection with, and does not constitute, any offer of New Ordinary Shares or an invitation to purchase or subscribe for any New Ordinary Shares in any member state of the EEA in which such offer or invitation would be unlawful. The distribution of this prospectus in other jurisdictions may be restricted by law and therefore persons into whose possession this prospectus comes should inform themselves about and observe any such restrictions. For the attention of UK investors This document comprises a prospectus relating to the Company prepared in accordance with the Prospectus Rules and approved by the FSA under section 87A of FSMA. This document has been filed with the FSA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. This document is being distributed only to and is directed at persons who (if they are in the EEA) will fall within one of the categories of persons set out above in this Part IX. In addition, this document is being distributed only to and is directed at persons in the United Kingdom who are: (i) persons having professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Promotions Order; or (ii) persons who are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a)-(d) of the Financial Promotions Order; or (iii) persons to whom it may otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons"). For the attention of UAE investors This Prospectus is not intended to constitute an offer, sale or delivery of shares or other securities under the laws of the United Arab Emirates ("UAE"). The Ordinary Shares have not been and will not be registered under Federal Law No. 4 of 2000 Concerning the Emirates Securities and Commodities Authority and the Emirates Security and Commodity Exchange, or with the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities Market or with any other UAE exchange. The issue of the shares and interests herein have not been approved or licensed by the UAE Central Bank or any other relevant licensing authorities in the UAE, and does not constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise. In relation to its use in the UAE, this Prospectus is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The Ordinary Shares may not be offered or sold directly or indirectly to the public in the UAE. For the attention of Australian investors The Company is not registered as a foreign company in Australia.

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The provision of this Prospectus to any person does not constitute an offer of Ordinary Shares to that person or an invitation to that person to apply for Ordinary Shares. Any such offer or invitation will only be extended to a person in Australia if that person is: · · a sophisticated or professional investor for the purposes of section 708 of the Corporations Act of Australia; and a wholesale client for the purpose of section 761G of the Corporations Act of Australia.

This Prospectus is not intended to be distributed or passed on, directly or indirectly, to any other class of persons in Australia. This Prospectus is not a disclosure document under Chapter 6D of the Corporations Act or a product disclosure statement under Part 7.9 of the Corporations Act. It is not required to, and does not, contain all the information which would be required in a disclosure document or a product disclosure document. It has not been lodged with the Australian Securities and Investments Commission. Any person to whom an Ordinary Share is issued or sold must not, within 12 months after the issue, offer, transfer or assign that Ordinary Share to investors in Australia except in circumstances where disclosure to investors is not required under the Corporations Act. No persons referred to in this Prospectus hold an Australian financial services licence. The information in this Prospectus has been prepared without taking into account any investor's investment objectives, financial situation or particular needs. Before acting on the information the investor should consider its appropriateness having regard to their investment objectives, financial situations and needs. This Prospectus has not been prepared for a Australian investors. It: · · · · may contain references to dollar amounts which are not Australian dollars; may contain financial information which is not prepared in accordance with Australian law or practices; may not address risks associated with investment in foreign currency denominated investments; and does not address Australian tax issues.

To the extent that this Prospectus contains financial product advice, that advice is provided by the Placing Agents. The Placing Agents are exempt from the requirement to hold an Australian financial services licence under the Corporations Act in respect of the financial services it provides. The Placing Agents are regulated by the FSA under the laws of England, whose laws differ from Australian laws. For the attention of Brazilian investors The Ordinary Shares have not been and will not be issued nor placed, distributed, offered or negotiated in the Brazilian capital markets. Neither the issuer of the Ordinary Shares nor the issuance of the Ordinary Shares have been or will be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários ­ the "CVM"). Therefore the Ordinary Shares will not be offered or sold in Brazil except in circumstances which do not constitute a public offering, placement, distribution or negotiation of securities in the Brazilian capital markets regulated by Brazilian legislation. For the attention of Canadian investors Resale restrictions The distribution of the Ordinary Shares in Canada is being made only on a private placement basis exempt from the requirement that a prospectus is prepared and filed with the securities regulatory authorities in each province where trades of Ordinary Shares are made. Any resale of the Ordinary Shares in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions

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or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the Ordinary Shares. Representations of purchasers By purchasing Ordinary Shares in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to the Company and the dealer from whom the purchase confirmation is received that: · the purchaser is entitled under applicable provincial securities laws to purchase the Ordinary Shares without the benefit of a prospectus qualified under those securities laws as it is an "accredited investor" as defined under National Instrument 45-106 ­ Prospectus and Registration Exemptions; the purchaser is a "permitted client" as defined in National Instrument 31-103 ­ Registration Requirements and Exemptions; where required by law, the purchaser is purchasing as principal and not as agent; the purchaser has reviewed the text above under "Resale Restrictions"; and the purchaser acknowledges and consents to the provision of specified information concerning the purchase of the Ordinary Shares to the regulatory authority that by law is entitled to collect the information, including certain personal information. For purchasers in Ontario, questions about such indirect collection of personal information should be directed to Ontario Securities Commission Administrative Support Clerk, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8 or to (416) 593-3684.

· · · ·

Rights of action ­ Ontario purchasers Under Ontario securities legislation, certain purchasers who purchase a security offered by this Prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of the Ordinary Shares, for rescission against the Company in the event that this document contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the Ordinary Shares. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the Ordinary Shares. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us. In no case will the amount recoverable in any action exceed the price at which the Ordinary Shares were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, neither the Company nor the Directors will have no liability. In the case of an action for damages, neither the Company nor the Directors will be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the Ordinary Shares as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions. Enforcement of legal rights All of the directors and officers of the Company as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon the Company or those persons. All or a substantial portion of the assets of the Company and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the Company or those persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or those persons outside of Canada. Taxation and eligibility for investment Canadian purchasers of Ordinary Shares should consult their own legal and tax advisers with respect to the tax consequences of an investment in the Ordinary Shares in their particular circumstances and about the eligibility of the investment by the purchaser under relevant Canadian legislation.

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For the attention of Chinese investors The Ordinary Shares are not being offered or sold and may not be offered or sold, directly or indirectly, in the People's Republic of China (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except as permitted by the securities laws of the People's Republic of China. For the attention of Dubai International Financial Centre investors This Prospectus has not been reviewed, approved or licensed by the Central Bank of the United Arab Emirates (the "UAE"), Emirates Securities and Commodities Authority or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, in particular the Dubai Financial Services Authority, a regulatory authority of the Dubai International Financial Centre. This Prospectus relates to an Exempt Offer as defined in and in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This Prospectus is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The Ordinary Shares to which this Prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Ordinary Shares offered should conduct their own due diligence on the Ordinary Shares. If you do not understand the contents of this Prospectus you should consult an authorised financial adviser. For the attention of French investors The Ordinary Shares may only be offered or sold, directly or indirectly in the Republic of France, to (i) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers); and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, all as defined in, and in accordance with, articles L. 411-1, L. 411-2, D. 411-1 to D. 411-3, D. 744-1, D. 754-1 and D. 7641 of the French Code monétaire et financier ("Monetary and Financial Code"); neither this Prospectus, nor any information contained therein or any offering material relating to the Company, may be distributed or caused to be distributed to the public in France. This Prospectus has not been prepared in the context of a public offering of financial instruments within the meaning of article L. 411-1 of the Monetary and Financial Code and has therefore has not been submitted to the clearance procedure of the Autorité des Marchés financiers or notified to the Autorité des Marchés financiers after clearance of the competent stock market authority. In the event that the Ordinary Shares, thus purchased or subscribed to by such investors listed above, are offered or resold, directly or indirectly, to the public in France, the conditions relating to public offerings set forth in Articles L. 411-1, L.411-2, L.412-1 and L. 621-8 to L.621-8-3 of the Monetary and Financial Code and applicable regulations thereunder shall be complied with. For the attention of investors in Germany The Ordinary Shares are neither registered for public distribution with the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht ­ "BaFin") according to the German Investment Act (Investmentgesetz) nor listed on a German exchange. No sales prospectus pursuant to the German Sales Prospectus Act (Verkaufsprospektgesetz) as well as the German Securities Prospectus Act (Wertpapierprospektgesetz) has been filed with the BaFin. Consequently, the Ordinary Shares may not be distributed within Germany by way of a public offer, public advertisement or in any similar manner, and this Prospectus and any other document relating to the Ordinary Shares, as well as information or statements contained therein, may not be supplied to the public in Germany or used in connection with any offer for subscription of the Ordinary Shares to the public in Germany or any other means of public marketing. Any resale of the Ordinary Shares in Germany may only be made in accordance with the provisions of the German Investment Act and either the German Sales Prospectus Act or the German Securities Prospectus Act and any other applicable laws in Germany governing the sale and offering of securities. No view on taxation is expressed. Prospective investors in Germany are urged to consult their own tax advisers as to the tax consequences that may arise from an investment in the Ordinary Shares.

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For the attention of Hong Kong investors Each Placing Agent has represented and agreed that: · it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Ordinary Shares other than: (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Ordinary Shares, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Ordinary Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

·

The contents of this Prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice. For the attention of Italian investors The information provided in this document is addressed solely to Qualified Investors within the meaning of Article 2(1)(e) of the Prospectus Directive and relevant Italian implementing regulations. This document does not constitute in any way a public offer in Italy. The recipient of this document shall not reproduce, distribute, circulate or otherwise provide this document, in whole or in part, to any third parties. The recipients have been informed of the applicable legal restrictions. Any information contained herein must be deemed confidential. By receiving and retaining this document the recipient represents to understand that there are regulatory restrictions on its circulation and undertakes to observe any such restrictions. For the attention of South African investors This offer of Ordinary Shares is not an offer of shares to the public as provided in the South African Companies Act, 2008 (as amended from time to time). This Prospectus does not, nor is it intended to, constitute a prospectus prepared and registered under that Act. It is only distributed in South Africa to duly registered banks, mutual banks and insurers acting as principal, or to any wholly-owned subsidiaries of such entities acting as agent in the capacity of authorised portfolio manager for a pension fund duly registered in terms of the Pension Funds Act, 1956, or as manager for a collective investment scheme duly registered in terms of the Collective Investment Schemes Control Act, 2002 and to other persons to whom an offer of Ordinary Shares would not constitute an offer to the public. Qualifying persons wishing to participate in the offer of Ordinary Shares should be aware that they may be required to comply with South African exchange control requirements and should seek advice from a person properly qualified to advise them if they are in any doubt as to what this may involve. The obtaining of any exchange control consents that may be required in order to participate in the offer is the responsibility of the person in question and such person will be required to warrant that such consent has been obtained in the relevant investment agreement to be concluded. For the attention of Swiss investors The Company has not been approved by the FINMA as a foreign collective investment scheme pursuant to Article 120 of the Swiss Collective Investment Scheme Act of 23 June 2006 (the "CISA"). Accordingly, Ordinary Shares in the Company may not be publicly offered in or from Switzerland and neither this Prospectus nor any other offering materials relating to the Ordinary Shares may be available through a public offering in or from Switzerland. Ordinary Shares may only be offered and this Prospectus may only be distributed in or from Switzerland by way of private placement to "Qualified Investors" (as defined in the CISA and its implementing ordinance) and/or to a limited circle of investors, without any public offering.

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For the attention of United States investors The Company has not been and will not be registered in the United States as an investment company under the US Investment Company Act. The US Investment Company Act provides certain protections to investors and imposes certain restrictions on companies that are registered as investment companies. As the Company is not so registered and does not plan to be so registered, none of these protections or restrictions is or will be applicable to the Company. In addition, to avoid being required to register as an investment company under the US Investment Company Act and to avoid violating such Act, the Company has implemented restrictions on the ownership and transfer of its Ordinary Shares, which may materially affect certain Shareholders' ability to transfer their Ordinary Shares. The Company's corporate disclosure may differ from the disclosure made by similar companies in the United States. Publicly available information about the issuers of securities listed on the London Stock Exchange differs from and, in certain respects, is less detailed than the information that is regularly published by or about listed companies in the United States. In addition, regulations governing the London Stock Exchange may not be as extensive in all respects as those in effect on United States markets. Financial Statements prepared under IFRS differ from those prepared under US GAAP in a number of respects including, but not limited to, revenue recognition, share option compensation, accounting for business combinations and acquisitions of intellectual property and accounting for capital instruments. Potential investors are advised to consult their own professional advisers as to the significance of these differences. In making an investment decision, investors must rely upon their own examination of the Company, the terms of the offering and the financial information. Potential investors should consult their own professional advisors for an understanding of the differences between IFRS and US GAAP, and how those differences might affect the financial information herein. Selling and transfer restrictions General As described more fully below, there are certain restrictions regarding the New Ordinary Shares which affect prospective Investors. These restrictions include, among others: (i) prohibitions on participation in the Placing by persons in circumstances which would cause the Company to be required to be registered as an investment company under the US Investment Company Act and by persons that are subject to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code or Similar Laws; and (ii) restrictions on the ownership and transfer of New Ordinary Shares by such persons following the Placing. The New Ordinary Shares have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be taken up, offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or in the United States or to or for the account or benefit of US persons except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States. The New Ordinary Shares are being offered or sold only (a) outside the United States to persons that are not US persons in offshore transactions within the meaning of and in accordance with the safeharbour from the registration requirements provided by Regulation S and (b) within, into or in the United States or to US persons to persons reasonably believed to be both Qualified Institutional Buyers and Qualified Purchasers. Restrictions on purchasers of New Ordinary Shares Each initial purchaser of the New Ordinary Shares in the Placing that is within the United States or is a US person is hereby notified by accepting delivery of this document that the offer and sale of New Ordinary Shares to it is being made in a transaction, exempt from the registration requirements of the Securities Act, not involving a public offering, and that the Company is relying on Section 3(c)(7) of the US Investment Company Act. Each initial purchaser of New Ordinary Shares in the Placing that is within the United States or is a US person must be both a Qualified Institutional Buyer and a Qualified Purchaser.

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In addition, each initial purchaser of New Ordinary Shares in the Placing that is within the United States or is a US person, prior to any such transaction, will be required to execute a US Investor's Letter in the form set out in the Appendix to this document, and deliver such letter to the Placing Agents and the Company. The US Investor's Letter will require such purchaser to represent and agree that, among other things: (i) it is both a Qualified Institutional Buyer and a Qualified Purchaser; (ii) that it is acquiring the New Ordinary Shares as principal for its own account or for the account of a Qualified Institutional Buyer that is a Qualified Purchaser and not with a view to or for distributing or reselling such New Ordinary Shares or any portion thereof; and (iii) it will only offer, sell, transfer, assign, pledge or otherwise dispose of the New Ordinary Shares purchased in the Placing in an offshore transaction complying with the provisions of Regulation S (including, for the avoidance of doubt, a bona fide sale on the London Stock Exchange main market for listed securities) and in compliance with applicable securities laws, provided that the transferor has executed an Offshore Transaction Notice and causes such letter to be promptly delivered to the Company. Such transferor will notify any subsequent transferee or executing broker, as applicable, of the restrictions that are applicable to the New Ordinary Shares being sold. The US Investor's Letter and the Offshore Transaction Notice contain additional written representations, agreements and acknowledgements relating to the transfer restrictions applicable to the New Ordinary Shares. The Company has not been and does not intend to become registered as an investment company under the US Investment Company Act. The Company and its agents may require any person within the United States or a US person that was required to be a Qualified Institutional Buyer and Qualified Purchaser but was not a Qualified Institutional Buyer and Qualified Purchaser at the time it acquired the New Ordinary Shares or a beneficial interest therein to transfer its New Ordinary Shares or such beneficial interest immediately in an offshore transaction pursuant to Regulation S under the Securities Act. The New Ordinary Shares and any beneficial interests therein may not be acquired or held by investors using assets of any Plan Investor (as defined under "Certain ERISA Considerations" on page 130). In the US Investor's Letter, each purchaser of the New Ordinary Shares in the Placing and Admission that is within the United States will be required to represent, agree and acknowledge (and each subsequent transferee, by acquiring the New Ordinary Shares or a beneficial interest therein, will be deemed to represent, agree and acknowledge) that no portion of the assets used to acquire or hold its interest in the New Ordinary Shares constitutes or will constitute the assets of any Plan Investor. If we determine that upon or after effecting the Acquisition it is no longer necessary for us to impose these restrictions on ownership by Plan Investors, the restrictions may be lifted. If any purchaser of New Ordinary Shares that was required to execute a US Investor's Letter in connection with the acquisition of such New Ordinary Shares receives New Ordinary Shares in certificated form, such New Ordinary Shares shall bear an appropriate legend reflecting the transfer restrictions described in the US Investor's Letter. Until 40 days after Admission, an offer or sale of the New Ordinary Shares within the United States 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 pursuant to an available exemption from registration under the Securities Act. Restrictions on purchasers of New Ordinary Shares in reliance on Regulation S Each purchaser of the New Ordinary Shares offered outside the United States in reliance on Regulation S in the Placing (and each subsequent investor in the New Ordinary Shares) by accepting delivery of this document will be deemed to have represented and agreed as follows (terms used in this paragraph that are defined in Regulation S are used herein as defined therein): (i) (ii) the investor is not a US person and it is located outside the United States and acquiring the New Ordinary Shares in an offshore transaction meeting the requirements of Regulation S; the New Ordinary Shares have not been offered to it by the Company, the Placing Agents, the Adviser, their respective directors, officers, agents, employees, advisers or any others by means of any "directed selling efforts" as defined in Regulation S;

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(iii)

the investor is aware that the New Ordinary Shares have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act; the investor is aware that the Company has not registered under the US Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to be registered under the US Investment Company Act; no portion of the assets used by such investor to purchase, and no portion of the assets used by such investor to hold, the New Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of: (i) an "employee benefit plan" that is subject to Part 4 of Subtitle B of Title I of ERISA; (ii) a plan, individual retirement account or other arrangement that is subject to section 4975 of the US Tax Code; (iii) entities whose underlying assets are considered to include "plan assets" of any plan, account or arrangement described in preceding clause (i) or (ii), or (iv) any governmental plan, church plan, non-US plan or other investor whose purchase or holding of New Ordinary Shares would be subject to any state, local, non-US or other laws or regulations similar to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code or that would have the effect of the regulations issued by the US Department of Labor set forth at 29 CFR section 2510.3-101, as modified by section 3(42) of ERISA; if in the future it decides to offer, sell, transfer, assign or otherwise dispose of New Ordinary Shares, it will do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances which will not require the Company to register under the US Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above-stated restrictions will be subject to the forfeiture and/or compulsory transfer provisions as provided in the Company's Articles; it has received, carefully read and understands this document, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this document or any other presentation or offering materials concerning the New Ordinary Shares to any persons within the United States, nor will it do any of the foregoing; and each of the Placing Agents, the Company, the Adviser, their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations and agreements. If any of the representations or agreements made by the investor are no longer accurate or have not been complied with, the investor will immediately notify the Company and, if it is acquiring any New Ordinary Shares as a fiduciary or agent for one or more accounts, the investor has sole investment discretion with respect to each such account and it has full power to make such foregoing representations and agreements on behalf of each such account.

(iv)

(v)

(vi)

(vii)

(viii)

Until 40 days after Admission, an offer or sale of the New Ordinary Shares within the United States 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 pursuant to an available exemption under the Securities Act. ERISA restrictions Each purchaser and subsequent transferee of the New Ordinary Shares will be deemed to represent and warrant that no portion of the assets used to acquire or hold its interest in the New Ordinary Shares constitutes or will constitute the assets of any Plan Investor (as defined under "Certain ERISA Considerations" below in this document). Purported transfers of New Ordinary Shares to Plan Investors will, to the extent permissible by applicable law, be void ab initio. If any New Ordinary Shares are owned directly or beneficially by a person believed by the Directors to be in violation of the transfer restrictions set forth in this document or a Plan Investor, the Directors may give notice to such person requiring him either (i) to provide the Directors within 30 days of receipt of such notice with sufficient satisfactory documentary evidence to satisfy the Directors that such person is not in violation of the transfer restrictions set forth in this document or is not a Plan Investor or (ii) to sell or transfer his New Ordinary Shares to a person qualified to own the same within 30 days, and within

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such 30 days to provide the Directors with satisfactory evidence of such sale or transfer. Where condition (i) or (ii) is not satisfied within 30 days after the serving of the notice, the Board is entitled to arrange for the sale of the New Ordinary Shares on behalf of the person. If the Company cannot effect a sale of the New Ordinary Shares within five Business Days of its first attempt to do so, the person will be deemed to have forfeited his New Ordinary Shares. Certain ERISA Considerations General The following is a summary of certain considerations associated with the purchase of the New Ordinary Shares by (i) an "employee benefit plan" that is subject to Part 4 of Subtitle B of Title I of ERISA, (ii) a plan, individual retirement account or other arrangement that is subject to section 4975 of the US Tax Code, (iii) entities whose underlying assets are considered to include "plan assets" of any plan, account or arrangement described in preceding clause (i) or (ii), or (iv) any governmental plan, church plan, nonUS Plan or other investor whose purchase or holding of New Ordinary Shares would be subject to any state, local, non-US or other laws or regulations similar to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code or that would have the effect of the Plan Asset Regulations (any such laws or regulations, "Similar Laws") (each entity described in preceding clauses (i), (ii), (iii) or (iv), a "Plan Investor"). This summary is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing the New Ordinary Shares on behalf of, or with the assets of, any plan, consult with their counsel to determine whether such plan is subject to Title I of ERISA, section 4975 of the US Tax Code or any Similar Laws. Section 3(42) of ERISA provides that the term "plan assets" has the meaning assigned to it by such regulations as the Department of Labor may prescribe, except that under such regulations the assets of any entity shall not be treated as plan assets if, immediately after the most recent acquisition of any equity interest in the entity, less than 25 per cent. of the total value of each class of equity is held by "benefit plan investors" as defined in section 3(42) of ERISA. The Plan Asset Regulations generally provide that when a plan subject to Title I of ERISA or section 4975 of the US Tax Code (an "ERISA Plan") acquires an equity interest in an entity that is neither a "publicly-offered security" (as defined in the Plan Asset Regulations) nor a security issued by an investment company registered under the US Investment Company Act, the ERISA Plan's assets include both the equity interest and an undivided interest in each of the underlying assets of the entity unless it is established either that equity participation in the entity by "benefit plan investors" is not significant or that the entity is an "operating company", in each case as defined in the Plan Asset Regulations. For the purposes of the Plan Asset Regulations, equity participation in an entity by benefit plan investors will not be significant if they hold, in the aggregate, less than 25 per cent. of the value of any class of equity interests of such entity, excluding equity interests held by any person (other than a benefit plan investor) who has discretionary authority or control with respect to the assets of the entity or who provides investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates of such person. Section 3(42) of ERISA provides, in effect, that for purposes of the Plan Asset Regulations, the term "benefit plan investor" means an ERISA Plan or an entity whose underlying assets are deemed to include "plan assets" under the Plan Asset Regulations (for example, an entity 25 per cent. or more of the value of any class of equity interests of which is held by benefit plan investors and which does not satisfy another exception under the Plan Asset Regulations). It is anticipated that: (i) the New Ordinary Shares will not constitute "publicly offered securities" for purposes of the Plan Asset Regulations; (ii) the Company will not be an investment company registered under the US Investment Company Act; and (iii) the Company will not qualify as an operating company within the meaning of the Plan Asset Regulations. The Company will use commercially reasonable efforts to prohibit ownership by benefit plan investors in the New Ordinary Shares. However, no assurance can be given that investment by benefit plan investors in the New Ordinary Shares will not be "significant" for purposes of the Plan Asset Regulations. Plan asset consequences If the Company's assets were deemed to be "plan assets" of an ERISA Plan whose assets were invested in the Company, this would result, among other things, in: (i) the application of the prudence and other fiduciary responsibility standards of ERISA to investments made by the Company, and (ii) the possibility

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that certain transactions that the Company and its special purpose vehicle might enter into, or may have entered into in the ordinary course of business, might constitute or result in non-exempt prohibited transactions under section 406 of ERISA and/or section 4975 of the US Tax Code and might have to be rescinded. A non-exempt prohibited transaction, in addition to imposing potential liability upon fiduciaries of the ERISA Plan, may also result in the imposition of an excise tax under the US Tax Code upon a "party in interest" (as defined in ERISA) or "disqualified person" (as defined in the US Tax Code), with whom the ERISA Plan engages in the transaction. Plan Investors that are governmental plans, certain church plans and non-US plans, while not subject to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code, may nevertheless be subject to Similar Laws. Fiduciaries of such plans should consult with their counsel before purchasing or holding any New Ordinary Shares. Due to the foregoing, the New Ordinary Shares may not be purchased or held by any person investing assets of any Plan Investor. Representation and warranty In light of the foregoing, by accepting an interest in any New Ordinary Shares, each Shareholder will be deemed to have represented and warranted, or will be required to represent and warrant in writing, that no portion of the assets used to purchase or hold its interest in the New Ordinary Shares constitutes or will constitute the assets of any Plan Investor. Any purported purchase or holding of the New Ordinary Shares in violation of the requirement described in the foregoing representation will be void to the extent permissible by applicable law. If the ownership of New Ordinary Shares by an investor will or may result in the Company's assets being deemed to constitute "plan assets" under the Plan Asset Regulations, the New Ordinary Shares of such investor will be deemed to be held in trust by the investor for such charitable purposes as the investor may determine, and the investor shall not have any beneficial interest in the New Ordinary Shares. If we determine that upon or after effecting the Acquisition it is no longer necessary for us to impose these restrictions on ownership by Plan Investors, the restrictions may be lifted.

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PART X DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise: "Active Member" means a member of the Sub-Adviser (or an individual otherwise contracted to provide services to the Sub-Adviser) who has agreed to be actively involved in servicing the account of the Adviser in relation to the business of the Company and includes, for so long as they remain actively involved in servicing the account of the Adviser, Messrs. Hayward, Daniel and Metherell; means: (i) a partner in the Adviser; or (ii) an individual contracted to provide services to the Adviser; or (iii) a director of the General Partner who, in each case and in such capacity or capacities, has agreed to be actively involved in servicing the account of the Company (for so long as he or she has such capacity) and includes, for so long as he remains actively involved in servicing the account of the Company, Mr. Rothschild; means the acquisition or establishment by the Company (through the Subsidiary or a subsidiary of the Subsidiary), whether through a single transaction or a series of related or connected transactions, of a major company, business or asset as described in "Part I ­ Investment Opportunity and Strategy" (and, in the context of the Acquisition and related expressions, references to a company without reference to a business or asset and references to a business without reference to a company or asset shall in both cases be construed to mean a company, business or asset); means the Placing Price as adjusted appropriately for matters such as: (i) any subsequent consolidation or subdivision of the Ordinary Shares; (ii) a rights issue, open offer, placing, offer for subscription or issue of shares at a discount (other than in connection with an employees' share scheme); (iii) share repurchases or redemptions at a premium; (iv) any Value Return or allotment of Ordinary Shares by capitalising the Company's profits or reserves; (v) the grant of any options, rights, warrants or other rights to subscribe, or convertible/exchangeable securities (other than in connection with an employees' share scheme) giving rise to a right to acquire Ordinary Shares at a discount; or (vi) any other capital distribution, reorganisation, restructuring or similar corporate action (other than in connection with an employees' share scheme) which has the effect of reducing the economic entitlement of a holder of Founder Securities; means admission of the Ordinary Shares to the Official List and to trading on the London Stock Exchange; means Vallares Advisers LP a limited partnership established in Jersey on 15 June 2011; means the advisory agreement dated 17 June 2011 between the Adviser and the Company, details of which are set out in "Part III ­ The Company, its Board and the Acquisition Structure";

"Active Partner"

"Acquisition"

"Adjusted Issue Price"

"Admission" "Adviser" "Advisory Agreement"

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"Articles of Association" or "Articles" "Business Day" "certificated" or "in certificated form"

means the articles of association of the Company in force; means a day (other than a Saturday or a Sunday) on which banks are open for business in London; means in relation to a share or other security, a share or other security, title to which is recorded in the relevant register of the share or other security concerned as being held in certificated form (that is, not in CREST); means (i) the acquisition of Control of the Company following Admission by any person or party (or by any group of persons or parties who are acting in concert) except pursuant to a proposal by the Board for the purposes of, or in connection with, any scheme of arrangement of the Company under the Companies (Jersey) Law 1991 under which a body corporate will acquire the Company and the holdings of the members of such body corporate following the scheme becoming effective will be substantially the same as the holdings of the members of the Company immediately before the scheme becoming effective, or (ii) the removal (other than for cause) of a Founder from the Board of Directors or as the case may be the non reappointment of a Founder to such office following any retirement by rotation (unless with such person's prior written consent); means the following countries: (i) Armenia; (ii) Azerbaijan; (iii) Belarus; (iv) Georgia; (v) Kazakhstan; (vi) Kyrgyzstan; (vii) Latvia; (viii) Moldova; (ix) Mongolia; (x) Tajikistan; (xi) Turkmenistan; (xii) Ukraine; and (xiii) Uzbekistan; means the City Code on Takeovers and Mergers; means Evolution Securities Ltd; means the Companies Act 2006, as amended; means Vallares PLC, a company incorporated with limited liability in Jersey under the Jersey Companies Law on 1 April 2011, with registered number 107897; means: (i) where the Acquisition comprises a single transaction, completion of that transaction; and (ii) where the Acquisition comprises a series of related or connected transactions, completion of the final transaction in such series to complete, and in each case the event that constitutes completion shall be determined by the Independent Non Executive Directors holding office at the time of announcing the Acquisition (or such other event as shall be subsequently determined by the Independent Non Executive Directors (holding office at that time) with the consent of holders of the Founder Incentives following any change in the terms or structure of the Acquisition following announcement), and "complete" and "completed" (where the context so requires) shall be interpreted accordingly; means the duly constituted committee of the Board with responsibility for resolving conflicts concerning the Directors or the Founders and for overseeing implementation of the Conflicts Procedures on behalf of the Company;

"Change of Control"

"CIS region"

"City Code" "Co Lead Manager" "Companies Act" "Company"

"completion of the Acquisition"

"Conflicts Committee"

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"Conflicts Procedures" "Control"

means the conflicts procedures agreed between the Company, the Subsidiary, the Adviser, the Sub-Adviser, and the Founders; means: (i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (a) cast, or control the casting of, 50 per cent. or more of the maximum number of votes that might be cast at a general meeting of the Company; or (b) appoint or remove all, or the majority, of the directors or other equivalent officers of the Company; or (c) give directions with respect to the operating and financial policies of the Company with which the directors or other equivalent officers of the Company are obliged to comply; and/or (ii) the holding beneficially of 50 per cent. or more of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital), but excluding in the case of each of (i) and (ii) above any such power or holding that arises as a result of the issue of Ordinary Shares by the Company in connection with the Acquisition; means the UK Corporate Governance Code issued by the Financial Reporting Council in the UK in May 2010; means Credit Suisse Securities (Europe) Limited; means the paperless settlement system operated by Euroclear enabling securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument; means the directors of the Company, whose names appear in "Part III ­ The Company, its Board and the Acquisition Structure", or the board of directors from time to time of the Company, as the context requires, and "Director" is to be construed accordingly;

"Corporate Governance Code" "Credit Suisse" "CREST" or "CREST System"

"Directors" or "Board" or "Board of Directors"

"Directors' Letters of Appointment" means the letters of appointment for each of the Directors, details of which are set out in paragraph 10 of "Part VIII ­ Additional Information"; "Disclosure and Transparency Rules" "EEA" "EEA States" "Enterprise Value" "ERISA" "EU" "Euroclear" "Exclusivity Deeds" means the disclosure rules and transparency rules of the UK Listing Authority made in accordance with section 73A of FSMA; means the European Economic Area; means the member states of the European Union and the European Economic Area each an "EEA State"; means the sum of a company's market capitalisation and its net debt; means the US Employee Retirement Income Security Act of 1974, as amended; means the Member States of the European Union; means Euroclear UK & Ireland Limited; means the deeds of undertaking, deeds of adherence or memorandum of terms, as the case may be, in relation to time commitment and the Referral and Exclusivity Undertakings to be entered into by each of the Founders not later than the date of Admission;

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"Founders" "Founder Incentives" "Founder Securities"

means Nathaniel Rothschild, Tony Hayward, Tom Daniel and Julian Metherell; means the Founder Securities and the Founder Shares; means the C ordinary shares in the capital of the Subsidiary, details of which are set out in "Part II ­ The Founders, the Adviser and the Sub-Adviser" and paragraph 4.4 of "Part VIII ­ Additional Information"; means the B ordinary shares in the capital of the Subsidiary, details of which are set out in "Part II ­ The Founders, the Adviser and the Sub-Adviser" and paragraph 4.3 of "Part VIII ­ Additional Information"; means the UK Financial Services Authority; means the Financial Services and Markets Act 2000 of the UK, as amended; means FTSE International Limited; means the general partner of the Adviser, Vallares Advisers GP Limited, a company incorporated with limited liability in Jersey under the Jersey Companies Law on 1 April 2011, with registered number 107898; means Credit Suisse; means the Company, the Subsidiary, any other subsidiary and any company or business they acquire (directly or indirectly) from time to time; means International Accounting Standards Board; means International Financial Reporting Standards; means the subscription letters from the Independent Non-Executive Directors to the Company, details of which are set out under the heading "Issue of Ordinary Shares to the Independent Non-Executive Directors" in "Part IV ­ The Placing" on page 72; means the non-executive directors of the Board from time to time considered by the Board to be independent for the purposes of the Corporate Governance Code, being Rodney Chase, Jim Leng, Sir Graham Herne and George Rose, as at the date of this document; means a person who confirms his agreement to the Placing Agents to subscribe for New Ordinary Shares under the Placing; means the Bailiwick of Jersey; means the Companies (Jersey) Law 1991 (as amended) and subordinate legislation thereunder; means the Companies (Uncertificated Securities) (Jersey) Order1999, as amended; means the Income Tax (Jersey) Law 1961, as amended; means Credit Suisse and J.P. Morgan Cazenove;

"Founder Shares"

"FSA" "FSMA" "FTSE" "General Partner"

"Global Co-ordinator" "Group"

"IASB" "IFRS" "Independent Non-Executive Director Subscription Letters"

"Independent Non-Executive Directors"

"Investor" "Jersey" "Jersey Companies Law" "Jersey CREST Order" "Jersey Income Tax Law" "Joint Bookrunners"

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"J.P. Morgan Cazenove"

means J.P. Morgan Securities Ltd. (which conducts its UK investment banking activities as J.P. Morgan Cazenove), in its capacity as Joint Bookrunner; means the limited partnership agreement of the Adviser dated 15 June 2011 between the General Partner, NR Investments Limited, Mr. Hayward and Mr. Metherell, details of which are set out in paragraph 15.3 of "Part VIII ­ Additional Information"; means the listing rules made by the UK Listing Authority under section 73A of FSMA as amended from time to time; means London Stock Exchange plc; means the Model Code on directors' dealings in securities set out in Listing Rule 9 Annex 1 R; means the arithmetic mean of the market capitalisation of the Company at the close of trading on the first and last Business Days of each month; means the funds received on closing of the Placing (subject to the effect of any exercise of the Repurchase Option) less any expenses paid or payable in connection with Admission, the Placing and the incorporation (and initial capitalisation) of the Company and the Subsidiary; means new Ordinary Shares issued pursuant to the Placing on the terms and subject to the conditions in this document; means the official list maintained by the UK Listing Authority; means the notice set out the appendix to the US Investor Letter; means the ordinary shares of £0.10 each in the capital of the Company including, if the context requires, the New Ordinary Shares; has the meaning given to it on page 55; means a passive foreign investment company, as defined in section 1297 of the US Tax Code; means the proposed placing of the New Ordinary Shares on behalf of the Company at the Placing Price and on the terms and subject to the conditions set out in this document; means Credit Suisse, J.P. Morgan Cazenove and Evolution Securities Ltd; means the placing agreement dated 17 June 2011 between the Company, the Directors, the Adviser, the Founders and the Placing Agents, details of which are set out in paragraph 15.1 of "Part VIII ­ Additional Information"; means £10.00 per New Ordinary Share; means the regulations promulgated by the US Department of Labor at 29 CFR 2510.3-101, as modified by section 3(42) of ERISA; means: (i) any "employee benefit plan" that is subject to Part 4 of Subtitle B of Title I of ERISA; (ii) a plan, individual retirement account or other arrangement that is subject to section 4975 of

"Limited Partnership Agreement"

"Listing Rules" "London Stock Exchange" "Model Code" "Monthly Market Capitalisation"

"Net Proceeds"

"New Ordinary Shares" "Official List" "Offshore Transaction Notice" "Ordinary Shares"

"Performance Condition" "PFIC" "Placing"

"Placing Agents" "Placing Agreement"

"Placing Price" "Plan Asset Regulations"

"Plan Investor"

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the US Tax Code; (iii) entities whose underlying assets are considered to include "plan assets" of any plan, account or arrangement described in preceding paragraph (i) or (ii); or (iv) any governmental plan, church plan, non-US plan or other investor whose purchase or holding of Ordinary Shares would be subject to any Similar Laws; "Premium Listing" "Priority Return Sum" means a premium listing under Chapter 6 of the Listing Rules; means the total subscription price paid to the Company by the holders of Ordinary Shares for the Ordinary Shares in issue on (or immediately following) Admission which are not repurchased pursuant to the exercise of the Repurchase Option, after deduction of the total expenses incurred (or to be incurred) by the Company in connection with Admission, the Placing and the incorporation of the Company, the Subsidiary, the Adviser and Vallares Capital less the aggregate amount of Value Return in respect of those Ordinary Shares; means Directive 2003/71/EC and includes any relevant implementing measures in each EEA State that has implemented Directive 2003/71/EC; means the prospectus rules of the UK Listing Authority made in accordance with section 73A of FSMA, as amended from time to time; means an election to treat any PFIC as a qualified electing fund, as defined in section 1295 of the US Tax Code; has the meaning given by Rule 144A; has the meaning given to such term by Section 2(a)(51) of the US Investment Company Act; means undertakings to be given by the Founders in their Exclusivity Deeds to refer to, and not to compete with, the Company, details of which are set our under the heading "Commitment of the Founders" in "Part II ­ The Founders, the Adviser and the Sub-Adviser" and paragraph 15.4 of "Part VIII ­ Additional Information"; means Capita Registrars (Jersey) Limited, or any other registrar appointed by the Company from time to time; means the registrar agreement dated 17 June 2011 between the Company and the Registrar, details of which are set out in paragraph 15.7 of "Part VIII ­ Additional Information"; means regulation S under the Securities Act; means the option granted by the Company to the Stabilising Manager, pursuant to which the Stabilising Manager may require the Company to purchase up to 10,000,000 Ordinary Shares held by the Stabilising Manager as a result of stabilisation transactions at the Placing Price; means Rule 144A under the Securities Act; means the US Securities and Exchange Commission; means the US Securities Act of 1933, as amended;

"Prospectus Directive"

"Prospectus Rules"

"QEF Election" "Qualified Institutional Buyer" "Qualified Purchaser" "Referral and Exclusivity Undertakings"

"Registrar" "Registrar Agreement"

"Regulation S" "Repurchase Option"

"Rule 144A" "SEC" "Securities Act"

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"Share Matching Award"

means the share matching award granted or to be granted by the Company to each of the Independent Non-Executive Directors, details of which are set out in paragraph 15.8 of "Part VIII ­ Additional Information"; means the holders of Ordinary Shares; means any state, local, non-US or other laws or regulations similar to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code or that would have the effect of the Plan Asset Regulations; means a resolution which has been passed by two-thirds of the members who (being entitled to do so) vote in person, or by proxy, at a duly called general meeting of the Company; means Credit Suisse, which will act as stabilising manager pursuant to the Repurchase Option; means a standard listing under Chapter 14 of the Listing Rules; means the wholesale markets for money-related instruments denominated in Sterling, being the currency of the United Kingdom, (including, without limitation, commercial paper, floating rate notes, certificates of deposit and bonds); means Vallares Holding Company Limited, a company incorporated with limited liability in Jersey under the Jersey Companies Law on 1 April 2011, with registered number 107896; means Vallar LLP, formerly named Red Seal Capital LLP, formerly Life Science Capital LLP a limited liability partnership established in England and Wales on 23 February 2005 and authorised and regulated by the FSA; means the sub-advisory agreement dated 17 June 2011 between the Sub-Adviser and the Adviser, details of which are set out in "Part III ­ The Company, its Board and the Acquisition Structure"; means the UK Panel on Takeovers and Mergers; means a day on which the main market of the London Stock Exchange is open for business and on which Ordinary Shares may be dealt in (other than a day on which the main market of the London Stock Exchange is scheduled to or does close prior to its regular weekday closing time); means the FSA in its capacity as the competent authority for listing in the UK pursuant to Part VI of FSMA; means, in relation to a share or other security, a share or other security, title to which is recorded in the relevant register of the share or other security concerned as being held in uncertificated form (that is, in CREST) and title to which may be transferred by using CREST; means the United Kingdom of Great Britain and Northern Ireland; has the meaning given in Regulation S; means the US Investment Company Act of 1940, as amended, and related rules;

"Shareholders" "Similar Laws"

"Special Resolution"

"Stabilising Manager" "Standard Listing" "Sterling Denominated Money Markets"

"Subsidiary"

"Sub-Adviser"

"Sub-Advisory Agreement"

"Takeover Panel" "Trading Day"

"UK Listing Authority" "uncertificated" or "uncertificated form"

"United Kingdom" or "UK" "United States" or "US" "US Investment Company Act"

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"US Investor's Letter" "US Person" "US Tax Code" "Vallar"

means the letter set out in Appendix 1 to this document; has the meaning given in Regulation S; means the US Internal Revenue Code of 1986, as amended; means Vallar PLC, a public company incorporated in Jersey under the Jersey Companies Law on 31 March 2010, with registered number 105417; means Vallares Capital LP, a limited partnership established and registered in Guernsey on 17 May 2011 with registered number 1458; means the cumulative amount of any value per ordinary share paid by the Company (whether in the form of cash or otherwise) and received by (or issued to) holders of Ordinary Shares on or in respect of that holding including normal course and extraordinary dividends and consideration received by, or issued or allotted to, a holder of Ordinary Shares as a result of any disposal by the Company or any subsidiary thereof of any business, assets, shares or securities in the Company or any subsidiary thereof; and means: (i) within the EU, any tax imposed by any Member State in conformity with the Directive of the Council of the European Union on the common system of value added tax (2006/112/EC); and (ii) outside the EU, any tax corresponding to, or substantially similar to, the common system of value added tax referred to in paragraph (i) of this definition.

"Vallares Capital"

"Value Return"

"VAT"

References to a "company" in this document shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established.

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APPENDIX 1 US INVESTOR'S LETTER

(Letterhead of Investor) Vallares PLC (the Company) 12 Castle Street St. Helier Jersey JE2 3RT Credit Suisse Securities (Europe) Limited (CS) Cabot Square London E14 4QJ J.P. Morgan Securities Ltd. (JPM) 125 London Wall London EC2Y 5AJ Evolution Securities Ltd (ES) 100 Wood Street London EC2V 7AN (CS, JPM and ES together with their respective US affiliates, the Co-ordinator, and each, a Co-ordinator) Re: Placing of 132,840,000 ordinary shares (the Ordinary Shares) in Vallares PLC or subsequent transfer of such Ordinary Shares Ladies and Gentlemen: This letter (a US Investor's Letter) relates either (a) to the issuance of the Ordinary Shares or (b) to the subsequent transfer of such Ordinary Shares. In either case, this letter is to be delivered on behalf of the person acquiring beneficial ownership of the Ordinary Shares by the investor named below or the accounts listed on the attachment hereto (each an Investor). The Investor agrees, acknowledges, represents and warrants, on its own behalf or on behalf of each account for which it is acting, that: 1. The Investor has received a copy of the prospectus relating to the offering of the Ordinary Shares described therein (the Prospectus). The Investor understands and agrees that the Prospectus speaks only as of its date and that the information contained therein may not be correct or complete as of any time subsequent to that date. The Investor hereby confirms that: (i) the Investor is a "Qualified Institutional Buyer" (Qualified Institutional Buyer) as defined in Rule 144A (Rule 144A) under the US Securities Act of 1933, as amended (the US Securities Act) and a "Qualified Purchaser" (Qualified Purchaser) as defined in section 2(a)(51) of the US Investment Company Act of 1940, as amended and under related rules (the US Investment Company Act); the Investor is not a broker-dealer which owns and invests on a discretionary basis less than US$25 million in securities of unaffiliated issuers; the Investor is not a participant-director employee plan, such as a plan described in subsection (a)(1)(i)(D), (E) or (F) of Rule 144A; and no portion of the assets used by us to purchase, and no portion of the assets used by us to hold, the Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" that is subject to Part 4 of Subtitle B of Title I

2.

(ii) (iii) (iv)

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of the US Employee Retirement Income Security Act of 1974, as amended (ERISA), (ii) a plan, individual retirement account or other arrangement that is subject to section 4975 of the US Internal Revenue Code of 1986, as amended (the US Tax Code), (iii) entities whose underlying assets are considered to include "plan assets" of any plan, account or arrangement described in preceding clause (i) or (ii), or (iv) any governmental plan, church plan, non-US plan or other investor whose purchase or holding of Ordinary Shares would be subject to any state, local, non-US or other laws or regulations similar to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code or that would have the effect of the regulations issued by the US Department of Labor (the Department) set forth at 29 CFR section 2510.3-101, as modified by section 3(42) of ERISA (the Plan Asset Regulations) (each entity described in preceding clause (i), (ii), (iii) or (iv), a Plan Investor). 3. The Investor hereby confirms that: (i) the Investor was not formed to invest in the Company; and (ii) the Investor is acquiring an interest in the Ordinary Shares for the Investor's own account as principal, or for the account of one or more other persons who are able to and who shall be deemed to make all of the representations and agreements in this US Investor's Letter and for whom the Investor exercises sole investment discretion.

TRANSFER RESTRICTIONS 4. The Investor understands and agrees that the Ordinary Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the US Securities Act and that the Ordinary Shares have not been and does not intend to become registered under the US Securities Act, that the Company has not been and will not be registered as an investment company under the US Investment Company Act and that the Ordinary Shares may not be transferred except as permitted in this Paragraph 4. The Investor agrees that, if in the future it decides to offer, resell, pledge or otherwise transfer such Ordinary Shares, such Ordinary Shares will be offered, resold, transferred, assigned, pledged or otherwise disposed of only: (i) Outside the United States in an offshore transaction complying with the provisions of Regulation S under the US Securities Act (Regulation S) to a person outside the United States and not known by the transferor to be a US person, by pre-arrangement or otherwise, upon surrender of the Ordinary Shares and delivery of a written certification that such transferor is in compliance with the requirements of clause 5 below (i) (a "Regulation S Transfer"); or (ii) to the Company or a subsidiary thereof. Each of the foregoing restrictions is subject to any requirement of law that the disposition of the Investor's property or the property of such investor account or accounts on behalf of which the Investor holds the Ordinary Shares be at all times within the control of the Investor or of such accounts and subject to compliance with any applicable state securities laws.

(ii)

Each Investor and any person subscribing for or applying to subscribe for New Ordinary Shares, or agreeing to subscribe for New Ordinary Shares on behalf of an Investor or authorising the Placing Agents to notify an Investor's name to the Registrar in connection with the Placing, will be deemed to acknowledge to each of the Placing Agents, the Registrar and the Company that the Investor has been warned that: (a) an investment in the Ordinary Shares is only suitable for acquisition by a person who: (i) has a significantly substantial asset base such that would enable the person to sustain any loss that might be incurred as a result of acquiring the Ordinary Shares; and is sufficiently financially sophisticated to be reasonably expected to know the risks involved in acquiring the Ordinary Shares, and

(ii) (b)

neither the Company's activities nor the activities of any functionary of the Company (including, in particular, the activities of the Adviser and the Sub-Adviser) are subject to all of the provisions of the Financial Services (Jersey) Law 1998. In particular, neither the Adviser nor the Sub-Adviser is a `registered person' for the purposes of (and as defined in) the Financial Services (Jersey) Law 1998.

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5.

The Investor agrees that, prior to transferring the Investor's Ordinary Shares or any interest therein, in the case of a Regulation S Transfer, the Investor must sign and deliver to the Company an Offshore Transaction Notice in the form of Annex A hereto (or in a form otherwise acceptable to the Company). The Investor understands that, subject to certain exceptions, to be a Qualified Purchaser, entities must have US$25 million in "investments" as defined in Rule 2a51-1 of the US Investment Company Act. The Investor is knowledgeable, sophisticated and experienced in business and financial matters and it fully understands the limitations on ownership and transfer and the restrictions on sales of such securities. The Investor is able to bear the economic risk of its investment in the Ordinary Shares and is currently able to afford the complete loss of such investment. The Investor is aware that there are risks incidental to the purchase of the Ordinary Shares, including those summarised under "Risk Factors" in the Prospectus.

6.

7.

US INVESTMENT COMPANY ACT 8. The Investor understands and acknowledges that the Company has not registered, and does not intend to become registered, as an "investment company" (as such term is defined in the US Investment Company Act) and that the Company has elected to impose the transfer and offering restrictions with respect to persons in the United States and US persons described herein so that the Company will qualify for the exemption provided under section 3(c)(7) of the US Investment Company Act and will have no obligation to register as an investment company even if it were otherwise determined to be an investment company. 9. The Investor understands and acknowledges that (i) the Company will not be required to accept for registration of transfer any Ordinary Shares acquired by the Investor that are not being acquired by a Qualified Purchaser, except as provided in Paragraph 5 of this letter, (ii) the Company may require any US person or any person within the United States who was not a Qualified Purchaser at the time it acquired any Ordinary Shares or any beneficial interest therein to transfer the Ordinary Shares or any such beneficial interest immediately in a manner consistent with the restrictions set forth in this US Investor's Letter, (iii) pending such transfer, the Company is authorized to suspend the exercise of the meeting and consent rights relating to the relevant Ordinary Shares and the right to receive distributions in respect of the relevant Ordinary Shares, and (iv) if the obligation to transfer is not met, the Company is irrevocably authorized, without any obligation, to transfer the Ordinary Shares, as applicable, in a manner consistent with the restrictions set forth in this US Investor's Letter and the Articles of Incorporation of the Company and, if such Ordinary Shares are sold, the Company shall be obliged to distribute the net proceeds to the entitled party.

ERISA 10. The Investor understands and acknowledges that (i) transfers of the Ordinary Shares or any interest therein to a person using assets of a Plan Investor to purchase or hold such securities or any interest therein will, to the extent permissible by applicable law, be void and will not operate to transfer any rights to such person notwithstanding any instruction to the contrary to the Company or its agents and (ii) if the ownership of Ordinary Shares by an investor will or may result in the Company's assets being deemed to constitute "plan assets" under the Plan Asset Regulations, the Ordinary Shares of such investor will be deemed to be held in trust by the investor for such charitable purposes as the investor may determine, and the investor shall not have any beneficial interest in the Ordinary Shares. THE PLACING 11. The Investor is not purchasing the Ordinary Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the US Securities Act) that would be in violation of the securities laws of the United States or any state thereof. 12. The party signing this US Investor's Letter is acquiring the Ordinary Shares for its own account or for the account of one or more Investors (each of which is a Qualified Institutional Buyer and a

143

Qualified Purchaser) which the party signing this US Investor's Letter is authorized to make the acknowledgements, representations and warranties, and enter into the agreements, contained in this US Investor's Letter. 13. Ordinary Shares were offered to the Investor (i) solely by means of the Prospectus, (ii) by direct contact between the Investor and the Company or (iii) by direct contact between the Investor and the Co-ordinator. The Investor did not become aware of, nor were the Ordinary Shares offered to the Investor by any other means, including, in each case, by any form of general solicitation or general advertising. In agreeing to purchase the Ordinary Shares, the Investor is relying solely on the Prospectus and not on any other information or representation concerning the Company or the Placing. The Investor agrees that none of the Company nor any Co-ordinator, nor any of their respective officers or directors or affiliates, will have any liability for the Prospectus or any other information or representation (except in the case of the Company for the Prospectus). The Investor irrevocably and unconditionally waives any rights it may have in respect of any other information or representation. The Investor has not relied on any information given or representations, warranties or statements (including, for the avoidance of doubt, in any oral or written presentations made to Investors) made by the Company or any Co-ordinator or any other person other than information contained in the Prospectus. The Investor acknowledges that the Co-ordinators have acted as agent for the Company in connection with the sale of the Ordinary Shares. The Investor consents to the actions the Coordinators in this regard and hereby waives any and all claims, actions, liabilities, damages or demands it may have against any Co-ordinator in connection with any alleged conflict of interest arising from the engagement of such Co-ordinator as agent of the Company with respect to the sale by the applicable Co-ordinator of the Ordinary Shares to the Investor. The Investor acknowledges that (i) no Co-ordinator nor any of their respective affiliates have made or will make any representation or warranty as to the accuracy or completeness of the information in the Prospectus or in any oral or written presentations made to Investors, which are the sole responsibility of the directors of the Company, or any other information provided by the Company or its officers, directors or affiliates; (ii) the Investor has not relied and will not rely on any investigation by any Co-ordinator, its affiliates or any person acting on its behalf may have conducted with respect to the Company or the Ordinary Shares; and (iii) no Co-ordinator has made any representation as to the availability of an exemption from the US Securities Act for the transfer of the Ordinary Shares. The Investor agrees, upon a proposed transfer of the Ordinary Shares, to notify any purchaser of such Ordinary Shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the Ordinary Shares being sold.

14.

15.

16.

17.

GENERAL 18. The Investor acknowledges that each of the Co-ordinators and the Company and their respective affiliates and others will rely on the acknowledgements, representations and warranties contained in this US Investor's Letter as a basis for exemption of the sale of the Ordinary Shares under the US Securities Act, the US Investment Company Act, under the securities laws of all applicable states, for compliance with ERISA and for other purposes. The party signing this US Investor's Letter agrees to notify promptly to the Company if any of the acknowledgements, representations or warranties set forth herein are no longer accurate. 19. The Investor understands and acknowledges that any Ordinary Shares issued to the Investor in certificated form will bear an appropriate legend setting forth, among other things, the transfer restrictions applicable to the Ordinary Shares. In addition, the Investor understands that the legend shall not be removed from the Ordinary Shares unless the Company agrees, in its sole discretion, to remove the legend. Each of the Co-ordinators and the Company and their respective affiliates are irrevocably authorized to produce this US Investor's Letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

20.

144

21. 22.

This US Investor's Letter shall be governed by New York law and construed in accordance with New York law or, where the context requires, the US federal securities laws. The Investor understands and acknowledges that no agency of the United States or any state thereof has made any finding or determination as to the fairness of the terms of, or any recommendation or endorsement in respect of, the Ordinary Shares. The Investor agrees to provide, together with this completed and signed US Investor's Letter, a completed and signed Substitute IRS Form W-9. The Substitute IRS Form W-9 is attached as Annex B.

23.

Where there are joint applicants, each must sign this US Investor's Letter. Applications from a corporation must be signed by an authorized officer or be completed otherwise in accordance with such corporation's constitution (evidence of such authority may be required).

Very truly yours, NAME OF INVESTOR: By: Name: Title: Address: Date:

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ANNEX A TO APPENDIX 1 OFFSHORE TRANSACTION NOTICE

To: Vallares PLC 12 Castle Street St. Helier Jersey JE2 3RT Ladies and Gentlemen: This notice (an Offshore Transaction Notice) relates to the sale or other transfer by us of the ordinary shares (the Ordinary Shares) of Vallares PLC (the Company) in an offshore transaction pursuant to Regulation S (Regulation S) under the US Securities Act of 1933, as amended (the US Securities Act). Terms used in this Offshore Transaction Notice are used as defined in Regulation S, except as otherwise stated herein. The undersigned acknowledges (or if the undersigned is acting for the account or benefit of another person, such person has confirmed that it acknowledges) that the Ordinary Shares have not been and will not be registered under the US Securities Act and that the Company has not registered as an investment company under the US Investment Company Act of 1940, as amended and related rules (the US Investment Company Act). The undersigned hereby certifies: 1. 2. The offer and sale of the Ordinary Shares was not and will not be made to a person in the United States or a US person. Either (a) at the time the buy order for the Ordinary Shares was originated, the buyer was outside the United States or the undersigned and any person acting on the undersigned's behalf reasonably believed that the buyer was outside the United States, or (b) the transaction in the Ordinary Shares was executed in, on or through the facilities of a designated offshore securities market as defined in Regulation S (including, for the avoidance of doubt, a bona fide sale on the London Stock Exchange plc main market for listed securities), and neither the undersigned nor any person acting on the undersigned's behalf knows that the transaction was pre-arranged with a buyer in the United States or a US person. The undersigned has no reason to believe that any portion of the assets used by the person to whom the undersigned is transferring the Ordinary Shares to purchase, and no portion of the assets used by such purchaser to hold, the Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" that is subject to Part 4 of Subtitle B of Title I of the US Employee Retirement Income Security Act of 1974, as amended (ERISA), (ii) a plan, individual retirement account or other arrangement that is subject to section 4975 of the US Internal Revenue Code of 1986, as amended (the US Tax Code), (iii) entities whose underlying assets are considered to include "plan assets" of any plan, account or arrangement described in preceding clause (i) or (ii), or (iv) any governmental plan, church plan, non-US plan or other investor whose purchase or holding of Ordinary Shares would be subject to any state, local, non-US or other laws or regulations similar to Part 4 of Subtitle B of Title I of ERISA or section 4975 of the US Tax Code or that would have the effect of the regulations issued by the US Department of Labor set forth at 29 CFR section 2510.3-101, as modified by section 3(42) of ERISA. Neither the undersigned, nor any of the undersigned's affiliates, nor any person acting on the undersigned's or their behalf, has made any directed selling efforts in the United States with respect to the Ordinary Shares. The proposed transfer of the Ordinary Shares is not part of a plan or scheme to evade the registration requirements of the US Securities Act or the US Investment Company Act.

3.

4.

5.

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6. 7.

Neither the Company nor any of its agents participated in the sale of the Ordinary Shares. The undersigned confirms that, prior to the sale of the Ordinary Shares, the undersigned notified the purchaser of such Ordinary Shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the Ordinary Shares being sold.

The undersigned agrees that the Company and its agents and their respective affiliates may rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. Where there are joint transferors, each must sign this Offshore Transaction Notice. An Offshore Transaction Notice of a corporation must be signed by an authorized officer or be completed otherwise in accordance with such corporation's constitution (evidence of such authority may be required).

Very truly yours, NAME OF INVESTOR: By: Name: Title: Address: Date:

147

ANNEX B TO APPENDIX 1 SUBSTITUTE IRS FORM W-9

PAYOR'S NAME: VALLARES PLC PAYEE'S NAME PAYEE'S ADDRESS SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Part I: ­ Taxpayer Identification Number (TIN) Social Security Number OR Employer Identification Number (if awaiting TIN write "Applied For" and complete Part III and the Certificate of Awaiting Taxpayer Identification Number). Part II: ­ For Payees Exempt from Backup Withholding For Payees Exempt from Backup withholding, see the Guidelines below and complete as instructed therein.

Payor's Request for Taxpayer Identification Number (TIN) and Certification

Part III: ­ Certification Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a US person (including a US resident alien). Certification Instructions ­ You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). Signature of US person Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28 PER CENT. OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION. YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE "APPLIED FOR" IN THE APPROPRIATE LINE IN PART I OF SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office; or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28 per cent., of all reportable payments made to me pursuant to the tender offer will be withheld. Signature Date

148

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payor. ­ Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payor. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service. Give the SOCIAL SECURITY For this type of account: number of ­­­­­­­­­­­­­­­­­­­­­­ ­­­­­­­­­­­­­­­­­­­­ 1. Individual The individual 2. Two or more The actual owner of individuals (joint the account or, if account) combined funds, the first individual on the account(1) 3. Custodian The minor(2) account of a minor (Uniform Gift to Minors Act) 4.a. The usual The grantor-trustee(1) revocable savings trust account(grantor is also trustee) b. So-called trust The actual owner(1) account that is not a legal or valid trust under state law 5. Sole proprietorship The owner(3) Give the EMPLOYER IDENTIFICATION For this type of account: number of ­­­­­­­­­­­­­­­­­­­­­­­­ ­­­­­­­­­­­­­­­­­­ 6. Sole Proprietorship The owner(3) 7. valid trust, estate, or The legal entity(4) pension trust

8.

Corporate or LLC election corporate status on Form 8832

The corporation

9.

Association, club, religious, charitable, educational, or other tax-exempt organisation 10. Partnership or multimember LLC

The organisation

The partnership

11. A broker or registered nominee 12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments

The broker or nominee The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has asocial security number, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one). (4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

149

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 (Page 2)

Obtaining a Number If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling I (800) TAXFORM, and apply for a number. Payees Exempt from Backup Withholding Payees specifically exempted from withholding include: · An organisation exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2). The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or instrumentality of any one or more of the foregoing. An international organisation or any agency or instrumentality thereof. A foreign government and any political subdivision, agency or instrumentality thereof. · · · · Payments of interest generally exempt from backup withholding include: · Payments of interest on obligations issued by individuals. However, if you pay $600 or more of interest in the course of your trade or business to a payee, you must report the payment. Backup withholding applies to the reportable payment if you have not provided your correct taxpayer identification number to the payor. Payments of tax-exempt interest (including exempt interest dividends under Section 852). Payments described non-resident aliens. Payments on Section 1451. in Section covenant 6049(b)(5) bonds to

·

tax-free

under

·

Payments made by certain foreign organisations. Mortgage or student loan interest paid to you.

· ·

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under Sections 6041, 6041 A, 6042, 6044, 6045, 6049, 6050A and 6050N. Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYOR. Privacy Act Notice ­ Section 6109 requires you to provide your correct taxpayer identification number to payors, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold 28 per cent., of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to the payor. Certain penalties may also apply. Penalties (1) Failure to Furnish Taxpayer Identification Number ­ If you fail to furnish your taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to wilful neglect. (2) Civil Penalty for False Information With Respect to Withholding ­ If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. (3) Criminal Penalty for Falsifying Information ­ Wilfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

Payees that may be exempt from backup withholding include: · · · A corporation. A financial institution. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States. A real estate investment trust. A common trust fund operated by a bank under Section 584(a). An entity registered at all times during the tax year under the US Investment Company Act of 1940. A middleman known in the investment community as a nominee or custodian. A futures commission merchant registered with the Commodity Futures Trading Commission. A foreign central bank of issue. A trust exempt from tax under Section 664 or described in Section 4947.

· · · · · · ·

Payments of dividends and patronage dividends generally exempt from backup withholding include: · · Payments to non-resident aliens subject to withholding under Section 1441. Payments to Companies not engaged in a trade or business in the United States and that have at least one non-resident alien partner. Payments of patronage dividends not paid in money. Payments made by certain foreign organisations. Section 404(k) payments made by an ESOP.

· · ·

150

sterling 147514

12 Castle Street St Helier Jersey JE2 3RT

IMPORTANT NOTICE

THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE (1) QUALIFIED INSTITUTIONAL BUYERS ("QIBS") AS DEFINED IN RULE 144A OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AS WELL AS QUALIFIED PURCHASERS ("QPS") AS DEFINED IN SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940 AS AMENDED (THE "INVESTMENT COMPANY ACT") OR (2) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT WHO ARE NOT U.S. PERSONS. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the prospectus following this page (the "Document"). You are advised to read this disclaimer carefully before accessing, reading or making any other use of the Document. In accessing the Document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY SECURITIES TO BE ISSUED HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE COMPANY HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT. YOU ARE NOT AUTHORISED TO, AND YOU MAY NOT, FORWARD OR DELIVER THE DOCUMENT, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE THE DOCUMENT IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. CONFIRMATION OF YOUR REPRESENTATION: In order to be able to view the Document or make an investment decision with respect to the securities, investors must be (1) both QIBs and QPs or (2) outside the United States and non U.S. persons. The Document is being sent at your request and by accepting the e-mail and accessing the Document, you shall be deemed to have represented to Vallares PLC (the "Company") and Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd. and Evolution Securities Ltd (each a "Placing Agent" and together, the Placing Agents") that (i) you have understood and agree to the terms set out herein, (ii) you and any customers you represent are (a) both QIBs and QPs or (b) outside the United States and are non U.S. persons as defined in Regulation S under the Securities Act and that the e-mail address to which the Document has been delivered is not located in the United States of America, its territories, its possessions and other areas subject to its jurisdiction; and its possessions include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands, (iii) you consent to delivery of the Document and any amendments or supplements thereto by electronic transmission and (iv) you will not transmit the Document (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person. You are reminded that the Document has been delivered to you on the basis that you are a person into whose possession the Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Document, electronically or otherwise, to any other person and in particular to any U.S. address or any U.S. person. If you receive the Document by e-mail, you should not reply by e-mail to this email. Any reply e mail communications, including those you generate by using the "Reply" function on your e-mail software, will be ignored or rejected. If you receive this Document by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction by the Company or any Placing Agent that would, or is intended to, permit a public offering of the securities, or possession or distribution of a Prospectus (in preliminary, proof or final form) or any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any Placing Agent or any affiliate of a Placing Agent is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Placing Agent or such affiliate on behalf of the Company in such jurisdiction. The Document has been sent to you in an electronic format. You are reminded that documents transmitted in an electronic format may be altered or changed during the process of electronic transmission and consequently none of the Company, any Placing Agent and their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the Company, any Placing Agent or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the Document distributed to you in electronic format and the hard-copy version.

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155 pages

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