TIDMSLE 
 
RNS Number : 4863X 
San Leon Energy PLC 
07 December 2010 
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT 
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN 
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR 
ANY OTHER STATE OR JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. 
 
 
San Leon Energy plc 
("San Leon Energy" or the "Company") 
 
 
GBP59.6 million Conditional Share Placing 
 
and 
 
Notice of Extraordinary General Meeting 
 
                                                                 7 December 2010 
 
San Leon Energy, the AIM-traded oil and gas exploration and development company 
focusing on projects in Poland, Morocco, Albania and the Atlantic Margin, is 
pleased to announce that it has agreed the terms of a conditional placing of 
331,313,333 new Ordinary Shares in the issued share capital of the Company (the 
"Placing Shares") at 18 pence per Placing Share (the "Placing Price"), to 
placees on and subject to the terms and conditions of this announcement 
(including the Appendix), raising gross proceeds of approximately GBP59.6 
million (the "Placing"). 
 
The Placing Shares represent approximately 75.9 per cent. of the issued share 
capital of the Company as at the date of this announcement and approximately 
43.1 per cent. of the issued share capital of the Company as it is expected to 
be immediately following completion of the Placing. 
 
The Placing Shares will be issued credited as fully paid and will rank pari 
passu with the existing Ordinary Shares, including the right to receive all 
dividends and other distributions declared, made or paid on or in respect of 
such shares after the date of issue of the Placing Shares. 
 
Macquarie Capital (Europe) Limited ("Macquarie Capital") is acting as sole 
bookrunner and co-lead manager. Fox-Davies Capital Limited ("FoxDavies") is 
acting as co-lead manager. 
 
FURTHER DETAILS OF THE PLACING 
 
Under the terms of a placing agreement (the "Placing Agreement"), signed on 7 
December 2010 between the Company, Macquarie Capital, FoxDavies and each of the 
directors of the Company, the Company will: (i) pay to Macquarie Capital and 
FoxDavies commissions conditional upon admission of the Placing Shares to 
trading on AIM becoming effective ("Admission"); and (ii) give customary 
warranties, undertakings and indemnities to each of Macquarie Capital and 
FoxDavies, in each case in respect of the services provided by Macquarie Capital 
and FoxDavies in connection with the Placing.  The Placing Agreement may be 
terminated at any time prior to Admission in certain circumstances, including 
amongst other matters, circumstances where any warranties are found to be 
untrue, inaccurate or misleading.  Further details of the Placing Agreement can 
be found in the Appendix (which forms part of this announcement). 
 
The Placing will be conditional upon, amongst other things: (i) the passing by 
the shareholders of the Company, without amendment, of certain resolutions at an 
extraordinary general meeting ("EGM") to be convened by the Company at 11.00 
a.m. on 30 December 2010; (ii) the Placing Agreement having become unconditional 
(save for Admission) and not having been terminated in accordance with its terms 
prior to Admission; and (iii) Admission becoming effective.  A circular, 
containing a notice of EGM, will be despatched today to shareholders of the 
Company outlining the terms of the Placing and seeking the necessary shareholder 
approvals. 
 
Application will be made for Admission and, subject to the necessary shareholder 
approvals being obtained at the EGM, it is expected that Admission will become 
effective at 8.00 a.m. on 31 December 2010. 
 
Your attention is drawn to the detailed terms and conditions of the Placing 
described in the Appendix.  Persons by whom or on whose behalf a commitment to 
acquire Placing Shares has been given will be deemed to have read and understood 
this announcement, including the Appendix, in its entirety and to be making such 
offer on the terms and conditions, and to be providing the representations, 
warranties, acknowledgements, and undertakings contained in the Appendix. 
 
Background to the Placing 
 
Further to the Company's regular market and operational updates, the Company 
has, with the support of its Director of Exploration (John Buggenhagen) and his 
team of geoscientists, acquired over the past two years what the Board believes 
to be attractive acreage positions in a number of different plays.  As a result, 
the Company is now turning its focus to driving value by commercialising and 
developing its current portfolio. 
 
In accordance with the Company reaching the next stage in its strategy, the 
Board has identified a fourteen to seventeen well programme targeting both 
unconventional and conventional leads and prospects in Poland and Morocco. 
Three of these wells, which are targeting the Baltic Basin shale horizons in 
Poland, are already funded by Talisman Energy as part of the Company's 
previously announced farm-out transaction.  Under this farm-out, Talisman Energy 
has the option to increase its interest in the Gdansk W, Braniewo S and Szczawno 
licences by drilling a further three wells in the Baltic Basin. 
 
The Placing will fund the work programme targeting high impact shale gas and 
conventional plays in Poland and Morocco as well as a programme of low cost, 
early production Polish oil prospects that have the potential to provide cash 
flow for future exploration and appraisal programmes.  The Placing will also 
provide capital to de-risk early stage assets through seismic to prepare them 
for drilling and/or partial or full divestment.  Further details of how the 
Company intends to use the net proceeds of the Placing are set out below. 
 
Use of Proceeds 
 
The net proceeds of the Placing will be used to fund an extensive seismic and 
drilling programme over the next eighteen months as well as the repayment of the 
Company's convertible debt and general corporate overheads. 
 
In particular, the net proceeds of the Placing will be applied to the following 
projects which are planned to take place in 2011 and the first half of 2012: 
 
Poland 
(i)         Funding of the Company's share of the seismic programme with 
Talisman Energy over the Baltic Basin acreage in preparation for a three to six 
shale gas well programme. 
(ii)        Drilling six lower-risk exploration wells in the Permian basin and 
Nida Trough targeting short-term oil production (under the Nida, Szczecinek and 
Nowa Sol licences). 
(iii)       Drilling three exploration wells to prove shale gas presence and 
prospectivity in the carboniferous horizon (under the Wschowa and Gora 
licences). 
 
Morocco 
(i)      Drilling two exploration wells in on-shore Morocco targeting 
conventional oil and gas plays (under the Zag and Tarfaya licences). 
(ii)      Testing and proving concept of the in-situ oil shale project in 
Morocco (under the Tarfaya oil shale agreement). 
 
Early stage, low spend assets/other 
 
(i)         Acquiring, processing and interpreting 3-D seismic over off-shore 
Albania in preparation for a potential farm-out process (under the Durresi 
production sharing contract). 
(ii)      Repaying the Company's convertible debt of GBP2.5 million. 
 
Further details of all of the projects, programmes, agreements and licences 
described in this announcement can be found on the Company's website 
(www.sanleonenergy.com) and in its regular market and operational updates. 
Information contained on or accessible from the Company's website is not, and 
does not form, a part of this announcement. 
 
Oisín Fanning, Executive Chairman of San Leon Energy, commented: 
 
"We are delighted with the high demand for this placing which shows strong 
support from both existing shareholders and new institutional investors in 
Europe and North America. 
 
Over the last two years the Company has built a highly attractive portfolio of 
assets across a number of exciting hydrocarbon regions. Our focus now turns to 
commercialising and developing these assets. 
 
The funds raised will support this stage of our growth strategy as we fast-track 
the drilling of up to 17 wells in the next 18 months in Poland and Morocco. 
This will be the busiest and most significant growth stage for the Company to 
date; one that will provide meaningful and high impact news flow over the next 
18 months." 
 
 
ENQUIRIES 
+-----------------+------------------------------+-----------------+ 
| San Leon Energy | Oisin Fanning, Executive     |  +353 1291 6292 | 
| plc             | Chairman                     |                 | 
+-----------------+------------------------------+-----------------+ 
|                 | John Buggenhagen, Director   |                 | 
|                 | of Exploration               |                 | 
+-----------------+------------------------------+-----------------+ 
|                 |                              |                 | 
+-----------------+------------------------------+-----------------+ 
| Macquarie       | Sole Bookrunner and Co-Lead  |    +44 (0) 3037 | 
| Capital         | Manager                      |            2000 | 
| (Europe)        |                              |                 | 
| Limited         |                              |                 | 
+-----------------+------------------------------+-----------------+ 
|                 | John Dwyer                   |                 | 
+-----------------+------------------------------+-----------------+ 
|                 | Paul Connolly                |                 | 
+-----------------+------------------------------+-----------------+ 
|                 | Ben Colegrave                |                 | 
+-----------------+------------------------------+-----------------+ 
|                 |                              |                 | 
+-----------------+------------------------------+-----------------+ 
| Fox-Davies      | Co-Lead Manager              | +44 (0) 207 936 | 
| Capital Limited |                              |            5230 | 
+-----------------+------------------------------+-----------------+ 
|                 | Phil Davies                  |                 | 
+-----------------+------------------------------+-----------------+ 
|                 | David Porter                 |                 | 
+-----------------+------------------------------+-----------------+ 
|                 |                              |                 | 
+-----------------+------------------------------+-----------------+ 
| Arbuthnot       | Nominated Adviser            | +44 (0) 20 3463 | 
| Securities      |                              |            5010 | 
| Limited         |                              |                 | 
+-----------------+------------------------------+-----------------+ 
|                 | Nick Tulloch                 |                 | 
+-----------------+------------------------------+-----------------+ 
|                 | Ben Wells                    |                 | 
+-----------------+------------------------------+-----------------+ 
|                 |                              |                 | 
+-----------------+------------------------------+-----------------+ 
| College Hill    | Investment Relations Adviser | +44 (0) 20 7457 | 
|                 |                              |            2020 | 
+-----------------+------------------------------+-----------------+ 
|                 | Nick Elwes                   |                 | 
+-----------------+------------------------------+-----------------+ 
 
 
DISCLAIMER 
 
Arbuthnot Securities Limited ("Arbuthnot"), which is authorised and regulated in 
the United Kingdom by the FSA, is the Company's nominated adviser.  Arbuthnot's 
responsibilities as the Company's nominated adviser under the AIM Rules are owed 
solely to the London Stock Exchange and are not owed to the Company or to any 
Director or to any other person.  Arbuthnot is acting exclusively for the 
Company and no one else in connection with the Placing and Admission and will 
not regard any other person (whether or not a recipient of this announcement) as 
a client in relation to the Placing or Admission and will not be responsible to 
anyone other than the Company for providing the protections afforded to clients 
of Arbuthnot or for providing advice in relation to the Placing, Admission or 
any matters referred to in this announcement. 
 
Macquarie Capital (Europe) Limited, which is authorised and regulated in the 
United Kingdom by the FSA, is acting exclusively for the Company and no one else 
in connection with the Placing and will not regard any other person (whether or 
not a recipient of this announcement) as a client in relation to the Placing and 
will not be responsible to anyone other than the Company for providing the 
protections afforded to clients of Macquarie Capital or for providing advice in 
relation to the Placing or any matters referred to in this announcement. 
 
Fox-Davies Capital Limited, which is authorised and regulated in the United 
Kingdom by the FSA, is acting exclusively for the Company and no one else in 
connection with the Placing and will not regard any other person (whether or not 
a recipient of this announcement) as a client in relation to the Placing and 
will not be responsible to anyone other than the Company for providing the 
protections afforded to clients of FoxDavies or for providing advice in relation 
to the Placing or any matters referred to in this announcement. 
 
No representation or warranty, express or implied, is or will be made as to, or 
in relation to, and no responsibility or liability is or will be accepted by, 
Arbuthnot, Macquarie Capital or FoxDavies or by any of their respective 
affiliates or agents as to, or in relation to, the accuracy or completeness of 
this announcement or any other written or oral information made available to or 
publicly available to any interested party or its advisers, and any liability 
therefore is expressly disclaimed. 
 
This announcement has been issued by the Company and is the sole responsibility 
of the Company. 
 
The Placing Shares have not been and will not be registered under the US 
Securities Act of 1933 (the "Securities Act") or under any securities laws of 
any state or other jurisdiction of the United States and may not be offered, 
sold, resold, transferred or delivered, directly or indirectly, within the 
United States except pursuant to an applicable exemption from, or in a 
transaction not subject to, the registration requirements of the Securities Act 
and in compliance with the securities laws of any state or other jurisdiction 
the United States.  There will be no public offer of the Placing Shares in the 
United States.  The Placing Shares are being offered and sold: (i) outside the 
United States in offshore transactions as such terms are defined in, and in 
reliance on, Regulation S under the US Securities Act; and (ii) inside the 
United States only to "qualified institutional buyers" as defined in Rule 144A 
under the Securities Act who have delivered a duly executed investor letter, 
pursuant to an exemption from registration under the Securities Act.  In 
addition, until forty days after the commencement of the Placing, an offer, sale 
or transfer of Placing Shares within the United States by any dealer (whether or 
not participating in the offering) may violate the registration requirements of 
the Securities Act. 
 
The Placing Shares have not been approved or disapproved by the US Securities 
and Exchange Commission (the "SEC"), any state securities commission in the 
United States or any US regulatory authority, nor have any of the foregoing 
authorities passed upon or endorsed the merits of the offering of the Placing 
Shares or the accuracy or adequacy of this announcement. Any representation to 
the contrary is a criminal offence in the United States. 
 
This announcement is for information purposes only and does not constitute a 
prospectus relating to the Company and has not been approved by the UK Listing 
Authority, nor does it constitute or form any part of any offer or invitation to 
purchase, sell or subscribe for, or any solicitation of any such offer to 
purchase, sell or subscribe for, any securities in the Company under any 
circumstances, and in any jurisdiction, in which such offer or solicitation is 
unlawful. Accordingly, copies of this announcement are not being and must not 
be, directly or indirectly, mailed, transmitted or otherwise forwarded, 
distributed or sent, in whole or in part, in or into the United States and 
persons receiving this announcement (including brokers, custodians, trustees and 
other nominees) must not, directly or indirectly, mail, transmit or otherwise 
forward, distribute or send this announcement in or into the United States. 
 
The Placing Shares have not been and will not be registered or qualified for 
distribution to the public under the securities legislation of any province or 
territory of Australia, Canada, Japan or South Africa or in any country, 
territory or jurisdiction where to do so may contravene local securities laws or 
regulations. Accordingly, the Placing Shares may not, subject to certain 
exemptions, be offered or sold directly or indirectly in or into, or to any 
national, citizen or resident of Australia, Canada, Japan or South Africa. The 
distribution of this announcement in or into other jurisdictions may be 
restricted by law and therefore persons into whose possession this announcement 
comes should inform themselves about and observe any such restrictions. Any 
failure to comply with these restrictions may constitute a violation of the 
securities laws of any such jurisdictions. 
 
This announcement contains (or may contain) certain forward-looking statements 
with respect to the Company and certain of its current plans, goals and 
expectations relating to its future financial condition and performance and 
which involve a number of risks and uncertainties.  The Company cautions readers 
that no forward-looking statements are a guarantee of future performance and 
that actual results could differ materially from those contained in such 
forward-looking statements. 
 
Forward-looking statements sometimes use words such as "aim", "anticipate", 
"target", "expect", "estimate", "intend", "plan", "goal", "believe" or other 
words of similar meaning.  Examples of forward-looking statements include 
statements regarding or which make assumptions in respect of the working capital 
which will be needed by the Group to fund its operations over the next twelve 
months. 
 
By their nature, forward-looking statements involve risk and uncertainty because 
they relate to future events and circumstances, including, but not limited to, 
economic and business conditions, the effects of continued volatility in credit 
markets, market-related risks such as changes in the price of oil or changes in 
interest rates and foreign exchange rates, the policies and actions of 
governmental and regulatory authorities, changes in legislation, the further 
development of standards and interpretations under International Financial 
Reporting Standards ("IFRS") applicable to past, current and future periods, 
evolving practices as regards the interpretation and application of standards 
under IFRS, the outcome of pending and future litigation or regulatory 
investigations, the success of future exploration, acquisitions and other 
strategic transactions and the impact of competition.  A number of these factors 
are beyond the Company's control.  As a result, the Company's actual future 
results may differ materially from the plans, goals and expectations set forth 
in the Company's forward-looking statements. 
 
Any forward-looking statements made in this announcement by or on behalf of the 
Company speak only as at the date they are made.  Except as required by the FSA, 
the London Stock Exchange or applicable law, the Company expressly disclaims any 
obligation or undertaking to release publicly any updates or revisions to any 
forward-looking statements contained in this announcement to reflect any changes 
in the Company's expectations with regard thereto or any changes in events, 
conditions or circumstances upon which any such statement is based. 
 
The price of shares and the income from them may go down as well as up and 
investors may not get back the full amount invested on disposal of the shares. 
 
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS 
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) 
PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL 
SERVICES AND MARKETS ACT 2000, AS AMENDED, BEING PERSONS FALLING WITHIN THE 
MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 
2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) 
(THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS 
WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO 
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS 
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS 
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, 
UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; OR (III) ARE PERSONS TO WHOM 
IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING 
REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR 
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS 
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT 
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO 
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS 
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF 
ANY SECURITITES IN THE COMPANY. 
 
Persons by whom or on whose behalf a commitment to acquire Placing Shares has 
been given will be deemed to have read and understood this announcement, 
including the Appendix, in its entirety and to be making such offer on the terms 
and conditions, and to be providing the representations, warranties, 
acknowledgements, and undertakings contained in the Appendix. 
 
 
                                    APPENDIX 
                      TERMS AND CONDITIONS OF THE PLACING 
 
                            For Invited Placees Only 
 
                              Important Information 
 
 
1.          Eligible participants 
 
This Appendix, including the terms and conditions of the Placing set out herein, 
is directed only at persons who are FSMA Qualified Investors. 
 
In this Appendix: 
 
(a)       "you" or "Placee" means any person who is, or becomes, committed to 
subscribe for Placing Shares under the Placing pursuant to a legally binding 
commitment given to Macquarie Capital or FoxDavies, as the case may be, acting 
as agents for the Company; and 
(b)      terms defined elsewhere in this announcement (in particular in the 
Definitions at the end of this announcement) have the same meanings, unless the 
context requires otherwise. 
 
Members of the public are not eligible to take part in the Placing. 
 
2.          Overseas jurisdictions 
 
The distribution of this announcement and the Placing and/or the issue of 
Placing Shares pursuant to the Placing in certain jurisdictions may be 
restricted by law.  FSMA Qualified Investors who seek to participate in the 
Placing must inform themselves about and observe any such restrictions.  In 
particular, this announcement and the information contained herein is not for 
publication or distribution, directly or indirectly, to persons in the United 
States, Canada, Australia, Japan or South Africa or in any jurisdiction in which 
such publication or distribution is or may  be unlawful.  Furthermore, this 
announcement does not constitute an offer or invitation (or a solicitation of 
any offer or invitation) to subscribe for or acquire, sell or purchase or 
otherwise deal in Placing Shares in the United States, Canada, Australia, Japan 
or South Africa or in any other jurisdiction in which any such offer, invitation 
or solicitation is or would be unlawful.  No public offer of securities of the 
Company is being made in the United Kingdom, United States or elsewhere. 
 
The Placing Shares have not been and will not be registered under the US 
Securities Act of 1933 (as amended) (the "Securities Act") or with any 
securities regulatory authority of any state or other jurisdiction of the United 
States, and accordingly may not be offered, sold or transferred within the 
United States except pursuant to an exemption from, or in a transaction not 
subject to, registration under the Securities Act.  The Placing is being made 
outside the United States only in "offshore transactions" (as defined in 
Regulation S under the Securities Act) meeting the requirements of Regulation S 
under the Securities Act and may be made to persons within the United States who 
are "qualified institutional buyers" within the meaning of Rule 144A under the 
Securities Act, pursuant to a transaction that is exempt from, or not subject 
to, the registration requirements of the Securities Act.  Persons receiving this 
announcement (including custodians, nominees and trustees) must not forward, 
distribute, mail or otherwise transmit it in or into the United States or use 
the United States mail, directly or indirectly, in connection with the Placing. 
 
3.          Placing 
 
3.1         Macquarie Capital and FoxDavies are arranging the Placing as agent 
for and on behalf of the Company.  Macquarie Capital, in consultation with the 
Company, will, determine the extent of each Placee's participation in the 
Placing, which will not necessarily be the same for each Placee.  The placing 
obligations of Macquarie Capital and FoxDavies in connection with the Placing 
are set out in the Placing Agreement (further details of which are described in 
paragraph 7 of this Appendix).  No commissions will be paid to or by Placees in 
respect of their agreement to subscribe for any Placing Shares. 
 
3.2         Each Placee will be required to pay to Macquarie Capital, on the 
Company's behalf, the Placing Price as the subscription sum for each Placing 
Share agreed to be subscribed by it under the Placing in accordance with the 
terms and conditions set out in or referred to in this Appendix.  Each Placee's 
obligation to subscribe and pay for Placing Shares under the Placing will be 
owed to each of the Company, Macquarie Capital and FoxDavies.  Each Placee will 
be deemed to have read and understood this announcement in its entirety.  To the 
fullest extent permitted by law and applicable FSA rules, neither Macquarie 
Capital nor any other Macquarie Person, nor FoxDavies nor any other FoxDavies 
Person, will have any liability to Placees or to any person other than the 
Company in respect of the Placing.  To the fullest extent permitted by law and 
applicable FSA rules, the Company will have no liability to Placees or to any 
person in respect of the Placing. 
 
3.3         Various dates referred to in this announcement are stated on the 
basis of the expected timetable for the Placing.  It is possible that some of 
these dates may be changed.  The expected date for Admission is currently 31 
December 2010 and, in any event, the latest date for Admission is 30 January 
2011 (the "Long-Stop Date"). 
 
4.          Participation and settlement 
 
4.1         Participation in the Placing is only available to persons who are 
invited to participate in it by Macquarie Capital or FoxDavies. 
 
4.2         A Placee's commitment to subscribe for a fixed number of Placing 
Shares at the Placing Price under the Placing will be agreed orally (or, if 
agreed previously, may be confirmed orally) with Macquarie Capital or FoxDavies. 
 Such agreement will constitute a legally binding and irrevocable commitment on 
your part to subscribe for that number of Placing Shares at the Placing Price on 
the terms and conditions set out or referred to in this Appendix and subject to 
the Company's constitution, such legally binding and irrevocable commitment is 
subject only to the Placing conditions set out in paragraph 8 of this Appendix. 
Following such legally binding and irrevocable commitment, a contract note (a 
"Contract Note") will be despatched to you by Macquarie Capital or FoxDavies, as 
the case may be, confirming: (i) the number of Placing Shares for which you have 
agreed to subscribe; (ii) the aggregate amount you will be required to pay for 
those Placing Shares; (iii) all relevant settlement information; and (iv) 
settlement instructions.  It is expected that Contract Notes will be despatched 
on 7 December 2010, that the "trade date" for settlement purposes will be 7 
December 2010 and that the "settlement date" will be 6 January 2011. 
 
4.3         At such point, each Placee will have an immediate, separate, 
irrevocable and legally binding obligation, owed to the Company and to Macquarie 
Capital or FoxDavies, as the case may be, to pay to Macquarie Capital or 
FoxDavies, as the case may be (or as either may direct), in cleared funds an 
amount equal to the product of the Placing Price and such number of Placing 
Shares that such Placee has agreed to acquire. 
 
4.4         A settlement instruction form will accompany each Contract Note and, 
upon receipt, should be completed and returned in accordance with the 
instructions on it by the time and date stated therein. 
 
4.5         Settlement of transactions in the Placing Shares will take place 
within the CREST system, subject to certain exceptions, on a "delivery versus 
payment" (or "DVP") basis.  Macquarie Capital and FoxDavies reserve the right to 
require settlement for and/or delivery to any Placee of any Placing Shares by 
such other means as it may deem appropriate if delivery or settlement is not 
possible or practicable within the CREST system within the timetable set out in 
this announcement or would not be consistent with the regulatory requirements in 
any Placee's jurisdiction. 
 
4.6         If your Placing Shares are to be delivered to a custodian or 
settlement agent, you should ensure that the Contract Note is copied and 
delivered immediately to the appropriate person within that organisation. 
 
5.          No Prospectus 
 
No prospectus has been or will be submitted for approval by the FSA in relation 
to the Placing or the Placing Shares.  Placees' commitments in respect of 
Placing Shares will be made solely on the basis of the information contained in 
this announcement and on the terms contained in it and subject to the further 
terms set out in the Contract Note to be despatched to you by Macquarie Capital 
or FoxDavies, as the case may be (details of which are set out in paragraph 4.2 
of this Appendix). 
 
6.          Placing Shares 
 
6.1         The Placing Shares will, when issued, be credited as fully paid and 
will rank in full for all dividends declared, made or paid after their issue and 
otherwise will rank pari passu in all respects with the existing issued Ordinary 
Shares. 
 
6.2         Application will be made for the admission of the Placing Shares to 
trading on AIM.  It is expected that Admission will take place, and dealings in 
the Placing Shares will commence, on 31 December 2010. 
 
7.          Placing Agreement 
 
Macquarie Capital and FoxDavies have today entered into the Placing Agreement 
with the Company and the Directors under which each of Macquarie Capital and 
FoxDavies has agreed, on a conditional basis, each to use all reasonable 
endeavours as agents of the Company to procure Placees.  The Placing is not 
being underwritten. 
 
8.          Placing conditions 
 
8.1         The Placing Agreement contains various conditions in respect of the 
Placing. 
 
8.2         The Placing is conditional, inter alia, on: (i) the passing, without 
amendment, of the EGM Resolutions; (ii) the Placing Agreement not being 
terminated in accordance with its terms; (iii) Admission becoming effective no 
later than 8.00 a.m. on 31 December 2010 or such other date as may be agreed 
between the Company and Macquarie Capital, not being later than the Long-Stop 
Date; and (iv) the Placing Agreement becoming unconditional in all other 
respects. 
 
8.3         Certain conditions may be waived, in whole or in part, and the time 
for satisfaction of such conditions may be extended by Macquarie Capital (acting 
in its absolute discretion and without any obligation to make any such waiver or 
extension) by express written notice to the Company. 
 
8.4         If any condition is not fulfilled or waived by Macquarie Capital by 
the relevant time, the Placing will lapse and your rights and obligations in 
respect of the Placing will cease and terminate at such time. The Placing 
Agreement may be terminated by Macquarie Capital at any time prior to Admission 
in certain circumstances including, inter alia, following a material breach of 
the Placing Agreement by the Company, or the occurrence of certain force majeure 
events.  The exercise of any right of termination pursuant to the Placing 
Agreement, any waiver of any condition in the Placing Agreement and any decision 
by Macquarie Capital whether or not to extend the time for satisfaction of any 
condition in the Placing Agreement or otherwise in respect of the Placing will 
be within the absolute discretion of Macquarie Capital.  Macquarie Capital will 
not have any liability to you in respect of any such termination, waiver or 
extension or any decision to exercise or not exercise any such right of 
termination, waiver or extension. 
 
9.          Payment default 
 
9.1         Your entitlement to receive Placing Shares will be conditional on 
Macquarie Capital's receipt of payment in full for such Placing Shares by the 
relevant time to be stated in the Contract Note referred to in paragraph 4.2 of 
this Appendix, or by such later time and date as Macquarie Capital may in its 
absolute discretion determine, and otherwise in accordance with the terms of 
that Contract Note.  Macquarie Capital may, in its absolute discretion, waive 
such condition, and will not be liable to you for any decision to waive or not 
to waive such condition. 
 
9.2         If you fail to make such payment by the required time for any 
Placing Shares: (i) the Company may release itself, and (if at its absolute 
discretion it decides to do so) will be released from, all obligations it may 
have to allot and/or issue any such Placing Shares to you or at your direction 
which are then unallotted and/or unissued; (ii) the Company may exercise all 
rights of lien, forfeiture and set-off over and in respect of any such Placing 
Shares to the full extent permitted under its constitution or otherwise by law 
and to the extent that you then have any interest in or rights in respect of any 
such shares; (iii) the Company or, as applicable, Macquarie Capital may sell 
(and each of them is irrevocably authorised by you to do so) all or any such 
Placing Shares on your behalf and then retain from the proceeds of such sale, 
for the account and benefit of the Company or, where applicable, Macquarie 
Capital: (a) any amount up to the total amount due to it as, or in respect of, 
subscription monies, or as interest on such monies, for any Placing Shares; (b) 
any amount required to cover any stamp duty or stamp duty reserve tax arising on 
the sale; and (c) any amount required to cover dealing costs and/or commissions 
necessarily or reasonably incurred by it in respect of such sale; and (iv) you 
will remain liable to the Company and to Macquarie Capital and FoxDavies for the 
full amount of any losses and of any costs which any of them may suffer or incur 
as a result of: (a) not receiving payment in full for such Placing Shares by the 
required time; and/or (b) the sale of any such Placing Shares to any other 
person at whatever price and on whatever terms are actually obtained for such 
sale by or for it.  Interest may be charged in respect of payments not received 
by Macquarie Capital for value by the required time referred to above at the 
rate of two percentage points above the base rate of Barclays Bank plc. 
 
10.         Placees' representations, warranties and undertakings to the 
Company, Macquarie Capital and FoxDavies 
 
By agreeing with Macquarie Capital or FoxDavies, as the case may be, to 
subscribe for Placing Shares under the Placing you irrevocably acknowledge, 
represent, confirm, warrant and undertake to, and agree with, each of the 
Company, Macquarie Capital and FoxDavies, in each case as a fundamental term of 
your application for Placing Shares and of the Company's obligation to allot 
and/or issue any Placing Shares to you or at your direction, that: 
 
(a)       you agree to and accept all of the terms and conditions set out in 
this announcement (including, but not limited to, this Appendix); 
(b)      no prospectus, admission document or other offering document has been 
or will be prepared in connection with the Placing and you have not received a 
prospectus, admission document or other offering document in connection with the 
Placing and/or the Placing Shares; 
(c)       the Ordinary Shares are admitted to trading on AIM, and the Company is 
therefore required to publish certain business and financial information in 
accordance with the AIM Rules, which includes a description of the nature of the 
Company's business and the Company's most recent AIM admission document and 
financial statements and you are able to obtain or access such information 
without undue difficulty, and are able to obtain access to the Company's 
published financial statements or comparable information concerning any other 
publicly traded company without undue difficulty; 
(d)      your rights and obligations in respect of the Placing will terminate 
only in the circumstances referred to in this announcement and will not be 
subject to rescission or termination by you in any circumstances; 
(e)      this announcement, which has been issued by the Company, is the sole 
responsibility of the Company and neither Macquarie Capital or FoxDavies, nor 
any of their affiliates nor any person acting on their behalf or any of their 
affiliates have, or shall have, any liability for any information, 
representation or statement contained in this announcement or any information 
previously published by or on behalf of the Company in connection with the 
Placing; 
(f)       you have not been, and will not be, given any warranty or 
representation in relation to the Placing Shares or to the Company or to any 
other member of its Group in connection with the Placing; 
(g)      you have not relied on any representation or warranty in reaching your 
decision to subscribe for Placing Shares under the Placing; 
(h)      you are not a client of Macquarie Capital or FoxDavies in relation to 
the Placing and neither Macquarie Capital or FoxDavies is acting for you in 
connection with the Placing and neither Macquarie Capital or FoxDavies will be 
responsible to you in respect of the Placing for providing protections afforded 
to their clients; 
(i)        you have not been, and will not be, given any warranty or 
representation by any Macquarie Person or any FoxDavies Person in relation to 
any Placing Shares, the Company or any other member of its Group and no 
Macquarie Person nor any FoxDavies Person will have any liability to you for any 
information contained in this announcement or which has been published by the 
Company or for any decision by you to participate in the Placing based on any 
such information or on any other information provided to you; 
(j)       in making your decision to acquire any Placing Shares, you: (i) have 
not relied on any investigation that Macquarie Capital or FoxDavies or any 
person acting on their behalf may have conducted with respect to the Placing 
Shares or the Company; (ii) have made your own investment decision regarding the 
Placing Shares based on your own knowledge (and information you may have or 
which is publicly available) with respect to the Placing Shares and the Company; 
(iii) have had access to such information as you deem necessary or appropriate 
in connection with your acquisition of any Placing Shares; and (iv) have 
sufficient knowledge and experience in financial and business matters and 
expertise in assessing credit, market and all other relevant risk and are 
capable of evaluating, and have evaluated, independently, the merits, risks and 
suitability of purchasing the Placing Shares; 
(k)       you understand that by your acquisition or holding of any Placing 
Shares you are assuming, and are capable of bearing, the risk of loss that may 
occur with respect to the Placing Shares, including the possibility that you may 
lose all or a substantial portion of your investment in any Placing Shares, and 
you will not look to the Company, any Macquarie Person or any FoxDavies Person 
for all or part of any such loss or losses you may suffer; 
(l)        you have neither received nor relied on any confidential 
price-sensitive information concerning the Company in accepting this invitation 
to participate in the Placing; 
(m)      you will pay the full subscription amount as and when required in 
respect of all Placing Shares allocated to you and will do all things necessary 
on your part to ensure that payment for such Placing Shares and their delivery 
to you or at your direction is completed in accordance with the standing CREST 
instructions (or, where applicable, standing certificated settlement 
instructions) that you have in place with Macquarie Capital or put in place with 
Macquarie Capital with its agreement; 
(n)      you are entitled to subscribe for Placing Shares under the laws of all 
relevant jurisdictions which apply to you and you have complied, and will fully 
comply, with all such laws (including where applicable, the Anti-Terrorism, 
Crime and Security Act 2001, the Proceeds of Crime Act 2002 and the Money 
Laundering Regulations 2007) and have obtained all governmental and other 
consents (if any) which may be required for the purpose of, or as a consequence 
of, such subscription, and you will provide promptly to Macquarie Capital and 
FoxDavies such evidence, if any, as to the identity or location or legal status 
of any person which Macquarie Capital and FoxDavies (or either or them) may 
request from you in connection with the Placing (for the purpose of its 
complying with any such laws or ascertaining the nationality of any person or 
the jurisdiction(s) to which any person is subject or otherwise) in the form and 
manner requested by Macquarie Capital or FoxDavies (as applicable) on the basis 
that any failure by you to do so may result in the number of Placing Shares that 
are to be allotted and/or issued to you or at your direction pursuant to the 
Placing being reduced to such number, or to nil, as Macquarie Capital and 
FoxDavies may decide at their sole discretion; 
(o)      you, and, if different, the beneficial owner of the Placing Shares, are 
not and at the time the Placing Shares are acquired, will not be residents of 
Australia, Canada, Japan, or South Africa or any other jurisdiction in which the 
Placing or any connected offer, invitation or solicitation is or would be 
unlawful; 
(p)      you have complied and will comply with all applicable provisions of 
FSMA with respect to anything done or to be done by you in relation to any 
Placing Shares in, from or otherwise involving the United Kingdom and you have 
not made or communicated or caused to be made or communicated, and you will not 
make or communicate or cause to be made or communicated, any "financial 
promotion" in relation to Placing Shares in contravention of section 21 of FSMA; 
(q)      you or your agent who manages investments on your behalf on a 
discretionary basis are a FSMA Qualified Investor; 
(r)       you are acting as principal only in respect of the Placing or, if you 
are acting for any other person: (i) you are duly authorised to do so; (ii) you 
are and will remain liable to the Company and/or Macquarie Capital and FoxDavies 
for the performance of all your obligations as a Placee in respect of the 
Placing (regardless of the fact that you are acting for another person); (iii) 
you are both an "authorised person" for the purposes of FSMA and a "qualified 
investor" as defined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the 
Prospectus Directive) acting as agent for such person; and (iv) such person is 
either: (a) a FSMA Qualified Investor; or (b) a"client" (as defined in section 
86(2) of FSMA) of yours that has engaged you to act as his agent on terms which 
enable you to make decisions concerning the Placing or any other offers of 
transferable securities on his behalf without reference to him; 
(s)       nothing has been done or will be done by you in relation to the 
Placing or to any Placing Shares that has resulted or will result in any person 
being required to publish a prospectus in relation to the Company or to any 
Ordinary Shares or Placing Shares in accordance with FSMA or the Prospectus 
Rules or in accordance with any other laws applicable in any part of the 
European Union or the European Economic Area; 
(t)       you are not, and are not acting in relation to the Placing as nominee 
or agent for, a person who is or may be liable to stamp duty or stamp duty 
reserve tax in respect of any agreement to acquire (or any acquisition of) 
shares or other securities (including, without limitation, under sections 67, 
70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and 
clearance services), and the allocation, allotment, issue and/or delivery to 
you, or any person specified by you for registration as holder, of Placing 
Shares will not give rise to a liability under any such section; (ii) the person 
whom you specify for registration as holder of Placing Shares will be you or 
your nominee or (as applicable) the person for whom you are acting or its 
nominee; (iii) you and any person for whom you are acting will acquire Placing 
Shares on the basis that they will be allotted to the CREST stock account of 
Macquarie Capital and that Macquarie Capital will then hold them as settlement 
agent and as nominee for you or such person until settlement in accordance with 
Macquarie Capital's settlement instructions; (iv) payment for Placing Shares 
will be made simultaneously on their receipt in your stock account on a 
"delivery versus payment" (or "DVP") basis; and (v) neither Macquarie Capital 
nor FoxDavies nor the Company will be responsible to you or anyone else for any 
liability to pay stamp duty or stamp duty reserve tax resulting from any breach 
of, or non-compliance, with this paragraph; 
(u)      you will not treat any Placing Shares in any manner that would 
contravene any legislation applicable in any territory or jurisdiction and no 
aspect of your participation in the Placing will contravene any legislation 
applicable in any territory or jurisdiction in any respect or cause the Company 
or Macquarie Capital or FoxDavies to contravene any such legislation in any 
respect; 
(v)       you understand and acknowledge that the Placing Shares have not been 
and will not be registered under the Securities Act or with any securities 
regulatory authority of any state or other jurisdiction of the United States and 
are being offered and sold to you in a transaction that is exempt from, or not 
subject to, the registration requirements of the Securities Act and not 
involving any public offering; 
(w)      you represent and warrant that, unless you duly execute and deliver to 
the Company and Macquarie Capital U.S.A. a US purchaser letter in the form 
provided to you by Macquarie Capital U.S.A. (the "US Purchaser Letter") in which 
you will make certain acknowledgements, representations, confirmations, 
warranties and undertakings (in addition to those contained in paragraph 11 of 
this Appendix), you: (i) are, or at the time the Placing Shares are acquired, 
you will be, the beneficial owner of such Placing Shares and are neither a 
person located in the United States nor acting on behalf of a person in the 
United States; (b) are, or at the time the Placing Shares are acquired, you will 
be, acquiring the Placing Shares in an "offshore transaction" (as defined in 
Regulation S under the Securities Act); and (c) will not offer or sell, directly 
or indirectly, any of the Placing Shares in the United States except in 
accordance with Regulation S or pursuant to an exemption from, or in a 
transaction not subject to, the registration requirements of the Securities Act; 
(x)       each of Macquarie Capital and FoxDavies are entitled, but shall be 
under no obligation to,satisfy its obligations to procure Placees by itself 
agreeing to become a Placee in respect of some or all of the Placing Shares or 
by nominating any other Macquarie Person or FoxDavies Person (as applicable) or 
any person associated with any Macquarie Person or FoxDavies Person (as 
applicable) to do so; 
(y)       time is of essence as regards your obligations under this Appendix; 
(z)       this Appendix and any contract (whether oral or written (and 
including, but not limited to the Contract Note referred to in paragraph 4.2 of 
this Appendix)) which may be entered into between you and Macquarie Capital or 
FoxDavies and/or the Company, and all non-contractual obligations arising 
between you and Macquarie Capital or FoxDavies and/or the Company, pursuant to 
or in connection with it or the Placing, will be governed by and construed in 
accordance with the laws of England, for which purpose you submit (for yourself 
and on behalf of any person on whose behalf you are acting) to the exclusive 
jurisdiction of the English courts as regards any claim, dispute, or matter 
arising out of or relating to this Appendix or such contract, except that each 
of the Company, Macquarie Capital and FoxDavies will have the right to bring 
enforcement proceedings in respect of any judgment obtained against you in the 
English courts or in the courts of any other relevant jurisdiction; 
(aa)     each right or remedy of the Company, Macquarie Capital or FoxDavies 
provided for in this Appendix is in addition to any other right or remedy which 
is available to such person and the exercise of any such right or remedy in 
whole or in part will not preclude the subsequent exercise of any such right or 
remedy; 
(bb)     any  document that is to be sent to you in connection with the Placing 
will be sent at your risk and may be sent to you at any address provided by you 
to Macquarie Capital or FoxDavies; 
(cc)     you shall indemnify and hold each of the Company, Macquarie Capital and 
FoxDavies harmless, on an after tax basis, from any and all costs, claims, 
liabilities and expenses (including legal fees and expenses) arising out of or 
in connection with any breach by you of the terms in this Appendix; 
(dd)     your commitment to acquire Placing Shares on the terms set out in this 
announcement and in the Contract Note will continue notwithstanding any 
amendment that may in future be made to the terms of the Placing and you will 
have no right to be consulted or require that your consent be obtained with 
respect to the Company's conduct of the Placing.  The foregoing 
acknowledgements, representations, warranties, undertakings and confirmations 
are given for the benefit of the Company as well as Macquarie Capital and 
FoxDavies; 
(ee)     nothing in this Appendix will exclude any liability of any person for 
fraud on its part, and all times and dates in this announcement are subject to 
amendment at the discretion of Macquarie Capital and FoxDavies, except that in 
no circumstances will the date scheduled for Admission be later than the 
Long-Stop Date; and 
(ff)      none of your rights or obligations in respect of the Placing is 
conditional on any other person agreeing to subscribe any Placing Shares under 
the Placing and no failure by any other Placee to meet any of its obligations in 
respect of the Placing will affect any of your obligations in respect of the 
Placing. 
 
11.         Placees' additional US representations, warranties and undertakings 
 
In addition to the foregoing, if you are located in the United States, by 
agreeing to subscribe for Placing Shares under the Placing, you must duly 
execute and deliver to the Company and Macquarie Capital U.S.A., a US Purchaser 
Letter in which you will irrevocably acknowledge, represent, confirm, warrant 
and undertake to, and agree with, each of the Company and Macquarie Capital 
U.S.A., in each case as a fundamental term of your application for Placing 
Shares and of the Company's obligation to allot and/or issue any Placing Shares 
to you or at your direction, that: 
 
(a)       you understand that no offering document or prospectus has been 
prepared; 
(b)      you acknowledge that: (i) you may not rely on any investigation that 
Macquarie Capital U.S.A., any of its affiliates or any person acting on its or 
their behalf may have conducted, and none of such persons has made any 
representation to you, express or implied, with respect to the Placing Shares or 
the Company; (ii) you have conducted your own investigation with respect to the 
Placing Shares and the Company; and (iii) you have had access to such financial 
and other information and have been afforded the opportunity to ask such 
questions of representatives of the Company, and receive answers thereto, as you 
deem necessary in connection with your decision to purchase the Placing Shares; 
(c)       you are a sophisticated investor having such knowledge and experience 
in financial and investment matters as to be capable of evaluating the merits 
and risk of an investment in the Placing Shares, and you are (or any account for 
which you are purchasing the Placing Shares is) a "qualified institutional 
buyer" as defined in Rule 144A under the Securities Act.  You have made an 
independent investigation and reached your own independent conclusions regarding 
the nature of the Placing Shares and the risks relating thereto, in general and 
in relation to your particular circumstances.  The decision to purchase the 
Placing Shares was based upon this independent appraisal and the advice of your 
own counsel and other advisers, to the extent you considered it appropriate to 
seek such advice; 
(d)      you are acquiring the Placing Shares for your own account (or for 
accounts as to which you exercise sole investment discretion and have authority 
to make, and do make, the statements contained herein and in the US Purchaser 
Letter) for investment purposes and not with a view to any distribution of the 
Placing Shares; 
(e)      you understand that: (i) the Placing Shares are not being, and will not 
be, registered under the Securities Act; (ii) the Placing Shares are being 
offered and sold to you in a transaction that is exempt from the registration 
requirements of the Securities Act; and (iii) the Placing Shares are "restricted 
securities" within the meaning of Rule 144(a)(3) under the Securities Act; 
(f)       you agree: 
(i)       that in the event that you wish to dispose of any of the Placing 
Shares, you will not do so except: 
(A)      in an offshore transaction meeting the requirements of Rule 904 of 
Regulation S under the Securities Act; or 
(B)      in accordance with Rule 144A under the Securities Act; or 
(C)      pursuant to an exemption from registration under the Securities Act 
provided by Rule 144 (if available); and in each case in accordance with all 
applicable securities laws of the states of the United States and other 
jurisdictions; 
(ii)       not to deposit the Placing Shares in an unrestricted depositary 
receipt facility for so long as the Placing Shares are "restricted securities" 
within the meaning of Rule 144(a)(3) under the Securities Act; and 
(iii)      to notify any transferee to whom you subsequently reoffer, resell, 
pledge or otherwise transfer the purchased securities of the foregoing 
restrictions on transfer; 
(g)      you are entitled to purchase the Placing Shares under the laws of all 
relevant jurisdictions which apply to you and agree that you will comply with 
applicable law with regard to any resale of any Placing Shares; 
(h)      you confirm that, to the extent you are purchasing the Placing Shares 
for the account of one or more other persons: (i) you have been duly authorized 
to sign the US Purchaser Letter and make the confirmations, acknowledgements and 
agreements set forth herein and in the US Purchaser Letter on their behalf; and 
(ii) the provisions of the US Purchaser Letter constitute legal, valid and 
binding obligations of you and any other person for whose account you are 
acting; and 
(i)        you acknowledge that the Company, Macquarie Capital U.S.A. and others 
will rely upon your confirmations, acknowledgments and agreements set forth 
herein and in the US Purchaser Letter, and you agree to notify the Company and 
Macquarie Capital U.S.A. promptly in writing if any of your representations or 
warranties herein or in the US Purchaser Letter ceases to be accurate and 
complete.  In this connection, you irrevocably authorize the Company and 
Macquarie Capital U.S.A. to produce the US Purchaser letter and any related 
documentation as may be required in any administrative or legal proceeding, 
official inquiry or in any other circumstances where this may be necessary or 
desirable with respect to the matters covered hereby. 
 
 
DEFINITIONS 
 
"Admission" means the admission of the Placing Shares to trading on AIM in 
accordance with the AIM Rules. 
 
"AIM" means AIM, a market operated by the London Stock Exchange. 
 
"AIM Rules"means the AIM Rules for Companies published by the London Stock 
Exchange (as amended or reissued from time to time). 
"Company" means San Leon Energy plc. 
 
"Contract Note" has the meaning given to it in paragraph 4.2 of this Appendix. 
 
"CREST"means the relevant system (as defined in the Regulations) in respect of 
which Euroclear is the Operator (as defined in the Regulations). 
"Directors" means the directors of the Company. 
 
"EGM" means the extraordinary general meeting of the Company at which the EGM 
Resolutions are to be considered, and if thought fit, passed. 
 
"EGM Resolutions"means the resolutions numbered 1, 2 and 3 to be considered, and 
if thought fit, passed at the EGM. 
 
"Euroclear" means Euroclear UK & Ireland Limited. 
"FoxDavies" means Fox-Davies Capital Limited. 
 
"FoxDavies Person"means any person being: (i) FoxDavies; (ii) an undertaking 
which is a subsidiary undertaking of FoxDavies; (iii) a parent undertaking of 
FoxDavies or a subsidiary undertaking of any such parent undertaking; or (iv) a 
director, officer, agent or employee of any such person. 
 
"FSA" means the Financial Services Authority. 
"FSMA" means the Financial Services and Markets Act 2000 (as amended) including 
any regulations made pursuant thereto. 
"FSMA Qualified Investor"means a person who is a "qualified investor" as 
referred to at section 86(7) of FSMA and at or to whom any private communication 
relating to the Company that is a "financial promotion" (as such term is used in 
relation to FSMA) may lawfully be issued, directed or otherwise communicated 
without the need for it to be approved, made or directed by an "authorised 
person" as referred to in FSMA. 
 
"Group" means the group of which the Company is the parent and its subsidiary 
undertakings are members. 
 
"London Stock Exchange"means London Stock Exchange plc. 
"Long-Stop Date"has the meaning given to it in paragraph 3.3 of this Appendix. 
"Macquarie Capital"means Macquarie Capital (Europe) Limited. 
 
"Macquarie Capital U.S.A." means Macquarie Capital (U.S.A.) Inc. 
"Macquarie Person"means any person being: (i) Macquarie Capital; (ii) an 
undertaking which is a subsidiary undertaking of Macquarie Capital; (iii) a 
parent undertaking of Macquarie Capital or a subsidiary undertaking of any such 
parent undertaking; or (iv) a director, officer, agent or employee of any such 
person. 
"Ordinary Shares"means the ordinary shares of EUR0.05 in the issued share capital 
of the Company. 
"Placees" has the meaning given to it in paragraph 1(a) of this Appendix. 
"Placing" means the proposed conditional placing of the Placing Shares to 
Placees pursuant to the Placing Agreement and on and subject to the terms and 
conditions set out or referred to in this announcement (including this 
Appendix). 
"Placing Agreement"means the conditional placing agreement relating to the 
Placing between the Company, the Directors, Macquarie Capital and FoxDavies to 
be dated the same date as this announcement and as further described in 
paragraph 7 of this Appendix. 
"Placing Price"means 18 pence per Placing Share. 
 
"Placing Shares"means 331,313,333 new Ordinary Shares to be made available to 
Placees for subscription under the Placing. 
 
"Prospectus Rules"means the Prospectus Rules of the UK Listing Authority made 
under Part VI of FSMA. 
 
"Regulations"means the Uncertificated Securities Regulations 2001 (SI 2001/3755) 
(as amended). 
"Securities Act"has the meaning given to it in paragraph 2 of this Appendix. 
"Shareholders" means holders of Ordinary Shares, from time to time. 
"United Kingdom"means the United Kingdom of Great Britain and Northern Ireland. 
 
"UK Listing Authority" means the FSA acting in its capacity as the competent 
authority in the United Kingdom under Part VI of FMSA. 
"United States"means the United States of America, its territories and 
possessions, any state of the United States and the District of Columbia. 
 
"US Purchaser Letter"has the meaning given to it in warranty (w) found in 
paragraph 10 of this Appendix. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 IOEUBSBRRVAURRA 
 

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