SCHEDULE 4TAKEOVERS OF RELEVANT UNLISTED COMPANIES

PART IIAccompanying Material

16.

An indication by the directors of the company, acting as a board, of the following matters—

(a)

whether or not there has been any material change in the financial position or prospects of the company since the end of the latest accounting reference period in respect of which audited accounts have been delivered to the relevant registrar of companies under the relevant legislation;

(b)

if there has been any such change, the particulars of it;

(c)

any interests, in percentage terms, which any of them have in the shares in or debentures of the company and which are required to be entered in the register kept by the company under section 325 of the 1985 Act or article 333 of the 1986 Order;

(d)

any interests, in percentage terms, which any of them have in the shares in or debentures of any offeror which is a body corporate and which, if the director were a director of the offeror, would—

(i)

in the case of a company within the meaning of the 1985 Act or the 1986 Order, be required to be entered in the register kept by the offeror under section 325 of the 1985 Act or article 333 of the 1986 Order; and

(ii)

in any other case, be required to be so entered if the offeror were such a company.