KPMG - IERE

Part XIV
Terms and Conditions of Application under the Public Offer
Introduction
If you apply for Shares under the Public Offer, you will be agreeing with the Company, the Existing
Shareholders and Capita Registrars (the ‘‘Receiving Agent’’) (for itself and as agent for the Company
and the Existing Shareholders) as follows:
Public Offer to acquire Shares
1. Applications must be made on the Application Form attached at the end of this Prospectus (the
‘‘Prospectus’’) or otherwise published by the Company. By completing and delivering an
Application Form, you, as the applicant, and, if you sign the Application Form on behalf of
another person or a corporation, that person or corporation:
1.1 offer to subscribe for or acquire for such number Shares at 200p per Share as may be
subscribed or purchased by the amount specified in Box 1 on your Application Form (calculated
after the deduction of any commission payable to your Independent Financial Advisor (‘‘IFA’’))
on the terms, and subject to the conditions, set out in the Prospectus, including these Terms and
Conditions of Application and the articles of association of the Company;
1.2 agree that, in consideration of the Company and the Existing Shareholders agreeing that they
will not, prior to the date of Admission, offer for subscription or sale any Shares to any person
other than by means of the procedures referred to in the Prospectus, your application may not
be revoked and that this paragraph shall constitute a collateral contract between you and the
Company and the Existing Shareholders which will become binding upon despatch by post to,
or, in the case of delivery by hand, on receipt by, the Receiving Agent of your Application
Form;
1.3 undertake to pay the amount specified in Box 1 on your Application Form in full on
application and warrant that the remittance or cheque accompanying your Application Form
will be honoured on first presentation (all cheques and bankers’ drafts being liable to be
presented for payment on receipt by the Receiving Agent) and agree that if such remittance or
cheque is not so honoured you will not be entitled to receive a share certificate for the Shares
applied for in certificated form or be entitled to commence dealing in Depository Interests in
respect of Shares applied for in uncertificated form or to enjoy or receive any rights in respect
of such Shares unless and until you make payment in cleared funds for such Shares and such
payment is accepted by the Receiving Agent (which acceptance shall be in its absolute discretion
and on the basis that you indemnify the Receiving Agent, the Company and the Existing
Shareholders against all costs, damages, losses, expenses and liabilities arising out of, or in
connection with, the failure of your remittance to be honoured on first presentation) and the
Company and the Existing Shareholders may (without prejudice to any other rights they may
have) avoid the agreement to allot or sell the Shares and may allot or sell them to some other
person, in which case you will not be entitled to any refund or payment in respect thereof
(other than the refund by interbank credit transfer to the bank account from which they were
first received at your risk of any proceeds of the remittance which accompanied your
Application Form, without interest);
1.4 agree that, where on your Application Form a request is made for Shares, through Depositary
Interests, to be deposited into a CREST account, the Receiving Agent may in its absolute
discretion amend the form so that such Shares may be issued or sold in certificated form
registered in the name(s) of the holder(s) specified in your Application Form (and recognise that
the Receiving Agent will so amend the form if there is any delay in satisfying the identity of the
applicant or the owner of the CREST account or in receiving your remittance in cleared funds);
1.5 agree, in respect of applications for Shares in certificated form (or where the Receiving Agent
exercises its discretion pursuant to paragraph 1.4 to issue Shares in certificated form), that any
share certificate to which you or, in the case of joint applicants, any of the persons specified by
you in your Application Form may become entitled pursuant to paragraph 1.4 above (and any
monies returnable to you) may be retained by the Receiving Agent:
1.5.1 pending clearance of your remittance,
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