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					This Admission Document is important and requires your immediate attention. The whole of the text of this Admission Document should be read. If you
are in any doubt about the contents of this Admission Document or what action you should take you should consult a person authorised under the
Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities.
This Admission Document, which comprises an AIM Admission Document, is drawn up in compliance with the AIM Rules, although it does not constitute a
prospectus for the purposes of Section 84(2) of the Financial Services and Markets Act 2000 and as such has not been approved by the Financial Services Authority
as a prospectus pursuant to Section 85 of the Financial Services and Markets Act 2000. Attention is drawn to the risks associated with an investment in the
Shares, which are set out on in Part II of this Admission Document.
To the best of the knowledge and belief of the Directors and the Proposed Directors (who have taken all reasonable care to ensure that such is the case), the
information contained in this Admission Document is in accordance with the facts and there is no information the omission of which is likely to affect its import.
The Directors and the Proposed Directors, whose names are set out in Section Part I of this Admission Document, accept responsibility for the contents of this
Admission Document accordingly.
No person has been authorised to give any information or make any representations other than those contained in this Admission Document and, if given or made,
such information or representations must not be relied upon as having been so authorised. The delivery of this Admission Document shall not, under any
circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Admission Document or that the
information in this Admission Document is correct as of any time subsequent to the date of this Admission Document.
Application will be made for the Enlarged Issued Ordinary Share Capital immediately following the Acquisition and Placing to be admitted to trading on AIM, a
market operated by the London Stock Exchange plc. It is expected that Admission will become effective and that dealings in the Enlarged Issued Ordinary Share
Capital will commence on 19 July 2006.
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk than that associated with larger or more
established companies tends to be attached. AIM securities are not admitted to the Official List of the UK Listing Authority (the “Official List”). A
prospective investor should be aware of the risks in investing in such companies and should make the decision to invest only after careful consideration
and, if appropriate, consultation with his or her own independent financial adviser. Neither the London Stock Exchange plc nor the UK Listing Authority
has examined or approved the contents of this Admission Document. The rules of AIM are less demanding than those of the Official List. It is emphasised
that no application is being made for admission of these securities to the Official List or to any other recognised investment exchange. For a discussion
of risks and other factors that should be considered in connection with an investment in the Company, prospective investors should read the section
entitled “Risk Factors” set out in Part II of this Admission Document.



                                     BOW LANE CAPITAL PLC
                      (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 5755897)

                                                   Acquisition of Silverdell (UK) Limited
                                     Placing of 16,000,000 Shares at 75 pence per Share and
                                      Re-Admission to trading on AIM as “Silverdell plc”
                                                         Nominated Adviser and Broker
                                                           Collins Stewart Limited

Collins Stewart, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting as nominated adviser and broker to the
Company and is acting exclusively for the Company and no-one else in connection with the Acquisition, Placing and Admission. Collins Stewart will not regard
any other person as its customer or be responsible to any other person for providing the protection afforded to customers of Collins Stewart nor for providing advice
in relation to the transactions and arrangements detailed in this Admission Document. Collins Stewart is not making any representation or warranty, express or
implied, as to the contents of this Admission Document. Collins Stewart’s responsibilities as the Company’s nominated adviser and broker under the AIM Rules
are owed solely to the London Stock Exchange plc and are not owed to the Company or to any Director, Proposed Director or to any other person in respect of
such person’s decision to acquire shares in the Company in reliance on any part of this Admission Document.
In accordance with AIM Rules, Collins Stewart has confirmed to AIM that it has satisfied itself that the Directors and the Proposed Directors have received advice
and guidance as to the nature of their responsibilities and obligations to ensure compliance by the Company with the AIM Rules and that, in its opinion and to the
best of its knowledge and belief, all relevant requirements of the AIM Rules have been complied with. No liability whatsoever is accepted by Collins Stewart for
the accuracy of any information or opinions contained in this Admission Document or for the omissions of any material information, for which it is not responsible.
This Admission Document does not constitute an offer to sell or an invitation to subscribe for, or a solicitation of any offer to subscribe for or buy, any shares in
the Company to any person in any jurisdiction in which such offer or solicitation is unlawful. This Admission Document should not be distributed, published,
reproduced or otherwise made available in whole or in part or disclosed by recipients to any other person and, in particular, should not be distributed to persons
with addresses in Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland or in any other country outside the United Kingdom where
such distribution may lead to a breach of any law or regulatory requirements. No securities commission or similar authority in Canada has in any way passed on
the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the Acquisition, Placing and
Admission has been, or will be, lodged with, or registered by, The Australian Securities and Investments Commission, and no registration statement has been, or
will be, filed with the Japanese Ministry of Finance in relation to the New Ordinary Shares. Accordingly, subject to certain exceptions, the Shares may not, directly
or indirectly, be offered or sold within Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland or offered or sold to a resident of Canada,
Australia, Japan, the Republic of South Africa or the Republic of Ireland.
The distribution of this Admission Document and the Placing of the Placing Shares in or into certain jurisdictions may be restricted by law. No action has been
taken by the Company or by Collins Stewart that would permit a public offer of shares in the Company or possession or distribution of this Admission Document
where action for that purpose is required. Persons into whose possession this Admission 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 Existing Ordinary Shares are not and will not be and the New Ordinary Shares have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the “US Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United
States and may not be offered or sold within the United States or to, or for the account or benefit of, any US Person as that term is defined in Regulation
S under the US Securities Act and in this Admission Document. The Company has not been registered and will not register under the United States
Investment Company Act of 1940, as amended (the “US Investment Company Act”).
The Company may force a Shareholder to sell or may repurchase any Shares sold in contravention of any of the prohibitions contained in this Admission
Document. In addition, the Company may force a Shareholder to sell or may repurchase the Shares of any investor at any time if, at the Directors’
discretion, they believe such sale or repurchase would be appropriate to protect the Company from a requirement to register as an Investment Company
under the US Investment Company Act, from adverse tax consequences or from other adverse legal or regulatory consequences. The Company also may
refuse to register a transfer of Shares on the foregoing grounds. The Company also may require information from any investor.
The Placing is conditional, amongst other things, on Admission taking place on or before 31 July 2006 (or a later date as the Company and Collins Stewart may
agree). The New Ordinary Shares will rank in full for dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company
and will rank pari passu in all respects with the Existing Ordinary Shares.
Copies of this Admission Document which is dated 23 July 2006 will be available free of charge to the public during normal business hours on any weekday
(except Saturdays, Sundays and public holidays) from the registered office of the Company and from the offices of Collins Stewart, 9th Floor, 88 Wood Street,
London EC2V 7QR from the date of Admission for not less than one month.
                                                NOTICE
The attention of potential investors is drawn to the Risk Factors set out in Part II of this Admission
Document.

1     Investment in the Company will involve certain risks and special considerations. Investors
      should be able and willing to withstand the loss of their entire investment.

2     The price of the Shares can go down as well as up.

3     Investment in the Company is suitable only for institutional investors (which includes
      authorised or exempt persons under the Financial Services and Markets Act 2000 and other
      persons who fall within the exemptions contained in Articles 19 and 49 of the Financial Services
      and Markets Act 2000 (Financial Promotion) Order 2005).

4     The Shares are only suitable for investors who understand, or who have been advised of, the
      potential risk of capital loss from an investment in the Shares and that there may be limited
      liquidity in the Shares and the underlying investments of the Company and for whom an
      investment in the Shares is part of a diversified investment portfolio and who fully understand
      and are willing to assume the risks involved with an individual investment in such a portfolio.

General
No broker, dealer or other person has been authorised by the Company, its Directors, Proposed Directors or
Collins Stewart to issue any advertisement or to give any information or to make any representation in
connection with the offering or sale of the New Ordinary Shares other than those contained in this Admission
Document and, if issued, given or made, that advertisement, information or representation must not be relied
upon as having been authorised by the Company, its Directors, Proposed Directors or Collins Stewart.

Prospective investors should not treat the contents of this Admission Document as advice relating to legal,
taxation, investment or any other matters. Prospective investors should inform themselves as to: (a) the legal
requirements within their own countries for the purchase, holding, transfer, repurchase or other disposal of
Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer, repurchase or
other disposal of Shares which they might encounter; and (c) the income and other taxation consequences
which may apply in their own countries as a result of the purchase, holding, transfer, repurchase or other
disposal of Shares. Prospective investors must rely upon their own representatives, including their own legal
advisers and accountants, as to legal, taxation, investment and other related matters concerning the Company
and an investment therein.

Statements made in this Admission Document are based on the law and practice currently in force in England
and Wales and are subject to changes therein.




                                                      2
                               CONTENTS
                                                               Page

DIRECTORY                                                        4

DEFINITIONS                                                      6

PART I   LETTER FROM THE CHAIRMAN                                9

PART II – RISK FACTORS                                          21

PART III – SUMMARY DETAILS OF THE
           ACQUISITION AND PLACING DOCUMENTS                    26

PART IV – HISTORICAL FINANCIAL INFORMATION ON
          THE COMPANY AND THE TARGET                            29

PART V – PRO FORMA NET ASSET STATEMENT OF THE ENLARGED GROUP    51

PART VI – ADDITIONAL INFORMATION                                54




                                     3
                                          DIRECTORY
                                     BOW LANE CAPITAL PLC

                                           Registered Office
                                          20 Black Friars Lane
                                                London
                                              EC4V 6HD

                                               Directors
                               David Williams (Non-Executive Chairman)
                                 James Corsellis (Executive Director)
                                   Mark Watts (Executive Director)
                               Benjamin Shaw (Non-Executive Director)

                                           Proposed Directors
                              Daniel T Spicer (Proposed Executive Director)
                               Sean Nutley (Proposed Executive Director)



Financial Adviser                                                Nominated Adviser and Broker
Marwyn Capital LLP                                               Collins Stewart Limited
10th Floor, Bucklersbury House                                   9th Floor
3 Queen Victoria Street                                          88 Wood Street
London EC4N 8EL                                                  London EC2V 7QR



Reporting Accountants and Auditors to the Company                Legal Advisers to the Company
Deloitte & Touche LLP                                            Norton Rose
Hill House                                                       Kempson House
1 Little New Street                                              Camomile Street
London EC4A 3TR                                                  London EC3A 7AN



Legal Advisers to the Nominated                                  Registrar
Adviser and Broker                                               Capita Registrars Limited
Lawrence Graham LLP                                              The Registry
190 Strand                                                       34 Beckenham Road
London WC2R 1JN                                                  Beckenham
                                                                 Kent BR3 4TU


Financial PR
Finsbury
Tenter House, 45 Moorfields
London EC2Y 9AE




                                                   4
                EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Last time and date for receipt of Forms of Proxy                                    14 July 2006

Extraordinary General Meeting
Cancellation of dealing facility for Existing Ordinary Shares                       17 July 2006

Completion of the Acquisition, Admission becomes effective, dealings recommence
in Existing Ordinary Shares and commence in New Ordinary Shares                     19 July 2006

Crediting of uncertified New Ordinary Shares
to CREST accounts (where applicable)                                                24 July 2006

Despatch of definitive share certificates (where applicable)                        28 July 2006




                                    PLACING STATISTICS
Placing Price                                                                          75 pence

Number of Existing Ordinary Shares                                                   11,400,000

Number of Placing Shares                                                             16,000,000

Number of Consideration Shares                                                         4,801,169

Number of Ordinary Shares in issue immediately following Admission                   32,201,169

Market capitalisation of the Enlarged Share Capital at the Placing Price          £24,150,876.75

Percentage of Enlarged Share Capital subject to the Placing                              49.69%

Gross proceeds of the Placing                                                       £12,000,000

Estimated net proceeds of the Placing to be received by the Company                 £10,500,000




                                                      5
                           DEFINITIONS
“ACM”                      asbestos containing materials;
“Act”                      the Companies Act 1985 (as amended);
“Acquisition”              the proposed acquisition of the entire issued share capital of
                           Silverdell;
“Acquisition Agreement”    the conditional sale and purchase agreement dated 22 June 2006
                           between the Company and the Silverdell Sellers relating to the
                           Acquisition, further details of which are set out in part III of this
                           Admission Document;
“Admission”                the admission of the entire issued share capital of the Company
                           to trading on AIM on 19 July 2006, constituting the admission
                           of the New Ordinary Shares and the re-admission of the Existing
                           Ordinary Shares;
“AIM”                      the AIM market of the London Stock Exchange;
“AIM Rules”                the rules for AIM companies and their nominated advisers
                           published by the London Stock Exchange;
“ARCA”                     Asbestos Removal Contractors Association;
“Articles”                 the articles of association of the Company as amended from time
                           to time;
“CAWR”                     the Control of Asbestos at Work Regulations 2002;
“CEA”                      the US Commodity Exchange Act;
“Collins Stewart”          Collins Stewart Limited;
“Combined Code”            the Combined Code on Corporate Governance issued by the
                           Financial Reporting Council;
“Company”                  Bow Lane Capital Plc;
“Completion”               completion of the Acquisition;
“Consideration Shares”     the 4,801,169 new Ordinary Shares proposed to be issued
                           pursuant to the Acquisition Agreement;
“Covenantors”              Daniel J Spicer, Daniel T Spicer, Mark Roberts, Sean Nutley and
                           Wayne Farmer, being the covenantors under the Tax Deed;
“CREST”                    the computerised settlement system (being the relevant system
                           as defined in the Uncertificated Securities Regulations 2001 (S.I.
                           2001/3755)) to facilitate the transfer of title of shares in
                           uncertificated form operated by CRESTCo;
“CRESTCo”                  CRESTCo Limited;
“Deferred Consideration”   has the meaning given to it in paragraph 1 of Part III of this
                           Admission Document;
“Directors” or “Board”     the directors of the Company for the time being and any duly
                           constituted committee of the board of directors and as applicable
                           any successors to those members as may be appointed from time
                           to time;
“Enlarged Group”           the Company and the Target Group following Completion;


                                     6
“EBIT”                                   earnings before interest and taxation;
“Enlarged Issued Ordinary Share Capital” the aggregate of New Ordinary Shares and the Existing Ordinary
                                         Shares;
“Existing Ordinary Shares”               the 11,400,000 Ordinary Shares in issue at the date of this
                                         document;

“Extraordinary General Meeting”          the extraordinary general meeting to be at Norton Rose,
or “EGM”                                 Kempson House, Camomile Street, London EC3A 7AN on
                                         17 July 2006, notice of which is set out at the end of this
                                         Admission Document;
“Forms of Proxy”                         the forms of proxy for use in connection with the Extraordinary
                                         General Meeting;
“FSA”                                    the Financial Services Authority of the United Kingdom;
“HSE”                                    the Health and Safety Executive;
“Initial Gross Proceeds”                 the aggregate value of the Placing Shares subscribed for cash
                                         pursuant to the Placing;
“Loan Notes”                             means the loan notes to be issued to certain Vendors in
                                         accordance with the Acquisition Agreement as part of the
                                         Deferred Consideration;
“Lock-In Deed”                           the lock-in deed and orderly market agreement relating to the
                                         Consideration Shares dated 22 June 2006 and made between the
                                         Proposed Directors, certain other of the Vendors, Collins Stewart
                                         and the Company;
“London Stock Exchange”                  the London Stock Exchange plc;
“Marwyn”                                 Marwyn Investments Group and its subsidiary undertakings and
                                         affiliates from time to time including Marwyn Capital and
                                         Marwyn Investment Management;
“Marwyn Capital”                         Marwyn Capital LLP;
“Marwyn Investment Management”           Marwyn Investment Management LLP;
“Marwyn Investments Group”               Marwyn Investments Group Limited;
“Marwyn Neptune Fund”                    Marwyn Neptune Fund LP;
“Marwyn Partners”                        Marwyn Partners Limited;
“Marwyn Warrant”                         the warrant to subscribe for 3,220,117 new Ordinary Shares, in
                                         aggregate, to be granted to Marwyn Neptune Fund under the
                                         terms of an instrument to be dated on or around 17 July 2006,
                                         further details of which are set out in paragraph 4.3 of Part VI of
                                         this Admission Document;
“MDHS 100”                               the methods for the Determination of Hazardous Substances
                                         no. 100 (surveying, sampling and assessment of asbestos-
                                         containing materials) published by the Health and Safety
                                         Executive in July 2001;
“Memorandum”                             the memorandum of association of the Company as amended
                                         from time to time;

“Model Code”                             the model code on dealing on securities as defined in the listing
                                         rules of the London Stock Exchange;


                                                  7
“New Board”                            David Williams, Mark Watts, Daniel T Spicer and Sean Edward
                                       Harrison Nutley;
“New Ordinary Shares”                  the Placing Shares and the Consideration Shares;
“Placing”                              the placing of 16,000,000 Placing Shares at the Placing Price;
“Placing Agreement”                    the conditional placing agreement dated 22 June 2006 between
                                       the Company, the Directors, the Proposed Directors and Collins
                                       Stewart relating to the Placing, further details of which are set
                                       out in Part III of this Admission Document;
“Placing Price”                        75 pence per Placing Share;
“Placing Shares”                       the 16,000,000 new Ordinary Shares being issued and allotted
                                       by the Company at the Placing Price pursuant to the Placing;
“Pounds Sterling”, “£” or “Sterling”   the lawful currency of the United Kingdom;
“Proposed Directors”                   Daniel T Spicer and Sean Edward Harrison Nutley;
“Proposals”                            the Acquisition, the Placing and Admission
“Prospectus Rules”                     the Prospectus Rules published by the FSA from time to time;
“Registrar”                            Capita Registrars Limited;
“Resolutions”                          the resolutions contained in the notice of the EGM;
“Second Corporate Finance              the corporate finance agreement between the Company and
Advisory Agreement”                    Marwyn Capial, further details of which are set out in paragraph
                                       6 of Part III of this Admission Document;
“Shares” or “Ordinary Shares”          the ordinary shares of 10 pence par value in the capital of the
                                       Company;
“Shareholder”                          a person recorded as a holder of Shares in the Company’s
                                       register of shareholders;
“Share Option Scheme”                  the share option scheme to be adopted by the Company, further
                                       details of which are set out in paragraph 4.2 of Part VI of this
                                       Admission Document;
“Silverdell” or “Target”               Silverdell (UK) Limited;
“Silverdell Group” or “Target Group”   Silverdell and its subsidiaries;
“Silverdell LLP”                       Silverdell Management Services LLP;
“Tax Deed”                             the conditional agreement to be dated on or around 17 July 2006
                                       between the Company and the Covenantors relating to the
                                       Acquisition, further details of which are set out in Part III of this
                                       Admission Document;
“UK GAAP”                              Accounting Principles Generally Accepted in the United
                                       Kingdom;
“United Kingdom” or “UK”               the United Kingdom of Great Britain and Northern Ireland;
“United States” or “US”                the United States of America (including the states and District of
                                       Columbia) and any of its territories, possessions and other areas
                                       subject to its jurisdiction;
“US Dollar”, “$” or “Dollar”           the lawful currency of the United States;
“US Securities Act”                    the United States Securities Act of 1933, as amended; and
“Vendors”                              the selling shareholders of the Target.


                                                 8
                                                PART I

                            LETTER FROM THE CHAIRMAN
                                          Bow Lane Capital Plc
            (Incorporated and registered in England and Wales under the Companies Act 1985
                                    with registered number 5755897)

Directors:                                                                       Registered Office:
David Jeffrey Williams                                                           20 Black Friars Lane
Mark Irvine John Watts                                                           London EC4V 6HD
James Henry Merrick Corsellis
Benjamin Howard Shaw

To shareholders of Bow Lane Capital Plc

Dear Shareholder,

                            Proposed acquisition of Silverdell (UK) Limited

     Proposed Placing of 16,000,000 new Ordinary Shares at 75 pence per share and Admission
                                        to trading on AIM

Introduction
The Company announced today that it has entered into a conditional agreement to acquire the entire issued
share capital of Silverdell, a UK asbestos consultancy and remediation contractor, together with certain
outstanding shareholder loan notes, for a total consideration of up to £22.2 million. The consideration of
£16.2 million due at Completion will be satisfied by the payment of £12.6 million in cash (part-funded out
of the net proceeds of the Placing), the issue of the Consideration Shares (which at the Placing Price will
have a value of approximately £3.6 million). In addition, an earn-out of up to £6 million will be payable by
the issue of Loan Notes and additional new Ordinary Shares dependent upon the performance of the
Silverdell Group in the financial years ending 30 September 2007 and 30 September 2008.

The Company also announced today that it proposes to raise approximately £12 million (approximately
£10.5 million net of expenses) by issuing 16,000,000 new Ordinary Shares at the Placing Price. The proceeds
of the Placing will be used to part-fund the cash consideration payable under the Acquisition to meet the
costs and expenses relating to the Proposals and also to meet the working capital requirements of the
Enlarged Group.

The Acquisition constitutes a reverse takeover pursuant to the AIM Rules and is therefore subject to the
approval of Shareholders, which will be sought at the EGM. An application will be made to the London
Stock Exchange for the Existing Shares and the New Ordinary Shares to be respectively readmitted and
admitted to trading on AIM. Admission is conditional, inter alia, on the passing of the Resolutions at the
EGM.

The purpose of this document is to set out the principal terms of, and seek Shareholder approval for, the
Acquisition and other Resolutions set out in the notice convening the EGM at the end of this document
including a change of name to “Silverdell Plc”. In addition, this document explains why the Directors believe
that the Acquisition is in the best interests of the Company and Shareholders as a whole. My fellow Directors
and I have irrevocably undertaken to vote in favour of the Resolutions at the EGM and recommend that you
also vote in favour of the Resolutions.

Background
The Company was admitted to trading on AIM on 21 April 2006 with the purpose of identifying and
acquiring companies and businesses in sectors the subject of structural, technological and/or regulatory


                                                     9
change and where the Directors believe there are opportunities for consolidation. The Company stated it
would consider the following sectors in particular: environmental services and alternative energy sectors.

The Directors have identified the Acquisition as the initial step in the implementation of this strategy.

Overview of Silverdell
Silverdell was established in 1979 and is a UK asbestos remediation contractor, with offices in London,
Bradford, Leicester and Cardiff. The Silverdell Group performs all three types of surveys under the MDHS
100 (which range from site inspections through to the testing of samples of a building’s fabric and structure)
either on a stand alone basis or as part of a larger asbestos remediation programme, which has historically
accounted for approximately 10 per cent. of the Silverdell Group’s revenues. The Silverdell Group also
undertakes remediation works, being the controlled removal, encapsulation and/or labelling of asbestos and
ACMs, which has historically accounted for approximately 80 per cent. of the Silverdell Group’s revenue.
Remediation work is often provided to customers in conjunction with ancillary services, which include staff
training, ventilation decontamination and minor construction work.

The Silverdell Group has a business division focussed on the rail sector approved to work for Network Rail
and has full “Link-up” accreditation (the accreditation required to work within the rail industry). The Target
Group also has framework agreements with London Underground service providers.

In February 1998 Silverdell moved to the site it currently occupies at Pacific Wharf in Barking, a facility that
allowed Silverdell to combine office, stores and workshop facilities under one roof whilst also allowing the
opportunity for further expansion. In May 2000 Silverdell opened its first regional office in Leicester, with
an office staff of six. Bristol was the location of the next regional office; Silverdell had carried out a major
contract in the area, and became aware of potential business in the South West. This office subsequently
moved to Cardiff and has recently relocated to larger premises. Silverdell’s Shepherds Bush office is located
to serve West London. In 2005, Silverdell opened an office in Bradford to serve the North.

The implementation of CAWR was the catalyst for the development of the asbestos surveying and
consultancy operations and in August 2002 Silverdell established Silverdell Management Services LLP.
Initially, Silverdell LLP offered surveying and consultancy services to existing clients but has recently
developed its own client base.

The Silverdell Group works for FTSE 100 companies as well as central and local government. Corporates
are drawn from a broad range of sectors including retail (including Specsavers, J Sainsbury, Boots, WH
Smith and the House of Fraser Group), property (including Land Securities Trillium, Laing Construction,
Balfour Beatty and AMEC) and utilities (including Severn Trent and Yorkshire Water). Local government
clients include the City of Westminster, several London Boroughs and Staffordshire County Council.
Approximately one half of Silverdell’s revenue is underpinned by framework contracts. Silverdell has also
been involved with a number of prestigious projects, such as the refurbishment of The Old Admiralty
Building and the ongoing restoration of the Royal Festival Hall.

Silverdell has continuously held a full HSE Asbestos Licence (required for the removal and encapsulation
of asbestos) since its initial grant in 1984 and in March 2006 this licence was renewed for three years until
2009. The HSE either awards licences on a one year or a three year basis; many clients demand a three year
licence, possession of which gives the holder an advantage over contractors with little or no proven
experience who hold one year licences. In addition, Silverdell holds a waste management licence for the
operation of a hazardous waste transfer station, which allows it to store asbestos and ACMs at its Barking
site until bulk transfer can be arranged to an appropriate waste disposal site.

Silverdell has an excellent health and safety record amongst its industry peers. Adherence by the Target
Group to high standards of health and safety are recognised within the industry: a senior employee won
ARCA’s Supervisor of the Year in 2003 and Silverdell currently holds the ARCA Regional Award for
Training (South East). In 2006 Silverdell also received an award from the Royal Association for the
Prevention of Accidents (ROSPA). ROSPA awards companies who show a commitment to the prevention of
accidents within the workplace by the installation of systems and procedures that empower employees to
work in a more knowledgeable manner when it comes to health and safety.


                                                      10
Silverdell is a prominent member of ARCA and is represented on the Governing Council and Technical
Committee. The Directors and the Proposed Directors believe that in a market where clients are heavily
focussed on brand and reputation, not only does this enhance the Silverdell Group’s credentials, it also means
that it can actively participate in developments within the industry.

Silverdell has also innovated, developing technologies to record and monitor removal works using audio-
visual equipment (which the HSE intend to make an industry standard) and introducing on-site self-auditing,
a process now adopted as good practice by ARCA.

The construction industry recognised Silverdell’s pre-eminence by awarding it “Asbestos Removal Specialist
of the Year, 2006” at the recent Construction News awards. Silverdell beat industry nominee Rhodar as well
as Cuddy Group and demolition specialists Keltbray to win the prestigious award. The award was presented
by Terry Jago of ARCA who noted: “Silverdell demonstrated real commitment in all areas and gave an
especially good account of its health and safety achievement; impressive growth speaks for itself - it’s a good
company”.

Silverdell is run by an experienced management team backed by many years of practical experience in the
construction and asbestos removal industry.

Locations
Silverdell’s head office is located in leased premises in Barking, East London, where Silverdell also has a
licensed waste transfer station. Silverdell’s senior management are located at these premises, together with
the finance and the sales and marketing functions. Silverdell has also leased small premises in Shepherd’s
Bush, West London.

The Silverdell Group also has a branch network with offices in Leicester, Bradford and Cardiff. In Leicester,
there are 6 contracts staff dealing with the estimating and contracts management of projects. In Bradford,
there are 2 such staff and in Cardiff there are 6.

In aggregate, the Silverdell Group employs 173 people, of whom 128 are asbestos operatives. The entire
business’s core operations are performed or supervised by directly employed staff with the appropriate health
and safety training and certificates.

Silverdell is focused on building a branch network throughout the UK in order to allow it to compete for and
capture further nationwide corporate and public sector contracts.

Market

Market opportunity
Asbestos was used extensively in buildings and in engineered products in the UK until its complete ban in
the UK in 1999 although stockpiles of white asbestos could be used until 2005. Imports of blue and brown
asbestos were banned in 1985. As asbestos does not occur naturally in the UK, the volume of imports can
be used as a proxy for its use.




                                                      11
Imports of asbestos reached their peak during the 1960s, as illustrated by the graph below.




                               Sourced from the Asbestos Information Centre

The asbestos services market can be split into consultancy and remediation:

(a)   consultancy principally involves the performance of the three types of asbestos surveys under MDHS
      100; and

(b)   remediation involves the controlled removal, encapsulation, labelling and on-site management of
      asbestos and ACMs.

The Directors and Proposed Directors believe that around 80 per cent. of the UK commercial and industrial
property stock have a high risk of containing asbestos, necessitating ongoing asbestos management and
potential remediation.

Legislation and litigation
Since 2002, it is estimated the asbestos consultancy and remediation market has experienced a compound
annual growth rate of approximately 25 per cent. The Directors and the Proposed Directors believe that there
are two main drivers for the recent growth within the industry:

1.    Legislation
Although legislation in relation to asbestos was first introduced over 20 years ago, the principal legislation
is contained within the Control of Asbestos at Work Regulations, 2002.

In particular, Regulation 4 of CAWR introduces the concept of a “duty to manage” asbestos within non-
domestic UK premises, creating an obligation to assess and manage the risks from asbestos and ACMs
within relevant premises. Broadly speaking, non-domestic premises are defined as commercial and industrial
buildings as well as the common parts of public and social housing.

In practice, this necessitates the identification of asbestos and ACMs through the conduct of surveys, the
introduction of asbestos management plans and regular audits to assess the stability of asbestos and its
remediation as appropriate e.g. prior to demolition or major refurbishment work.

In late 2005/early 2006 the HSE published a consultation document that sought views on draft Regulations
and an Approved Code of Practice to implement amendments to the EU Asbestos Worker Protection
Directive 83/477/EEC and other changes to the existing asbestos regulatory framework. The HSE proposes
to repeal the CAWR, the Asbestos (Licensing) Regulations 1983 and the Asbestos (Prohibitions) Regulations


                                                     12
1992 and to replace them with a single set of Regulations. One of the legislative changes proposed in the
consultation document is to adopt a risk-based approach to defining work with asbestos or ACMs which will
be exempt from the requirement to obtain a licence from the HSE. The HSE believes that for most work with
asbestos this will maintain the status quo; however, the HSE is proposing to consult further on whether work
with asbestos-containing textured coatings should be removed from the licensing regime altogether. If that
were to happen, licensed contractors such as the Company could be exposed to competition from unlicensed
contractors for such work.

2.    Litigation
As the incidences of asbestosis (scarring of the lung) and mesothelioma (cancer of the lung lining) have
gradually risen so have the number of asbestos-related claims. Asbestos accounts for over 3,500 deaths each
year and is the UK’s biggest single cause of work-related deaths. In 2005, the insurance industry paid out
£205 million in asbestos-related claims and the actuarial profession has warned that the cost of asbestos
claims in the UK could reach £20 billion in the next 30 years.

The Directors and Proposed Directors believe that rising claim volumes are likely to encourage employers
in particular to manage asbestos appropriately. The current mortality rate from asbestos-related diseases is
expected to rise until around 2011-2015. There is also an appeal before the House of Lords in respect of a
number of cases in which the claimants are seeking damages for pleural plaques (benign scarring of the lung
tissue caused by exposure to asbestos fibres). The Court of Appeal ruled that pleural plaques do not
constitute an injury and therefore do not attract compensation. If the House of Lords reverses the Court of
Appeal’s decision and rules that compensation should be paid for pleural plaques this may increase
employers’ concerns to manage their asbestos risks appropriately.

Market size
Estimations of the overall size of the asbestos consultancy and remediation market contain significant
uncertainty and differ depending on which methodologies are applied.

The HSE estimate of the market size (based on an estimation of the compliance costs for the market) is
between £1.2-1.7 billion. The general view within the industry however is that this estimate is conservative.
For example, the Director General of the Asbestos Information Centre is of the belief that the actual cost may
be up to 10 times this amount.

Uncertainty also surrounds the longevity of the market, although expectations are that asbestos removal will
peak around 2020, with 85 per cent. of all asbestos having been removed by 2050.

The industry
The Directors and Proposed Directors believe that industry participants can broadly be divided into three
categories:

(a)   a significant number of regional providers who principally service small and medium sized enterprises
      and who have revenues of less than £2m and employ less than 15 individuals;

(b)   specialist, professional providers, such as Silverdell, with multiple operational bases within the UK
      (who therefore also compete for larger, nationwide contracts and one-off projects) and who have
      revenues of between £5 and £30 million; and

(c)   multi-service providers (e.g. health and safety, compliance and demolition service providers) for
      whom asbestos accounts for less than 25 per cent. of business and who have revenues between £20
      and £50 million.

The Directors and Proposed Directors believe that the industry is highly fragmented, particularly as regards
the regional providers, which presents a significant opportunity for industry consolidation on a nationwide
basis. The Directors and Proposed Directors estimate that the Silverdell Group had approximately 5 per cent.
market share in 2005 based on its turnover when compared to estimates of the market size.




                                                     13
In addition, the Directors and Proposed Directors believe that there are strong barriers to entry to the
industry, in particular:
(a)     a customer requirement for reputation and credibility, which offsets low start-up costs;
(b)     scale and a full service capability – critical if a provider is to have full access to the market;
(c)     a track record – a pre-requisite for cost effective insurance cover, among other things; and
(d)     the hazardous nature of asbestos and litigation risk.

Trading record of Silverdell
The financial information relating to Silverdell set out below has been extracted from the financial
information set out in Part IV of this Admission Document and should only be read in conjunction with the
full text set out therein. In addition the pro forma consolidated unaudited financial information for Silverdell
and Silverdell LLP has been extracted from the financial information set out in Part V of this Admission
Document and should only be read in conjunction with the full text set out in Part V of this Admission
Document.

                                                                                                                 Silverdell and
                                                                                                                 Silverdell LLP
                                                                           Silverdell only                           Pro Forma
                                                              Audited             Audited                Audited     Unaudited
                                                                2003                 2004                  2005            2005
                                                               £’000                £’000                 £’000           £’000
Turnover                                                       11,311               11,538                 18,464              19,521
Gross profit                                                    3,291                3,833                  5,193               6,738
Profit on ordinary activities before taxation                     715                  238                    778               1,844
The pro forma profit on ordinary activities before taxation of £1.8 million include the following items, each of which are stated in the
Historical Financial Information on the Target in Part IV of the Admission Document:
(1) directors’ discretionary bonuses, benefits in kind and pension contributions totalling £1.1 million;
(2) basic salary of the highest paid Director, Daniel J Spicer who is not continuing within the business post-transaction totalling
    £0.2 million;
(3) salaries paid to the wives of the directors totalling £0.1 million; and
(4) other exceptional non-recurring items totalling £0.1 million.
Excluding those items the adjusted pro forma profit on ordinary activities before taxation is £3.3 million.


Current trading and prospects for the Enlarged Group
The Silverdell Group has continued to grow its core business of small and medium sized contract work by
securing a number of preferred supplier relationships and framework contracts with county councils, utilities
and insurance firms and by increasing the volume of work performed under certain existing client contracts.
In addition, the Silverdell Group also secured two long term contracts towards the end of 2005, which are
anticipated to contribute a significant amount of revenue in 2006.

Following completion of the Acquisition, the Directors and Proposed Directors believe that the Enlarged
Group will be well positioned to take advantage of the perceived consolidation opportunities within the
industry. Opportunities to make further complementary acquisitions have already been identified by the
Directors and Proposed Directors and following completion of the Acquisition the Directors and Proposed
Directors will seek to progress these opportunities. The Directors and Proposed Directors also believe that,
whether through the completion of further acquisitions or through organic growth, the Enlarged Group will
be well positioned to benefit from increased scale and increased sector and/or geographic coverage.




                                                                  14
Rationale for the Acquisition
The Directors and the Proposed Directors believe that Silverdell provides a suitable platform for the Enlarged
Group to grow, both organically and by further acquisition. The Directors and Proposed Directors believe the
particular strengths of the current business are as follows:

(a)   brand and reputation, which provide a competitive advantage in an industry which is both highly
      regulated and subject to increasing litigation;

(b)   experience and track record, given the fragmented nature of the market only a few participants have
      the expertise and infrastructure to take on major projects;

(c)   scale and geographic coverage, which means Silverdell can continue to capture nationwide contracts
      as well as providing a strong platform for market consolidation;

(d)   the health and safety record, of critical importance when winning new business and difficult for
      competitors to replicate;

(e)   industry representation (ARCA), which allows Silverdell to be at the forefront of developments within
      the industry; and

(f)   a blue chip customer base, which underpins revenue and means Silverdell operates at the higher end
      of the market with the associated contract premiums.

It is the intention of the Directors and Proposed Directors to leverage of these strengths in the execution of
its growth strategy and apply these competitive advantages to the business going forward.

Principal terms of the Acquisition
Under the terms of the Acquisition Agreement, the Company has conditionally agreed (subject inter alia to
the passing of the Resolutions and Admission) to acquire the entire issued share capital of Silverdell from
the Vendors (together with certain outstanding shareholder loan notes and loans from certain directors of
Silverdell) for an aggregate consideration of up to £22.2 million. The consideration of £16.2 million due at
Completion will be satisfied by the payment of £12.6 million in cash (part-funded out of the net proceeds of
the Placing), the issue of the Consideration Shares (which at the Placing Price will have a value of
approximately £3.6 million). In addition, an earn-out of up to £6 million will be payable by the issue of Loan
Notes and additional Ordinary Shares dependent upon the performance of the Silverdell Group in the
financial years ending 30 September 2007 and 30 September 2008.

The maximum earn out will be payable if the adjusted earnings before interest and taxation of the Silverdell
Group are £5 million in the year ending 30 September 2007 and £6 million in the year ending 30 September
2008 (subject always, that the Silverdell Group achieves year-on-year revenue growth of 15 per cent.).

Under the terms of the Acquisition Agreement and the Tax Deed, certain of the Vendors have given
warranties and indemnities in respect of certain business, taxation and other matters subject to agreed
limitations on liability. The Acquisition Agreement is conditional inter alia upon the Placing Agreement
becoming unconditional and not being terminated prior to Admission. The anticipated date for completion
of the Acquisition is the date of Admission.

Further details of the principal terms of the Acquisition Agreement and the Tax Deed are set out in
paragraphs 1 and 2 of Part III of this document.

Financing of the Acquisition and use of funds
The Company proposes to raise approximately £12 million (£10.5 million net of expenses) by issuing
16,000,000 new Ordinary Shares, representing approximately 49.69 per cent. of the Enlarged Share Capital.

The Placing Shares have been conditionally placed by Collins Stewart, as agent for the Company, with
institutional and other investors in accordance with the terms of the Placing Agreement, further details of




                                                     15
which are set out in paragraph 4 of Part III of this document. The Placing, which is being underwritten by
Collins Stewart, is conditional, inter alia on Admission and the passing of the Resolutions.

The total net proceeds of the Placing will be utilised by the Company to fund the initial cash consideration
payable under the Acquisition, to meet the costs and the expenses relating to the Proposals and to meet the
working capital requirements of the Enlarged Group.

In order to maintain an orderly market in the Ordinary Shares, the Proposed Directors and certain of the
Vendors have undertaken to the Company and Collins Stewart that they shall not (and, in the case of persons
connected with them, they shall use their best endeavours to procure that those connected persons shall not)
dispose of any interest in Ordinary Shares or enter into any derivative-type transaction in relation to Ordinary
Shares for the period of 24 months from Admission (the “Initial Period”) and for the further period of 6
months from the Initial Period they shall not dispose of Ordinary Shares without first offering the disposal
through Collins Stewart. These arrangements relate to the Consideration Shares representing 14.91 per cent.
of the Enlarged Issued Ordinary Share Capital.

The Board
The Board currently comprises David Williams, Mark Watts, James Corsellis and Benjamin Shaw. On
completion of the Acquisition, James Corsellis and Benjamin Shaw will resign as executive director and non-
executive director respectively and Mark Watts will become a non-executive Director. On completion of the
Acquisition, Daniel Spicer and Sean Nutley will join the Board as Chief Executive Officer and Chief
Operating Officer respectively. The New Board intends to appoint a finance director prior to the next material
acquisition. An interim chief financial officer, Simon Gunn, who is not a director of Silverdell or the
Company, has been appointed to manage the finances of the Silverdell Group. The New Board also intends
to appoint additional independent non-executive directors in due course.

Following completion of the Acquisition, the New Board will comprise:

David Williams, Non-Executive Chairman (53)
David has 35 years experience in the investment market. He has served as Chairman in both executive and
non-executive capacities for a number of companies, both public and private. He has overseen the
development of these companies through both organic and acquisitive growth as well as dealing with
turnaround situations. For example, in 1994 David, as chairman, worked with the executive team to float
Waste Recycling Group plc at an initial value of £8 million. During his seven years as chairman at that
company, its value grew to £550 million. David was also chairman of RAL (S&G) Limited, on its
management buy out in 1996 from Rank Group plc (a position from which he resigned in 2000). David is
currently Chairman of Augean Plc, Talarius Plc, Marwyn Value Investors Limited, Concateno plc, Zetar Plc
and Aldgate Capital Plc as well as Marwyn Investments Group and its subsidiary companies.

Mark Watts, Non-Executive Director (32)
Mark has a BA (Hons) from London University and since 1998 he has advised the boards of quoted UK
small and mid-cap companies. Over the past 18 months, Mark has undertaken 15 transactions raising an
amount in excess of £450 million in acquisition funding for Marwyn backed management teams and special
purpose acquisition vehicles. Previously, Mark worked as a management consultant completing international
strategic development projects for clients including Ford Motor Company (US), Cummins (Japan) and 3M
(Europe) and financial analysis and modelling for Barclays Bank, Shell and BP in the UK. Mark is a director
of Marwyn Investments Group and Aldgate Capital Plc, a partner in Marwyn Capital and Marwyn
Investment Management as well as a director in Zetar Plc, Inspicio plc and Talarius Plc.

Daniel T Spicer, Chief Executive Officer (43)
Son of Silverdell’s founder, Danny has worked for Silverdell for over 26 years, initially as an insulation
engineer; he took a management role 12 years ago. Since 2000, he has been Managing Director and has been
responsible for growth, direction and strategy. Danny was also a founder partner in Silverdell LLP which was
sold to Silverdell in December 2005.



                                                      16
Sean Nutley, Chief Operating Officer (35)
Sean joined Silverdell in 1992 as an asbestos removal operative and became part of the management team
12 years ago as an estimator. He became director for special contracts in 2000. Sean is responsible for
company growth, direction, new business opportunities and client relations, as well as technical input and
co-ordination on large and difficult contracts. Sean was also a founder partner of Silverdell LLP.

Key employees
The Board will be assisted by the following key employees:

Mark Roberts (46), Marketing Director (since 1994)
Mark joined Silverdell in 1992 as a Sales Manager; is a member of ARCA Governing Council and obtained
an ISO accreditation for Silverdell in 1995. His main responsibilities include seeking new business
opportunities and securing pre-qualification on customer approved lists.

Wayne Farmer (41), Construction Director, Operations (since 2000)
Wayne has 12 years experience in the management team and joined Silverdell as an asbestos removal
operative. He is responsible for the day-to-day running of the Silverdell Group’s business operations, the
contracts department, the accounts department and site contracts.

Ashley Griffiths (33), Contracts Director (since 2005)
Ashley joined Silverdell as Regional Manager in 2001. His responsibilities include pricing and processing
of new business enquiries.

Dave Rhodes (34), Regional Director, Midlands/North (since 2005)
Dave joined Silverdell as a Regional Manager in 2000. His responsibilities include pricing of new enquiries
and the day-to-day running of the regional business operations, contracts department and site contracts.

Relationship with Marwyn
David Williams and Mark Watts are directors of Marwyn Investments Group Limited and partners in
Marwyn Capital and Marwyn Investment Management LLP. The Company has a corporate finance
agreement with Marwyn Capital and an office support agreement with Marwyn Partners Limited (a wholly
owned subsidiary of Marwyn Investments Group Limited), further details of which are set out in paragraph
10 of Part VI of this Admission Document.

Marwyn Neptune Fund, a shareholder in the Company, is managed on an arms’ length basis by Marwyn
Investment Management LLP. Marwyn Neptune Fund currently holds 8,000,000 Existing Ordinary Shares.

Subject to Admission, the Company has also agreed to grant the Marwyn Warrant to the Marwyn Neptune
Fund. The Marwyn Warrant will entitle the Marwyn Neptune Fund to subscribe for 3,220,117 Ordinary
Shares which will represent 10 per cent. of the Enlarged Issued Ordinary Share Capital (calculated upon the
assumption that all Ordinary Shares which are under option at Admission are not in issue). The Marwyn
Warrant is exercisable at the Placing Price and subject to the following criteria: (a) as to 50 per cent. at any
time from Admission up to the seventh anniversary of Admission provided that at any time after Admission
and prior to the expiry of the option, the mid-market price of an Ordinary Share is greater than 133 per cent.
of the Placing Price; and (b) as to 50 per cent. at any time from Admission up to the seventh anniversary of
Admission provided that at any time after Admission and prior to the expiry of the option, the mid-market
price of an Ordinary Share is greater than 150 per cent. of the Placing Price.

Also subject to Admission, the Company has entered into the Second Corporate Finance Advisory
Agreement with Marwyn Capital, further details of which are set out in paragraph 6 of Part III of this
Admission Document.




                                                      17
The Directors and Proposed Directors consider, having consulted with Collins Stewart, that the terms
of the Marwyn Warrant and the Second Corporate Finance Advisory Agreement are fair and
reasonable insofar as Shareholders are concerned.

Corporate governance
The Directors and Proposed Directors recognise the importance of sound corporate governance and intend
that the Company, where practicable for a company of its size, will comply with the Combined Code.

The Company has therefore established an audit committee which will, on Admission, comprise David
Williams and Mark Wallis. The audit committee invites the executive directors to attend as necessary to
conduct its business. The Company’s auditors attend all audit committee meetings and have direct access to
its chairman. The audit committee will meet with the external auditors at least twice a year, following a
review of the interim results and on completion of the audit process but prior to the Directors approving the
financial statements of the Company. It will also consider the Enlarged Group’s financial and accounting
policies together with management reports on accounting and internal controls and will review reports
presented by the auditors of the Company and consider any other matters raised by the auditors.

The Company has also established a remuneration committee which will, on Admission, comprise David
Williams and Mark Watts. The remuneration committee implements the policy for the remuneration of the
executive directors, reviews the remuneration of the senior management of the Company and nominates
potential members of the Board. The remuneration of non-executive Directors is considered by the board as
a whole. The remuneration committee (consisting of Mark Watts and David Williams) has recommended to
the Board that employee share incentive schemes should be introduced. Accordingly, the Board has adopted
the Share Option Scheme which allows awards to be made to executive Directors of the Company and to
other employees in the Enlarged Group. Awards will be at the discretion of the Board’s remuneration
committee. The remuneration committee will also administer the Share Option Scheme and be responsible
for setting any performance targets in relation to the exercise of options granted under the Share Option
Scheme.

Further details of the Share Option Scheme, including entitlements for Directors, can be found in paragraph
4 of Part VI of this document.

The Company has not established a nominations committee. All appointments to the Board will be
considered by the Board as a whole.

The Board has adopted a model code for directors’ dealings in securities of the Company which is
appropriate for a company quoted on AIM. The Board will comply with Rule 19 of the AIM Rules relating
to directors dealings and will take all reasonable steps to ensure compliance by the Company’s “applicable
employees”(as defined in the AIM Rules).

Dividend policy
The Board intends, subject to the availability of distributable reserves, that dividends will be paid to
Shareholders. However, the initial focus for the Company will be on delivering capital growth for
Shareholders and therefore your Board will only commence the payment of dividends as and when it is
appropriate and practicable.

UK taxation
Your attention is drawn to the section on taxation contained in paragraph 12 of Part VI of this document.
Shareholders and potential investors are strongly recommended to consult their own professional adviser on
matters relating to taxation.

Dealing arrangements
Application will be made for the New Ordinary Shares issued pursuant to the Placing to be admitted to
trading on AIM and for the Existing Ordinary Shares to be re-admitted to AIM. It is expected that Admission



                                                     18
will become effective and that dealings in the Existing Ordinary Shares and the New Ordinary Shares will
commence on 19 July 2006.

If the Acquisition and the Placing are not completed, the Ordinary Shares will continue to be traded on AIM
and the Proposed Directors will not be appointed to the Board.

The New Ordinary Shares will be issued credited as fully paid and will, on issue, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions
declared, made or paid on the issued ordinary share capital after Admission.

No temporary documents of title will be issued. Pending the dispatch of definitive share certificates (as
applicable), instruments of transfer will be certified against the register. All documents or remittances sent
by or to a place, or as he may direct, will be sent through the post at his risk.

CREST
The Existing Ordinary Shares are eligible for CREST settlement. Accordingly, settlement of transactions in
the Ordinary Shares following Admission may take place within the CREST System if the relevant
shareholder so wishes. CREST is a voluntary system and shareholders who wish to receive and retain share
certificates will be able to do so.

Extraordinary General Meeting
In view of its size, the Acquisition is conditional upon, inter alia, the approval of Shareholders in general
meeting. This approval will be sought at the Extraordinary General Meeting of the Company to be held at
10 a.m. on 17 July 2006 at the offices of Norton Rose at Kempson House, Camomile Street, London EC3A
7AN. The notice convening the EGM is set out at the end of this document.

At the EGM, the following resolutions will be proposed, in each case (save for Resolution 1), subject to
completion of the Acquisition:

1.     an ordinary resolution to approve the Acquisition;

2.     an ordinary resolution to approve the Share Option Scheme;

3.    ordinary resolutions to approve the appointment of each of Danny Spicer and Sean Nutley as
      additional directors of the Company;

4.     a special resolution to change the name of the Company to “Silverdell Plc”;

5.     a special resolution to increase the authorised share capital of the Company to £12,580,116.90;

6.    a special resolution to authorise the Directors to allot relevant securities (as defined in section 80 of
      the Act) up to an aggregate nominal value of £9,360,000; and

7.    a special resolution to empower the Directors pursuant to section 95 of the Act to issue New Ordinary
      Shares for cash on a non pre-emptive basis in respect of the Placing, the Marwyn Warrant and other
      existing options up to an aggregate nominal value of £936,000.

In respect of Resolutions 6 and 7, the Directors have no current intentions of allotting Ordinary Shares over
which they have been given authority save pursuant to the Acquisition, the Placing and the Ordinary Shares
reserved for issue on exercise of options under the Share Option Scheme and the Marwyn Warrant. However,
it is a stated intent of the Company to make further acquisitions and Resolutions 6 and 7 potentially provide
the Company with the flexibility to pursue its acquisition strategy quickly and efficiently (depending on the
size of any future acquisition and the nature of any consideration payable) without seeking the approval of
Shareholders.




                                                      19
Action to be taken
Shareholders will find enclosed with this document a Form of Proxy for use at the EGM. Whether or not you
intend to be present at the EGM (and any adjournment of the EGM) you are requested to complete, sign and
return the Form of Proxy in accordance with the instructions printed on it so as to be received by the
Company’s registrars, Capita Registrars at The Registry, 34 Beckenham Road, Beckenham Kent BR3 4TU,
as soon as possible but in any event not later than 10 a.m. on 14 July 2006. The completion and return of the
Form of Proxy will not preclude you from attending and voting at the EGM, should you so wish.

Further information
Your attention is drawn to the information set out in Parts II to VI of this document which provide additional
information on the Company and the Acquisition and the Proposals. In particular, Shareholders and
prospective investors are advised to consider carefully Part II of this document entitled “Risk Factors”.

Recommendation and voting intentions
The Directors believe that the Proposals are in the best interests of the Company and its Shareholders
as a whole.

Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions as they
have irrevocably undertaken to do in respect of their own beneficial shareholdings of Existing
Ordinary Shares which amount to, in aggregate, 1,080,000 Existing Ordinary Shares representing
approximately 9.47 per cent. of the current issued ordinary share capital of the Company. The
Company has also received irrevocable commitments to vote in favour of the Resolutions in respect of
a total of 10,570,850 Existing Ordinary Shares from Shareholders, representing approximately 92.73
per cent. of the current issued share capital of the Company.

The Directors and Proposed Directors consider, having consulted with Collins Stewart, that the terms
of the Marwyn Warrant and the Second Corporate Finance Advisory Agreement are fair and
reasonable insofar as Shareholders are concerned.

Yours faithfully,



David Williams
Non-Executive Chairman




                                                     20
                                    PART II – RISK FACTORS
An investment in the Ordinary Shares involves a high degree of risk. Accordingly, before making a
final decision, prospective investors should carefully consider the specific risk factors set out below in
addition to the other information contained in this Admission Document before investing in the
Ordinary Shares. No assurance can be given that Shareholders will realise a profit or will avoid a loss
on their investment.

The Board has identified the following risks which it considers to be the most significant for potential
investors in the Company. The risks referred to below do not purport to be exhaustive and are not set out in
any particular order of priority and potential investors should review this Admission Document carefully in
its entirety and consult with their professional advisers before making an investment.

If any of the following events identified below occur, the Enlarged Group’s business, financial condition,
capital resources, results and/or future operations and prospects could be materially adversely affected. In
that case, the price of the Ordinary Shares could decline and investors may lose part or all of their investment.

1      Industry growth
A significant portion of the Silverdell’s business is generated by refurbishment in the construction industry
as builders are obliged to assess and manage, and may be required to remove, asbestos on the sites on which
they work. Any slow down in the growth of the construction industry may therefore constrain growth in the
asbestos management market and this will consequently have an impact on the Enlarged Group’s revenues.

As the use of asbestos has been banned in construction in the UK and as the Enlarged Group and its
competitors dispose of asbestos, the market for asbestos remediation is finite and necessarily reducing.
Although the Enlarged Group will seek to mitigate against this, there can be no guarantee that it will be
successful in this and the reduction and eventual extinction of the asbestos remediation industry may
therefore have a significant impact on the Enlarged Group’s business.

2      Waste disposal regulation
The business of the Enlarged Group could be adversely affected if the Enlarged Group cannot comply with
environmental, health and safety regulations. The European Union and UK environmental, health and safety
laws and regulations affecting companies involved in the asbestos removal industry are complex, frequently
changing and generally becoming more stringent. Current laws and regulations govern, among other things,
the generation, storage, handling, use and disposal of waste, and health and safety standards. The Enlarged
Group’s failure or inability to comply with any such laws or regulations or any change in the requirements
of such law or regulations could result in civil or criminal liability, the variation or revocation of licences and
the imposition of fines and penalties.

In the UK the only current legal method of disposal for asbestos waste is disposal at a landfill site licensed
to accept hazardous waste. Following the implementation of the European Union Landfill Directive
1999/31/EC the number of sites in the UK licensed to accept hazardous waste has fallen. Demand for
capacity at the remaining sites has increased, and gate fees have risen as result. The continuing shortage of
such sites could lead to increased disposal costs. In addition, the rate of landfill tax payable on the disposal
of hazardous waste (currently £21 per tonne) is increasing annually by £3 per tonne, and this cost may be
passed on to customers by the operators of landfill sites.

3      Litigation
Given the hazardous nature of asbestos, any breach, statutory or otherwise, by the Enlarged Group of its
duties towards its employees or third parties may result in litigation claims from such employees or third
parties. The Enlarged Group may also be vulnerable to litigation claims from customers for any breach of
contract. Many of Silverdell’s customer contracts contain comprehensive indemnities to protect the
customers from claims in the event of any breach by Silverdell of the contract and therefore the Enlarged
Group may also be vulnerable to claims made by its customers.


                                                        21
4     Subcontracting
A significant portion of Silverdell’s business is undertaken as subcontractor to a main building contractor on
large development projects. As a subcontractor the Enlarged Group may find itself in a relatively weak
negotiating position when contracting with the main building contractor. This may result in the Enlarged
Group suffering downward pressure on its profit margin or entering into subcontracts which contain more
onerous penalty and damage provisions and other contractual disadvantages than would normally be
included if the Enlarged Group had been negotiating from a position as a main contractor. In addition, while
the Enlarged Group may typically be required to complete their work at the beginning of any larger
development project, the Enlarged Group may nevertheless be dependent on the completion of the larger
development project by the main building contractor before they can expect to receive payment in full for
their work. In these circumstances, the Enlarged Group faces the risk of not being paid in circumstances
where the main building contractor become insolvent or for other reasons does not receive payment itself
under the main contract.

5     Competition
Although the Directors believe the asbestos industry is currently fragmented, there are a number of multi-
service providers who may be able to compete with the Enlarged Group. Expansion or consolidation by such
competitors may affect the Enlarged Group’s ability to expand its scope of services and acquisitions as there
will be increasing competition for the opportunities identified by the Directors and Proposed Directors. It is
also anticipated that changes may result in the removal of the requirement for a licence to remove textured
coatings, and therefore the Enlarged Group may face competition from a number of smaller unlicensed
operators that may enter the market following such change.

6     Loss of key customers
Although many of Silverdell’s customers have framework agreements or long term contracts or preferred
supplier relationships, there can be no guarantee that these customers will continue to employ the Enlarged
Group. There are typically low costs for customers switching from one asbestos remediation contractor to
another, and therefore customers may easily migrate from Silverdell to its competitors. In particular a
number of Silverdell’s contracts contain ‘change of control’ provisions which entitle the customer to
terminate on a change of control in Silverdell, and the Acquisition may entitle the customers to invoke this
provision.

7     Brand and reputation
Any failure by the Enlarged Group in its health and safety policies, whether in relation to its employees, its
customers or third parties, is likely to have a severe impact on the Enlarged Group’s brand and reputation.
Such an impact, given the perceived importance of health and safety in a hazardous industry, is likely to have
wide-spread knock-on consequences and is likely to lead to loss of customers, as well as litigation and loss
of licences.

8     Loss of licenses
The remediation business of the Enlarged Group is wholly dependent on maintaining its HSE licence to
remove asbestos. There can be no guarantee that the Enlarged Group will be able to maintain its current
licence beyond March 2009. The imposition of conditions on the licence, the reduction of the licence to a
one year licence or indeed the failure to win another licence beyond March 2009 may have a severe impact
on the business of the Enlarged Group as a whole.

9     Enforcement of legislation
Although legislation imposes duties to manage asbestos, the HSE does not necessarily enforce the legislation
through prosecution or cautionary notices. Any failure to enforce the legislation may reduce the perceived
level of importance of asbestos management and reduce the rate at which customers employ the Enlarged
Group in both consultation and remediation of asbestos.



                                                     22
10    Risks of the Acquisition
The Proposals and future performance of the Enlarged Group are linked to the Acquisition. As with any
acquisition, there are risks involved in the integration of the Acquisition within the Enlarged Group,
achievement of cost synergies and the forecasting of future performance. The Board has undertaken both
financial and legal due diligence to seek to ensure that the Enlarged Group will meet expectations, however
no guarantee can be given that this will be the case.

The Target Group has undertaken some taxation planning in relation to the payment of bonuses and other
remuneration, and certain arrangements have been disclosed to HM Revenue and Customs (HMRC)
pursuant to Part 7 of the Finance Act 2004 (see note 23(d) to the financial information for the years ended
30 September 2005 in respect of Silverdell on page 47 of this Admission Document). Discussions with HM
Revenue and Customs regarding these arrangements are ongoing (see note 25 to the financial information
for the years ended 30 September 2005 in respect of Silverdell on page 48 of this Admission Document).
There can be no guarantee that no additional taxation will be payable in respect of the remuneration planning
which the Target Group has entered into. The Board has been advised that the maximum liability is likely to
be in the region of £930,000. The Tax Deed requires the Covenantors to compensate the Company for such
liability.

11    Risks of potential future acquisitions
In the future, as part of its growth strategy, the Enlarged Group may acquire other companies or businesses.
Acquisitions by the Enlarged Group may require the use of significant amounts of cash, dilutive issues of
equity securities and the incurrence of debt, each of which could materially and adversely affect the Enlarged
Group’s business, results of operations, financial condition or the market price of Ordinary Shares. In
addition, acquisitions involve numerous risks, including difficulties in the assimilation of the operations of
any acquired business or company and the diversion of management’s attention from other business
concerns. While there are currently no commitments or agreements with respect to any acquisitions, if an
acquisition does occur, there can be no assurance that the Enlarged Group’s business, results of operations
or financial conditions would not be materially and adversely affected thereby. The implementation of future
acquisitions which the Enlarged Group may wish to make could be affected by regulatory and other restraints
and factors.

12    Management of growth and acquisitions
The Enlarged Group’s plans to continue its rapid growth, both organic and potentially through further
acquisitions, will place additional demand on the Enlarged Group’s management, customer support,
marketing, administrative and technological resources. If the Enlarged Group is unable to manage its growth
effectively, its business, operations or financial condition may deteriorate.

13    Legislative and regulatory risks
The sectors targeted by the Enlarged Group are by definition subject to changes in legislation and are
therefore subject to uncertainties. As the direction and impact of regulations can be unpredictable, there is a
risk that regulatory developments will not bring about the positive changes and opportunities envisaged, or
that the costs associated with those changes and opportunities will be significantly greater than expected.

14    Lack of trading history
The Company has not, since incorporation, carried on any trading activities. The value of any investment in
the Company is, therefore, wholly dependent upon the Acquisition and the successful implementation of the
strategy described in Part I of this Admission Document.

15    Need for additional financing and dilution
The net proceeds of the Placing will, in all likelihood, be insufficient to fund in full any suitable further
acquisitions identified by the Board. Accordingly, the Company will need to seek additional sources of
financing to implement its growth strategy. There can be no assurance that the Company will be able to raise


                                                      23
those funds, whether on acceptable terms or at all. If further financing is obtained by issuing equity securities
or convertible debt securities, the existing shareholders may be diluted and the new securities may carry
rights, privileges and preferences superior to the Ordinary Shares. The Directors and the Proposed Directors
may seek debt finance to fund all or part of any future acquisition. There can be no assurance that the
Company will be able to raise those debt funds, whether on acceptable terms or at all. If debt financing is
obtained, the Company’s ability to raise further finance and its ability to operate its business may be subject
to restrictions.

16     Dividends
The decision of the Directors and the Proposed Directors as to whether to declare dividends will depend on
factors such as the Enlarged Group’s future financial performance, profits, levels of distributable reserves,
capital requirements and general economic conditions.

17     Controlling shareholder
After the Placing up to approximately 33.15 per cent. of the Company’s issued share capital will be held by
Marwyn Neptune Fund. Marwyn Neptune Fund will therefore be able to exercise significant control over the
Company’s corporate actions without requiring the approval of the Company’s other Shareholders.

18     Directors, Proposed Directors and employees
The Company will be highly dependent on the expertise and continued service of the Directors, the Proposed
Directors and certain of the Vendors. These individuals could terminate their employment agreements and
their loss may have an adverse effect on the Enlarged Group’s business. Furthermore, the ability to attract
and retain individuals is critical to the Enlarged Group’s ongoing business. The failure to attract and retain
those individuals may adversely affect the Enlarged Group’s operations.

In addition, there is a risk that the Company will not be able to recruit executives of sufficient expertise or
experience to maximise any opportunities that present themselves, or that recruiting and retaining those
executives is more costly or takes longer than expected.

The maintenance of the Enlarged Group’s key licences, such as the HSE Asbestos Licence and the Waste
Management Licence for the operation of the hazardous waste transfer station at the Barking site is
dependent on the Enlarged Group continuing to employ the Directors, Proposed Directors and certain of the
Vendors. If those personnel leave the Company and are not replaced with personnel holding equivalent
qualifications and experience then the relevant issuing authority may vary the terms of, or even revoke, the
licence.

19     Value and liquidity of the Ordinary Shares
It may be difficult for an investor to realise his or her investment. The shares of publicly traded emerging
companies have limited liquidity and their share prices can be highly volatile.

The price at which the Ordinary Shares will be traded and the price at which investors may realise their
investment will be influenced by a large number of factors, some specific to the Company and its operations
and others which may affect companies operating within a particular sector or quoted companies generally.

Prospective investors should be aware that the value of the Ordinary Shares could go down as well as up, and
investors may therefore not recover their original investment. Furthermore, the market price of the Ordinary
Shares may not reflect the underlying value of the Company’s net assets.

The investment opportunity offered in this Admission Document may not be suitable for all recipients of this
Admission Document. Potential investors are therefore strongly recommended to consult an independent
financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising
on investments of this nature before making an investment decision.




                                                       24
20    Taxation
There can be no certainty that the current taxation regime in the UK or overseas jurisdictions within which
the Company or the Target Group may operate will remain in force or that the current levels of taxation will
remain unchanged. There can be no assurance that there will be no amendment to the existing taxation laws
applicable to the Company or the Target Group, which may have a material adverse affect on the financial
position of the Company.

21    Availability of tax reliefs
The Company’s strategy will not be influenced by whether or not taxation reliefs such as capital gains tax
taper relief are available to Shareholders and investors should not rely on the availability of those reliefs in
deciding whether to invest in the Company.

22    Forward Looking Statements
This Admission Document contains forward looking statements that relate to the Company’s
prospective financial condition, results of operations, and its business plan, strategies, forecasts,
prospective competitive position, and growth opportunities. This Admission Document also contains
forward looking statements that relate to the market, financial and regulatory environments in which
the Company plans to operate, the plans and objectives of the Company’s management, and various
other matters. These forward looking statements are identifiable by words such as “anticipate”,
“estimate”, “project”, “plan”, “intend”, “expect”, “believe”, “forecast” and similar expressions, and
are located throughout this Admission Document. Prospective investors should be aware that these
statements are estimates, reflecting only the judgment of the Company’s management and prospective
investors should not place reliance on any forward looking statements.

The list of risk factors above does not purport to be a complete enumeration or explanation of the risks
involved in an investment in the Company. Prospective investors should read this entire Admission
Document and consult with their own legal, taxation and financial advisers before deciding to invest
in the Company.




                                                      25
             PART III – SUMMARY DETAILS OF THE ACQUISITION
                          AND PLACING DOCUMENTS

1     Acquisition Agreement
By the Acquisition Agreement, the Company has agreed to acquire the entire issued share capital of
Silverdell and put Silverdell in sufficient funds to discharge all its indebtedness and certain Shareholder
loans, conditional on the Placing Agreement becoming unconditional in accordance with its terms.

The consideration for the acquisition of Silverdell is up to £22,200,000, £16,200,000 to be satisfied on
Completion as to approximately £12.6 million in cash and as to approximately £3.6 million by the issue of
4,801,169 Consideration Shares. The Acquisition Agreement provides for deferred consideration of up to
£6,000,000 to be paid to certain Vendors if:

(a)   the 2007 EBIT exceeds £3,500,000; or

(b)   the 2008 EBIT exceeds £4,500,000,

subject always that the Silverdell Group achieves year-on-year revenue growth of 15 per cent. (the “Deferred
Consideration”).

The Deferred Consideration, which shall be calculated on the basis of £2 for every £1 above the target EBIT
figure for each year set out above (subject to a maximum of £3,000,000 each year) shall be satisfied by the
issue of Loan Notes and of new Ordinary Shares in equal amounts.

Under the terms, conditions and provisions of the Acquisition Agreement:

(a)   Certain of the Vendors have undertaken that, during the period from the date of the Acquisition
      Agreement until completion of the Acquisition Agreement (“SPA Completion”), it will provide the
      Company and its representatives with information relating to the Target Group, procure that the Target
      Group is operated in the ordinary course and procure that certain material matters in relation to the
      operation of the Target Group are not carried out without the consent of the Company;

(b)   the Vendors have provided:

      (i)     certain business and commercial warranties in relation to the Target and its operations and
              business, which are customary for an acquisition of this type and these warranties are repeated
              on SPA Completion; and

      (ii)    an indemnity relating to certain employment matters.

Claims under the warranties are limited to up to £22.2 million and for the period from the date of the
Acquisition Agreement until 6 months after the publication of the accounts for the financial year ending on
30 September 2007. The period in which a tax warranty claim must be brought by the Company is 7 years
from the date of publication of the 30 September 2005 accounts.

2     Tax Deed
By the Tax Deed, the Covenantors have agreed to indemnify the Company against certain prescribed tax
liabilities of the Target Group which may accrue in the period up to the date of Completion. The potential
liability of the Covenantors is limited by the application of certain agreed exclusions and a time limit of 7
years in which the Company must bring any claim under the Tax Deed.

In addition, the Tax Deed contains a number of other clauses which, amongst others, include provisions
governing the treatment of future tax claims against the Target Group, arrangements for completing and
submitting relevant tax documentation to the appropriate authorities and arrangements for dealing with any
disputes with tax authorities in respect of periods beginning before Completion.




                                                     26
3      Lock-in Deed and Orderly Marketing Agreement
By the Lock-in Deed, the Directors, Proposed Directors and certain of the Vendors undertake to Collins
Stewart that, subject to certain exceptions, they shall not effect a disposal of any of the Consideration Shares
within 24 months of Admission without the prior written consent of Collins Stewart.

Following this period, the Directors, Proposed Directors and certain of the Vendors also undertake that for a
further period of six months (subject to certain exceptions) it shall give notice of any intended disposal of
any of the Consideration Shares to Collins Stewart and such disposal shall be carried out through Collins
Stewart, provided they can obtain the price required by the Directors, Proposed Directors and certain of the
Vendors. During this period, the Directors, Proposed Directors and certain of the Vendors have also
undertaken to consult in good faith with Collins Stewart in relation to any disposal of its Ordinary Shares,
including as to the timing of such disposal.

4      Placing Agreement
By the Placing Agreement, Collins Stewart has agreed to act as placing agent to the Company to use its
reasonable endeavours to procure placees to subscribe or purchase the Placing Shares (failing which Collins
Stewart will subscribe for or otherwise take up those securities itself) conditionally on, among other matters,
the Acquisition and the Admission.

If prior to Admission:

•     there shall have been, occurred, happened or come into effect any event or omission which materially
      and adversely affects the financial or trading position of the Enlarged Group taken as a whole, which
      in the opinion of Collins Stewart (acting reasonably) is or will be or is likely to be materially
      prejudicial to the Placing; or

•      there shall have occurred any change in national or international financial, monetary, economic,
       political or stock market conditions, which in the opinion of Collins Stewart (acting reasonably) is or
       will or is likely to be materially prejudicial to the Placing,

then Collins Stewart will promptly consult with the Company and may, during or as soon as practicable
following such consultation, give notice to the Company to terminate the Placing Agreement.

Under the terms, conditions and provisions of this Placing Agreement:

(a)    the Company has agreed to pay Collins Stewart in its role as broker and underwriter on the Placing
       (i) a commission of two per cent. of the aggregate value at the Placing Price of the number of Placing
       Shares placed with certain Placees and a commission of four per cent. in respect of all other Placees;
       and (ii) a corporate finance fee of £100,000, together, in each case, with any related VAT;

(b)    the Company has agreed to pay all other costs and expenses of the Placing; and

(c)    the Company, the Directors and the Proposed Directors have given warranties to Collins Stewart
       relating to the accuracy of the information provided to Collins Stewart and contained in the Admission
       Document and relating to certain other matters in respect of the Company, the Target Group and their
       businesses. The Proposed Directors’ warranties are given only in relation to information relating to the
       Target Group.

The Placing Agreement also contains an indemnity from the Company in favour of Collins Stewart (for itself
and as agent or trustee for its associated persons) in respect of certain liabilities arising out of the carrying
out by Collins Stewart of the Placing.

5      Marwyn Warrant
The Company has agreed to grant the Marwyn Warrant (which is transferable, but not listed) to the Marwyn
Neptune Fund. The Marwyn Warrant grants an option to the Marwyn Neptune Fund to subscribe for
3,220,117 Ordinary Shares, which represents 10 per cent. of the Enlarged Issued Ordinary Share Capital
(calculated on the assumption that all Ordinary Shares which are under option at Admission are not in issue).


                                                       27
The Marwyn Warrant is exercisable at the Placing Price, subject to the following criteria:

(a)   as to 50 per cent. at any time from the Admission Date up to the seventh anniversary of the Admission
      Date, provided that at any time after Admission and prior to the expiry of the option, the mid-market
      price of an Ordinary Share is greater than 133 per cent. of the Placing Price; and

(b)   as to 50 per cent. at any time from the Admission Date up to the seventh anniversary of the Admission
      Date, provided that at any time after Admission and prior to the expiry of the option, the mid-market
      price of an Ordinary Share is greater than 150 per cent. of the Placing Price.

Further information in relation to the Marwyn Warrant is set out in paragraph 4.3 in Part VI.

6     Second Corporate Finance Advisory Agreement
Pursuant to a corporate finance advisory agreement with Marwyn Capital dated 19 June 2006, Marwyn
Capital will provide corporate finance advice to the Company for a period of 12 months. Pursuant to this
agreement Marwyn Capital will receive £250,000 in respect of the Proposals and £15,000 per month in
respect of ongoing corporate finance advice. Marwyn Capital may terminate the appointment immediately
if the Company commits material breach of the terms of the agreement or if the Company fails to accept the
advice of Marwyn Capital on a material matter.




                                                    28
     PART IV – HISTORICAL FINANCIAL INFORMATION ON THE
                   COMPANY AND THE TARGET

      PART A – HISTORICAL FINANCIAL INFORMATION ON THE
                           COMPANY

1.    HISTORICAL FINANCIAL INFORMATION ON BOW LANE CAPITAL PLC
The historical financial information for the Company as at 24 March 2006, the date of incorporation, is set
out below. This historical financial information does not constitute statutory accounts within the meaning of
section 240 of the Companies Act 1985. No statutory accounts have been delivered to the Registrar of
Companies. The historic financial information is the subject of the Accountant’s Report set out in Part A2 of
Part IV of this Admission Document.

                                                                                                           £
Current assets
Debtors - called up share capital not paid                                                                2
                                                                                                    –––––––
Net assets                                                                                                2
                                                                                                    –––––––
Capital
Called up share capital - ordinary shares of £1 (Note 5)                                                  2
                                                                                                    –––––––
Equity shareholders’ funds                                                                                2
                                                                                                    –––––––
Reconciliation of movement in equity shareholders’ funds
For the period from incorporation to 24 March 206

Opening equity shareholders’ funds                                                                        –
Issue of ordinary shares                                                                                  2
                                                                                                    –––––––
Equity shareholders’ funds at 24 March 2006                                                               2
                                                                                                    –––––––
Notes to the Historical Financial Information
For the period ended 24 March 2006

1     Accounting policies
The financial information has been prepared in accordance with generally accepted accounting principles in
the United Kingdom (UK GAAP).

2     Basis of preparation
As at 24 March 2006, the Company had not commenced business operations. Consequently, as at 24 March
2006 the Company has made neither a profit nor a loss; and hence has not presented a profit and loss account,
statement of total recognised gains and losses, or cash flow statement.

The balance sheet has been prepared in accordance with the historical cost convention.

3     Employee information
The Company has no employees.

4     Directors’ emoluments
None of the directors received any remuneration from the Company during the period.



                                                     29
5     Called up share capital
                                                                                           24 March 2006
                                                                                                       £
Authorised:
50,000 ordinary shares of £1 each                                                                  50,000
                                                                                                  –––––––
Allotted, called up and not paid:
2 ordinary shares of £1 each                                                                             2
                                                                                                  –––––––
The Company was incorporated on 24 March 2006, when it issued (at par) 2 ordinary shares of £1 each. As
at 24 March 2006, these shares were unpaid.

6     Events after the balance sheet date
On 29 March 2006, each of the ordinary shares (both issued and unissued) were sub-divided into 10 ordinary
shares of 10 pence. The 2 ordinary shares of £1 each that were issued on incorporation (sub-divided into 10
ordinary shares of 10 pence each) were subsequently transferred to Mark Watts and James Corsellis, partners
of Marwyn Capital LLP.

On the same day, the Company’s authorised share capital was increased to 100,000,000 ordinary shares of
10 pence each, and to 50,000 redeemable preference shares of £1 each. Also on the same day, the 50,000
redeemable preference shares of £1 each were issued (at par) to Marwyn Capital LLP, who undertook to pay
in cash one quarter of the par value of the redeemable preference shares applied for.

On 21 April 2006 the Company completed its intitial public offering (“IPO”) and its Shares were admitted
to AIM. The costs of the IPO were approximately £200,000.

On 23 June 2006 the Company announced its intention to acquire the entire issued and to be issued share
capital of Silverdell (UK) Limited for consideration of up to £22.2 million. To fund the acquisition, the
Company announced its intention to raise an additional £12 million through the issue of 16,000,000 new
Ordinary Shares in the Company.




                                                    30
                          2. ACCOUNTANT’S REPORT ON THE COMPANY
The Board of Directors
on behalf of Bow Lane Capital Plc
20 Black Friars Lane
London
EC4V 6HD

Collins Stewart Limited
9th Floor
88 Wood Street
London
EC2V 7QR

Dear Sirs

Bow Lane Capital Plc (“the Company”)
We report on the financial information set out in Part IV A1 of the AIM Admission Document dated 23 June
2006 of the Company (the “Admission Document”). This financial information has been prepared for
inclusion in the Admission Document on the basis of the accounting policies set out in paragraph 1. This
report is required by Paragraph (a) of Schedule Two to the AIM Rules as if Annex I item 20.1 of the
Prospectus Rules applied and is given for the purpose of complying with that requirement and for no other
purpose.

Responsibilities
The Directors of the Company are responsible for preparing the financial information on the basis of
preparation set out in note 2 to the financial information and in accordance with generally accepted
accounting principles in the United Kingdom (“UK GAAP”).

 It is our responsibility to form an opinion as to whether the financial information gives a true and fair view,
for the purposes of the Admission Document and to report our opinion to you.

Save for any responsibility arising under paragraph (a) of Schedule Two of the AIM 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 accordance with this report or our statement, required by and given solely for the
purposes of complying with Annex 1 item 23.1 of the Prospectus Directive Regulation as applied by
Paragraph (a) of Schedule Two of the AIM Rules, consenting to its inclusion in the Admission Document.

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 financial information. It also included an assessment of significant estimates
and judgments made by those responsible for the preparation of the financial information and whether the
accounting policies are appropriate to the entity’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
financial information is free from material misstatement whether caused by fraud or other irregularity or
error.




                                                      31
Opinion
In our opinion, the financial information gives, for the purposes of the Admission Document a true and fair
view of the state of affairs of the Company as at the date stated and of its results for the period then ended
in accordance with the basis of preparation set out in note 2 and in accordance with UK GAAP.

Yours faithfully



Deloitte & Touche LLP
Chartered Accountants
Deloitte & Touche LLP is the United Kingdom member firm of Deloitte Touche Tohmatsu (“DTT”), a Swiss Verein whose member
firms are separate and independent legal entities. Neither DTT nor any of its member firms has any liability for each other’s acts or
omissions. Services are provided by member firms or their subsidiaries and not by DTT.




                                                                32
             PART B – HISTORICAL FINANCIAL INFORMATION
                            ON THE TARGET

1.    HISTORICAL FINANCIAL INFORMATION ON SILVERDELL (UK) LIMITED
The financial information for Silverdell is set out below. The Directors and Proposed Directors are
responsible for the preparation of the historical financial information and its presentation in accordance with
accounting principles generally accepted in the United Kingdom (“UK GAAP”) and the accounting policies
in Note 1. The historical financial information for the years ended 30 September 2005, 2004 and 2003 has
been audited and is also the subject of the Accountant’s Report set out in Part IV B.2 of this Admission
Document. The audited accounts were filed with the Registrar of Companies and each were accompanied by
an unqualified audit report.

This historical financial information does not constitute statutory accounts under the Act. The historic
financial information does not include the operations of Silverdell LLP, which was acquired in December
2005.




                                                      33
PROFIT AND LOSS ACCOUNTS for the year ended 30 September 2005
                                                                    2003             2004             2005
                                                   Notes               £                £                £
Turnover                                                 2    11,310,563       11,538,471        18,464,318
Cost of sales                                                  8,020,032        7,705,189        13,270,875
                                                              –––––––––        –––––––––         –––––––––
Gross profit                                                   3,290,531        3,833,282         5,193,443
Administrative expenses                                        2,572,690        3,621,178         4,430,759
                                                              –––––––––        –––––––––         –––––––––
Operating profit                                         4       717,841          212,104           762,684
Interest receivable and similar income                             7,882           38,715            33,086
Interest payable and similar charges                     5       10,569           12,420            17,879
                                                              –––––––––        –––––––––         –––––––––
Profit on ordinary activities before taxation                   715,154          238,399           777,891
Tax on profit on ordinary activities                     6      144,034           60,494           224,538
                                                              –––––––––        –––––––––         –––––––––
Profit on ordinary activities after taxation                    571,120          177,905           553,353
Dividends                                                8      192,060          175,950           101,250
                                                              –––––––––        –––––––––         –––––––––
Retained profit for the financial year                          379,060            1,955           452,103

Earnings per share
                                                              ––––––––– ––––––––– –––––––––
Basic and diluted                                        7          72.24           23.37            72.78
                                                              ––––––––– ––––––––– –––––––––
Continuing operations
None of the company’s activities were acquired or discontinued during the periods presented.

Total recognised gains and losses
The company has no recognised gains or losses other than the profit for the periods presented.




                                                    34
BALANCE SHEETS as at 30 September 2005
                                                               2003          2004          2005
                                                 Notes            £             £             £
Fixed assets
Tangible assets                                       9     478,659       495,378       555,592
                                                          –––––––––     –––––––––     –––––––––
Current assets
Stocks                                             10         18,833        28,479        51,496
Debtors                                            11      2,923,624     4,139,878     7,150,256
Cash at bank and in hand                                   1,021,724       463,482       228,096
                                                          –––––––––     –––––––––     –––––––––
                                                           3,964,181     4,631,839     7,429,848
Creditors: amounts falling due within one year     12      2,838,535     3,499,465     5,834,265
                                                          –––––––––     –––––––––     –––––––––
Net current assets                                         1,125,646     1,132,374     1,595,583
                                                          –––––––––     –––––––––     –––––––––
Total assets less current liabilities                      1,604,305     1,627,752     2,151,175
Creditors: amounts falling due after
  more than one year                               13              –             –       (42,822)
Provisions for liabilities and charges             15        (34,739)      (38,231)      (48,729)
                                                          –––––––––     –––––––––     –––––––––
                                                           1,569,566     1,589,521     2,059,624
                                                          ––––––––– ––––––––– –––––––––
Capital and reserves
Called up share capital                            16          9,900        10,350        10,800
Share premium                                      17          5,400        22,950        40,500
Profit and loss account                            17      1,554,266     1,556,221     2,008,324
                                                          –––––––––     –––––––––     –––––––––
Equity shareholders’ funds                         24      1,569,566     1,589,521     2,059,624
                                                          ––––––––– ––––––––– –––––––––




                                                 35
CASH FLOW STATEMENTS for the years ended 30 September 2005
                                                             2003          2004          2005
                                                Notes           £             £             £
Net cash inflow/(outflow) from
  operating activities                            18    1,101,255      (350,538)       (48,509)
Returns on investments and
  servicing of finance                            19        (2,687)      26,295        15,207
Taxation                                          19     (140,071)     (232,017)       (34,957)
Capital expenditure                               19     (137,187)     (159,935)     (198,949)
Equity dividend paid                                     (164,749)     (213,300)     (142,200)
Financing                                         19       (65,726)       18,000        72,809
                                                        –––––––––     –––––––––     –––––––––
Increase/(decrease) in cash in the period                 590,835       (911,495)     (336,599)
                                                        ––––––––– ––––––––– –––––––––
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
for the years ended 30 September 2005
                                                             2003          2004          2005
                                                Notes           £             £             £
Increase/(decrease) in cash in period                     590,835      (911,495)     (336,599)
Cash inflow/(outflow) from hire purchase
  financing                                                67,726              –       (54,809)
                                                        –––––––––     –––––––––     –––––––––
Change in net funds resulting from cash flows             658,561       (911,495)     (391,408)
Net funds at 1 October                                     363,163     1,021,724       110,229
                                                        –––––––––     –––––––––     –––––––––
Net funds/(debt) at 30 September                  20     1,021,724       110,229      (281,179)
                                                        ––––––––– ––––––––– –––––––––




                                                36
NOTES TO THE FINANCIAL INFORMATION for the years ended 30 September 2005

1.     Accounting policies
The financial statements are prepared in accordance with applicable United Kingdom law and accounting
standards. The particular accounting policies adopted by the directors are described below and have been
consistently applied in all years.

Accounting convention
The accounts have been prepared under the historical cost convention.

Turnover
Turnover represents amounts receivable for services provided in the normal course of business, net of trade
discounts, VAT and other sales related taxes.

Profit is recognised on long-term contracts, if the final outcome can be assessed with reasonable certainty,
by including in the profit and loss account turnover and related costs as contract activity progresses. Turnover
is calculated based on agreed stage of completion, in each case on a contract-by-contract basis and after full
provision for any foreseeable losses.

Tangible fixed assets
Tangible fixed assets are stated at historical cost less depreciation and any provision for impairment.
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful
life. Depreciation is provided for a whole year in the year of acquisition.

Plant and machinery                       –          10% on cost
Computers, fixtures and fittings          –          25% and 16.66% on cost
Motor vehicles                            –          25% on reducing balance
Short leasehold improvements              –          10% on cost

Items costing less than £350 are not capitalised and are written off to the profit and loss account when
purchased.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and
slow moving items.

Long Term Contracts
Amounts recoverable on long-term contracts, which are included in debtors, are stated at the net sales value
of the work done less amounts received as progress payments on account. Excess progress payments are
included in creditors as payments on account. Cumulative costs incurred net of amounts transferred to costs
of sales, less provision for contingencies and anticipated future losses on contracts, are included as long term
contract balances in stock.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the
balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling
at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Assets held under hire purchase are included in tangible fixed assets at cost and are depreciated over their
useful lives, the interest element is charged to the profit and loss account over the period of the lease. Assets
obtained under operating leases are not capitalised and rentals paid are charged to the profit and loss account
as incurred.


                                                       37
Pensions
The company operates a defined contribution pension scheme. Contributions payable for the year are
charged in the profit and loss account.

Taxation
Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have
been enacted or substantially enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the
balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a
right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences
between the group’s taxable profits and its results as stated in the financial statements that arise from the
inclusion of gains and losses in tax assessments in periods different from those in which they are recognised
in the financial statements.

A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all
available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from
which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing
differences are expected to reverse, based on tax rates and laws that have been enacted or substantially
enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

2.    Turnover
The activities of the company during 2005, 2004 and 2003 were principally the provision of asbestos
removal services which were substantially all derived and delivered in the UK.

3.    Staff costs
                                                                Year ended       Year ended       Year ended
                                                              30 September     30 September     30 September
                                                                      2003             2004             2005
                                                                         £                £                £
Wages and salaries                                               4,214,617         4,098,638        5,359,212
Social security costs                                              373,571           351,019          546,322
Other pension costs                                                 71,068            89,328          112,177
                                                                –––––––––         –––––––––        –––––––––
                                                                 4,659,256         4,538,985        6,017,711
                                                                ––––––––– ––––––––– –––––––––
The average monthly number of employees during the year were as follows:

                                                                Year ended       Year ended       Year ended
                                                              30 September     30 September     30 September
                                                                      2003             2004             2005
                                                                       No.              No.              No.
Sales, distribution and others                                         80                75              105
Administration                                                         30                34               48
                                                                –––––––––         –––––––––        –––––––––
                                                                      110               109              153
                                                                ––––––––– ––––––––– –––––––––



                                                      38
Directors remuneration
The remuneration of the 5 directors at 30 September 2005 (2004: 5; 2003: 5) was as follows:

                                                             Year ended       Year ended        Year ended
                                                           30 September     30 September      30 September
                                                                   2003             2004              2005
                                                                      £                £                 £
Basic salary                                                    420,818           433,334          440,000
Bonuses and Benefits in kind                                    158,382           911,566        1,009,200
Company contributions to defined contribution schemes            57,447            69,064           61,787
                                                              –––––––––        –––––––––        –––––––––
                                                                636,647         1,413,964        1,510,987
                                                              ––––––––– ––––––––– –––––––––
In addition to the above the wives and other close family members received remuneration of £65,000 (2004:
£48,000; 2003: £33,000) for services provided to the Company.

Pensions
The number of directors who were members of pension schemes was as follows:

                                                             Year ended       Year ended        Year ended
                                                           30 September     30 September      30 September
                                                                   2003             2004              2005
                                                                    No.              No.               No.
Defined contribution scheme                                            5                5                5
                                                              ––––––––– ––––––––– –––––––––
Highest paid director
The above amounts for remuneration include the following in respect of the highest paid director:

                                                             Year ended       Year ended        Year ended
                                                           30 September     30 September      30 September
                                                                   2003             2004              2005
                                                                      £                £                 £
Basic salary                                                    146,314          150,000          150,000
Bonus and benefits in kind                                       79,425          435,670          253,207
Contributions to defined contribution schemes                    39,783           51,250           45,849
                                                              –––––––––        –––––––––        –––––––––
                                                                265,522          636,920          449,056
                                                              ––––––––– ––––––––– –––––––––
4.    Operating profit
The operating profit is stated after charging:

                                                             Year ended       Year ended        Year ended
                                                           30 September     30 September      30 September
                                                                   2003             2004              2005
                                                                      £                £                 £
Depreciation – owned assets                                      139,091         130,101            131,768
Depreciation – assets on hire purchase contracts                       –               –              6,090
Loss on disposal of fixed assets                                   1,879          13,115                877
Audit fee                                                         11,000          11,500             13,000
Auditors’ remuneration for non-audit work                         26,250          25,000             28,753
Operating lease rentals: land and buildings                       61,305          66,088             84,072
Other non-recurring items                                        111,000         236,000            131,000
                                                              ––––––––– ––––––––– –––––––––
                                                    39
A more detailed analysis of total auditor’s remuneration is provided below:
                                                               Year ended       Year ended       Year ended
                                                             30 September     30 September     30 September
                                                                     2003             2004             2005
                                                                        £                £                £
Services as auditors                                                11,000            11,500        13,000
Tax advisory services                                                6,000             7,000          7,000
Other non-audit services:
Consulting services                                                20,250             18,000        21,753
                                                                –––––––––          –––––––––     –––––––––
                                                                   37,250             36,500        41,753
                                                                ––––––––– ––––––––– –––––––––
5.    Interest payable and similar charges
                                                                      2003             2004           2005
                                                                         £                £              £
Bank interest                                                           –             12,420        17,250
Interest on overdue tax                                             7,805                  –             –
Hire purchase interest                                              2,764                  –           629
                                                                –––––––––          –––––––––     –––––––––
                                                                   10,569             12,420        17,879
                                                                ––––––––– ––––––––– –––––––––
6.    Taxation

Analysis of the tax charge
The tax charge on the profit on ordinary activities for the year was as follows:

                                                               Year ended       Year ended       Year ended
                                                             30 September     30 September     30 September
                                                                     2003             2004             2005
                                                                        £                £                £
Current tax:
UK corporation tax                                                232,017             57,002       236,085
Over provision in prior year                                       (87,326)                –        (22,045)
                                                                –––––––––          –––––––––     –––––––––
Total current tax                                                 144,691             57,002       214,040
                                                                –––––––––          –––––––––     –––––––––
Deferred tax:
Origination and reversal of timing differences                       2,194             3,492        10,498
Prior year’s overprovision                                          (2,851)                –             –
                                                                –––––––––          –––––––––     –––––––––
Total deferred tax                                                    (657)            3,492        10,498
                                                                –––––––––          –––––––––     –––––––––
Tax on profit on ordinary activities                              144,034             60,494       224,538
                                                                ––––––––– ––––––––– –––––––––
UK corporation tax has been charged at 30% (2004: 19%; 2003: 30%).




                                                     40
Factors affecting the tax charge
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is
explained below:

                                                                        2003            2004            2005
                                                                           £               £               £
Profit on ordinary activities before tax                             715,154         238,399         777,891
Profit on ordinary activities multiplied by the standard rate of
  corporation tax in the UK of 30% (2004: 19%; 2003: 30%)            214,546          45,296         233,367
Effects of:
Permanent differences                                                  19,505         15,097           31,019
Timing differences (accelerated capital allowances)                    (2,194)         (3,492)        (10,498)
Amortization of leasehold property                                        160             101             160
Marginal relief                                                             –               –         (17,962)
Overprovision in prior year                                           (87,326)              –         (22,046)
                                                                   –––––––––       –––––––––       –––––––––
Current tax charge                                                   144,691          57,002         214,040
                                                                   ––––––––– ––––––––– –––––––––
In 2004 the company paid corporation tax at the small companies rate of 19% due to the profits chargeable
to corporation tax for that period being below the statutory threshold.

7.     Earnings per share
The calculations of earnings per share are based on the following profits and numbers of shares:

                                                                 Year ended        Year ended      Year ended
                                                               30 September      30 September    30 September
                                                                       2003              2004            2005
                                                                          £                 £               £
Basic and diluted                                                      72.24           23.37           72.78
Profit for the financial year                                        715,153         238,399         777,891
                                                                   ––––––––– ––––––––– –––––––––
                                                                      2003              2004            2005
                                                               No of shares      No of shares    No of shares
Weighted average number of shares                                       9,900         10,200          10,688

There are no options or other dilutive instruments in issue.
                                                                   ––––––––– ––––––––– –––––––––
8.     Dividends
                                                                 Year ended        Year ended      Year ended
                                                               30 September      30 September    30 September
                                                                       2003              2004            2005
                                                                          £                 £               £
Equity shares: ordinary shares of £1 each
Interim dividend                                                     102,960         124,200          90,450
Final proposed dividend                                               89,100          51,750          10,800
Total dividend                                                       192,060         175,950         101,250
                                                                   ––––––––– ––––––––– –––––––––




                                                      41
9.     Tangible fixed assets
                                    Short
                                leasehold                     Computers,
                                 improve-     Plant and          fixtures            Motor
                                    ments     machinery       and fittings         vehicles              Total
Cost                                    £             £                  £                £                  £
At 1 October 2002                  5,337        475,771            58,030         453,117              992,255
Additions                              –        120,150            17,287            3,500             140,937
Disposals                              –               –           (5,052)         (22,910)            (27,962)
                               –––––––––      –––––––––        –––––––––        –––––––––           –––––––––
At 1 October 2003                  5,337        595,921            70,265         433,707            1,105,230
Additions                              –        121,303             9,832           29,800             160,935
Disposals                              –         (41,202)         (13,758)         (46,960)           (101,920)
                               –––––––––      –––––––––        –––––––––        –––––––––           –––––––––
At 1 October 2004                  5,337        676,021            66,339         416,547            1,164,244
Additions                              –        156,941            52,438            4,500             213,879
Disposals                              –         (21,340)         (18,395)         (52,220)            (91,955)
                               –––––––––      –––––––––        –––––––––        –––––––––           –––––––––
At 30 September 2005               5,337        811,622          100,382          368,827            1,286,168
                               –––––––––      –––––––––        –––––––––        –––––––––           –––––––––
Depreciation
At 1 October 2002                  2,713        248,747            33,943         224,410             509,813
Charge for year                      534          69,435           12,477           56,645            139,091
Eliminated on disposal                 –               –           (5,052)         (17,281)            (22,333)
                               –––––––––      –––––––––        –––––––––        –––––––––           –––––––––
At 1 October 2003                  3,247        318,182            41,368         263,774             626,571
Charge for year                      533          67,602           14,577           47,389            130,101
Eliminated on disposal                 –         (38,361)         (12,663)         (36,781)            (87,805)
                               –––––––––      –––––––––        –––––––––        –––––––––           –––––––––
At 1 October 2004                  3,780        347,423            43,281         274,382             668,866
Charge for year                      534          81,146           23,268           32,910            137,858
Eliminated on disposal                 –         (20,610)         (18,343)         (37,195)            (76,148)
                               –––––––––      –––––––––        –––––––––        –––––––––           –––––––––
At 30 September 2005               4,314        407,959            48,206         270,097             730,576
                               –––––––––      –––––––––        –––––––––        –––––––––           –––––––––
Net book value
At 30 September 2005               1,023         403,663           52,176           98,730            555,592
At 30 September 2004
                               ––––––––– ––––––––– ––––––––– ––––––––– –––––––––
                                   1,557         328,599           23,057          142,165            495,378
At 30 September 2003
                               ––––––––– ––––––––– ––––––––– ––––––––– –––––––––
                                   2,090         277,739           28,897          169,933            478,659
                               ––––––––– ––––––––– ––––––––– ––––––––– –––––––––
Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
                                                                                                    Plant and
                                                                                                    machinery
Cost                                                                                                        £
At 30 September 2003 and 2004                                                                               –
Additions                                                                                              60,900
                                                                                                     –––––––
At 30 September 2005                                                                                   60,900
                                                                                                     –––––––
Depreciation
At 30 September 2003 and 2004                                                                               –
Charge for the year                                                                                     6,090
                                                                                                      –––––––
At 30 September 2005                                                                                    6,090
                                                                                                      –––––––
Net book value
At 30 September 2005                                                                                   54,810
                                                                                                      –––––––
At 30 September 2003 and 2004                                                                               –
                                                                                                      –––––––
                                                    42
10.   Stocks
                                                                    2003            2004            2005
                                                                       £               £               £
Raw materials                                                     18,833          28,479           51,496
                                                              ––––––––– ––––––––– –––––––––
There is no material difference between the balance sheet value of stocks and replacement value.

11.   Debtors
                                                                    2003            2004            2005
                                                                       £               £               £
Amounts falling due within one year:
Trade debtors                                                  2,307,907       3,666,315        5,975,362
Amounts receivable on contracts                                  287,247         255,142          724,574
Other debtors and prepayments                                     82,029         103,380          450,320
                                                              –––––––––       –––––––––        –––––––––
                                                               2,677,183       4,024,836        7,150,256
Amounts falling due after more than one year:
Trade debtors                                                    246,441         115,041                –
                                                              –––––––––       –––––––––        –––––––––
Total debtors                                                  2,923,624       4,139,878        7,150,256
                                                              ––––––––– ––––––––– –––––––––
12.   Creditors: Amounts falling due within one year
                                                                    2003            2004            2005
                                                                       £               £               £
Bank loans and overdrafts                                              –         353,253          454,466
Hire purchase contracts (see note 14)                                  –               –           19,968
Trade creditors                                                1,103,032       1,394,575        2,378,807
Corporation tax                                                  232,017          57,002          236,085
Social security and other taxes                                  567,111         680,835          798,858
Proposed dividends                                                89,100          51,750           10,800
Other creditors and accruals                                     846,793         938,968          911,455
Directors’ current accounts                                          482          23,082        1,023,826
                                                              –––––––––       –––––––––        –––––––––
                                                               2,838,535       3,499,465        5,834,265
                                                              ––––––––– ––––––––– –––––––––
The bank overdraft is secured by a fixed and floating charge over the assets of the company and by the
personal guarantees of directors.

13.   Creditors: Amounts falling due after more than one year
                                                                    2003            2004            2005
                                                                       £               £               £
Hire purchase contracts (see note 14)                                 –               –           34,841
Other creditors and accruals                                          –               –            7,981
                                                              –––––––––       –––––––––        –––––––––
                                                                      –               –           42,822
                                                              ––––––––– ––––––––– –––––––––




                                                   43
14.   Obligations under hire purchase contracts and leases
                                                                         Hire purchase contracts
                                                                    2003           2004              2005
                                                                       £              £                 £
Gross obligations repayable:
Within one year                                                      –                –           23,682
Between one and five years                                           –                –           37,215
                                                             –––––––––        –––––––––        –––––––––
                                                                     –                –           60,897
                                                             ––––––––– ––––––––– –––––––––
Finance charges repayable:
Within one year                                                      –                –            3,714
Between one and five years                                           –                –            2,374
                                                             –––––––––        –––––––––        –––––––––
                                                                     –                –            6,088
                                                             ––––––––– ––––––––– –––––––––
Net obligations repayable:
Within one year                                                      –                –           19,968
Between one and five years                                           –                –           34,841
                                                             –––––––––        –––––––––        –––––––––
                                                                     –                –           54,809
                                                             ––––––––– ––––––––– –––––––––
Annual commitments under operating leases are as follow:

                                          Land and buildings                  Other operating leases
                                  2003           2004        2005          2003        2004          2005
                                     £              £           £             £            £            £
Expiring:
Within one year                     246            255          –       3,686         3,064       19,224
Between one and five years       33,000         41,000     41,000       4,442       118,215      153,929
In more than five years          20,000         38,000     38,000           –             –            –
                               ––––––––       ––––––––   ––––––––    ––––––––      ––––––––     ––––––––
                                 53,246         79,255     79,000       8,128       121,279      173,153
                               –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
15.   Provisions for liabilities and charges
                                                                    2003            2004             2005
                                                                       £               £                £
Deferred tax
Accelerated capital allowances                                  34,739            38,231           48,729
                                                             ––––––––– ––––––––– –––––––––
                                                                                              Deferred tax
                                                                                                         £
Balance at 1 October 2002                                                                         35,396
Excess capital allowances over depreciation                                                         (657)
                                                                                                 –––––––
Balance at 30 September 2003                                                                      34,739
Balance at 1 October 2003
                                                                                                 –––––––
                                                                                                  34,739
Profit and loss charge                                                                             3,492
                                                                                                 –––––––
Balance at 1 October 2004                                                                         38,231
Profit and loss charge                                                                            10,498
                                                                                                 –––––––
Balance at 30 September 2005                                                                      48,729
                                                                                                 –––––––
                                                    44
16.   Called up share capital
Authorised                                     Nominal             2003            2004             2005
number:                            Class:       Value:                £               £                £
100,000 (2004:100,000;
  2003: 10,000)                Ordinary               £1        10,000         100,000          100,000
10,000                         B shares               £1        10,000          10,000           10,000
                                                             –––––––––       –––––––––        –––––––––
                                                                20,000         110,000          110,000
                                                             ––––––––– ––––––––– –––––––––
Allotted, issued                               Nominal             2003            2004             2005
and fully paid:                    Class:       Value:                £               £                £
10,800 (2004:10,350;
  2003: 9,900)                 Ordinary               £1          9,900          10,350           10,800
                                                             ––––––––– ––––––––– –––––––––
In each of 2004 and 2005 the company allotted 450 ordinary shares in each year with a nominal value of £1
each at a premium of £39 per share. In 2003 the company allotted 200 ordinary shares with a nominal value
of £1 each at a premium of £9 per share.

17.   Reserves
                                                                  Profit
                                                                and loss           Share
                                                                account         premium             Total
                                                                       £               £                £
At 1 October 2002                                             1,175,206          3,600         1,178,806
Retained profit for the year                                    379,060              –           379,060
Issue of 200 shares at £9 premium each                                –          1,800             1,800
                                                             –––––––––       –––––––––        –––––––––
At 1 October 2003                                             1,554,266          5,400         1,559,666
Retained profit for the year                                      1,955              –             1,955
Issue of new shares                                                   –         17,550            17,550
                                                             –––––––––       –––––––––        –––––––––
At 1 October 2004                                             1,556,221         22,950         1,579,171
Retained profit for the year                                    452,103              –           452,103
Issue of new shares                                                   –         17,550            17,550
                                                             –––––––––       –––––––––        –––––––––
At 30 September 2005                                          2,008,324         40,500         2,048,824
                                                             ––––––––– ––––––––– –––––––––
18.   Reconciliation of operating profit to net cash inflow/(outflow) from operating activities
                                                             Year ended      Year ended      Year ended
                                                           30 September    30 September    30 September
                                                                   2003            2004            2005
                                                                      £               £               £
Operating profit                                                717,841         212,104          762,684
Depreciation                                                    139,091         130,101          137,858
Loss on disposal of fixed assets                                  1,879          13,115              877
Decrease/increase in stocks                                      15,789          (9,646)         (23,017)
Increase in debtors                                            (418,138)     (1,216,254)      (3,010,378)
Increase in creditors                                           644,793         520,042        2,083,467
                                                             –––––––––       –––––––––        –––––––––
Net cash (outflow)/inflow from operating activities           1,101,255        (350,538)         (48,509)
                                                             ––––––––– ––––––––– –––––––––

                                                   45
19.   Analysis of cash flows for headings netted in the cash flow statement
                                                                   2003            2004             2005
                                                                      £               £                £
Returns on investments and servicing of finance
Interest received                                                 7,882           38,715          33,086
Interest paid                                                    (7,805)         (12,420)        (17,250)
Interest element of hire purchase payments                       (2,764)               –            (629)
                                                             –––––––––        –––––––––       –––––––––
Net cash (outflow)/inflow for returns on investments
  and servicing of finance                                       (2,687)         26,295           15,207
                                                             ––––––––– ––––––––– –––––––––
                                                                   2003            2004             2005
                                                                      £               £                £
Taxation
Taxation paid                                                  (140,071)        (232,017)        (54,939)
Taxation refund                                                       –                –          19,982
                                                             –––––––––        –––––––––       –––––––––
Net cash outflow for taxation                                  (140,071)        (232,017)        (34,957)
                                                             ––––––––– ––––––––– –––––––––
Capital expenditure
Purchase of tangible fixed assets                              (140,937)        (160,935)       (213,879)
Sale of tangible fixed assets                                     3,750            1,000          14,930
                                                             –––––––––        –––––––––       –––––––––
Net cash outflow for capital expenditure                       (137,187)        (159,935)       (198,949)
                                                             ––––––––– ––––––––– –––––––––
Financing
(Repayments of)/funding obtained
  under hire purchase financing                                 (67,726)              –          54,809
Share issue                                                       2,000          18,000          18,000
                                                             –––––––––        –––––––––       –––––––––
Net cash (outflow)/inflow from financing                        (65,726)         18,000          72,809
                                                             ––––––––– ––––––––– –––––––––
20.   Analysis of movement in net funds/(debt)
                                                                                                      At
                                           At 1 October    At 1 October                     30 September
                                                  2003            2004        Cash flow             2005
                                                      £               £               £                £
Net cash:
Cash at bank and in hand                      1,021,724         463,482         (235,386)        228,096
Bank overdraft                                        –        (353,253)        (101,213)       (454,466)
                                             –––––––––       –––––––––        –––––––––       –––––––––
                                              1,021,724         110,229         (336,599)       (226,370)
                                             –––––––––       –––––––––        –––––––––       –––––––––
Debt:
Hire purchase financing                               –              –           (54,809)        (54,809)
                                             –––––––––       –––––––––        –––––––––       –––––––––
Net funds/(debt)                              1,021,724        110,229          (391,408)       (281,179)
                                             ––––––––– ––––––––– ––––––––– –––––––––
21.   Pension commitments
The company operates a defined contribution pension scheme for its directors and employees. The assets of
the scheme are held separately from those of the company in an independently administered fund. At the
balance sheet date there were no unpaid contributions. The pension cost charge for the year was £112,177
(2004: £89,328; 2003: £71,068).


                                                   46
22.   Capital commitments
The company had no capital commitments at 30 September 2005 (2004: nil; 2003: nil).

23.   Related party disclosures
(a)   The directors and shareholders of the company are also members of Silverdell Management Services
      LLP (Silverdell LLP), a limited liability partnership. Transactions with Silverdell LLP were as
      follows:

                                                                     2003             2004             2005
                                                                        £                £                £
      Sales from Silverdell LLP to Silverdell UK Limited          507,828          316,056          810,833
      Rechargeable expenses                                        44,196           11,776           15,799
      Silverdell LLP work in progress at the year end             175,000                –                –

      The net amount owed to Silverdell LLP
                                                               ––––––––– ––––––––– –––––––––
      at the year end is:                                         398,215           59,210          606,473
                                                               ––––––––– ––––––––– –––––––––
(b)   D J Spicer received nil (2004: £750; 2003: £9,000) from the company in respect of property rents.

(c)   Mrs S Farmer, wife of director, Mr W R Farmer, sold her car to Silverdell (UK) Limited for the sum
      of £4,500 during 2005.

(d)   During the year ended 30 September 2005, D J Spicer, D T Spicer, M Roberts, W Farmer and S Nutley
      entered into arrangements whereby they directed that shares awarded to them in recently incorporated
      subsidiary companies of Silverdell UK Ltd were transferred to life interest settlements established for
      each director.

      The amount of the awards and the details of the companies concerned is set out below:

      Name                Share class                       Company
      Mark Roberts        £139,999 B ordinary shares        Lowe Ventures Limited – incorporated in
                          £1 A ordinary share               the British Virgin Isles
      Wayne Farmer        £194,999 B ordinary shares        Pincerton Ventures Limited – incorporated
                          £1 A ordinary share               in the British Virgin Isles
      Daniel T Spicer     £179,999 B ordinary shares        Red Engine Limited – incorporated in the
                          £1 A ordinary share               British Virgin Isles
      Sean Nutley         £284,999 B ordinary shares        Run Acres Holdings Limited – incorporated
                          £1 A ordinary share               in the British Virgin Isles
      Daniel J Spicer     £399,999 B ordinary shares        Neon Folder Limited – incorporated in the
                          £1 A ordinary share               British Virgin Isles

      None of the above companies traded between incorporation and the awarding of the shares to the
      named individuals and accordingly none have been consolidated in the Company’s results.




                                                    47
24.    Reconciliation of movements in equity shareholders’ funds
                                                                     2003             2004            2005
                                                                        £                £               £
Profit for the financial year                                     571,120          177,905         553,353
Dividends                                                        (192,060)        (175,950)       (101,250)
                                                               –––––––––        –––––––––       –––––––––
                                                                  379,060            1,955         452,103
Issue of £1 ordinary shares                                           200              450             450
Share premium on issue of shares                                    1,800           17,550          17,550
                                                               –––––––––        –––––––––       –––––––––
Net addition to equity shareholders’ funds                        381,060           19,955         470,103
Opening shareholders’ funds                                     1,188,506        1,569,566       1,589,521
                                                               –––––––––        –––––––––       –––––––––
Closing equity shareholders’ funds                              1,569,566        1,589,521       2,059,624
                                                               ––––––––– ––––––––– –––––––––
Equity interests                                                1,569,566        1,589,521       2,059,624
                                                               ––––––––– ––––––––– –––––––––
25.    Contingent Liability
There is currently an open HMRC enquiry regarding a scheme which minimises the PAYE and national
insurance contributions payable on moneys paid to Directors. The Directors believe that the scheme has been
established in accordance with current tax law and practice. However, if the HMRC successfully pursues its
investigation, then in the event of an unfavourable outcome the Company may be liable to pay the PAYE and
national insurance contributions on the moneys paid to the Directors. The Directors believe that as at June
2006 the maximum potential liability, including fines and interest, is approximately £930,000. The Directors
have indemnified the Company against any related PAYE which becomes payable and accordingly the net
contingent liability is approximately £200,000.

26.    Subsequent events
On 21 December 2005, Silverdell UK Limited acquired the business of Silverdell Management Services
LLP, a limited liability partnership owned by the directors of the company. The consideration terms of the
acquisition were satisfied by the issue of £5,500,000 10 per cent. loan notes due in 2009 by the company to
the partners of the LLP.

27.    Ultimate controlling party
The company is under the control of D J Spicer and his son, D T Spicer, who between them own 6,139 shares
(2003: 5,639; 2004: 5,889 shares) (57 per cent. of the equity shares issued).




                                                    48
                   2. ACCOUNTANT’S REPORT ON SILVERDELL (UK) LIMITED
The Board of Directors
on behalf of Bow Lane Capital Plc
20 Black Friars Lane
London
EC4V 6HD

Collins Stewart Limited
9th Floor
88 Wood Street
London
EC2V 7QR

Dear Sirs

Silverdell (UK) Limited (“the Target”)
We report on the financial information set out in Part IV B.1 of the AIM Admission Document dated 23 June
2006 of the Target (the “Admission Document”). This financial information has been prepared for inclusion
in the Admission Document on the basis of the accounting policies set out in note 1. This report is required
by Paragraph (a) of Schedule Two to the AIM Rules as if Annex I item 20.1 of the Prospectus Rules applied
and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities
The Directors of the Target are responsible for preparing the financial information on the basis of preparation
set out in note 1 to the financial information and in accordance with generally accepted accounting principles
in the United Kingdom (“UK GAAP”).

It is our responsibility to form an opinion as to whether the financial information gives a true and fair view,
for the purposes of the Admission Document and to report our opinion to you.

Save for any responsibility arising under paragraph (a) of Schedule Two of the AIM 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 accordance with this report or our statement, required by and given solely for the
purposes of complying with Annex 1 item 23.1 of the Prospectus Directive Regulation as applied by
Paragraph (a) of Schedule Two of the AIM Rules, consenting to its inclusion in the Admission Document.

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 financial information. It also included an assessment of significant estimates
and judgments made by those responsible for the preparation of the financial information and whether the
accounting policies are appropriate to the entity’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
financial information is free from material misstatement whether caused by fraud or other irregularity or
error.




                                                      49
Opinion
In our opinion, the financial information gives, for the purposes of the Admission Document a true and fair
view of the state of affairs of the Target as at the dates stated and of its profits and cash flows for the periods
then ended in accordance with the basis of preparation and UK GAAP as described in note 1.

Yours faithfully



Deloitte & Touche LLP
Chartered Accountants
Deloitte & Touche LLP is the United Kingdom member firm of Deloitte Touche Tohmatsu (“DTT”), a Swiss Verein whose member
firms are separate and independent legal entities. Neither DTT nor any of its member firms has any liability for each other’s acts or
omissions. Services are provided by member firms or their subsidiaries and not by DTT.




                                                                50
             PART V – PRO FORMA FINANCIAL INFORMATION ON
                          THE ENLARGED GROUP

PRO FORMA STATEMENT OF NET ASSETS
The unaudited consolidated pro forma statement of net assets set out below has been prepared to illustrate
the effect of the acquisition of Silverdell and its subsidiary, Silverdell LLP and the receipt of the proceeds of
the Transaction and the proceeds from Admission as if it had taken place on 30 September 2005. Silverdell
LLP was acquired by Silverdell on 21 December 2005. Due to its nature, the unaudited pro forma statement
of net assets addresses a hypothetical situation and, therefore, does not represent the Company’s actual
financial position or results.

The unaudited pro forma statement of net assets is compiled on the basis set out below and takes no account
of any trading activity or other transactions since 30 September 2005.

                                                      Adjustments
                          For the               Acquisition                                           Net
                         year 30   Acquisition   Silverdell                                      proceeds
                       September    Silverdell Management Consolidation                             of the        Pro forma
                            2005 (UK) Limited Services LLP adjustments                            Placing         net assets
                          Note 1       Note 2       Note 3        Note 4                           Note 5               total
                           £’000        £’000        £’000        £’000                             £’000             £’000
Fixed assets
Tangible assets                   –              556               126                  –                 –              682

Current assets
Stocks                            –               51                83                 –                  –              134
Debtors                           –            7,150               910              (622)                 –            7,438
Cash at bank and in
  hand                            –              228               141                  –            3,600             3,969

                                  –            7,429              1,134             (622)            3,600            11,541
Creditors:
amounts falling due
  within one year                 –           (5,834)             (243)              622                 –            (5,455)
Net current assets                –            1,595               891                 –             3,600             6,086

Total assets less current
  liabilities                     –            2,151              1,017                 –            3,600             6,768

Creditors:
amounts falling due after
  more than one year              –              (43)               (88)          (5,500)            3,600              (131)
Provisions for liabilities
  and charges                     –              (49)                 –                 –                 –               (49)

Net assets                        –            2,059               929            (5,500)            9,100             6,588
1.   The net assets of Bow Lane Capital Plc have been extracted without material adjustment from the Historical Financial
     Information presented in the Part IV of this document as at 24 March 2006. Bow Lane Capital Plc has not traded since
     incorporation on 24 March 2006.
2.   The net assets of Silverdell (UK) Limited have been extracted without material adjustment from the Historical Financial
     Information presented in Part IV of this document for the year ended 30 September 2005.
3.   The adjustment represents the acquisition of Silverdell LLP which occurred on 21 December 2005. The figures have been
     extracted from the unaudited financial statements of Silverdell LLP as at 30 September 2005, which are available from the
     Register of Companies.




                                                             51
4.   The adjustment reflects the net asset position of Silverdell following the acquisition of Silverdell LLP. The acquisition was settled
     for consideration of £5.5 million in loan notes, granted to the partners of Silverdell LLP. A further adjustment has been posted
     to reflect the elimination of balances owed to or by Silverdell LLP as at 30 September 2005.
5.   The adjustment shows the proceeds of the flotation of £12 million, net of expenses of £1.5 million, raised as part of the
     Transaction plus equity finance raised by Bow Lane Capital on 21 April 2006. The net proceeds of £10.5 million are intended to
     be allocated as follows:

                                                                                                                                  £’000
Cash payment to Shareholders of Silverdell (UK) Limited                                                                            7.1
Repayment of shareholder loan                                                                                                      5.5
                                                                                                                               –––––––
Total cash consideration for purchase of Silverdell (UK) Limited                                                                  12.6
                                                                                                                               –––––––
Cash                                                                                                                               3.6
                                                                                                                               –––––––
                                                                                                                                  16.2

Satisfied by:
                                                                                                                               –––––––
Net proceeds from admission of Bow Lane Capital to AIM                                                                             5.7
Net proceeds from the Transaction                                                                                                 10.5
                                                                                                                               –––––––
                                                                                                                                  16.2
                                                                                                                               –––––––
PRO FORMA STATEMENT OF PROFIT & LOSS
The unaudited pro forma profit & loss statement set out below has been prepared by the directors of Bow
Lane Capital to illustrate the effect of the acquisition of Silverdell (UK) Limited and its subsidiary, Silverdell
Management Services LLP and the receipt of the proceeds of the transaction and the proceeds from the
admission to AIM of Bow Lane Capital, as if it had taken place on 1 October 2004. This includes illustrating
the acquisition of Silverdell Management Services LLP by Silverdell (UK) Limited which took place on 21
December 2005.
Due to its nature, the unaudited pro forma profit & loss statement addresses a hypothetical situation and,
therefore, does not represent the Company’s actual financial position or results.
The unaudited pro forma profit & loss statement is compiled on the basis set out below. It takes no account
of any trading activity or other transactions since 30 September 2005.
                                                                               Adjustments
                                       For the                                  Silverdell                                 Pro forma
                                year ended 30              Silverdell        Management Intercompany                     profit & loss
                              September 2005            (UK) Limited         Services LLP  transactions                          total
                                       Note 1                 Note 2               Note 3     Note 4, 5                         Note 6
                                        £’000                  £’000                £’000        £’000                          £’000
Turnover                                          –             18,464                 1,856                  (799)              19,521
Cost of sales                                     –            (13,271)                 (311)                  799              (12,783)
Gross profit                                      –              5,193                 1,545                     –                6,738
Administrative expenses                           –             (4,431)                 (481)                    –               (4,912)
Operating profit                                  –                762                 1,064                     –                1,826
Net interest receivable                           –                 15                     2                     –                   17
Profit on ordinary activities
  before taxation                                 –                 778                1,066                      –               1,844
Tax on profit on ordinary
  activities                                      –                (225)                (320)                     –                 (545)
Profit on ordinary activities
  after taxation                                  –                 553                   746                     –               1,299
Dividends                                         –                (101)                    –                     –                (101)
Retained profit for the
  financial year                                  –                 452                   746                     –               1,198


                                                                   52
1.   Bow Lane Capital PLC has not traded since incorporation on 24 March 2006.
2.   The profit & loss statement of Silverdell (UK) Limited has been extracted without material adjustment from the Historical
     Financial Information presented in Part IV of this document for the year ended 30 September 2005.
3.   The profit & loss statement has been extracted from the unaudited financial statements of Silverdell Management Services LLP,
     for the year ended 30 September 2005, which are available from the Register of Companies. In the unaudited financial statements
     of Silverdell LLP no tax charge has been recorded as tax is a matter for the individual partners rather than the partnership. An
     adjustment has been made to reflect a tax charge of 30 per cent. of the profit before tax which represents the statutory tax rate
     that would have applied had Silverdell LLP been a wholly owned subsidiary of Silverdell.
4.   The adjustment reflects the elimination of trading between Silverdell (UK) Limited and Silverdell Management Services LLP for
     the year ended 30 September 2005.
5.   Silverdell (UK) Limited will be liable to corporation tax on the trading results of Silverdell Management Services LLP from the
     date at which the activities of the partnership were transferred into Silverdell (UK) Limited.
6.   No account has been taken of the interest receivable on the proceeds received from the admission of Bow Lane Capital to AIM
     or the Transaction.




                                                                 53
                      PART VI – ADDITIONAL INFORMATION
The information in this section includes a summary of some of the provisions of the Memorandum and
Articles of the Company and is provided subject to the general provisions of each of those documents.

The Shares are only suitable for investors who understand, or who have been advised of the potential risk of
capital loss from an investment in the Shares and that there may be limited liquidity in the Shares and the
underlying investments of the Company, and for whom an investment in the Shares is part of a diversified
portfolio and who fully understand and are willing to assume the risks involved with an individual investment
in the Shares.

1     Incorporation and administration
The Company was incorporated as a public company with limited liability in England under the Act on 24
March 2006 with registered number 5755897. The registered office of the Company is 20 Black Friars Lane,
London EC4V 6HD. The Company operates under the Act (and regulations made pursuant to the Act) and
having no subsidiaries or employees.

The Directors and the Proposed Directors confirm that the Company has not traded and no statutory accounts
of the Company have been made up since its incorporation on 24 March 2006. The Company’s accounting
period will terminate on 31 December of each year, with the first period ending on 31 December 2006.

Changes in the authorised and issued share capital of the Company since incorporation appear in section 2
below.

Deloitte & Touche LLP has been the only auditor of the Company since its incorporation.

2     Share capital
The authorised share capital of the Company on incorporation was £50,000 divided into 50,000 shares of 10
pence each. On incorporation, 2 Ordinary Shares were issued, fully paid to the subscribers to the
memorandum of association. Pursuant to a meeting of the Board held shortly after incorporation the
authorised share capital was increased to £10,050,000 divided into 100,000,000 ordinary shares of 10 pence
each and 50,000 redeemable preference shares of £1.00 each. The 50,000 redeemable preference shares were
issued on incorporation redeemed on admission on 21 April 2006.

After admission on 21 April 2006 the authorised share capital of the Company consisted of 100,500,000
shares of 10p each and the issued share capital of the Company consisted of 11,400,000 shares of 10p each.

On the assumption that 4,801,169 Ordinary Shares are issued as Consideration Shares and all of the Placing
Shares available under the Placing are fully taken up, the anticipated authorised share capital of the Company
will consist of 100,500,000 shares of 10 pence and the issued share capital of the Company will consist of
32,201,169 Ordinary Shares immediately following completion of the Placing and the Acquisition.

In accordance with the power granted to the Directors by the Articles, it is expected that the Placing Shares
will be allotted pursuant to a resolution of the Board to be passed on or about 17 July 2006 conditional on
Admission. The allotment of the Placing Shares will not be made on a pre-emptive basis.

In accordance with Rule 14 of the AIM Rules, it is expected that the Consideration Shares will be allotted
following the passing of an ordinary resolution on or about 17 July 2006 and conditional on the Placing,
completing in accordance with its terms and Admission. The allotment of the Consideration Shares will not
be made on a pre-emptive basis.

Subject to the exceptions set out in the section “Transfer of Shares” in section 5 below, Shares are freely
transferable and Shareholders are entitled to participate (in accordance with their rights specified in the
Articles) in the assets of the Company attributable to their Shares in a winding up of the Company or a
winding up of the business of the Company. There are no different voting rights granted to the Company’s
major shareholders.



                                                     54
Save as disclosed in this paragraph 2, since the date of its incorporation, no share or loan capital of the
Company has been issued or agreed to be issued, or is now proposed to be issued, either for cash or any other
consideration and, save as disclosed in this Part VI, no commissions, discounts, brokerages or other special
terms have been granted by the Company in connection with the issue or sale of all capital and no share or
loan capital of the Company is under option or has been agreed, conditionally or unconditionally, to be put
under option.

Pursuant to an undertaking dated 18 April 2006, the Company undertook to issue warrants to Marwyn
Neptune Fund at the time of the first material acquisition equal to 10 per cent. of the enlarged share capital
of the Company following that acquisition. For further information see paragraph 10 of Part VI.

All of the Shares will be in registered form and eligible for settlement in CREST. Temporary documents of
title will not be issued.

3     Directors’ and other interests
3.1   In so far as is known to the Company, the interests of each Director and Proposed Director including
      any connected person, the existence of which is known to, or could with reasonable diligence be
      ascertained by, such Director or Proposed Director whether or not held through another party, in the
      share capital of the Company, together with any options in respect of such capital immediately
      following the Placing, are set out below. All those Shares allotted and issued will be beneficially held
      by those Directors and Proposed Directors unless otherwise stated.

      Directors                                                                                                    Shares
      David Williams                                                                                           1,000,000
      James Corsellis                                                                                             40,000
      Mark Watts                                                                                                  40,000

      On Admission the Proposed Directors expect to own the following number of Shares:

      Proposed Directors                                                                                           Shares
      Daniel Terence Spicer                                                                                      320,704
      Sean Edward Harrison Nutley                                                                              1,002,166

3.2   As at 22 June 2006 (being the latest practicable date prior to publication of this Admission Document)
      in so far as is known to the Company, no person or persons, other than as set out below, is, are or will
      be, immediately following Admission, interested, directly or indirectly, in 3 per cent. or more of the
      capital of the Company.

                                                      As at the date of this                 Immediately following
                                                      Admission Document                          Admission
                                                    Number of Percentage of                Number of Percentage of
                                                     Ordinary issued ordinary               Ordinary issued ordinary
      Name                                             Shares    share capital                Shares    share capital
      Marwyn Neptune Fund                           8,000,000                 70.2        10,675,000                 33.2
      Killik & Co.*                                 2,570,850                 22.6         4,570,850                 14.2
      NCL Smith & Williamson*                         400,000                  3.5           400,000                  1.2
      * Both NCL Smith & Williamson and Killik & Co. hold the Ordinary Shares on behalf of their clients as a discretionary
        private client broker.

      Those interested in 3 per cent. or more (directly or indirectly) of the capital of the Company will not
      have different voting rights from other holders shares in the capital of the Company.

      Save as set out in paragraph 9 of this Part VI the Directors and Proposed Directors will not receive a
      fee for their services to the Company.

3.3   The Directors have been appointed pursuant to agreements for service, details of which are set out in
      Part VI, paragraph 9 of this Admission Document.


                                                           55
3.4   It is proposed that the Proposed Directors are appointed pursuant to agreements for service, details of
      which are set out in paragraph 9 of Part VI.

3.5   No loan has been granted to, nor any guarantee provided for the benefit of, any Director or Proposed
      Director by the Company.

3.6   None of the Directors or Proposed Directors has, or has had, an interest in any transaction which is or
      was unusual in its nature or conditions or significant to the business of the Company or which has
      been affected by the Company since its incorporation.

3.7   In addition to their directorships of the Company, the Directors and the Proposed Directors hold or
      have held the following directorships, and are or were members of the following partnerships, over or
      within the past five years:

      Name                Current Directorships/Partnerships        Past Directorships/Partnerships
      David Jeffrey       Augean Plc                                Burnden Leisure Plc
      Williams            Concateno plc                             Cartmorr Limited
                          68-70 Onslow Gardens Freehold             Ifte plc
                          Limited                                   J&Y Limited
                          RMS Communications Plc                    MDPD (DAJ) Limited
                          Zetar Plc                                 MDPD (LCK) Limited
                          Talarius Plc                              MDPD (LHB) Limited
                          Aldgate Capital Plc                       MDPD (LPL) Limited
                          Marwyn Capital LLP                        MDPD (LTS) Limited
                          Marwyn Investment Management LLP          MDPD (LVSP) Limited
                          Marwyn Neptune Fund                       Mead (ACC) Limited
                          Marwyn Neptune Fund LP                    Mead (CCH) Limited
                          Marwyn Management Partners LP             Mead (HTP) Limited
                          Marwyn General Partner Limited            Mead (LAC) Limited
                          Marwyn Partners Limited                   Mead (LCB) Limited
                          Marwyn Capital Limited                    Mead (LFH) Limited
                          Marwyn Investment Management              Mead (MBC) Limited
                          Limited                                   Mead (MBH) Limited
                          Marwyn Investments Group Limited          MMSD (CM) Limited
                          Marwyn Value Investors Limited            MMSD (LDI) Limited
                          Marwyn Capital Management Limited         MMSD (LSG) Limited
                                                                    MMSD (NCD) Limited
                                                                    Mosaic Corporate Investments Limited
                                                                    Pan-Eagle Limited
                                                                    RAL (S&G) Limited
                                                                    RMS Communications Systems
                                                                    Limited
                                                                    Waste Recycling Group plc




                                                    56
      Name                Current Directorships/Partnerships     Past Directorships/Partnerships
      James Henry         Catalina Holdings Limited              Marwyn Investment Management
      Merrick Corsellis   Orpheus Capital Partners LLP           Limited
                          Orpheus Capital Limited                icollector plc
                          Reco Insurance Capital Limited         The 4less group PLC
                          Aldgate Capital Plc                    icollector.com Limited
                          Marwyn Investments Group Limited       Zero – Degrees Limited
                          Marwyn Partners Limited                Corsellis – Montford Group Plc
                          Marwyn Capital Limited                 Corsellis – Montford Interactive
                          Marwyn Investment Management LLP       Limited
                          Marwyn Capital LLP                     Corsellis – Montford Limited
                          Marwyn Neptune Fund LP
                          Marwyn Management Partners LP
                          Marwyn General Partner LLP
                          Marwyn (Catalina) Limited
                          Marwyn Neptune Fund
      Mark Irvine John    Inspicio plc                           Claim Assist Investigations Limited
      Watts               Talarius Plc                           Ionark Limited
                          Zetar Plc                              Paetorian Limited
                          Pleasant People Limited                The Fine Fruit Company Limited
                          Panlok Limited
                          Orpheus Capital Partners LLP
                          Aldgate Capital Plc
                          Marwyn Capital Limited
                          Marwyn Partners Limited
                          Marwyn Capital LLP
                          Marwyn Investment Management LLP
                          Marwyn Management Partners LP
                          Marwyn Investments Group Limited
                          Marwyn Investment Management
                          Limited
      Benjamin Howard Leisure & Gaming plc                       Digimark Communications Limited
      Shaw            Cardioderm Limited                         Victor Chandler Limited
                      Aldgate Capital Plc                        Talarius Plc
                      Marwyn Partners Limited                    Zetters Group Plc
                      Marwyn Investment Management
                      Limited
                      Marwyn Investments Group Limited
                      Marwyn Capital Limited
                      Marwyn Capital LLP
                      Marwyn Investment Management
                      LLPMarwyn Management Partners LP
                      Marwyn Neptune Fund LP
                      Marwyn General Partner Limited
                      Marwyn Neptune Fund
      Daniel Terence      Silverdell (UK) Limited
      Spicer              Silverdell Professional Services
                          Limited

      Sean Edward         Silverdell (UK) Limited
      Harrison Nutley     Mac Publishing Limited

3.8   Save as disclosed below, at the date of this Admission Document, none of the Directors or Proposed
      Directors:



                                                    57
      (a)   has any unspent convictions in relation to indictable offences;

      (b)   has been bankrupt or entered into an individual voluntary arrangement;

      (c)   was a director with an executive function of any company at the time of or within 12 months
            preceding any receivership, compulsory liquidation, creditors’ voluntary liquidation,
            administration, company voluntary arrangement or any composition or arrangement with that
            company’s creditors generally or with any class of its creditors (apart from (i) David Williams
            who was a director of RMS Communications plc, which was placed in administration in 1997
            which has now been lifted, (ii) James Corsellis who resigned as a director of icollector plc on
            18 September 2001 when the business was sold, icollector went into voluntary liquidation on
            12 March 2002 and (iii) Mark Watts who is a director of Panlok Limited, which went into
            voluntary liquidation on 29 June 2001, and a director of Pleasant People Limited, which went
            into voluntary liquidation on 21 April 2005);

      (d)   has been a partner in a partnership at the time of or within 12 months preceding any
            compulsory liquidation, administration or partnership or voluntary arrangement of such
            partnership;

      (e)   has had his assets the subject of any receivership or has been a partner of a partnership at the
            time of or within 12 months preceding any assets thereof being the subject of a receivership;
            or

      (f)   has been subject to any public criticism by any statutory or regulatory authority (including any
            designated professional bodies) nor has ever been disqualified by a court from acting as a
            director of a company or from acting in the management or conduct of the affairs of any
            company.

3.9   The Company will maintain directors’ and officers’ liability insurance on behalf of the Directors and
      the Proposed Directors at the expense of the Company

4     The Share Option Scheme and the Marwyn Warrant

4.1   Share Option Scheme
      The Company proposes to adopt the Share Option Scheme (the “Scheme”) following its approval at
      the EGM. The Scheme is intended to allow the Company to grant qualifying options (“EMI
      Options”) within the meaning of Schedule 5 of the Income Tax (Earnings and Pensions) Act 2003.
      The Company also intends to grant options which will not qualify as tax approved options, which will
      be subject to the same terms as the EMI Options where applicable (the “Unapproved Options”). For
      the purpose of this paragraph 4.1, the Unapproved Options and the EMI Options together shall be
      referred to as the “Options”.

      The following is a summary of the principal terms of the Scheme:

      •     The Company may grant Options under the Scheme to any qualifying employee of the
            Enlarged Group.

      •     Options may be granted at any time other than during a close period. No option may be granted
            after the seventh anniversary of the date of commencement of the Scheme. No Option may be
            assigned or transferred in any way. No consideration is payable for the grant of an Option.

      •     The acquisition price payable for each Ordinary Share on exercise of an Option will be
            determined by the Directors but it is the Company’s intention that, in most circumstances, the
            acquisition price will not be less than the market value of an Ordinary Share at the date of grant.

      •     No person may at any time hold EMI Options over Ordinary Shares having a total market value
            at the time of grant in excess of £100,000. However, qualifying employees may be granted




                                                     58
    options over the £100,000 limit which will be subject to the same terms as the EMI Options
    (where applicable) but will not qualify for tax-advantaged treatment.

•   The maximum number of Ordinary Shares over which the Company may grant Options under
    the Scheme (and any other discretionary employee share scheme operated by the Company)
    shall be determined at the discretion of the Company as approved by its Shareholders.

•   At any time the aggregate value of Ordinary Shares under EMI Options that are outstanding
    shall not exceed £3 million. The value shall be determined by reference to the market value of
    the Ordinary Shares at the date of grant of the EMI Option.

•   Subject to the satisfaction of any applicable condition of exercise, Options may be exercised in
    whole or in part at any time and from time to time after the earliest of the following events: (a)
    on the option vesting (and the date on which the option vests is to be determined by the
    Company at the time of grant); (b) on any reconstruction, or passing of a resolution for the
    voluntary winding up of the Company; (c) unless released in consideration for the grant of a
    new option pursuant to the second paragraph below, on any takeover of the Company; and (d)
    the cessation of employment of the option holder due to death, illness, injury, disability, failure
    to return to work at the expiry of a period of maternity leave, retirement or otherwise at the
    discretion of the remuneration committee.

•   Options shall lapse on the earliest of:

    •      the seventh anniversary of the date of grant;

    •      twelve months after the death of an option holder;

    •      the date of cessation of employment or directorship (unless such cessation is by reason
           of (a) illness, injury, disability, redundancy, failure to return to work at the expiry of a
           period of maternity leave or retirement; or (b) at the discretion of the directors of the
           Company, for any other reason, in which case the options will lapse 40 days after such
           cessation);

    •      the bankruptcy of the option holder or the option holder otherwise being unable to pay
           his debts as determined in any competent jurisdiction or doing or omitting to do anything
           as a result of which he is deprived of the legal or beneficial ownership of the option; and

    •      40 days after the acquisition of control of the Company by a third party (so long as a
           replacement option has not been issued in respect of the option).

•   In the event of a takeover of the Company, the Directors may, with the consent of the acquiring
    company, require the option holder to release Options granted under the Scheme in
    consideration for the grant of new options over shares in the acquiring company which have the
    same value as the options released. If this does not occur, all Options shall vest in full.

•   In the event of any capitalisation, or rights issue, consolidation, sub-division, reduction or other
    variation of the share capital of the Company, the number of Ordinary Shares subject to each
    Option and the price payable on exercise shall be adjusted in such manner as the Company’s
    auditors confirm to be fair and reasonable.

•   The Directors may from time to time alter or add to all or any of the rules of the Scheme. No
    alteration or addition may be made which would materially or adversely affect the rights of any
    option holder as regards an option granted prior to the alteration or addition unless such
    alteration or addition is made with the written consent of the option holder.

•   All Ordinary Shares issued will rank pari passu with all other Ordinary Shares, other than in
    relation to dividends which have a record date prior to the date of issue. The benefits derived
    from the Scheme do not constitute pensionable earnings of any individual.




                                              59
      •      The Directors will determine prior to any future grant whether performance criteria are
             appropriate and what they should be.

      •      All option holders are required to indemnify their employing company in respect of PAYE and
             national insurance contributions (including secondary class 1 contributions if the Company
             requires this) arising in relation to the Options.

4.2   Grant of Options
      It is proposed that the Company will grant not more than 3,220,116 Class A Options and Class B
      Options to the Directors, Proposed Directors and selected senior management to subscribe for an
      aggregate number of not more than 3,220,117 Shares.

      The exercise price payable to exercise all of the Options, when granted, will be the market value of
      the Shares on the date of grant. The Options will be exercisable as follows:

      (a)    Class A Options will be exercisable at any time after the third anniversary of the date of grant
             subject to the 30 day mid-market price of an Ordinary Share of the Company being equal to or
             greater than 133 per cent. of the placing price at any time after Admission; and

      (b)    Class B Options will be exercisable at any time after the third anniversary of the date of grant
             subject to the 30 day mid-market price of an Ordinary Share of the Company being equal to or
             greater than 150 per cent. of the placing price at any time after Admission.

4.3   Marwyn Warrant
      The Company has, conditional on Admission, entered into the Marwyn Warrant. Under the terms of
      the Marwyn Warrant, Marwyn Neptune Fund will be entitled to subscribe for 10 per cent. of the
      Enlarged Issued Ordinary Share Capital. The exercise price under the terms of the Marwyn Warrant
      is the Placing Price. The first 50 per cent. of the Marwyn Warrant will be exercisable on the same
      share price performance terms as the Class A Options, as described in paragraph 4.2(a) above save
      that the 30 day mid-market provision shall not apply. The second 50 per cent. of the Marwyn Warrant
      will be exerciseable on the same performance terms as the Class B Options, as described in paragraph
      4.2(b) above, save that the 30 day mid-market provision shall not apply. The Marwyn Warrant shall
      also be exercisable on a takeover offer being made for the whole of the issued share capital of the
      Company (or a general offer in respect of one class of the Company’s Shares is made) and control of
      the Company is thereby obtained. The Marwyn Warrant is freely transferable by Marwyn Neptune
      Fund and is unlisted.

      In the event of any variation in the share capital of the Company, the Company shall, if requested by
      Marwyn Neptune Fund, instruct the auditors of the Company, to determine what adjustment (if any)
      should be made to the number and nominal value of the shares subject to the warrant and/or the
      exercise price as fairly reflects that change in the Company’s share capital.

5     Memorandum and articles of association
The Memorandum of Association of the Company provides that the Company’s principal objects are to carry
on business as a general commercial company and to act as a holding company. The objects of the Company
are set out in full in clause 4 of the Company’s Memorandum of Association which is available for inspection
at the locations specified in paragraph 13 below.

The Articles were adopted pursuant to a special resolution of the Company passed on 6 April 2006 and
include provisions to the following effect:

(a)   Voting rights
      Subject to any special terms as to voting on which any shares may have been issued or may from time
      to time be held, at a general meeting of the Company every member who is present in person
      (including any corporation present by its duly authorised representative) shall on a show of hands have


                                                    60
      one vote and every member present in person or by proxy shall on a poll have one vote for each share
      of which he is a holder. In the case of joint holders, the vote of the senior who tenders a vote, whether
      in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.

      Unless the Board otherwise determines, no member is entitled to vote at a general meeting or at a
      separate meeting of the holders of any class of shares, either in person or by proxy, or to exercise any
      other right or privilege as a member in respect of any share held by him unless all calls presently
      payable by him in respect of that share, whether alone or jointly with any other person, together with
      interest and expenses (if any) have been paid to the Company or if he, or any other person appearing
      to be interested in such shares, has been issued with a notice pursuant to section 212 of the Act
      (requiring disclosure of interests in shares) and has failed in relation to those shares to give the
      Company the information required by that notice within 14 days.

(b)   Dividends
      Subject to the provisions of the Act and of the Articles, the Company may by ordinary resolution
      declare dividends to be paid to members according to their respective rights and interests in the profits
      of the Company. However, no dividend shall exceed the amount recommended by the Board.

      Subject to the provision of the Act, the Board may declare and pay any interim dividends (including
      any dividend payable at a fixed rate) as appears to the Board to be justified by the profits of the
      Company available for distribution.

      Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid
      according to the amounts paid up (otherwise than in advance of calls) on the shares on which the
      dividend is paid. All dividends unclaimed for a period of 12 years after having been declared or
      become due for payment shall (if the Board so resolves) be forfeited and shall cease to remain owing
      by the Company.

      The Board may, with the authority of an ordinary resolution of the Company, direct that payment of
      any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular
      of paid up shares or debentures of any other company, or in any one or more of these ways.

      The Board may also, with the prior authority of an ordinary resolution of the Company and subject to
      any conditions as the Board may determine, offer to holders of ordinary shares the right to elect to
      receive ordinary shares, credited as fully paid, instead of the whole (or some part, to be determined
      by the Board) of any dividend specified by the ordinary resolution.

      Unless the Board otherwise determines, the payment of any dividend or other money that would
      otherwise be payable in respect of ordinary shares will be withheld if such shares represent at least
      0.25 per cent. of their class and the holder, or any other person appearing to be interested in those
      shares, has been duly served with a notice under section 212 of the Act and has failed to supply the
      information required by that notice within 14 days. Furthermore, that holder shall not be entitled to
      elect to receive ordinary shares instead of a dividend.

(c)   Distribution of assets on a winding-up
      If the Company is wound up, the liquidator may, with the sanction of a special resolution of the
      Company and any other sanction required by law, divide among the members in specie the whole or
      any part of the assets of the Company and may, for that purpose, value any assets and determine how
      the dividend shall be carried out as between the members or vest the whole or any part of the assets
      in trustees on such trusts for the benefit of the members as he with the like sanction shall determine,
      but no member shall be compelled to accept any assets on which there is a liability.

(d)   Transfer of shares
      Every member may transfer all or any of his shares by instrument of transfer in writing in any usual
      form or in any form approved by the Board. Such instrument must be executed by or on behalf of the


                                                     61
      transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the
      transferee. The transferor is deemed to remain the holder until the transferee’s name is entered in the
      register of members.

      The Board may, in its absolute discretion and without giving any reason, refuse to register any transfer
      of a share or renunciation of a renounceable letter of allotment unless:

      •      it is in respect of a share which is fully paid up;

      •      it is in respect of only one class of shares;

      •      it is in favour of a single transferee or not more than four joint transferees;

      •      it is duly stamped (if so required); and

      •      it is delivered for registration to the registered office for the time being of the Company or such
             other place as the Board may from time to time determine, accompanied (except in the case of
             a transfer by a recognised person (as defined in the Articles) where a certificate has not been
             issued or in the case of a renunciation) by the certificate for the shares to which it relates and
             such other evidence as the Board may reasonably require to prove the title of the transferor or
             person renouncing and the due execution of the transfer or renunciation by him or, if the
             transfer or renunciation is executed by some other person on his behalf, the authority of that
             person to do so;

      provided that the Board shall not refuse to register any transfer of partly paid shares which are listed
      on the grounds they are partly paid shares in circumstances where such refusal would prevent dealings
      in those shares from taking place on an open and proper basis.

      Unless the Board otherwise determines, a transfer of shares will not be registered if the transferor or
      any other person appearing to be interested in the transferor’s shares has been duly served with a
      notice under section 212 of the Act, has failed to supply the information required by such notice
      within 14 days and the shares in respect of which such notice has been served represent at least 0.25
      per cent. of their class, unless the member is not himself in default as regards supplying the
      information required and proves to the satisfaction of the Board that no person in default as regards
      supplying such information is interested in any of the shares the subject of the transfer, or unless such
      transfer is by way of acceptance of a takeover offer, in consequence of a sale on a recognised stock
      exchange or a sale to an unconnected party.

(e)   Variation of rights
      If at any time the share capital of the Company is divided into shares of different classes, any of the
      rights for the time being attached to any share or class of shares in the Company may be varied or
      abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such
      provision, either with the consent in writing of the holders of not less than three-quarters in nominal
      value of the issued shares of the class or with the sanction of an extraordinary resolution passed at a
      separate general meeting of the holders of shares of the class. The quorum at any such meeting shall
      be not less than two persons holding or representing by proxy at least one-third of the nominal amount
      paid up on the issued shares of the class in question and at an adjourned meeting not less than one
      person holding shares of the class in question or his proxy.

      Subject to the terms of issue of or rights attached to any shares, the rights or privileges attached to any
      class of shares shall be deemed not to be varied or abrogated by the creation or issue of any new shares
      ranking pari passu in all respects (save as to the date from which such new shares shall rank for
      dividend) with or subsequent to those already issued or by the reduction of the capital paid up on such
      shares or by the purchase or redemption by the Company of its own shares in accordance with the
      provisions of the Act and the Articles.




                                                        62
(f)   Borrowing powers
      The Board 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 (present and future) and uncalled capital and,
      subject to the provisions of the Act, to create and issue debenture and other loan stock and debentures
      and other securities, whether outright or as collateral security for any debt, liability or obligation of
      the Company or of any third party. The Board shall restrict the borrowings of the Company, and shall
      exercise all voting and other rights and powers of control exercisable by the Company in relation to
      its subsidiary undertakings, so as to procure (as far as it can in relation to its subsidiary undertakings)
      that the aggregate principal amount outstanding in respect of moneys borrowed by the Company does
      not at any time, without the previous sanction of an ordinary resolution of the Company, exceed a sum
      equal to two times the adjusted total of capital and reserves.

(g)   Changes in capital
      Subject to the provisions of the Act, the Company in general meeting may from time to time by
      ordinary resolution increase its share capital, consolidate and divide all or any of its share capital into
      shares of larger amount, cancel any shares which at the date of the passing of the resolution have not
      been taken or agreed to be taken by any person and diminish the amount of its share capital by the
      amount of the shares so cancelled and sub-divide all or any of its shares into shares of smaller amount.
      The Company may also, subject to the provisions of the Act and to any rights for the time being
      attached to any shares, purchase its own shares and, by special resolution, reduce its share capital or
      any capital redemption reserve or any share premium account in any way.

(h)   Issue of shares
      Subject to the provisions of the Act and to any special rights for the time being attached to any shares,
      any shares may be allotted or issued with or have attached to them such preferred, deferred or other
      special rights or restrictions, whether in regard to dividend, voting, transfer, return of capital or
      otherwise, as the Company may from time to time by ordinary resolution determine or, if no such
      resolution has been passed or so far as the resolution does not make specific provision, as the Board
      may determine, and any share may be issued which is, or is liable to be, redeemed at the option of the
      Company or the holder in accordance with the Articles. Subject to the Act and to any relevant
      authority of the Company in general meeting required by the provisions of the Act, the unissued
      shares at the date of adoption of the Articles and any shares created thereafter shall be at the disposal
      of the Board.

(i)   Remuneration of Directors
      The Directors (other than alternate Directors) shall be entitled to receive by way of fees for their
      services as Directors such sum as the Board may from time to time determine (not exceeding in
      aggregate £250,000 per annum or such other sum as the Company in general meeting shall from time
      to time determine). Such sum (unless otherwise directed by the resolution of the Company by which
      it is voted) shall be divided among the Directors in such proportions and in such manner as the Board
      may determine or, in default of such determination, equally.

      The Directors are entitled to be repaid all travelling, hotel and other expenses properly incurred by
      them in or about the performance of their duties as Directors.

      The salary or remuneration of any Director appointed to hold any employment or executive office may
      be either a fixed sum of money, or may altogether or in part be governed by business done or profits
      made or otherwise determined by the Board, and may be in addition to or in lieu of any fee payable
      to him for his services as Director.




                                                      63
(j)   Pensions and gratuities for Directors
      The Board may exercise all the powers of the Company to provide and maintain pensions, other
      retirement or superannuation benefits, death or disability benefits or other allowances or gratuities for
      persons who are or were directors of any company in the group and their relatives or dependants.

(k)   Directors’ interests in contracts
      Subject to the provisions of the Act and provided that his interest is disclosed at a meeting of the
      Board in accordance with the Articles, a Director, notwithstanding his office, may enter into or
      otherwise be interested in any contract, arrangement, transaction or proposal with the Company or in
      which the Company is otherwise interested, may hold any other office or place of profit under the
      Company (except that of auditor of the Company or of a subsidiary of the Company) in conjunction
      with the office of Director and may act by himself or through his firm in a professional capacity for
      the Company, and in any such case on such terms as to remuneration and otherwise as the Board may
      arrange, and may be a director or other officer of, or employed by, or a party to any transaction or
      arrangement with, or otherwise interested in, any company promoted by the Company or in which the
      Company is otherwise interested and shall not be liable to account to the Company for any profit,
      remuneration or other benefit realised by any such office, employment, contract, arrangement,
      transaction or proposal. No such contract, arrangement, transaction or proposal shall be avoided on
      the grounds of any such interest or benefit.

(l)   Restrictions on Directors’ voting
      Save as provided in the Articles, a Director shall not vote on, or be counted in the quorum in relation
      to, any resolution of the Board or of a committee of the Board concerning any contract, arrangement,
      transaction or any other proposal whatsoever to which the Company is or is to be a party and in which
      he has an interest which (together with any interest of any person connected with him within the
      meaning of section 346 of the Act) is to his knowledge a material interest otherwise than by virtue of
      his interests in shares or debentures or other securities of or otherwise in or through the Company,
      unless the resolution concerns any of the following matters:

      •     the giving of any guarantee, security or indemnity in respect of money lent or obligations
            incurred by him or any other person at the request of or for the benefit of the Company or any
            of its subsidiary undertakings;

      •     the giving of any guarantee, security or indemnity in respect of a debt or obligation of the
            Company or any of its subsidiary undertakings for which he himself has assumed responsibility
            in whole or in part under a guarantee or indemnity or by the giving of security;

      •     any proposal concerning an offer of shares or debentures or other securities of or by the
            Company or any of its subsidiary undertakings in which offer he is or may be entitled to
            participate as a holder of securities or in the underwriting or sub-underwriting of which he is
            to participate;

      •     any proposal concerning any other body corporate in which he (together with persons
            connected with him) does not to his knowledge have an interest (as the term is used in Part VI
            of the Act) in one per cent. or more of the issued equity share capital of any class of such body
            corporate or of the voting rights available to members of such body corporate;

      •     any proposal relating to an arrangement for the benefit of the employees of the Company or
            any of its subsidiary undertakings which does not award him any privilege or benefit not
            generally awarded to the employees to whom such arrangement relates; or

      •     any proposal concerning insurance which the Company proposes to maintain or purchase for
            the benefit of Directors or for the benefit of persons who include Directors.

      A Director shall not vote or be counted in the quorum on any resolution of the Board or committee of
      the Board concerning his own appointment (including fixing or varying the terms of his appointment


                                                     64
      or its termination) as the holder of any office or place of profit with the Company or any company in
      which the Company is interested.

(m)   Age of Directors
      The Articles do not contain any provision to exclude the operation of section 293 of the Act and
      accordingly special notice will be required of any resolution appointing or approving the appointment
      of a Director who has attained the age of 65.

(n)   Number of Directors
      Unless and until otherwise determined by an ordinary resolution of the Company, the number of
      Directors shall be not less than 2 nor more than 10.

(o)   Directors’ appointment and retirement by rotation
      Directors may be appointed by the Company by ordinary resolution or by the Board. If appointed by
      the Board, a Director holds office only until the next annual general meeting and shall not be taken
      into account in determining the number of Directors who are to retire by rotation. A Director shall not
      be required to hold any shares in the Company.

      At each annual general meeting of the Company one-third of the Directors who are subject to
      retirement by rotation will retire by rotation and be eligible for re-election. Subject to the Act and to
      the Articles, the Directors to retire will, first, be any Director who wishes to retire and not offer
      himself for re-election and secondly, will be those who have been longest in office since their last
      appointment or re-appointment, but as between those who have been in office an equal length of time,
      those to retire shall (unless they otherwise agree) be determined by lot.

(p)   Untraced shareholders
      Subject to the Articles, the Company may sell any shares in the Company registered in the name of a
      member remaining untraced for 12 years who fails to communicate with the Company following
      advertisement of an intention to make such a disposal. Until the Company can account to the member,
      the net proceeds of sale will be available for use in the business of the Company or for investment, in
      either case at the discretion of the Board. The proceeds will not carry interest.

(q)   Non-United Kingdom shareholders
      There are no limitations in the Articles on the rights of non-United Kingdom shareholders to hold, or
      to exercise voting rights attached to, the ordinary shares. However, non-United Kingdom shareholders
      are not entitled to receive notices of general meetings unless they have given an address in the United
      Kingdom to which such notices may be sent.

(r)   CREST
      CREST is a paperless settlement system enabling securities to be evidenced otherwise than by a
      certificate and transferred otherwise than by a written instrument. The Articles are consistent with
      CREST membership and, amongst other things, allow for the holding and transfer of shares in
      uncertificated form.

(s)   Annual and Extraordinary General Meetings

      Annual General Meetings
      Subject to the provisions of the Act, annual general meetings shall be held at such time and place as
      the Board may determine.




                                                     65
Extraordinary General Meetings
All general meetings, other than annual general meetings, shall be called extraordinary general
meetings.

Convening Extraordinary General Meetings
The Board may convene an extraordinary general meeting whenever it thinks fit. An extraordinary
general meeting shall also be convened on requisition, or in default may be convened by
requisitionists, as provided by section 368 of the Act. At any meeting convened on requisition or by
requisitionists no business shall be transacted except that stated by the requisition proposed by the
Board. If there are within the United Kingdom insufficient members of the Board to convene a general
meeting, any director may call a general meeting.

Notice of General Meetings
An annual general meeting and an extraordinary general meeting convened for the passing of a special
resolution, or (save as provided by the Act) a resolution of which special notice has been given to the
Company, shall be convened by not less than 21 clear days notice in writing. All other extraordinary
general meetings shall be convened by not less than 14 clear days notice in writing. Subject to the
provisions of the Act and notwithstanding that it is convened by shorter notice than that specified
previously in this paragraph, a general meeting shall be deemed to have been duly convened if it is so
agreed:

(a)   in the case of an annual general meeting by all the members entitled to attend and vote at the
      meeting; and

(b)   in the case of any other meeting, by the majority in number of the members having a right to
      attend and vote at the meeting, being a majority together holding not less than 95 per cent. in
      nominal value of the shares giving that right.

The notice shall specify:

(a)   whether the meeting is an annual general meeting or an extraordinary general meeting;

(b)   the place, the day and the time of the meeting;

(c)   in the case of special business, the general nature of that business;

(d)   the meeting is convened to consider a special or extraordinary resolution, the intention to
      propose the resolution of such; and

(e)   with reasonable prominence, that a member entitled to attend and vote is entitled to appoint one
      or more proxies to attend, and, on a poll, vote instead of him and that a proxy need not also be
      a member.

Notice shall be given to the members who are entitled to receive notice from the Company, to the
directors and to the auditors.

In this paragraph, references to notice “in writing” shall include notice by way of electronic
communications in accordance with the Act.

Omission to send notice
The accidental omission to send a notice of meeting or, in the cases where it is intended that it be sent
out with the notice, an instrument of proxy to, or the non-receipt of either by, any person entitled to
receive the same shall not invalidate the proceedings of that meeting.

Postponement of General Meetings
If the Board, in its absolute discretion, considers that it is impractical or unreasonable for any reason
to hold a general meeting on the date or at the time or place specified in the notice calling the general


                                               66
meeting, it may postpone the general meeting to another date, time and/or place. The Board shall take
reasonable steps to ensure that notice of the date, time and place of the postponed meeting is provided
to any member trying to attend the meeting at the original time and place. When a meeting is
postponed, notice of the date, time and place of the postponed meeting shall, if practicable, also be
placed in at least two national newspapers in the United Kingdom. Notice of the business to be
transacted at that postponed meeting shall not be required.

Special business
All business that is transacted at the general meeting shall be deemed special, except the following
transactions at an annual general meeting:

(a)   the declaration of dividends;

(b)   the receipt and consideration of the annual accounts and reports of the directors and the
      auditors and any other document required to be annexed in the annual accounts;

(c)   the election or re-election of directors; and

(d)   the reappointment of the auditors retiring and the filing of the remuneration of the auditors or
      the determination of the manner in which such remuneration is to be fixed.

Quorum at General Meetings
No business shall be transacted at any general meeting unless a quorum is present when the meeting
proceeds to business. Two persons entitled to attend and vote on the business to be transacted, each
being a member or a proxy for a member or a duly authorised representative of a corporation which
is a member shall be a quorum.

If quorum not present
If within 5 minutes (or such longer interval as the Chairman in his absolute discretion thinks fit) from
the time appointed for the holding of a general meeting a quorum is not present, or if during a meeting
such quorum ceases to be present, the meeting, if convened by or on the requisition of members, shall
be dissolved. In any other case, the meeting shall stand adjourned to the same day in the next week at
the same time and place, or to be later on the same day or to such other day and at such time and place
as the chairman (or, in default, the Board) may determine. If at such a general meeting a quorum is
not present within 5 minutes from the time appointed for the holding of the meeting, one person
entitled to vote on the business to be transacted, being a member or proxy for a member or a duly
authorised representative of a corporation which is a member, shall be a quorum.

Chairman
The Chairman (if any) of the Board shall preside at every general meeting of the Company. If there
be no such Chairman or if at any meeting he is not present within five minutes after the time appointed
for holding the meeting, or is unwilling to act as Chairman, the deputy Chairman (if any) of the Board
shall if present and willing preside as Chairman at such meeting. If no Chairman or deputy Chairman
shall be so present and willing to act, the directors present shall chose one of their number to act as
chairman of the meeting, or if there is only one Director present, he shall be chairman if willing to
act. If there be no Director present and willing to act, the members present who are entitled to vote
shall chose one of their number to be chairman of the meeting.

Directors and other persons may attend and speak
Each Director (and any other person invited by the Chairman to do so) shall, notwithstanding that he
is not a member, be entitled to attend and speak at any general meeting and any separate meeting of
the holders of any class of shares of the Company.




                                               67
Power to adjourn
A Chairman may with the consent of the meeting at which a quorum is present, and shall, if so
directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to
place as the meeting shall determine. However, without prejudice to any other power which he may
have under the Articles of Association or at common law, the Chairman may also, without the need
for the consent of the meeting, interrupt or adjourn any meeting (whether or not it has commenced or
a quorum is present) from time to time and from place to place or for an indefinite period, if he is of
the opinion that it has become necessary to do so in order to secure the proper and orderly conduct of
the meeting or to give all persons entitled to do so a reasonable opportunity of attending, speaking and
voting at the meeting or to ensure that the business of the meeting is properly disposed of.

Notice of adjourned meeting
Where a meeting is adjourned indefinitely, the Board shall fix the time and place for the adjourned
meeting. Whenever a meeting is adjourned for 14 days or more or indefinitely, seven clear days’ notice
at the least, specifying the place, the day and time of the adjourned meeting and the general nature of
the business to be transacted, shall be given in the same manner as in the case of an original meeting.
Except where specified in the Articles of Association, no member shall be entitled to any notice of an
adjournment or of the business to be transacted at any adjourned meeting.

Accommodation of members and security arrangements
The Board may, for the purpose of controlling the level of attendance and ensuring the safety of those
attending at any place specified for the holding of the general meeting, from time to time make such
arrangements as the Board shall in its absolute discretion consider to be appropriate and may from
time to time vary the arrangements in place or make new arrangements.

In the case of any meeting to which such arrangements apply the Board may, when specifying the
place of the meeting, direct that the meeting shall be held at the place specified in the notice and also
make arrangement for simultaneous attendance and participation at other places by members
otherwise entitled to attend the general meeting provided that the persons attending the place of the
meeting presided over by the chairman and at any other places shall be able to see, hear and be seen
and heard by, each other.

The Board may direct that any person wishing to attend any meeting should provide such evidence or
identity and submit to such searches or other security arrangements or restrictions as the Board shall
consider appropriate in the circumstances and shall be entitled in its absolute discretion to refuse entry
to any meeting to any person who fails to provide such evidence or identity or submit to such searches
or to otherwise comply with such security arrangements or restrictions.

Method of voting
At any general meeting a resolution put to a vote at the meeting shall be decided on a show of hands,
unless (before or on the declaration of the result of the show of hands) a poll is duly demanded.
Subject to the provisions of CA 1985, a poll may be demanded by:

(a)    the chairman of the meeting;

(b)    at least 5 members present in person or by proxy and entitled to vote at a meeting;

(c)    a member or members present in person or by proxy representing not less than 1/10th of the
       total voting rights of the members having a right to vote at the meeting (excluding any voting
       rights attached to any shares in the Company held as treasury shares); or

(d)    a member or members present in person or by proxy holding shares conferring a right to vote
       at the meeting, being shares in which an aggregate sum has been paid up equal to not less than
       1/10th of the total sum paid up on all the shares conferring that right (excluding any voting
       rights attached to any shares in the Company held as treasury shares).



                                                68
Chairman’s declaration conclusive on show of hands
Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the Chairman of
the meeting as to the outcome of a resolution on a show of hands, and an entry to that effect in the
book containing the minutes and proceedings of the Company, shall be conclusive evidence of the
outcome of such a vote.

Objection to error in voting
No objection shall be raised to the qualification of any voter or to the counting of, or failure to count,
any vote, except at a meeting or adjourned meeting at which the vote objected to is given or tendered
or at which the error occurs.

Amendment to resolutions
If an amendment is proposed to any resolution under consideration but shall in good faith be ruled out
of order by the Chairman of the meeting, any error in that ruling shall not invalidate the proceedings
on the substantive resolution.

In the case of a resolution duly proposed as a special or extraordinary resolution, no amendment to
that resolution (other than an amendment to correct a patent error) may in any event be considered or
voted on, and in the case of a resolution duly proposed as an ordinary resolution no amendment to that
resolution (other than an amendment to correct a patent error) may be considered or voted on unless
either at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at
which that ordinary resolution is to be proposed, notice in writing of the terms of the amendment and
intention to move that resolution has been lodged at the Office or the Chairman of the meeting in his
absolute discretion decides that it may be considered or voted on.

Procedure on a poll
Any poll duly demanded on the election of a chairman of a meeting or on any question of adjournment
shall be taken forthwith. A poll duly demanded on any other matters shall be taken in such manner
(including the use of ballot or voting papers or tickets) and at such time and place not being more than
30 days from the date of the meeting or adjourned meeting at which the poll was demanded, as the
chairman shall direct. The Chairman may appoint scrutineers who need not be members. No notice
need be given of a poll not taken immediately if the time and place at which it is to be taken are
announced at the meeting at which it is demanded. In other cases at least 7 clear days notice shall be
given specifying the time and place at which the poll is to be taken. The result of the poll shall be
deemed to be the resolution of the meeting at which the poll was demanded.

The demand for a poll (other than on the election of a Chairman or any question of adjournment) shall
not prevent the continuance of the meeting for the transaction of any business other than the question
on which a poll has been demanded.

On a poll votes may be given in person or by proxy.

Casting vote
In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the
meeting at which the show of hands takes places or at which the poll was demanded shall be entitled
to a second or casting vote in addition to any other vote he may have.

Restriction on voting rights for unpaid calls etc
No member shall, unless the Board otherwise determines, be entitled to vote at a general meeting or
at any separate meeting of the holders of any class of shares, either in person or by proxy, or to
exercise any other right or privilege as a member in respect of a share held by him unless and until all
calls or other summons presently due and payable by him in respect of that share whether alone or
joint with any other person together with interest and expenses (in any) have been paid to the
Company.


                                                69
Voting by proxy
Any person (whether a member of the Company or not) may be appointed to act as a proxy. A deposit
of an instrument of proxy shall not preclude a member from attending and voting in person at a
meeting in respect of which the proxy is appointed or at any adjournment thereof.

Form of proxy
An instrument appointing a proxy shall, subject to the provisions of the Act:

(a)   be in writing in any common form or in such other form as the Board may approve duly
      executed by the appointor;

(b)   be deemed (subject to any contrary direction contained in the same) to confer authority to
      demand or join in demanding a poll and to vote on any resolution or amendment of the
      resolution put to the meeting for which it is given as the proxy thinks fit;

(c)   unless the contrary is stated therein, be valid as well for any adjournment of the meeting and
      for the meeting to which it relates; and

(d)   where it is stated to apply to more than one meeting be valid for all such meetings as well as
      for any adjournment of any such meeting.

The Board may from time to time permit appointments of a proxy for a holder of any shares in
uncertificated form to be made by means of an electronic communication in the form of an
uncertificated proxy instruction.

Notwithstanding any other provision in the Articles of Association, the Board may treat any such
uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder
of a share as sufficient evidence of the authority of the person sending that instruction to send it on
behalf of the holder.

Uncertificated proxy instruction means a properly authenticated dematerialised instruction and/or
other instruction or notification, which is sent by means of the relevant system concerned and received
by such participant in that system acting on behalf of the Company as the Board may prescribe, in
such form and subject to such terms and conditions as from time to time be prescribed by the Board
(subject always to the facilities and requirements of the relevant system concerned).

Deposit of proxy
The instrument appointing a proxy and the power of attorney or other authority (if any) under which
it is signed, or a copy of such authority certified notarially or in some other way approved by the
Board shall:

(a)   in the case of an instrument in writing (including, whether or not the appointment of proxy is
      contained in an electronic communication, that power of attorney or other authority) be
      deposited at the Office or at such other place or places within the United Kingdom as is
      specified in the notice convening the meeting or in any notice of any adjourned meeting or in
      any appointment of proxy sent out by the Company in relation to the meeting not less than 48
      hours before the time of the holding of the meeting or adjourned meeting at which the person
      named in the appointment proposes to vote; or

(b)   in the case of an appointment contained in an electronic communication, where an address has
      been specified for the purpose of receiving communications:

      (i)     in the notice covering the meeting; or

      (ii)    in any instrument of proxy sent out by the Company in relation to the meeting; or

      (iii)   in any invitation contained in an electronic communication to appoint a proxy issued by
              the Company in relation to the meeting,


                                              70
              be received at such address not less than 48 hours before the time for holding the meeting or
              adjourned meeting at which the person named in the appointment proposes to vote; or

       (c)   in the case of a poll taken more than 48 hours after it is demanded, be deposited or received
             after the poll has been demanded and not less than 24 hours before the time appointed for the
             taking of the poll; or

       (d)   where the poll is not taken immediately but is taken not more than 48 hours after it was
             demanded, be delivered at the meeting at which the poll was demanded to the Chairman of the
             meeting or to any Director,

       and an appointment of proxy not deposited, delivered or received in a permitted manner shall be
       invalid. No appointment of proxy shall be valid after the expiry of 12 months from the date specified
       as the date of its execution or the date of its submission in that proxy, except at an adjourned meeting
       or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally
       held within 12 months from that date.

       More than one proxy may be appointed
       A member may appoint more than one proxy to attend on the same occasion.

       Revocation of proxy
       A revocation of proxy for whatever reason must have been received by the Company at the registered
       office, or at such other place as has been appointed for the deposit of instruments of proxy, at least 48
       hours before the commencement of the meeting or the taking of the poll at which the instrument of
       proxy is to be used in order to be effective.

       Corporate representative
       A corporation (whether or not a company within the meaning of the CA 1985) which is a member
       may, by resolution of its directors, or other governing body, authorise such person as it thinks fit to
       act as its representative at any meeting of the Company or at any separate meeting of the holders of
       any class of shares. A director, the company secretary or some other person authorised for the purpose
       by the company secretary may require the representative to produce a certified copy of the resolution
       so authorising him or such evidence of his authority reasonably satisfactory to them before permitting
       to exercise his power.

6      Litigation and arbitration
There are no legal or arbitration proceedings nor, so far as the Directors and Proposed Directors are aware,
are there any legal or arbitration proceedings pending or threatened by or against the Enlarged Group which
may have, or have had, during the 12 months prior to the publication of this Admission Document a
significant effect on the Enlarged Group’s financial position or profitability.

7      Working capital
In the opinion of the Directors and Proposed Directors, taking into account the Enlarged Group’s bank
facilities and the net proceeds of the Placing receivable by the Company, the working capital available to the
Enlarged Group is sufficient for its present requirements; that is for at least 12 months following the date of
Admission.

8      United States selling and transfer restrictions
The Existing Ordinary Shares are not, and will not be, and the New Ordinary Shares have not been, and will
not be, registered under the US Securities Act or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered or sold within the United States.




                                                      71
Each purchaser of the New Ordinary Shares will be deemed to have represented and agreed as follows (terms
used in this paragraph that are defined in Regulation S under the US Securities Act are used herein as defined
therein):

•     the purchaser, and the person, if any, for whose account it is purchasing the New Ordinary Shares (i)
      is outside the United States and (ii) is purchasing the New Ordinary Shares in an offshore transaction
      meeting the requirements of Regulation S; and

•     the purchaser is aware that the New Ordinary Shares have not been and will not be registered under
      the US Securities Act and are being distributed and offered outside the United States in reliance on
      Regulation S.

9     Directors’ letters of appointment and Proposed Directors service agreements
9.1   On 18 April 2006 the Company entered into identical non-executive director letters of appointment
      with each of David Williams and Benjamin Shaw, the terms of which are summarised below.

      The letters of appointment are for an initial fixed term of 12 months, until the contract is terminated
      by either party giving the other not less than 3 months’ written notice. Each Director shall not receive
      an annual fee for his services. The Company may terminate the letter immediately if the Director: (a)
      is not reappointed as a Director at an annual general meeting of the Company; (b) is removed as a
      Director by resolution passed at a general meeting of the Company; (c) ceases to be a Director by
      vacating their office under any provision of the Articles; (d) becomes incapable of performing his
      duties; (e) has a bankruptcy order made against him; (f) is prohibited from being a company director;
      (g) is guilty of serious misconduct or wilful and persistent neglect of his duties pursuant to the letter
      of appointment; (h) is convicted of any arrestable criminal offence; (i) is in breach of the share dealing
      code of the Company; or (j) acts in a manner which brings the Company into disrepute. The letters of
      appointment are governed by English law.

      Subject to Admission, the Company proposes to terminate the letter of appointment in respect of
      Benjamin Shaw and procure that Benjamin Shaw waives any rights or remedies he may have in
      respect of that termination. Further, and also subject to Admission, David William’s letter of
      appointment shall be amended to provide for an annual fee of £50,000 to be paid to him.

9.2   On 18 April 2006 the Company entered into identical executive director service agreements with each
      of James Corsellis and Mark Watts, the terms of which are summarised below.

      The service contracts, respectively, are for an initial fixed period of 12 months, until the contract is
      terminated by either party giving the other not less than 3 months’ notice. The Directors will not
      receive a salary in respect of their services to the Company. The Company may terminate the contract
      without prior notice if the relevant Director: (a) is guilty of gross misconduct during the course of his
      employment or if he misconducts himself outside the course of his employment in a manner that in
      the reasonable opinion of the Board prejudices the interests of the Group; (b) commits any serious,
      persistent material beach or non-observance of the terms, conditions or provisions of the contract; (c)
      neglects his duties; (d) becomes bankrupt; (e) becomes of unsound mind; (f) is prohibited by law from
      being a director; (g) is guilty of dishonesty, fraud or misrepresentation; (h) is convicted of any
      criminal offence; or (i) is incapacitated by illness so injury. Each service contract is governed by
      English law.

      Subject to Admission, the Company proposes to terminate both executive service agreements and
      procure that both James Corsellis and Mark Watts waive any rights or remedies they may have in
      respect of those terminations. In addition, and also subject to Admission, the Company proposes to
      enter into a letter of appointment with Mark Watts in respect of his office as a non executive Director,
      the terms of which are the same as those summarised at 9.1 above, save that Mark Watts shall be paid
      an annual fee of £30,000.

9.3   On Admission, it is proposed that Company enters into executive director service agreements with
      each of Daniel T Spicer and Sean Nutley, the terms of which are summarised below.


                                                      72
      These service agreements are each for an initial period of 24 months and shall be terminable by 12
      months’ notice in writing by either party to expire at the end of the initial period or anytime thereafter.
      The service agreement is terminable without notice in certain limited situations. The Proposed
      Directors shall receive a salary of £160,000 per annum for Mr Spicer and £140,000 per annum for
      Mr Nutley payable in monthly instalments and which shall be inclusive of any directors’ fees. The
      Proposed Directors shall also be entitled to participate in a share option scheme and may be entitled
      to a bonus at the sole discretion of the Company. The Proposed Director is also entitled to a car
      allowance of up to £1,000 per month, 25 days’ holiday per annum in addition to bank and public
      holidays and private medical insurance. Each service agreement is governed by English law.
      There are no other service contracts with the Company which provide for benefits on termination of
      employment.

10    Material contracts
The following contracts, not being contracts entered into in the ordinary course of business have been entered
into by the Enlarged Group in the two years immediately preceding the date of this Admission Document
and are, or may be material:

Acquisition Agreement and Tax Deed
The terms, conditions and provisions of the Acquisition Agreement and Tax Deed are summarised in Part III
of this Admission Document.

Placing Agreement
The terms, conditions and provisions of the Placing Agreement are summarised in Part III of this Admission
Document.

Lock-In Deed and Orderly Market Agreement
The terms, conditions and provisions of the Lock-In Deed and Orderly Market Agreement are summarised
in Part III of this Admission Document.

Lock-In Deed and Orderly Market Agreement further to the previous subscription on 21 April 2006
Pursuant to a deed dated 18 April 2006 and made between David Williams, James Corsellis, Mark Watts and
Marwyn Neptune Fund (each a “Covenantor”), the Company and Collins Stewart, each Covenantor agreed
conditionally on Admission, that he would not, and would procure that no person connected with him would,
subject to certain exceptions, dispose of any Shares held by them at Admission from Admission (or any
additional Shares issued to him following the exercise of any right of opinion granted or arising by virtue of
the holding of those Shares at Admission) until 12 months after Admission.
For a further 6 months in order to maintain an orderly market, the Covenantor shall sell his Shares through
Collins Stewart, provided Collins Stewart remains the Company’s nominated adviser and the net proceeds
that would be received by the Covenantor would be not less than the proceeds that would be received based
on market terms quoted by any other reputable stockbroker or dealer.

Marwyn Warrant
Pursuant to the Warrant Agreement, the Company has entered into the Marwyn Warrant. The terms,
conditions and provisions of the Marwyn Warrant are summarised in Part III of this Admission Document.

Engagement letter – nominated adviser and broker
Pursuant to an engagement letter dated 18 April 2006 and made between the Company, the Directors and
Collins Stewart pursuant to which the Company appointed Collins Stewart to act as its nominated adviser
and broker for the purposes of the AIM Rules for a minimum of twelve months (subject to earlier termination
in accordance with its terms) for an annual fee of £20,000 until such time as the Company completes its first
acquisition and £35,000 thereafter. This appointment shall continue until terminated by either the Company


                                                      73
or Collins Stewart giving the other three months’ notice following the initial term and on various other
grounds.

Registrar Agreement
Pursuant to an Agreement between the Registrar and the Company dated 18 April 2006, the Registrar is
retained by the Company to keep the register and, where applicable, register of loan stock, debentures and
warrant holders and provide related services. The agreement may be terminated by the Company on service
of 6 months’ notice on the Registrar, such notice to expire no earlier than the first anniversary of the date of
the agreement. The agreement may be terminated by the Registrar on serving 6 months notice on the
Company. It may be terminated immediately by either party in certain specified circumstances. The basic fee
payable by the Company to the Registrar is £1.50 per shareholder account per annum, subject to an annual
minimum charge of £2,000. In addition, various transfer fees are also payable.

Warrant Agreement
Pursuant to an undertaking dated 18 April 2006, the Company has undertaken to issue warrants to Marwyn
Neptune Fund at the time of the first material acquisition of an amount up to 10 per cent. of the enlarged
share capital of the Company following that acquisition.

First Corporate Finance Advisory Agreement
Pursuant to a corporate finance advisory agreement with Marwyn Capital dated 13 April 2006. Under the
terms of the appointment, Marwyn Capital will provide corporate finance advice to the Company, for a fee
of £10,000 in respect of the subscription on 21 April 2006. Marwyn Capital may terminate the appointment
immediately if the Company commits a material breach of the terms of the agreement or if the Company
fails to accept the advice of Marwyn Capital on a material matter.

Second Corporate Finance Advisory Agreement
The terms, conditions and provisions of the Second Corporate Finance Advisory Agreement are summarised
in Part III of this Admission Document.

Office Support Agreement
Pursuant to an arrangement with Marwyn Partners, dated 13 April 2006, pursuant to which Marwyn Partners
provides temporary accommodation and associated back office support services (including secretarial and IT
support) for a fee of £5,000 plus VAT per month. The arrangement is in place until the Company makes
permanent arrangements and is terminable by either party on three months’ notice.

11    Corporate governance
The Directors and Proposed Directors recognise the importance of sound corporate governance
commensurate with the size of the Enlarged Group and the interests of the Shareholders. So far as is
practicable, taking into account the size and nature of the Enlarged Group, the Directors and Proposed
Directors will comply with the Combined Code as set out in Part I.

12    Taxation
The following paragraphs are intended as a general guide only for Shareholders who are resident and
ordinarily resident in the United Kingdom for taxation purposes, and who beneficially own New
Ordinary Shares as investments and not as securities to be realised in the course of a trade, and are
based on current legislation and HM Revenue and Customs practice. Any prospective purchaser of
New Ordinary Shares who is in any doubt about his taxation position or who is subject to taxation in
a jurisdiction other than the United Kingdom should consult his own professional adviser
immediately.




                                                      74
On issue, the Placing Shares will not be treated as either “listed” or “quoted” securities for tax purposes.
Provided that the Company remains one which does not have any of its shares quoted on a recognised stock
exchange (which does not include AIM), the Placing Shares should continue to be treated as unquoted
securities.

12.1 Dividends and other distributions
      12.1.1 Dividends, and other accounts treated for taxation purposes as income distributions, paid by the
             Company to Shareholders who are individuals and who are resident in the United Kingdom
             will carry an associated tax credit of one-ninth of the cash dividend or ten per cent of the
             aggregate of the cash dividend and associated tax credit. Individual Shareholders resident in the
             United Kingdom receiving such dividends or income distributions will be liable to United
             Kingdom income tax on the aggregate of the dividend or income distribution and associated tax
             credit at the dividend ordinary rate (10 per cent) in respect of individuals subject to tax at the
             lower or basic rate of United Kingdom income tax, or the dividend upper rate (32.5 per cent)
             in respect of individuals subject to United Kingdom income tax at the higher rate.

      12.1.2 The effect will be that such individuals who are otherwise liable to pay United Kingdom
             income tax at only the lower rate or basic rate of income tax will have no further liability to
             United Kingdom income tax in respect of such a dividend or income distribution. Higher rate
             taxpayers will have an additional United Kingdom income tax liability of 25 per cent of the net
             dividend or income distribution. Individual shareholders whose income tax liability is less than
             the tax credit will not be entitled to claim payment of all or part of the tax credit associated with
             such dividends or income distributions.

      12.1.3 A United Kingdom resident corporate Shareholder will not generally be liable to United
             Kingdom corporation tax or United Kingdom income tax in respect of dividends or income
             distributions received from the Company unless that Shareholder is carrying on a trade of
             dealing in shares.

      12.1.4 Persons who are not resident in the United Kingdom should consult their own taxation advisers
             on the possible application of such provisions and on what relief or credit may be claimed for
             any such tax credit in the jurisdiction in which they are resident.

12.2 Taxation of chargeable gains
      12.2.1 A disposal of New Ordinary Shares by a Shareholder resident or ordinarily resident for taxation
             purposes in the United Kingdom or a Shareholder who carries on a trade, profession or
             vocation in the United Kingdom through a branch, agency or permanent establishment in the
             United Kingdom with which the New Ordinary Shares are connected may, depending on the
             Shareholder’s circumstances, and subject to any available exemptions, allowances or reliefs,
             give rise to a chargeable gain or allowable loss for the purpose of United Kingdom taxation of
             chargeable gains.

      12.2.2 For individuals, trustees and personal representatives, taper relief may be available in respect
             of any such gain. Taper relief reduces the amount of chargeable gain which is assessable to
             capital gains tax. The amount of the reduction depends upon the length of time which the
             taxpayer has held the shares, and whether the shares are “business assets”. The amount of taper
             relief available for business assets is higher than that which is available for assets which are not
             business assets. The definition of business assets currently includes shares in qualifying
             unquoted trading companies. For these purposes, admission of a company’s shares to trading
             on AIM does not result in that company being a quoted company. For corporate Shareholders,
             indexation allowance may be available to reduce any such chargeable gain.




                                                       75
      12.2.3 Special rules apply to disposals by individuals at a time when they are temporarily not resident
             or ordinarily resident in the United Kingdom.

12.3 Stamp Duty and Stamp Duty Reserve Tax
      The stamp duty and stamp duty reserve tax ("SDRT") treatment of the New Ordinary Shares is
      expected to be as follows:

      12.3.1 no liability to stamp duty or SDRT will arise on the issue of the New Ordinary Shares by the
             Company or on the issue of definitive share certificates in respect of such New Ordinary Shares
             by the Company;

      12.3.2 a transfer of New Ordinary Shares will generally be liable to stamp duty at the rate of 0.5 per
             cent. rounded up to the next £5 of the value of the consideration given. A charge to SDRT at
             the rate of 0.5 per cent. of the consideration will arise in the case of an unconditional agreement
             to transfer shares on the date of the agreement, and in the case of a conditional agreement on
             the date the agreement becomes unconditional. However if within the period of six years of the
             date of the agreement or, in the case of a conditional agreement, the date on which it becomes
             unconditional, an instrument of transfer is executed pursuant to the agreement and stamp duty
             is paid on that instrument, any liability to SDRT should be repaid or cancelled. The liability to
             pay stamp duty or SDRT is generally satisfied by the purchaser or transferee;

      12.3.3 no stamp duty or SDRT will arise on a deposit of New Ordinary Shares in CREST for
             conversion into uncertificated form (otherwise than pursuant to a transfer on sale or in
             contemplation of such sale), unless such transfer is made for a consideration in money or
             money's worth, in which case a liability to stamp duty or SDRT will arise, usually at the rate
             set out in paragraph 11.3.2 of this Part VI of this Admission Document; and

      12.3.4 a transfer of shares effected within CREST will generally be subject to SDRT at the rate of 0.5
             per cent of the actual consideration.

             Special rules apply to certain categories of person, including intermediaries and persons
             connected with depository arrangements and clearance services.

      These comments are intended only as a general guide to the current taxation position in the
      United Kingdom as at the date of this document. The comments assume that New Ordinary
      Shares are held as an investment and not as an asset of a financial trade.

      If you are in any doubt as to your taxation position or are subject to taxation in a jurisdiction
      other than the United Kingdom you should consult your professional adviser.

13    General
13.1 Deloitte & Touche LLP has given and has not withdrawn its written consent to the inclusion of the
     Accountant’s Reports in Part IV of this Admission Document in the form and context in which it
     appears.

13.2 Collins Stewart has given and has not withdrawn its written consent to the issue of this Admission
     Document with the inclusion of its name in the form and context which it appears.

13.3 The principal place of business and registered office of the Company is at 20 Black Friars Lane,
     London EC4V 6HD.

13.4 The Shares have ISIN number GB00B12XK814.

13.5 The costs and expenses (including VAT where relevant) of, and incidental to, the Placing payable by
     the Company should not exceed 12.5 per cent. of the Initial Gross Proceeds. On the basis that
     16,000,000 Placing Shares are issued under the Placing, the estimated net proceeds are expected to be
     approximately £10.5 million and will be applied as described in Part I of this Admission Document.



                                                      76
      The maximum number of Placing Shares available under the Placing should not be taken as an
      indication of the number of Shares finally to be issued.

13.6 CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by
     certificates and transferred otherwise than by written instrument. The Articles of the Company permit
     the holding of the Shares under the CREST system. The Directors and Proposed Directors intend to
     apply for the Shares to be admitted to CREST with effect from Admission. Accordingly it is intended
     that settlement of transactions in the Shares following Admission may take place within the CREST
     system if the relevant Shareholders so wish. CREST is a voluntary system and Shareholders who wish
     to receive and retain share certificates will be able to do so upon request from the Registrar.

13.7 The Company does not own any premises and does not lease any premises.

13.8 Dividends will not be paid unless they are covered by income received from underlying investments,
     and for this purpose a share of profit of an associated company is unavailable unless and until
     distributed to the Company.

13.9 There are no arrangements in force for the waiver of future dividends. There are no specified dates on
     which entitlement to dividends or interest thereon on shares of the Company arises.

13.10 No person (excluding professional advisers otherwise disclosed in this Admission Document and
      trade suppliers) has received, directly or indirectly, from the Company within the 12 months preceding
      the date of this Admission Document or has entered into any contractual arrangements (not otherwise
      disclosed in this Admission Document) to receive, directly or indirectly, from the Company on or after
      Admission fees totalling £10,000 or more or securities in the Company having a value of £10,000 or
      more calculated by reference to the issue price or any other benefit with a value of £10,000 or more
      at the date of Admission.

13.11 Where information has been sourced from a third party this information has been accurately
      reproduced. So far as the Company, the Directors and the Proposed Directors are aware and are able
      to ascertain from information provided by that third party, no facts have been omitted which would
      render the reproduced information inaccurate or misleading.

13.12 Save as disclosed in this Admission Document, there are no patents, intellectual property rights,
      licences or any industrial, commercial or financial contracts or new manufacturing processes which
      are or may be material to the business or profitability of the Enlarged Group.

13.13 The Directors and the Proposed Directors are not aware of any environmental issues which may affect
      the Enlarged Group’s utilisation of its tangible fixed assets.

13.14 Save as disclosed in this Admission Document, there has been no significant change in the financial
      or trading position of the Company since 24 March 2006, being the date of incorporation of the
      Company or the Target Group since 30 September 2005, being the date to which the Accountants
      Report in part IV of this Admission Document was prepared.

14    Availability of Admission Document
Copies of this Admission Document can be obtained during normal business hours until the Placing closes
from either of the following:

(a)   Bow Lane Capital Plc; and

(b)   Collins Stewart at 9th Floor, 88 Wood Street, London EC2V 7QR.

15    Documents available for inspection
Copies of the following documents will be available for inspection at the offices of Norton Rose, Kempson
House, Camomile Street, London EC3A 7AN during normal business hours on any week day (Saturdays and




                                                    77
Public Holidays excepted) from the date of this Admission Document until a date one month following
Admission:

(a)   the Memorandum and Articles of the Company; and

(b)   this Admission Document;

(c)   Acquisition Agreement;

(d)   Tax Deed;

(e)   Disclosure Letter;

(f)   Placing Agreement; and

(g)   Marwyn Warrant.

Dated: 23 June 2006




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             NOTICE OF EXTRAORDINARY GENERAL MEETING

                                  BOW LANE CAPITAL PLC
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at the
offices of Norton Rose, Kempson House, Camomile Street, London EC3A 7AN at 10 a.m. on 17 July 2006
for the purpose of considering and, if thought fit, passing the following resolutions, of which resolutions 1
and 4 will be proposed as ordinary resolutions and resolutions 5 to 8 will be proposed as special resolutions:

                                      ORDINARY RESOLUTIONS
1     THAT the implementation by the Company of the Acquisition (as defined in the Circular from the
      Company to its shareholders dated 23 June 2006 (the “Circular”)) be approved;

2     THAT subject to and conditional on the Acquisition completing, the Share Option Scheme (as defined
      in the Circular) be approved;

3     THAT subject to and conditional on the Acquisition completing, Daniel Terence Spicer be appointed
      a director of the Company;

4     THAT subject to and conditional on the Acquisition completing, Sean Edward Harrison Nutley be
      appointed a director of the Company;

                                        SPECIAL RESOLUTIONS

5     THAT subject to and conditional on the Acquisition completing, the name of the Company be
      changed to “Silverdell Plc”;

6     THAT subject to and conditional on the Acquisition completing, the authorised share capital of the
      Company be increased to £12,580,116.90 by the creation of 20,801,169 additional ordinary shares of
      10p each;

7     THAT subject to and conditional on the Acquisition completing, the Directors be and they are hereby
      generally and unconditionally authorised in accordance with section 80 Companies Act 1985 (the
      “Act”) (and in substitution for any existing power to allot relevant securities) to exercise all the powers
      of the Company to allot relevant securities (within the meaning of the said section 80) up to an
      aggregate nominal amount of £9,360,000 during the period commencing on the date of the passing of
      this resolution and expiring five years from the date of the passing of this resolution, but so that this
      authority shall allow the Company to make before the expiry of this authority offers or agreements
      which would or might require relevant securities to be allotted after such expiry and notwithstanding
      such expiry the Directors may allot relevant securities in pursuance of such offers or agreements;

8     THAT subject to and conditional on the Acquisition completing, the Directors be and they are hereby
      empowered, pursuant to section 95 of the Act, to:

      (i)    allot equity securities (within the meaning of section 94 of the Act) pursuant to the authority
             given in accordance with section 80 of the Act by this resolution; and

      (ii)   transfer equity securities (within the meaning of section 94 of the Act) which are held by the
             Company in Treasury

      as if section 89(1) of the Act did not apply to any such allotment or transfer, provided that this power
      shall be limited to the allotment or transfer of equity securities:

      (a)    in connection with or the subject of an offer or invitation, including a rights issue or open or
             equivalent offer, open for acceptance for a period fixed by the Directors, to holders of Ordinary
             Shares and such other equity securities of the Company as the Directors may determine on the
             register on a fixed record date in proportion (as nearly as may be) to their respective holdings


                                                      79
                of such securities or in accordance with the rights attached thereto, including equity securities
                which, in connection with such offer or invitations are the subject of, or the arrangements for
                which provide for, such inclusions or other arrangements as the Directors may deem necessary
                or expedient to deal with fractional entitlements that would otherwise arise or with legal or
                practical problems under the laws of, or the requirements of any recognised regulatory body or
                any stock exchange in, any territory;

         (b)    pursuant to the terms of any share option scheme adopted by the Company, in particular the
                Share Option Schemes (as defined in the Circular) (and any shares acquired or held by the
                Company in Treasury may be transferred in satisfaction of the exercise of options under any of
                the Company’s share option schemes);

         (c)    in connection with the Placing (as defined in the Circular); and

         (d)    in connection with the issue of the Marwyn Warrant (as defined in the Circular); and

         (e)    (otherwise than pursuant to sub-paragraphs (a), (b), (c) and (d) above) up to an aggregate
                nominal amount £936,000,

         and shall expire at the conclusion of the Extraordinary General Meeting of the Company in 2005, or,
         if earlier, on the date falling 15 months after the date of the passing of this resolution except that the
         Company may before such expiry make offers or agreements which would or might require equity
         securities to be allotted after such expiry and notwithstanding such expiry the Directors may allot
         equity securities in pursuance of such offers or agreements and all authorities previously conferred
         under section 95 of the Act be and they are hereby revoked, provided that such revocation shall not
         have retrospective effect.

Dated 23 June 2006

By Order of the Board,

Robert Hillhouse
Company Secretary

Registered Office:
20 Black Friars Lane
London
EC4V 6HD


Notes:
(1) A member entitled to attend and vote at the Meeting may appoint one or more proxies to attend and (on a poll) vote instead of
    him. A proxy need not be a member of the Company.
(2) A Form of Proxy is provided with this notice. Completion and return of such a proxy will not prevent a member from attending
    the Meeting and voting in person.
(3) To be effective, the Form of Proxy and any power of attorney or other authority under which it is signed (or a notarially certified
    copy of such authority) must be deposited with the Company’s registrars, Capita Registrars Limited, The Registry, 34 Beckenham
    Road, Beckenham, Kent BR3 4TV not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.
(4) Pursuant to regulation 41(1) of the Uncertificated Securities Regulations 2001 (2001 No.3755), the Company has specified that
    only those members registered on the register of members of the Company at 10.00 p.m. on 16 July 2006 shall be entitled to
    attend and vote at the meeting in respect of the number of Shares registered in their name at that time. Changes to the register of
    members after 10.00 a.m. on 16 July 2006 shall be disregarded in determining the rights of any person to attend and vote at the
    meeting.
(5) The Register of Directors’ interests in the shares of the Company and copies of the service agreements between the Company
    and its directors will be available for inspection at the offices of Norton Rose, at Kempson House, Camomile Street, London
    EC3A 7AN during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) until the date of the
    meeting and also on the date and at the place of the meeting from 10 a.m. until the conclusion of the meeting.




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