New Employee Incentive Arrangements & Directors’ Dealings

The Company announced in its Circular to shareholders dated 2 June 2009 that it intended to review and revise existing group employee incentive arrangements to ensure they provided positive incentivisation for employees. That review has now been completed.

In the UK employees are being invited to surrender share options previously awarded under the Company’s Approved Share Option Plan and Unapproved Share Option Plan, together with share awards made under the Performance Share Plan. In the US employees have previously participated in the Overseas Share Option Plan and the Performance Pool Plan. They will now have the opportunity to surrender options granted under the Overseas Share Option Plan. The Performance Pool Plan was established on the acquisition of ThinkEquity, at a time of vastly different market fundamentals. Under this plan, shares were to be awarded dependent upon a number of conditions, including financial performance targets. The Board is of the view that the goals set in 2007 are now unlikely to be attained.

In the UK a new employee incentive plan, the Growth Securities Ownership Plan (“GSOP”), is being implemented. Under the terms of the GSOP a participant enters into a financial instrument, the value of which is linked to the earnings per share of the Company. Eligible employees will be receiving a combination of new share options under the Company’s Approved Share Option Plan and GSOP units or new Performance Share Plan awards. In the US, eligible employees will be able to participate in the Performance Share Plan. Awards made under the Performance Share Plan will be subject to performance conditions also linked to the Company’s earnings per share. The Board believes that the new awards will achieve the correct balance of attainable and yet challenging targets which will actively retain and incentivise staff.

It is anticipated that, as a result of this review, options and awards over approximately 8.5m shares will be surrendered and new options and awards equating to approximately 7m shares will be awarded in each of the UK and the US. It should be noted that the terms of the GSOP allow for settlement in cash or shares at the discretion of the Company, in due course. The intention is that, for the US, the Performance Share Plan will be the only active incentive plan for US staff.

As a consequence of this review, David Liddell, a director of the Company, has surrendered the following options over the Company’s shares:

Scheme Number of options Exercise price Exercise period

Approved Company 24,000 £1.25 12/05/07-12/05/04
Share Option Plan

Unapproved Share 5,715 £1.03 06/06/05 – 06/06/13
Option Plan (see note below)

Unapproved Share 23,560 £1.71 11/08/05 – 11/08/13
Option Plan (see note below)

Unapproved Share 96,725 £1.25 12/05/06 – 12/05/14
Option Plan (see note below)

Unapproved Share 130,000 £0.64 07/12/06 – 07/12/14
Option Plan (see note below)

Unapproved Share 500,000 £1.20 26/04/07 – 26/04/15
Option Plan

Note: These options were granted to the Panmure Gordon & Co. plc Employee Benefit Trust and were subsequently sub-trusted for the benefit of Mr Liddell.

On 29 October 2009 David Liddell was granted 83,333 share options under the Company’s Approved Company Share Option Plan at an exercise price of 36p, exercisable between 29 October 2012 and 29 October 2019. He will also be entering into the following instruments under the GSOP:

Contract quantity Unit value if target achieved Settlement date
60,506 £1.00 – £1.50 31 December 2010
60,506 £1.00 – £1.50 31 December 2011
60,506 £1.00 – £1.50 31 December 2012

Mr Liddell’s beneficial holding in the Company’s shares is 135,481 ordinary shares (0.09%). In addition he has an option over 193,940 shares held in the Panmure Gordon & Co. plc No 2 Employee Benefit Trust at an exercise price of 4p which are currently exercisable and over which he is able to exercise voting rights (0.14%). He has also participated in the Company’s Matching Share Plan, having an award of 11,000 shares in the Company which will vest on 31 March 2010.

Further information:

Sarah Wigley, Company Secretary 020 7614 8395

Fiona Kindness, Grant Thornton Corporate Finance 020 7728 3414
(Nominated Adviser)

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