HERALD INVESTMENT MANAGEMENT LIMITED Registered Office: 10/11 CHARTERHOUSE SQUARE LONDON EC1M 6EE Tel: 020 7553 6300 Fax: 020 7490 8026 E-mail: bc@heralduk.com Website:www.heralduk.com IRREVOCABLE UNDERTAKING To: Panther (the Offeror) 14 th February 2013 Proposed offer for Falcon plc I. We understand that: (d) the Offeror or any of its subsidiaries intends to make an offer (the Offer) to acquire all the shares of lp each (Target Shares) in the capital of Falcon plc (the Target) other than those owned by the Offeror or any of its subsidiaries at the time of publication of the formal document containing the Offer (the Offer Document); the Offer will be substantially on the terms and conditions to be set out in a press announcement of the Offer (the Announcement) substantially in the form of the attached draft Announcement, together with such additional terms and conditions included in the Offer Document, as may be required to comply with the rules of the City Code on Takeovers and Mergers (the Code); the Offer will extend to any Target Shares allotted, issued or transferred while the Offer remains open for acceptance, including any Target Shares allotted, issued or transferred as a result of the exercise of options under the Target's employee share plans (the Share Plans); and the making of the Offer is conditional on the release of the Announcement. 2. In consideration of the Offeror agreeing (subject to the above conditions) to make the Offer, we undertake, agree and represent to and with the Offeror in the following terms: we are the registered holder and the beneficial owner (unless otherwise specified in the Schedule) of, and have all relevant power and authority to accept the Offer in respect of, the Target Shares specified in the Schedule (the Shares, which expression shall include any other shares in the Target issued after the date hereof and attributable to or derived from such shares), and to transfer them free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including the right to retain in full all dividends of any nature and other distributions (if any) declared, made or paid after the date of this undertaking; we will accept the Offer in respect of all the Shares and deliver duly completed form(s) of acceptance, together with the relevant share certificate(s) (or a form of indemnity acceptable
to the directors of the Target in respect of any lost share certificate(s)) and/or other document(s) of title and/or evidence of authority and/or send an electronic acceptance, if relevant, in accordance with the terms of the Offer, no later than 3.00 p.m. on the fifteenth business day after the despatch of the Offer Document; (d) we confirm that the Schedule contains complete and accurate details of all our interests in the shares or other securities of the Target: unless and until the Offer lapses or is withdrawn, we will not: (i) (ii) (iii) (iv) (v) sell, transfer, charge, encumber, pledge or grant any option over or otherwise dispose of or permit the sale, transfer, pledging, charging or other disposition or creation or grant of any other encumbrance or option of or over all or any of the Shares or any interest in any of the Shares except to the Offeror under the Offer; or accept any other offer in respect of any of the Shares (whether it is conditional or unconditional and irrespective of the means by which it is to be implemented); or withdraw the acceptance referred to in paragraph 2 above in respect of any of the Shares even though we may become entitled to withdraw it under the rules of the Code or any provision in the Offer Document ; or save for the Shares, acquire any shares or other securities of the Target (or any interest therein); or without the consent of the Offeror, requisition or join in requisitioning any general or class meeting of the Target; (e) the Announcement may incorporate a reference to us substantially in the terms set out in the attached draft Announcement and, in accordance with the rules of the Code, this undertaking will be referred to in the Offer Document and will be available for inspection while the Offer is open for acceptance; (0 by close of business on [ ] February 2013, we will supply to the Offeror for inclusion in the Offer Document details (as required by Rules 24.4 and 25.4 of the Code) of: (1) our interests in securities of the Target; and (ii) all our dealings in securities of the Target since [.] February 2012, and we will notify the Offeror immediately of any dealings by us in the Offeror's securities after the date of this undertaking and before the Offer lapses or is withdrawn; (g) (h) we acknowledge that Panther may, in its absolute discretion, choose to effect the acquisition of the Target Shares by way of a scheme of arrangement effected under Part 26 of the Companies Act 2006 (a Scheme) on the terms and subject to the conditions of the Announcement (save to the extent that such terms and conditions require amendment to reflect the fact that the Offer will be effected by way of a Scheme) and that if Panther elects to acquire the Target Shares by way of a Scheme we will vote the Shares in favour of all shareholder and court meeting resolutions that are proposed by the Target to approve the offer, no later than 3.00 p.m. on the fifteenth business day after the despatch of the circular to be sent to the holders of Target Shares containing an explanatory statement in respect of the Scheme; and to the extent that any of the Shares are not registered in our name, we will procure the registered holder(s) to act in accordance with the terms of this undertaking.
3. The following additional provisions apply to this undertaking: all obligations under this undertaking will lapse if: (i) (ii) (iii) the Offer Document has not been published within 28 days after the announcement of the Offer (or within such longer period as the Offeror, with the consent of the Panel on Takeovers and Mergers, determines); the Offer lapses or is withdrawn; or a third party announces before the first closing date of the Offer a firm intention to make an offer for the Target (whether effected by means of a contractual offer or a scheme of arrangement) at a price or value which on the date on which such announcement is made represents at least a ten per cent. premium to the price of the Offer; (d) (e) (f) (g) (h) (i) (j) (k) we acknowledge that nothing in this undertaking obliges the Offeror to despatch the Offer Document if it is not required to do so under the Code; we acknowledge that, if we fail to accept the Offer in accordance with our obligations under paragraph 2 or should otherwise be in breach of any of our obligations in this undertaking, damages alone would not be an adequate remedy and that an order for specific performance would be an essential element of any adequate remedy for such failure or breach; any time, date or period mentioned in this undertaking may be extended by mutual agreement between the parties but as regards any time, date or period originally fixed or so extended time shall be of the essence; in this undertaking the expression the "Offer" extends to any improved or revised offer on behalf of the Offeror, whether voluntary or mandatory; this undertaking shall bind our successors in title; this undertaking contains the whole agreement between the Offeror and us relating to the matters contemplated by this undertaking and supersedes all previous agreements between the Offeror and us relating to these matters; in agreeing to enter into this undertaking neither we nor the Offeror have relied on any express or implied representation, warranty, collateral contract, covenant, indemnity, undertaking, commitment or other assurance which is not expressly set out in this undertaking and each of the Offeror and us waive all rights and remedies which, but for this paragraph 3(h), might otherwise be available to either the Offeror or us in respect of any such representation, warranty, collateral contract, covenant, indemnity, undertaking, commitment or other assurance; nothing in paragraph 3(h) limits or excludes any liability for fraud; a person who is neither a party to nor an addressee of this undertaking may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999; this undertaking is governed by English law; (1) any non-contractual obligations arising out of or in connection with this undertaking shall be governed by English law; and
(m) the English courts have exclusive jurisdiction to settle any dispute, claim or controversy arising out of or in connection with this undertaking (including a dispute, claim or controversy relating to any non-contractual obligations arising out of or in connection with this undertaking) and we and the Offeror irrevocably submit to the exclusive jurisdiction of the English courts.
SCHEDULE THE SHARES Number Shares of Target Other interests Target Shares in Registered owner Beneficial owner 41,898,653 BNY (OCS) Nominees Herald Investment Trust plc
We understand and confirm that: this undertaking is legally binding; we will not be able to withdraw from the commitment in this undertaking, nor will we be able to deal in any of the Shares, or accept any other offer for the Shares, unless the Offer lapses or is withdrawn: and until the Announcement is released, the fact that the Offer is under consideration is inside information and must be treated in the strictest confidence, the breach of which, or any dealing in securities of the Offeror or the Target, could constitute a criminal offence under the insider dealing provisions of the Criminal Justice Act 1993 and/or a civil offence under the market abuse provisions of the Financial Services and Markets Act 2000. Dated. Fraser Elms Herald Investment Management Limited, acting on behalf of Herald Investment Trust plc C (Signature)