UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 20-F
(Mark One)
|_|        REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                       OR
|X|          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                     For fiscal year ended December 31, 2004
                                       OR
|_|         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                     For the transition period from __ to __

                         Commission File Number: 0-27336

                                  SVG Capital plc
             (Exact name of Registrant as Specified in Its Charter)
                                England and Wales
                         (Jurisdiction of Incorporation)

                               31 Gresham Street,
                            London, EC2V 7QA, England
                    (Address of Principal Executive Offices)
                       __________________________________

           Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:  Name of Each Exchange On Which Registered:
None                  Not applicable

                     Securities registered pursuant to Section 12(g) of the Act:

Title of Class:   Ordinary Shares of GBP1 each

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None

         Indicate the number of  outstanding  shares of each of the  issuer's
classes of capital  or common  stock as of the close of the  period  covered
by the annual report: 122,529,853 Ordinary Shares of GBP1 each

         Indicate by check mark whether the  registrant:  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the  registrant  was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

                                                        |X| Yes |_| No

Indicate by check mark which financial statement item the registrant has
elected to follow:

                                                        |X| Item 17 |_| Item 18




                                 SVG Capital plc
                           Annual Report on Form 20-F
                            for the fiscal year ended
                                December 31, 2004

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

Item                                                                    Page No.
<S>                                                                         <C>

PART I........................................................................1
Item 1...............Identity of Directors, Senior Management and Advisers    1
Item 2.............................Offer Statistics and Expected Timetable    1
Item 3.................................................... Key Information    2
A..................................................Selected Financial Data    2
B..........................................Capitalization and Indebtedness    5
C................................Reasons for the Offer and Use of Proceeds    5
D.............................................................Risk Factors    5
Item 4..........................................Information on the Company    7
A...................................History and Development of the Company    7
B........................................................Business Overview    9
C......................................................Organizational Structure
..............................................................................27
D................................................Property, Plants and Equipment
..............................................................................27
Item 5.............................Operating and Financial Review and Prospects
..............................................................................28
A.............................................................Operating Results
..............................................................................28
B...............................................Liquidity and Capital Resources
..............................................................................54
C..........................Research and Development, Patents and Licenses, etc.
..............................................................................60
D.............................................................Trend Information
..............................................................................60
E................................................Off-Balance Sheet Arrangements
..............................................................................60
F................................Tabular Disclosure of Contractual Arrangements
..............................................................................60
Item 6...............................Directors, Senior Management and Employees
..............................................................................61
A...............................................Directors and Senior Management
..............................................................................61
B..................................................................Compensation
..............................................................................64
C...............................................................Board Practices
..............................................................................71
D.....................................................................Employees
..............................................................................76
E...............................................................Share Ownership
..............................................................................76
Item 7........................Major Shareholders and Related Party Transactions
..............................................................................77
A............................................................Major Shareholders
..............................................................................77
B....................................................Related Party Transactions
..............................................................................79


                                    i




C..............................................Interests of Experts and Counsel
..............................................................................80
Item 8....................................................Financial Information
..............................................................................80
A.......................Consolidated Statements and Other Financial Information
..............................................................................80
B...........................................................Significant Changes
..............................................................................80
Item 9....................................................The Offer and Listing
..............................................................................81
A.....................................................Offer and Listing Details
..............................................................................81
B..........................................................Plan of Distribution
..............................................................................82
C.......................................................................Markets
..............................................................................82
D..........................................................Selling Shareholders
..............................................................................82
E......................................................................Dilution
..............................................................................82
F.........................................................Expenses of the Issue
..............................................................................83
Item 10..................................................Additional Information
..............................................................................83
A.................................................................Share Capital
..............................................................................83
B.....................Memorandum and Articles of Association of SVG Capital plc
..............................................................................83
C............................................................Material Contracts
..............................................................................89
D.............................................................Exchange Controls
..............................................................................93
E......................................................................Taxation
..............................................................................94
F...................................................Dividends and Paying Agents
..............................................................................99
G..........................................................Statement by Experts
..............................................................................99
H..........................................................Documents on Display
..............................................................................99
I........................................................Subsidiary Information
..............................................................................99
Item 11..............Quantitative and Qualitative Disclosures About Market Risk
.............................................................................100
Item 12..................Description of Securities Other than Equity Securities
.............................................................................100
PART II.....................................................................100
Item 13.........................Defaults, Dividend Arrearages and Delinquencies
.............................................................................100
Item 14.....Material Modifications to the Rights of Security Holders and Use of
........................................................................Proceeds
.............................................................................100
Item 15.................................................Controls and Procedures
.............................................................................100
Item 16A.......................................Audit Committee Financial Expert
.............................................................................100
Item 16B.........................................................Code of Ethics
.............................................................................100


                                     ii





Item 16C.................................Principal Accountant Fees and Services
.............................................................................101
Item 16D.............Exemptions from the Listing Standards for Audit Committees
.............................................................................101
Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers
.............................................................................102
PART III....................................................................102
Item 17....................................................Financial Statements
.............................................................................102
Item 18....................................................Financial Statements
.............................................................................102
Item 19................................................................Exhibits
.............................................................................102

</TABLE>


                                    iii




                         FINANCIAL AND OTHER INFORMATION

Unless  otherwise  indicated  herein,  all  information in this annual report is
presented as of December 31,  2004.  Amounts  expressed in ("GBP") are in United
Kingdom  ("U.K.")  pounds  sterling.  Amounts  expressed in ("EUR") are in euro.
According  to the  Federal  Reserve  Bank of New York,  the Noon Buying Rate for
pounds sterling in New York City expressed in U.S.  dollars per GBP1.00 (rounded
to the  nearest  cent) on June 30,  2005 was $1.79 and the Noon  Buying Rate for
euro in New York City  expressed  in U.S.  dollars per  EUR1.00  (rounded to the
nearest cent) on June 30, 2005 was $1.21.

                           FORWARD-LOOKING STATEMENTS
This Annual Report  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities Act of 1933, as amended (the  "Securities  Act"),
and  Section  21E of the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange  Act"),  and  information  relating to the  Company  that are based on
beliefs  of its  management  as well  as  assumptions  made  by and  information
currently  available to the Company.  When used in this Annual Report, the words
"anticipate",   "believe",   "estimate",   "expect",  "intend",  "may",  "plan",
"project" and "should" and similar expressions, as they relate to the Company or
its  management,  are  intended to  identify  forward-looking  statements.  Such
statements reflect the current views and assumptions of the Company with respect
to future events and are subject to risks and uncertainties.  Many factors could
cause the actual results,  performance or achievements  that may be expressed or
implied by such forward-looking statements,  including, among others, changes in
general economic and business conditions, changes in currency exchange rates and
interest rates,  introduction of competing products by other companies,  lack of
acceptance  of new  products  or  services by the  Company's  target  customers,
inability to meet efficiency and cost reduction objectives,  changes in business
strategy and various other factors,  both  referenced and not referenced in this
Annual Report.  Should one or more of these risks or uncertainties  materialize,
or should  underlying  assumptions  prove  incorrect,  actual  results  may vary
materially from those  described  herein as  anticipated,  believed,  estimated,
expected,  intended, planned or projected. The Company does not intend or assume
any obligation to update these forward-looking statements.

                                     PART I

      This annual report on Form 20-F (this "annual  report" or "Form 20-F")
constitutes  the annual report of SVG Capital plc (the "Company").  Unless the
context  requires  otherwise,  the term  "Company"  includes SVG Capital plc,
its subsidiary  undertakings  and associated  undertakings (as defined in the
Companies Act 1985 of Great Britain (the "Companies  Act")), the Platinum Trust
(a Guernsey unit trust  referred to in this annual  report as the  "Trust"),
SVG  Advisers  Limited  ("SVGA"),  SVG  Investment  Managers  Limited
("SVGIM"), SVG Advisers, Inc. ("SVGAI") and SVG North America, Inc. ("SVGNA").

Item 1.           IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable to this Form 20-F.

Item 2.           OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable to this Form 20-F.


                                    1




Item 3.        KEY INFORMATION

A.       Selected Financial Data

     The following selected financial information for the fiscal year ended June
30, 2002,  the six month period ended December 31, 2002, the year ended December
31,  2003 and the year ended  December  31,  2004 and at  December  31, 2003 and
December 31, 2004 are derived from the audited consolidated financial statements
included elsewhere in this Form 20-F. The selected financial information for the
six  month  period  ended  December  31,  2001 is  derived  from  the  unaudited
consolidated  financial  statements  included  elsewhere in this Form 20-F.  The
selected financial information for the year ended June 30, 2000 and 2001, and at
June 30,  2000,  2001 and 2002 and  December  31,  2002,  are  derived  from the
Company's audited consolidated  financial statements,  which are not included in
this Form 20-F.  The  "Operating  Data" is for the  Company  and the  Trust,  an
operating  subsidiary  of the  Company  described  in more  detail  in  "Item 4.
Information  on the  Company -  Organizational  Structure -  Description  of the
Trust," and, with respect to the periods ended  June 30,  2001 onwards
includes SVGA and  SVGNA,  as well as SVGIM and SVGAI  after  their  respective
dates of incorporation.


                                    2





<TABLE>
<CAPTION>



Operating data                Year ended  Year ended    Year ended    Six months     Six months     Year ended     Year ended
                                                                        ended         ended
                                 June 30     June 30       June 30   December 31    December 31    December 31    December 31

                                    2000        2001          2002          2001           2002           2003           2004

                                 GBP'000     GBP'000       GBP'000       GBP'000        GBP'000        GBP'000        GBP'000
<S>                                <C>           <C>           <C>           <C>            <C>            <C>            <C>

UK GAAP
Total revenues1                    6,123       5,616         7,674         4,707          3,368          7,035         11,096

Administrative expenses            1,106       2,235         7,293         4,131          4,065         (7,642)        (9,932)

Interest payable and similar
charges                              468         583         1,832           276          1,523         (5,106)        (5,980)

Net return/(deficit) after
taxation                           4,729       2,655        (1,555)          178         (2,185)        (5,531)        (4,7)

Basic revenue return per
ordinary share                     4.68p        2.60p        (1.52)p        0.17p         (2.14)p        (5.32)p        (4.19)p

US GAAP

Net return/(deficit) after
taxation as adjusted for
US GAAP                          4,729        2,655         (1,555)          178         (2,185)        (8,762)       (11,510)


Basic revenue return per
ordinary share as
adjusted for US GAAP             4.68p         2.60p         (1.52)p        0.17p         (2.14)p        (8.42)p        (10.2)p


Balance sheet data                As at        As at           As at                        As at          As at         As at
                                June 30      June 30         June 30                  December 31    December 31   December 31
                                   2000         2001            2002                         2002           2003          2004
                                GBP'000      GBP'000         GBP'000                      GBP'000        GBP'000       GBP'000

UK GAAP

Total assets                    466,702      422,007         466,970                      507,529        623,256       734,076

Current liabilities               5,087        4,747           4,357                        4,783         (8,111)       (7,764)

Long-term debt                        0            0          39,152                       39,201         88,108       (49,479)

Minority interest                   490          388             374                          353            419          (504)

Net assets                      461,125      416,872         423,087                      463,192        526,618       676,403

Net asset value per Ordinary
Share                            450.9p       407.6p          413.7p                       452.9p         467.5p        552.0p

Capital stock (excluding
long-term debt and
redeemable preferred stock)     461,125      416,872         423,087                      463,192        526,618       676,403

Number of Ordinary Shares
outstanding as
adjusted to reflect changes
in capital                      102,266      102,266         102,266                      102,266        112,655       122,530

US GAAP

Net assets as adjusted for
US GAAP                         463,527     414,827          421,246                      463,192        526,618      676,403

Net asset value per Ordinary
Share as adjusted
for US GAAP                      453.3p      405.6p           411.9p                       452.9p         467.5p       552.0p

</TABLE>

1 The Company's income and capital gains have been and in the future are
expected to be derived primarily from distributions in respect of its holdings
in an international portfolio of investment funds structured as limited
partnerships and unit trusts for which Schroder Ventures or Permira acts as
general partner, manager, adviser or consultant (the "Funds").  The Company
will account for such distributions by reference to the underlying source of
the distribution.

                                   3


Dividend per Ordinary Share Information

     For the fiscal year ended  December 31, 2004, the board of directors of the
Company  (each  a  "Director,"  and  collectively,   the  "Directors")  has  not
recommended the payment of, and the Company will not pay, a final dividend.  The
Company reported a deficit for the fiscal year on its revenue account. See "Item
5. Operating and Financial  Review and  Prospects"  for more  information on the
Company's operations during its fiscal year ended December 31, 2004.

     The following  table presents a complete  summary of dividends per Ordinary
Share  stated in both  pounds  sterling  and U.S.  dollars.  The amounts in U.S.
dollars are based on the exchange rates at each respective payment date.

Payment Date                   Pounds Sterling                  U.S. Dollars

December 7, 2000                         3.80p                       $0.0457
November 26, 2001                        1.80p                       $0.0261
Calendar Year Ended 2002                 0.00p                       $0.0000
Calendar Year Ended 2003                 0.00p                       $0.0000
Calendar Year Ended 2004                 0.00p                       $0.0000

Exchange Rate Information

     (a) The  Federal  Reserve  Bank of New York  Noon  Buying  Rate for  pounds
sterling in New York City expressed in U.S.  dollars per GBP1.00 (rounded to the
nearest cent) (the "Noon Buying Rate") at June 30, 2005 was $1.79.

     (b) The table below sets forth, for the periods  indicated the high and low
Noon Buying Rates for each of the most recent six full months.

Last Six Months                          High              Low

January                                  $1.91             $1.86
February                                 $1.92             $1.86
March                                    $1.93             $1.87
April                                    $1.92             $1.87
May                                      $1.90             $1.82
June                                     $1.84             $1.79

     (c) The table below sets forth for the periods  indicated  the average Noon
Buying Rate for each period,  calculated by using the average of the Noon Buying
Rates on the last day of each month during the period.

Fiscal Year Ended                                          Average

June 30, 2000                                              $1.61
June 30, 2001                                              $1.47
June 30, 2002                                              $1.46
December 31, 2002 (six-month period)                       $1.57
December 31, 2003                                          $1.64
December 31, 2004                                          $1.84

                                   4

B.       Capitalization and Indebtedness

         Not applicable to this Form 20-F.

C.       Reasons for the Offer and Use of Proceeds

         Not applicable to this Form 20-F.

D.       Risk Factors

Risks Relating to Value and Liquidity of Ordinary Shares

     The  Company's  Ordinary  Shares  are  listed  on the  Official  List  (the
"Official List") of the United Kingdom Listing  Authority  ("UKLA") and admitted
to trading on the market for listed securities of London Stock Exchange plc (the
"LSE").  There is no guarantee that the market price of the Ordinary Shares will
reflect  the  underlying  net  asset  value of the  Company,  nor is  there  any
guarantee as to the level of liquidity  in the market for Ordinary  Shares.  The
Ordinary Shares will not be registered in the United States under the Securities
Act, or the securities laws of any state.  The Company has not registered  under
the Exchange Act, for the purpose of facilitating  secondary market trading with
respect to its securities in the United States, and the Company does not intend,
directly or indirectly, to facilitate secondary market activity. Accordingly, it
is  expected  that there will be no market  for these  securities  in the United
States.

Risks Relating to the Company's Lack of Control of Underlying Investments

     The Company's  portfolio  consists  largely of holdings in Funds managed or
advised  by  "Permira"  or  "Schroder   Ventures++",   entities   providing
management,  advisory or consultancy  services to, or conducting the business of
designing,  managing  or  advising,  private  equity and other funds or products
under the overall  business  names of Permira or Schroder  Ventures (as the case
may be,  "Permira"  or  "Schroder  Ventures").  See also  "Item  10.  Additional
Information - Material  Contracts" for further  details  regarding the Company's
relationship  with Permira.  Pursuant to statutory  requirements  governing U.K.
investment  trusts  and the  listing  rules of the UKLA (the  "Listing  Rules"),
however,  the Company may not hold  interests in any Fund which would enable the
Company to control  that Fund.  As a result,  the  Company  will only be able to
alter the  investment  policies of a particular  Fund in which it is invested by
acting in  conjunction  with  other  investors  in that Fund.  As a result,  the
Directors have no control over the investment  decisions made by the managers of
individual investee  companies.  An "Investee Company" is a company in which one
of the Funds has invested.  Although  Fund managers must act in accordance  with
common  investment  objectives and policies and are subject to the  restrictions
set out in the  documents  establishing  each  Fund,  the  Company  can  make no
assurance that the Funds' managers will make investment  decisions  according to
the Directors' expectations.  See "Item 4. Information on the Company - Business
Overview -  Investment  Portfolio  -  Diversification  of  Investment  Portfolio
Relating to Fund Investments."

++ For the purposes of this annual report, "Schroder Ventures" includes,
but is not limited to, the following independent advisory entities: MKS
Consulting KK, Schroder & Associates Canada Inc., SV Investment Partners LLC,SV
Life Sciences Advisers Limited and Symphony Capital Partners Limited.

                                   5

Risks Relating to Changes in Value of the Company's Portfolio

     The ability to achieve capital  appreciation of the Funds could be affected
by any significant  general change in the value of the  investments  held by the
Funds.  Private equity investments,  by their nature,  involve uncertainty as to
the ultimate value likely to be realized upon disposition of those  investments,
particularly  because  their  predominantly  unquoted  nature means that a ready
market may not exist for them. The value of these investments could decrease and
the Company,  as an investor in these Funds,  may not recover the full amount of
its  original  investment,  which may affect the  market  price of the  Ordinary
Shares.

Risks Relating to Illiquidity of the Company's Investments

     In certain circumstances,  the Company may wish to transfer its holdings in
one or more Funds. In a majority of the Funds, the general  partner,  trustee or
manager  has the  ultimate  right,  similar  to that  exercised  by the board of
directors  of a private  corporation,  to refuse to register  the transfer of an
interest  in such Fund.  While the  Company  has no reason to  believe  that any
request  for the  transfer  of an  interest  in a Fund would be  refused,  it is
possible that the overriding  fiduciary duty of the general partner,  trustee or
manager of the Fund could require it to refuse to register a particular transfer
of an interest in that Fund proposed by the Company.

Risks Relating to Capital Calls

     To the extent that the Company invests in a Fund that has not completed its
investment  program,  or an  "immature"  Fund,  the  Company  may be required to
provide  more  capital  to the Fund in the  future if  requested  by the  Fund's
managers (these  requests are referred to in this annual report as "Calls").  If
the Company fails to pay a Call when due, such failure could require the Company
to sell its existing  interests at a discount of up to 25% of their value and/or
dilute its  existing  interests in that Fund by up to 25%. In the case of a unit
trust,  the Company's  failure to meet a Call could result in the  forfeiture of
the units with respect to which the default occurred. Upon any such default, the
Company could also lose the right to participate in further  investments made by
the Fund.  The same result would arise for the Trust to the extent that it fails
to meet a Call  associated with its investment in an immature Fund. See "Item 4.
Information  on the  Company - Business  Overview -  Description  of the Funds -
Calls."

Risks Relating to Changes in Value of Funds' Investments

     The value of the assets of the Funds may be affected by uncertainties, such
as political developments,  changes in government policies,  taxation,  currency
repatriation and other restrictions, in some of the countries in which the Funds
may invest.  The Company,  directly or indirectly through the Funds, may also be
exposed  to  countries,  currencies  and  industries  in which  the Funds do not
currently hold any interest.

Risks Relating to Currency Fluctuations

     In addition, the Funds are denominated in a number of currencies. The Funds
may,  but are not  required  to,  seek to  minimize  the  exposure  to  currency
fluctuations  through the use of hedging techniques and instruments,  but it may
not be possible or practicable to hedge against  consequent  currency  exposure.
See "Item 4. Information on the Company - Business Overview - Foreign Exchange."

                                   6

Risks Relating to the Company's Investment Flexibility

     The  Company  has broad  discretion  regarding  the types  and  amounts  of
investments it can make in investments or  co-investments  involving one or more
Funds. The Company may invest in listed or unlisted  companies or other entities
with exposure to buy-out and development capital markets,  listed companies with
no  exposure  to  buy-out  and  development  capital  markets,   fixed  interest
securities,  marketable  debt  securities  and  synthetic  or traded  derivative
instruments.  Other than the  investment  restrictions  set out in the Operating
Agreement  that is  discussed  in "Item 10.  Additional  Information  - Material
Contracts" and certain investment  restrictions and diversification  obligations
under applicable laws and regulations relating to qualification as an investment
trust,  there are no restrictions on the types of funds in which the Company may
invest.  Many of these  investments  involve a high degree of risk,  including a
possible loss of the entire investment.

Risks Relating to Investment Returns

     Past  performance  is not  necessarily a guide to future  performance.  The
income from the Company's  investments is subject to change, which in turn could
affect the  Company's  investment  return and may affect the amount of dividends
the Company pays to its investors. The investment returns for the Company in the
future may differ  materially from the historical  returns of the Funds and will
depend,  among other  things,  on changes in the  composition  of the  Company's
portfolio.

Risks Relating to Taxation

     There can be no  guarantee  in advance that the Company will be approved as
an  investment  trust for U.K. tax purposes by the U.K.  Inland  Revenue for any
accounting periods. See "Item 10. Additional Information - Taxation."

     There is a risk that certain of the  Company's  holdings in unit trusts and
non-U.K.  resident  companies  (held through  partnerships or directly) could be
treated as "loan relationships" for the purposes of the regime for borrowers and
lenders  established  by the UK  Finance  Act  1996.  The  consequence  of  such
treatment  would  be that  the  amount  of any  increase  in the  value of these
holdings would be taxed as income to the Company.  The Company also would obtain
relief for reductions in the value of such holdings on a mark-to-market basis.

Item 4.           INFORMATION ON THE COMPANY

A.       History and Development of the Company

     The Company was  incorporated  and registered under the laws of England and
Wales under the Companies Act as a public company  limited by shares on June 12,
1995 under the name  Chamwell  Services  plc. On February 20, 1996,  the Company
changed its name to Schroder Ventures International Investment Trust plc, and on
April 3, 1996, the Company received its official  certificate  under section 117
of the Companies Act  entitling  the Company to commence  business.  The Company
changed its name to SVG Capital plc on May 7, 2004.  The Company does not have a
limited life.

     The Company's board of directors consists of eight Directors, a majority of
whom are  required  by the  Company's  Articles  of  Association  to be  persons
independent  of Schroder  Ventures  and of Schroders  plc and its  subsidiaries,
subsidiary  undertakings  and  associated  undertakings  (all as  defined in the
Companies Act) (the "Schroder Group").

                                   7

Enlargement of the Company's Operations

     In June 2001, following approval by the Company's shareholders, the Company
acquired SVGA and SVGNA. SVGA and SVGNA each became  subsidiaries of the Company
at that time.  The Company  acquired  SVGA from  Schroder  Ventures  Limited for
GBP100, and assumed responsibility for the costs and received the benefit of the
income  streams of SVGA  beginning on January 1, 2001.  On June 18,  2001,  SVGA
acquired  SVGNA,  a  broker-dealer  registered  with the Securities and Exchange
Commission  ("SEC"),  from  Schroder  Venture  Managers  Inc. for  $50,000,  and
subsequently  paid the Schroder  Group an  additional  $250,000 in respect of an
increase in required capital for regulatory reasons. On June 26, 2001, April 22,
2002,  December  19, 2002 and May 14, 2004 the Company  subscribed  for 749,900,
750,000, 1,500,000 and 1,250,000 ordinary shares of GBP1 each, respectively,  in
SVGA.  SVGA  subscribed  for additional  capital of SVGNA  amounting to $279,000
during the year ended December 31, 2004.

     On December 13,  2002,  SVGA  acquired 100 common  shares of $1 each in SVG
Advisers  Inc. for $100.  SVGA  subscribed  for  additional  capital of $141,463
during the year ended December 31, 2004.

     The Company  acquired 100 ordinary  shares of GBP1 each in SVGIM for GBP100
on October 16, 2002.  On May 16, 2003 and May 4, 2005,  SVGIM issued  99,900 and
150,000  ordinary  shares  of  GBP1  each  to  the  Company  for  GBP99,900  and
GBP150,000, respectively.

     The  acquisition  of SVGA and SVGNA has  allowed the Company to provide the
following specialist  financial advisory services:  SVGA, SVGIM and SVGNA advise
investment vehicles that invest in private equity or public equity using private
equity  techniques.   These  products  seek  to  generate  absolute  returns  or
outperform public markets.

     For more information regarding the acquisition of SVGA and SVGNA, see "Item
5.  Operating  and  Financial  Review and  Prospects  -  Liquidity  and  Capital
Resources."

Arrangements with Permira

     On March 21, 2005,  the Company  entered into an Operating  Agreement  with
Permira  Holdings  Limited  ("PHL") and a  Subscription  Agreement  with Permira
Capital Limited ("PCL"). Both of these agreements were approved by the Company's
shareholders  at the Company's  Annual General Meeting ("AGM") held on April 25,
2005 and further details thereof are set out in "Item 10. Additional Information
- Material Contracts".

Euro Depositary Receipts

     The Company cancelled its euro-denominated receipts ("EDRs") on February 7,
2005.  EDRs are  securities  issued  by a  depositary  bank that  represent  the
underlying shares of a company. They are denominated and traded in euro.

                                   8

Subordinated Convertible Bonds due 2011

     On November 21, 2001,  the Company issued  GBP40,000,000  nominal of 4-1/2%
Subordinated  Convertible Bonds due November 2011 (the "Bonds 2011").  The Bonds
2011 are  convertible,  at the  option of the  holders of the Bonds  2011,  into
Ordinary  Shares at a price of 399p per  Ordinary  Share.  The  Bonds  2011 were
listed on the Official  List and were  admitted to trading on the LSE on July 5,
2002.  During the year ended December 31, 2003, a total of GBP600,000 Bonds 2011
were converted into 150,375 Ordinary Shares.

     On 22 November 2004, the Company  announced that it had exercised its right
to call for  redemption  of all the Bonds 2011 in issue and gave  holders of the
Bonds 2011 the option to convert their holding into Ordinary Shares. On December
6, 2004, a total of 9,874,679 Ordinary Shares were allotted on conversion of all
the Bonds 2011 in issue.

Subordinated Convertible Bonds due 2013

     On  May  21,  2003,  the  Company  issued  GBP40,000,000  nominal  of  4.5%
Subordinated  Convertible Bonds due May 2013 ("Bonds 2013").  The Bonds 2013 are
convertible at the option of the holders of the Bonds 2013 into Ordinary  Shares
at a price of 480p per Ordinary Share. The Bonds 2013 are listed on the Official
List and were admitted to trading on the LSE on May 21, 2003.

     On July 16,  2003,  July 18, 2003 and August 7, 2003 the Company  issued in
three  tranches  an  additional   GBP9,000,000  nominal  of  Bonds  2013.  These
subsequent  tranches  of Bonds  2013 are also  convertible  at the option of the
holders of the Bonds 2013 into  Ordinary  Shares at a price of 480p per Ordinary
Share.  These subsequent  tranches of Bonds 2013 are listed on the Official List
and were admitted to trading on the LSE on August 18, 2003.

Electronic Settlement

     The  Company's  Ordinary  Shares are traded  through  the CREST  system,  a
multi-currency electronic settlement system for securities in the United Kingdom
and Ireland.

Registered and Head Offices

     The  Company's  registered  office is 31 Gresham  Street,  London  EC2V 7QA
England  (Tel:  #44 20 7658 3206),  and its head office and  principal  place of
business is 111 Strand, London WC2R 0AG (Tel: #44 20 7010 8900).

B.       Business Overview

Summary

     The Company  carries on business as an investment  trust,  and is listed on
the Official List and admitted to trading on the LSE.  Following the  investment
review and the decision of the Board referred to and described in more detail on
page 10, the Company obtained shareholder approval at the Annual General Meeting
held on April 25, 2005,  to change its  investment  policy.  As a result of this
change, the Company's investment objective is to achieve capital appreciation by
investing  principally  in private  equity  funds that are managed or advised by
Permira, one of Europe's leading private equity firms. In addition,  the Company
invests in private equity funds that invest in Japan,  North  America,  Asia and
the life  sciences  sectors,  and in  unquoted  and  quoted  businesses  through
specialist  funds  and  co-investments  alongside  these  funds.  See  "Item 10.
Additional  Information  -  Material  Contracts"  for  more  information  on the
relationship between the Company and Permira.

                                   9

     To complement this  investment  objective and create capital and income for
the Company, its fund advisory business structures, markets, manages and advises
products for  investment  in private  equity and in public  equity using private
equity  techniques.  The Company's  consolidated  revenues  arise mainly from UK
operations.

     The  Directors  intend to manage the affairs of the Company so that it will
continue to satisfy  the  current  conditions  for  approval by the U.K.  Inland
Revenue  as an  investment  trust  under  section  842 of the  U.K.  Income  and
Corporation Taxes Act 1988 ("Section 842"). The last accounting period for which
the Company has been treated as approved by the U.K.  Inland  Revenue as meeting
the qualifying criteria for investment trust status is the period ended December
31, 2002, and the Company subsequently has conducted its affairs so as to enable
it to continue to qualify for such approval.

Investment Portfolio

         Investment in the Funds.

     The  Company's  investment  portfolio  at December  31, 2004  consisted  of
interests in 23 Funds, which for purposes of this annual report includes various
co-investments, and is expected to continue to consist primarily of interests in
these Funds and similar  funds  offered in the future.  Of these Funds,  15 were
mature  and 8 were  immature.  A  mature  Fund  is one  that  has  substantially
completed its investment program,  while an immature Fund is one that has yet to
complete its investment program. See "- Description of the Funds - Calls."

     The Funds, which consist of limited  partnerships and unit trusts organized
in the United  States and various  foreign  countries,  have been  organized  at
various times since 1985 for the purpose of making  venture  capital and buy-out
investments in various business ventures located in various countries, including
the United States.  As of December 31, 2004,  the Funds held  investments in 129
business enterprises.  The Funds have not been offered or traded publicly in the
United States and are subject to various  restrictions on transfers of interests
therein.  There is no public  market  for any of the Funds in any  country,  and
there is no  intention  to  create a public  market  for any of the Funds in the
future.  Of the 23 Funds,  21 are  10-year  closed-end  funds,  one is an 8-year
closed-end fund and one is a 15-year closed-end fund. Ten of the Funds that have
reached  the end of  their  original  terms  have,  with  the  consent  of their
respective  investors,   had  their  original  terms  extended.   Following  the
expiration  of their  respective  terms,  the Funds will  dissolve  to permit an
orderly  liquidation of their assets, and then terminate.  The life of the Funds
generally  may be extended  only with the consent of investors  and/or  Advisory
Committees.

         Diversification of Investment Portfolio Relating to Fund Investments.

     Following a review of its future  investment  policy,  the Board  concluded
that the Company's core focus should remain on international private equity and,
within  that,  its primary  focus  should be on Europe and, to a lesser  extent,
Japan. While the Company will continue to have valuable commitments in the US in
smaller company  buy-outs and in the life sciences  sectors,  the Board believes
that the buy-out markets of Europe and Japan will provide  excellent  investment
opportunities over the next five to ten years.

                                   10


     Within these two markets the Board has decided to concentrate the Company's
investments with our existing, highly rated investment advisers, Permira and MKS
Advisers.  SVG Capital plc has therefore  entered into  agreements  with Permira
which  give the  Company  full  access to the next two funds  which  Permira  is
expected to raise,  Permira IV and Permira V, and which strengthen the Company's
long-standing relationship with Permira.

     In addition,  both the conditions for  qualification as an investment trust
and the Listing Rules impose certain investment diversification  requirements. A
list of the Company's investments at December 31, 2004 is shown below:

<TABLE>
<CAPTION>

List of Investments                                                   Value of SVG Capital's  SVG Capital's Net
                                                                             Holding GBP'000             Assets
<S>                                                                                      <C>               <C>
                                                                                                              %
Asia
Asia Pacific Trust                                                                       454                0.1
Asia Pacific Fund II ("APF II")                                                       14,477                2.1
Schroder Ventures Asia Pacific Fund ("SVAPF")                                         28,557                4.2
Co-investments with APF II and SVAPF                                                   1,685                0.3
The Japan Venture Fund III                                                             9,756                1.4
The Japan Venture Fund IV                                                             12,746                1.9
---------------------------------------------------------------------------------------------------------------
Total Asia                                                                            67,675               10.0
---------------------------------------------------------------------------------------------------------------

Continental Europe
Permira Europe I                                                                      21,362                3.2
Permira Europe II                                                                    356,041               52.6
Permira Europe III                                                                    80,893               12.0
P123                                                                                  62,736                9.3
Permira France I                                                                         416                0.1
Permira France Venture I                                                                  63                0.0
Permira German Buy-Outs                                                                9,608                1.4
Permira German Buy-Outs 1992                                                              82                0.0
Permira Italy II                                                                       1,572                0.2
---------------------------------------------------------------------------------------------------------------
Total Continental Europe                                                             532,773               78.8
---------------------------------------------------------------------------------------------------------------

United Kingdom
Permira UK III                                                                         4,645                0.7
Permira UK Venture III                                                                    55                0.0
Permira UK Venture IV                                                                    785                0.1
---------------------------------------------------------------------------------------------------------------
Total United Kingdom                                                                   5,485                0.8
---------------------------------------------------------------------------------------------------------------

North America
Schroder Canadian Buy-Out Fund II ("SCBoF II")                                         5,016                0.7
Schroder Canadian Buy-Out Fund III ("SCBoF III")                                       1,097                0.2
Co-investments with SCBoF II and III                                                   5,424                0.8
SV Life Sciences Fund                                                                    975                0.1
SV Life Sciences Fund II                                                              29,533                4.4
SV Life Sciences Fund III                                                             11,136                1.6
SV Investments Fund                                                                   27,370                4.1
Co-Investments with SV Investments Fund                                                1,714                0.3
---------------------------------------------------------------------------------------------------------------
Total North America                                                                   82,265               12.2
---------------------------------------------------------------------------------------------------------------

Total private equity portfolio                                                       688,198              101.8
Money market instruments                                                              10,987                1.6
UK listed equity funds                                                                15,179                2.2
---------------------------------------------------------------------------------------------------------------
Total investment portfolio                                                           714,364              105.6
Other assets less total liabilities                                                  (37,960)              (5.6)
---------------------------------------------------------------------------------------------------------------
Total net assets                                                                     676,403              100.0
---------------------------------------------------------------------------------------------------------------
</TABLE>


                                   11

         Diversification by Geographical Area and Sector.

     Although the Company has no formal guidelines concerning diversification by
geographical area and sector, the Directors expect that the Company's investment
portfolio  will  continue  to reflect the broad  geographical  spread and sector
diversification  of the  underlying  investments of the Funds.  The  information
below  provides a brief  description  of the  diversification  of the  Company's
investment  portfolio  by  geographical  area and sector.  The  Directors do not
believe  that there are any risks  specific to the  countries in which the Funds
have invested that would have a materially adverse effect on the Company.


Geographical Analysis

                                  December 31, 2004          December 31, 2003
                                     % of Portfolio             % of Portfolio
                                          (by Value)                 (by Value)

Multinational                                    26                         30
Continental Europe                               35                         30
UK                                               22                         19
North America                                     8                         10
Far East/Asia Pacific                             9                         11



     The only major change in the portfolio's  geographical  exposure during the
year ended  December  31, 2004 is the increase in its  weighting to  Continental
Europe, which increased to 35% as a result of the revaluation of Premiere.

     Due to the  number  of new  investments  in the  consumer  sector  this now
represents  41% of the  portfolio  at December  31,  2004.  The  decrease in the
portfolio's  weighting  to medical and health is a result of the sale of Sirona,
Euro Dental and Eyetech. The portfolio's exposure to computer/other  electronics
decreased to 16%,  partly a reflection of the  revaluation  of Memec and also in
part due to investments in other sectors.


Sector Analysis

                                December 31, 2004           December 31, 2003
                                   % of Portfolio              % of Portfolio
                                        (by Value)                  (by Value)

Consumer                                       41                          29
Medical/Health                                 11                          21
Computer & Other Electronics                   16                          22
Chemicals                                       6                           7
Industrial Products & Services                  6                           7
Other Manufacturing                             3                           3
Other Services                                 17                          10
Construction                                    0                           1



                                  12

         Future Investments

     It has been agreed with Permira that,  subject to the cashflow  projections
of the SVG Capital Group,  agreement on terms, due diligence and Board approval,
the  Company  will be the major  investor  in future  Permira  Funds,  including
Permira IV and  Permira V. On that basis,  the Company  will be entitled to full
access to such funds.

     For the period of the Operating Agreement,  as outlined more fully in "Item
10. Additional Information - Material Contracts", the Company will not commit to
any non-Permira  private equity fund or product for direct investment other than
the agreed  commitments  to other private  equity funds referred to in "Item 10.
Additional  Information - Material  Contracts" and Japan Funds.  The Company may
also, within certain limits, carry out the temporary  warehousing of investments
for any structured products managed or advised by the SVG Capital Group.

     The Company  intends that,  once it, or any other member of the SVG Capital
Group,  has made a commitment  to Permira IV, the SVG Capital Group will operate
so that not more than 20 % of the gross assets and uncalled  commitments  of the
SVG  Capital  Group  are  invested  in or  committed  to SVG  Products  or other
non-Permira  funds or products  (subject to certain  limited  exceptions),  over
time. After that commitment to Permira IV is made, the aggregate amount invested
in or  committed to such funds or products  (at the time of such  investment  or
commitment) will not exceed 25 % of the gross assets and uncalled commitments of
the SVG Capital Group. Within these restrictions, the SVG Capital Group may also
invest in private equity (or other) funds of funds.

     The restrictions  above will not apply to SVG Products,  which may continue
to invest in any funds and products.  However,  any  investment  made by the SVG
Capital  Group in SVG Products  will be subject to the  restrictions  more fully
outlined in "Item 10. Additional Information - Material Contracts".

     Members  of the SVG  Capital  Group may  continue  to manage and advise any
funds and products, including new funds and products launched by the SVG Capital
Group.  It is expected  that these funds and products  will  maintain a focus on
private equity or public equity using private equity techniques.

     As part of the  agreement,  the SVG  Capital  Group  also has the  right to
launch,  manage and advise  future  structured  products for third party funding
around  Permira  IV and  Permira  V in  priority,  subject  to  certain  limited
exceptions, to Permira.

     SVG Capital plc will remain self managed.  None of Permira,  the SVGA Group
or any third party will have management  discretion  over the Company's  capital
available  for  investment  or  any  authority  to  take  investment  management
decisions on behalf of the Company.

     To the  extent  the  Company  has  surplus  capital  beyond  its  permitted
investments  and  commitments  as outlined in this  document,  this capital will
continue to be invested in cash and liquid securities.

                                   13

     The  Directors  will  consider  each such  investment on its merits and may
decline to invest if they determine that such investment is not suitable for the
Company's  portfolio.  The Company will invest on terms at least as favorable as
those  available  to other  investors,  subject to any  alteration  which may be
appropriate for the Company in accordance with the investment  restrictions  set
out below. It is anticipated  that such  investments will only be made where the
Company's  cash  resources  (including  ongoing  distributions  from the Funds),
revenues  and  credit   facilities  will  be  sufficient  to  finance  the  full
subscription  amount  payable by the Company in connection  with any such future
investments.  See "Item 5.  Operating  and  Financial  Review  and  Prospects  -
Liquidity and Capital Resources," below, for additional  information relating to
the Company's Facility Agreement.

     The Company may acquire  further  interests in existing Funds from existing
Fund investors if the Directors  believe that such action is appropriate and can
be  accomplished  on  acceptable  terms.  The Company does not intend to acquire
further interests in any Fund if such an acquisition would result in the Company
acquiring control of that Fund.

     Co-Investment and Limitations. The Company may also co-invest alongside one
or more of the Funds.  Co-investment  opportunities  arise  principally  where a
proposed  investment in an Investee Company exceeds the capacity of the relevant
Fund.  The aggregate of a single  co-investment  and  participation  in the same
company  through the Funds may not exceed 5% of the Company's  consolidated  net
assets.  The  overall  restriction  on  co-investments  remains  at  10%  of the
Company's  consolidated net assets. The calculation of these percentages will be
made at the time any such  co-investment is made. These percentage  restrictions
on  co-investments  are  subject to change  and are  regularly  reviewed  by the
Directors.  Any co-investment by the Company will be on an arm's-length basis on
terms  that  are at least  substantially  similar  to those of the  co-investing
Fund's  investment.  At  December  31,  2004,  the Company  held  co-investments
totaling GBP8.8 million and representing 1.3% of the net assets of the Company.

     Other  Permitted  Investments.  The Company may also invest in  alternative
listed or unlisted  companies  or other  entities  with  exposure to buy-out and
development  capital markets.  In addition,  the Company may, from time to time,
invest  in other  listed  companies  and  fixed  interest  securities  and other
marketable debt securities that are unrelated to buy-out and development capital
markets or retain cash balances pending re-investment. At December 31, 2004, the
Company's  gross cash  balance  of GBP25.1  million  was held  principally  in a
portfolio  of money  market  funds and cash  deposits.  The Company also has the
power to enter  into  transactions  involving  synthetic  or  traded  derivative
instruments over a range of different underlying securities and currencies.  The
Directors  expect  this power will be used for  hedging or to gain  exposure  to
quoted equity instruments,  but not for speculative or trading purposes. Subject
to the  terms  of the  Operating  Agreement  discussed  in  "Item  10.  Material
Contracts," there are no restrictions on the types of funds in which the Company
may invest.

Portfolio at Fiscal Year End

     As of December 31, 2004, the Company's  investment  portfolio  consisted of
interests  in each of the 23 Funds,  which for  purposes of this  annual  report
includes  various  co-investments.  The "List of Investments"  table on pages 11
through 12 presents summary information, as of December 31, 2004, on each of the
Funds, as well as the Company's  percentage ownership of each Fund, the value of
the  Company's  holdings in each Fund and the  percentage  of the  Company's net
assets constituted by each Fund.

                                   14

     As of December 31, 2004, no underlying Investee Company comprised more than
10.9% by value of the  Company's  net  assets.  The "Twenty  Largest  Underlying
Companies"  table set out below  provides a brief  description of the 20 largest
underlying Investee Companies which, as of December 31, 2004, represented 72% by
value  of  the  Company's  total  assets,  determined  based  on  the  value  of
investments.


Twenty Largest Underlying Companies
1. Premiere (Germany)
Company (GBP000's)
Cost                        13,318
Value                       73,616
% of net assets             10.9%
Date of Acquisition         Feb 2003


Premiere  is a Pay-TV  operator  in Germany  and  Austria.  It offers  exclusive
premium Pay-TV content including sports, movies and special interest packages on
more than 25 channels.  The company has  approximately  3.2 million  subscribers
serving both satellite and cable households. The valuation basis is third-party.

2. Cognis (Germany)
Company (GBP000's)
Cost                        11,872
Value                       43,764
% of net assets             6.5%
Date of Acquisition         Nov 2001

Cognis is a global  supplier of specialty  chemicals.  The five divisions of the
Cognis Group - Care Chemicals,  Nutrition & Health, Functional Products, Process
Chemicals and Oleochemicals, - supply international manufacturers of detergents,
cleaners and cosmetics,  as well as other  industrial  customers.  The valuation
basis is earnings.

3. Travelodge & Little Chef (UK)
Company (GBP000's)
Cost                        41,293
Value                       41,614
% of net assets             6.2%
Date of Acquisition         Feb 2003

Travelodge  is the  second  largest  operator  in the UK budget  hotel  sectors,
providing around 14,000 rooms in 240 hotels located around Britain.  Little Chef
is the largest  roadside  restaurant  chain in Britain  with  approximately  300
outlets. The valuation basis is earnings.

4. Ferretti (Italy)
Company (GBP000's)
Cost                        36,014
Value                       40,974
% of net assets             6.1%
Date of Acquisition         Oct 2002

Ferretti is a world leading producer of luxury motor yachts larger than 40 feet,
created through a buy and build strategy of complementary  motor yacht builders.
The valuation basis is earnings.

5. Seat Pagine Gialle (Italy)
Company (GBP000's)
Cost                        28,819
Value                       38,169
% of net assets             5.6%
Date of Acquisition         July 2003

SEAT  Pagine  Gialle,  is a  telephone  directories,  business  information  and
directory  assistance  company which demerged from the internet,  television and
business  publishing  arm of SEAT in August  2003.  The company has  significant
market share in Italy,  the UK and Germany and is Italy's  leading  yellow pages
and telephone directory publisher. The valuation basis is quoted.


                                   15

6. Hogg Robinson (UK)
Company (GBP000's)
Cost                        22,178
Value                       33,082
% of net assets             4.9%
Date of Acquisition         June 2000

Hogg  Robinson  is a  services  company  comprising  two  principal  activities:
international  business travel and outsourced  employee  benefit  services.  The
company's travel operations  include corporate travel management and e-commerce.
The employee benefit services comprise benefit  consulting,  administration  and
payment processing. The valuation basis is earnings.

7. AA (UK)
Company (GBP000's)
Cost                        31,983
Value                       31,983
% of net assets             4.7%
Date of Acquisition         Sep 2004

The AA has a pre-eminent  position in the roadside  services  market,  providing
both  private  and fleet  motorists  with  breakdown  cover  across  the UK. The
business, when acquired, comprised roadside recovery, insurance, personal loans,
service  centres,  mobile tyre  fitting,  publishing  and driving  schools.  Its
financial services division provides motor and home insurance and personal loans
with some 1.6 million  insurance  policies  and a GBP1  billion  loan book.  The
valuation basis is cost in fund currency.

8. Memec (UK)
Company (GBP000's)
Cost                        39,563
Value                       29,721
% of net assets             4.4%
Date of Acquisition         Oct 2000

Memec is a global specialist semiconductor distributor with operations in all of
the world's key technology  markets:  Europe,  the Americas,  Japan and the Asia
Pacific regions. The valuation basis is earnings.

9. Dinosol Supermercados (formerly Ahold Supermercados) (Spain)
Company (GBP000's)
Cost                        24,954
Value                       24,954
% of net assets             3.7%
Date of Acquisition         Dec 2004

Dinosol  Supermercados  (formerly  Ahold  Supermercados)  operates 572 stores in
Spain and the  Canary  Islands,  trading  under a number  of  brands  including:
SuperSol, HiperSol,  HiperDino, Netto and CashDiplo. The valuation basis is cost
in fund currency.

                                   16

10. debitel (Germany)
Company (GBP000's)
Cost                        19,319
Value                       20,387
% of net assets             3.0%
Date of Acquisition         June 2004

debitel is Europe's largest mobile phone service provider, offering a wide range
of telecommunications products (mobile, fixed line and internet). The company is
headquartered in Germany and has over 10.2 million  customers and operates via a
network of 5,000 retail  partners and 100 of its own shops.  The valuation basis
is cost in fund currency.


11. New Look (UK)
Company (GBP000's)
Cost                        19,229
Value                       20,292
% of net assets             3.0%
Date of Acquisition         April 2004

New Look is a leading UK fashion  retailer  targeting the young  (15-44)  female
market.  The company was  established in 1969 and has grown to become one of the
UK's largest retailers of womenswear with around 4% of the UK womenswear market.
New Look has 504  stores in the UK and 181 stores in France  (trading  under the
MIM fascia). The valuation basis is cost in fund currency.

12. Vendex (Benelux)
Company (GBP000's)
Cost                        20,100
Value                       20,100
% of net assets             3.0%
Date of Acquisition         Sep 2004

Vendex is the  largest  non-food  retailer in the  Benelux  with market  leading
positions  in the  department  store,  DIY,  apparel  and  consumer  electronics
sectors.  The company  trades from 15 stores  fascias and around 1,800  outlets,
employing  43,000  people.  Vendex has a diversified  portfolio of strong brands
with  most  of  the  company's  retail  formats  being  household  names  in the
Netherlands and Belgium. The valuation basis is cost in fund currency.

13. Grammer (Germany)
Company (GBP000's)
Cost                         8,476
Value                        16,954
% of net assets              2.5%
Date of Acquisition          May 2001

Grammer  supplies  seating  equipment  to  the   automotive/commercial   vehicle
industry.    The   company    serves   three    different    segments   of   the
automotive/commercial  vehicle  industry:  automotive  equipment (mainly seating
utilities),  commercial  vehicle driver seats and commercial  vehicle  passenger
seats. The valuation basis is earnings.

14. Marrazzi (Italy)
Company (GBP000's)
Cost                        15,772
Value                       15,772
% of net assets             2.3%
Date of Acquisition         Dec 2004

Marazzi is the world's  largest  manufacturer  of ceramic tiles.  The company is
active in 130  countries and has over 4,000  employees and 18 plants  located in
Italy,  Spain, France and the US with a new plant opening in Russia in 2005. The
valuation basis is cost in fund currency.

                                   17

15. austriamicrosystems (Austria)
Company (GBP000's)
Cost                       25,258
Value                      15,178
% of net assets            2.2%
Date of Acquisition        June 2000

austriamicrosystems  designs,  manufactures and sells  semiconductor  speciality
products,  focusing on analogue and mixed signal ASICS  (Application  - Specific
Integrated Circuits). The company serves the wireless communications, industrial
and automotive end-customer markets. The valuation basis is quoted.

16. Parkway Holdings (Singapore)
Company (GBP000's)
Cost                        19,041
Value                       12,957
% of net assets             1.9%
Date of Acquisition         Dec 1999

Parkway  is a private  healthcare  provider  in  Singapore  with an  established
network of hospitals and clinics in Malaysia,  Indonesia and India.  The company
has the  region's  best known  brand  name and a  reputation  for  technological
leadership. The valuation basis is quoted.

17. EEMS (Italy)
Company (GBP000's)
Cost                        1,376
Value                       12,650
% of net assets             1.9%
Date of Acquisition         May 1999

EEMS  performs  assembly  and  test  services  for DRAM and  Flash  memory  chip
manufacturers. It also assembles memory modules, which are used in PCs, telecoms
and the automotive industry. The valuation basis is earnings.

18. Leica Microsystems (Germany)
Company (GBP000's)
Cost                        8,682
Value                       11,095
% of net assets             1.6%
Date of Acquisition         April 1998

Leica  manufactures  and  supplies  microscopes  and related  equipment  for the
healthcare,  research  and  semiconductor  industries.  The  company has leading
positions  in  most  of  its  markets  and a  strong  track  record  in  product
innovation. The valuation basis is earnings.

19. Grand Navi Veloci (GNV) (Italy)
Company (GBP000's)
Cost                        10,576
Value                       10,576
% of net assets             1.6%
Date of Acquisition         Oct 2004

GNV is a leading European ferry company,  with a fleet of eight ships. The first
of its eight ships was  launched in 1993,  while its two largest and most recent
ships, Superba and Suprema,  were launched in 2002 and 2003. The valuation basis
is cost in fund currency.

                                   18

20. Inmarsat (UK)
Company (GBP000's)
Cost                        6,031
Value                       10,128
% of net assets             1.5%
Date of Acquisition         Dec 2003

As a  leading  provider  of  global  mobile  satellite  communication  services,
Inmarsat has been designing,  implementing and operating  satellite networks for
over 23 years. The company's  services include voice, fax, intranet and internet
access and other data services used by  multinational  corporations,  government
agencies,  media and  international  aid  organisations  and other  users in the
maritime, land and aeronautical sectors. The valuation basis is earnings.


     For a  description  of the  analyses  used to  determine  the  value of the
Company's investments, see "Valuation Policies," below.

Investment Restrictions and Diversification Obligations

     The  Directors  intend to  continue to manage the affairs of the Company so
that the Company will satisfy the current  conditions for approval by the Inland
Revenue as an  investment  trust  under  Section  842.  One of these  conditions
restricts the  investments a company seeking such approval can make. In order to
satisfy this condition, the Company will not acquire shares or securities in any
one company if such shares or securities  (taken  together) would represent more
than 15% of the Company's  investments by value at the time of acquisition.  For
this  purpose,  unit trusts  will  normally  be treated as  companies  and units
therein as shares of such  companies.  There are also special  rules under which
all of the Company's  holdings in  subsidiary  companies in which it owns 51% or
more (as defined for purposes of Section 842) will be aggregated  and treated as
one holding in a single  company for purposes of the 15% test.  Further,  if the
Company's  interest in a company  increases due to additional  investment in the
same company (including further investment in the same company through different
funds or  co-investment),  the entire  interest  will be treated as having  been
acquired at the time of the increased  investment for the purposes of satisfying
the 15% test.

     In  addition,  the Listing  Rules  independently  require  that the Company
maintain an adequately  diverse  spread of investments by investing no more than
20% of its gross  assets  by value at the time of  acquisition  in any  Investee
Company or investee group.  For the purposes of calculating the above percentage
interest for the Listing Rules, the Company's interest in an underlying Investee
Company of the Funds is calculated,  where applicable, by aggregating all of the
Company's  interests in investments in such Investee  Company or investee group,
irrespective  of the Funds  through  which the Company holds its interest in the
Investee Company.  If the Company's  interest in an underlying  Investee Company
increases  due to  further  investment  in that  Investee  Company,  the  entire
interest  will be treated as having been  acquired at the time of the  increased
investment.

                                   19
     In  order  to  ensure  that  the  Company  satisfies  both  the 15% and 20%
investment  limitations  described  above, the general partner or manager of the
Fund will notify the Company in advance of any proposed  investment in excess of
specified thresholds so that the Company can assess the effect of the investment
and, if necessary, take appropriate action in order to avoid violating either of
such restrictions. The Company will only make new investments in future funds if
either (i) the Directors  are satisfied  that the  investment  restrictions  set
forth above cannot be breached or (ii)  appropriate  opt-out  mechanisms  can be
obtained with the relevant Fund that will enable the Company,  without  penalty,
to limit or  eliminate  its  investment  in an Investee  Company if necessary to
permit the Company to ensure its own compliance with the above restrictions.  In
making other investments,  the Directors intend to ensure, where necessary, that
similar opt-out  mechanisms are available to the Company and that the investment
restrictions set forth above can be satisfied.

Borrowing Facility

     The  Directors  expect the  Company to meet its  commitments  to pay future
Calls in  respect  of its  existing  holdings  in  immature  Funds  from (i) the
existing cash resources of the Company,  (ii) the facilities available under the
EUR285,000,000  Revolving Credit Facility  Agreement (the "Facility  Agreement")
dated  September 24, 2004 between the Company,  Barings  (Guernsey)  Limited (as
trustee of the Platinum Trust), The Governor and Company of The Bank of Scotland
and The Royal Bank of Scotland plc, and (iii) from the proceeds of distributions
from  its  holdings  in  the  Funds.  These  distributions  are  expected  to be
principally the net proceeds of  realizations of investments  held by the Funds.
The timing of future  realizations and the dates of future Calls are necessarily
uncertain.  The Directors  are able to draw on the Facility  Agreement to enable
the Company to meet its commitment to pay future Calls. In addition, the Company
may use this borrowing facility to make new investments or for general corporate
purposes.  See "Item 5. Operating and Financial Review and Prospects - Liquidity
and  Capital  Resources,"  below,  for  additional  information  relating to the
Facility Agreement.

Valuation Policies

         General Valuation Policies.

     In valuing  its  investments,  the  Company  has  complied  and  intends to
continue to comply with the Statement of Recommended  Practice issued in January
2003 by the  Association  of Investment  Trust  Companies.  In  particular,  the
Directors  will  consider  whether a fixed  asset  investment  falls  within the
definition of a subsidiary  undertaking or associated undertaking (as defined in
the  Companies  Act) and apply the relevant  provisions of the Companies Act and
accounting standards.  Accordingly,  investments in limited partnerships or unit
trusts will not usually be consolidated with the Company's financial statements,
because  control  of the  affairs  of these  entities  typically  rests with the
general partners or trustees.  In addition,  where the Company does not exercise
significant  influence over the operating and financial  policy of a fixed asset
investment  due to the  nature  of  that  investment  (for  example,  a  limited
partnership  interest or unit in a trust), the Directors believe that the equity
method of accounting does not give a true and fair value.

     The  Company's  investments  in the various  Schroder  Ventures and Permira
funds are valued by the  Directors  at the  balance  sheet  date by valuing  the
underlying  investments  comprising the portfolios of the Schroder  Ventures and
Permira  funds in  accordance  with the  valuation  policies  set out below,  as
adjusted,  where  appropriate,  for other assets and liabilities of the Schroder
Ventures and Permira funds. The valuation policies of the Company are consistent
with the guidelines issued by the British Venture Capital Association  ("BVCA"),
which came into effect on August 1, 2003. In accordance  with these  guidelines,
where, in an exceptional case, the strict  application of the valuation policies
set out below would not, in the opinion of the Directors, result in a fair value
being  ascribed  to an  investment,  the  Directors  may  adopt  an  alternative
valuation in accordance with the overriding BVCA principle that the value should
be a fair one.

                                   20

         Valuation of the Portfolio at December 31, 2004.

     The  valuations  of the  Company's  holdings were based on the value of the
underlying assets of the Funds as of December 31, 2004,  determined as described
above and adjusted  where  appropriate  for other assets and  liabilities of the
Funds.

Description of the Funds

         Background.

     Members of the Schroder Group established  Schroder Ventures in 1983, which
has since  developed into a number of independent  entities.  As of December 31,
2004, these combined entities had 16 offices  world-wide,  providing  management
advisory or  consultancy  services to private  equity funds.  In November  2001,
Schroder  Ventures  Europe  changed its name to Permira and the Funds advised by
Permira were also  renamed.  As of December  31, 2004,  there were a total of 23
buy-out and development  capital Funds,  with combined  uncalled  commitments of
GBP3.4 billion.

     Of the 23  Schroder  Ventures  or  Permira  Funds,  20 are  for  investment
primarily within a single country or region,  and three are international  Funds
focusing on investment in the life sciences sector.  The geographical  spread of
the Funds and their advisers as of December 31, 2004 are summarized in the table
below:

<TABLE>
<CAPTION>


                          Number of Funds   Total Value of     Total Uncalled   Location of Advisers
Region                                            Funds at        Commitments
                                             (GBP Millions)     (GBP Millions)
<S>                                  <C>              <C>                 <C>              <C>

Continental Europe                      9            532.8              343.8   France, Germany, Italy, Spain, Sweden,
                                                                                United Kingdom and United States

Asia                                    5             67.7               43.2   Hong Kong, India, Japan, Singapore

North America /                         6             82.2               39.2   Canada, United States, United Kingdom
International (Life
Sciences)

United Kingdom                          3              5.5                 -    France, Germany, Italy, Spain, Sweden,
                                                                                United Kingdom and United States

                                       23            688.2              426.2
</TABLE>

The  value  of  Funds  and  uncalled  commitments  shown  above  is based on the
Company's  exposure to those  Private  Equity  Funds at December  31,  2004.  In
addition,  the Company also has uncalled  commitments of GBP35.6  million to SVG
Diamond Holdings Limited and GBP2.7 million to the Strategic Recovery Fund.

Operation of Funds

The  following  information  relates to the  structure,  operations,  investment
policies and restrictions, and management of the Funds.

                                   21

     The Funds do not seek to take  day-to-day  management  control of  Investee
Companies. However, in exceptional circumstances, Funds, through the exercise of
shareholder  rights,  may take management  control for a short period of time to
facilitate  a  reorganization  or  financial  restructuring  of the  investment.
Schroder Ventures or Permira works closely with the Investee Company  throughout
the life of the  investment to assist it in achieving its full  potential and to
seek to maximize returns for the Funds.

     Some Funds consist of a single investment vehicle and others are structured
as  a  number  of  investment  vehicles,  usually  limited  partnerships  and/or
unauthorized unit trusts. The general partner of a limited partnership in a Fund
and the trustee of a unit trust are  responsible  for the operation,  management
and administration of the investment  vehicles  comprising a Fund. They must act
in accordance with common investment  objectives and policies and are subject to
the restrictions set out in the documents establishing the Fund.

     The terms and  conditions of the  individual  Funds differ,  reflecting the
investment  focus of the Fund, the state of development of the market  concerned
at the time of  formation  of the Fund and the  investment  requirements  of the
investors in the Fund.

     Advisory  or  consultancy  services  to the Funds are  provided by Schroder
Ventures  or  Permira  entities  wholly  owned by their  individual  principals.
Affiliates of Schroders plc act as general  partner or manager to Funds launched
prior to January 1, 2000.  For Funds  launched  after January 1, 2000,  entities
connected with Schroder Ventures or Permira act as general partner or manager.

     The general partner or manager is responsible for the day-to-day management
of the Fund and makes all the  investment  decisions.  The  general  partner  or
manager,  in turn,  appoints and is advised by a local  adviser or consultant to
the Fund with  experience  in the  relevant  country,  region or  industry.  The
advisers and consultants have no authority to conduct negotiations  resulting in
legally binding obligations for, or in any way to bind, the Funds.

     The custody and  security of the assets of the Funds is  maintained  by the
general  partners of  partnerships  or the  managers or trustees of unit trusts.
These functions are performed  either  directly by entities  affiliated with the
general partner, manager or trustee or by delegation to professional independent
investment  managers.  Where  these  controls  are  delegated,  the  responsible
affiliate  liaises closely with the independent  managers and receives  frequent
reports. Internal control procedures are subject to an annual external audit.

     Management  contracts  are  typically  terminable  on 6 or 12 months' prior
notice by either party.

         Co-Investment by Schroder Ventures or Permira Executives

     When a new Fund is  offered,  executives  of  Schroder  Ventures or Permira
(each of which  included  executives  of the  Company  in the past) are  usually
offered the  opportunity  to co-invest  alongside the Fund (via a  Fund-specific
co-investment  scheme) on the same or substantially  the same terms on which the
Fund invests. Co-investment schemes have been offered for all Funds with a final
closing  after 1992,  except  Permira  Europe III, SV Life Sciences Fund III and
Japan Fund IV.

     In addition,  Schroder Ventures Investments Limited was established in 1997
to provide Schroder Group and senior  executives of Schroder Ventures or Permira
(each of which  included  executives  of the Company)  with the  opportunity  to
co-invest  alongside  new Funds on the same or  substantially  the same terms on
which those Funds invest.

                                   22

         Advisory Committees

     Each  Fund has an  advisory  committee  which  consists  of a  majority  of
representatives   of  investors  in  the  Fund  or  other  individuals  who  are
independent of Schroder Ventures or Permira and the Schroder Group. The advisory
committee is not involved in the management of the Fund, but may be consulted by
the general  partner or the Fund's  manager for advice on matters such as issues
of policy,  strategy and potential  conflicts of interest,  although neither the
general partner nor the Fund's manager is required to follow the recommendations
of the advisory committee.  The advisory committee is not responsible for making
investment  decisions.  In some of the Funds,  advisory  committee  approval  is
required for certain actions of the general partner or manager.

         Investment Policies

     Despite the increasing globalization of industry and commerce,  significant
national   differences  in  business  methods  and  business   cultures  remain,
particularly in Europe. A key element of the Funds' investment philosophy is the
use of local country advisers, many of whom are industry specialists.

     While each of the individual Funds pursues the same investment objective of
seeking  above  average  returns  for  investors,  each of the Funds has its own
investment  policies to achieve  this end.  These  policies are agreed to by the
investors at the time of the formation of the Fund and cannot be changed without
the  consent of the  investors.  To the extent  that a Fund  consists of several
entities, the consent of each component entity is required before the investment
policies can be changed. In some cases,  however,  the required consent is based
on the relative  percentages  of capital  committed by the investors  across the
whole Fund. Typically,  a Fund that is a limited partnership can only change its
investment  policies  with the consent of investors  holding at least 75% of its
committed  capital  (and in  certain  cases  with  the  consent  of the  general
partner),  and a Fund  that is a unit  trust  can  only  change  its  investment
policies  with the  approval of 75% of the  unitholders  present and voting at a
meeting for which a special quorum will apply. The terms of certain unit trusts,
however,  require  the  consent of  holders of at least 75% in nominal  value of
units in addition  to, or instead of, the approval  described  in the  preceding
sentence.

     A key  feature  of the  investment  policies  of each  Fund  is to  achieve
diversity  of risk.  Consequently,  there  are  restrictions  in the  investment
policies  of each Fund which  limit the amount  that can be invested in a single
entity. In all of the country- or region-specific Funds, a balanced portfolio in
terms of industry sectors is sought,  with investment  focusing on those sectors
where there is  particular  expertise  within the  investment  adviser.  SV Life
Sciences Fund, SV Life Sciences Fund II and SV Life Sciences Fund III, which are
industry specific, are diversified between the United States and Europe.

     Before making an investment, the general partner or investment manager of a
Fund reviews the exit options which have been  discussed  with the management of
the potential Investee Company.  The investment  consultant  thereafter monitors
the progress of the Investee Company and general  economic  conditions and works
actively with management of the company to review, refine and implement the exit
plan.  Investments  by the Funds in Investee  Companies are  typically  realized
after three to seven years from the date of the original investment.  Since most
transactions  will  not  be  structured  to  provide  for a  liquidation  of the
investment  before  this  time,  it is  possible  that a Fund  will not  realize
significant  cash returns from the  disposition of its  investments  for several
years after the Fund's inception.

                                  23

         Calls

     Typically,  an  investor  in a Fund  commits to  subscribe  for a specified
amount of capital  to the Fund in return for units in a unit trust or  interests
in a limited partnership constituting the relevant Fund. The adviser to the Fund
reviews  investment  opportunities  and recommends  suitable  investments to the
Fund's manager or general partner in accordance with the investment  policies of
the Fund. If the manager or general partner decides that the Fund should make an
investment,  further Calls are made to the investors in that Fund for payment of
part or all of the  outstanding  committed  capital of the Fund.  The  committed
capital of a Fund is typically  called within five years of the final closing of
the Fund.  The  failure  by an  investor  in a Fund to pay a Call when due could
result in that  investor  being  obliged to sell its existing  interests in that
Fund at a  discount  of up to 25% of  their  value  and/or  in  that  investor's
existing  interests  in that Fund being  diluted by up to 25%.  In the case of a
unit  trust,  it could  result in the units with  respect  to which the  default
occurred being forfeited.  The investor could also lose the right to participate
in further investments made by the Fund.

         Distributions

     When an  investment  is realized or income from an  investment is received,
the capital  realized or income  received (after payment of expenses and special
allocation of profits interest to individuals  connected with Schroder  Ventures
or Permira and members of the Schroder  Group (where  applicable)  in accordance
with the terms of the Fund's  organizational  documents,  as  described  in more
detail in "- Special Allocation of Profits," below) is generally  distributed to
the investors in proportion  to their  holdings in the Fund. In certain  limited
circumstances,  which  may  vary  between  Funds,  capital  realizations  can be
reinvested by the Fund. Investors generally receive  distributions  (principally
the  proceeds of capital  realizations)  both before and after the Fund  becomes
fully called.  The Fund's term may be extended for a specified  period to enable
an orderly  disposition  of the Fund's  investments.  Alternatively,  the Fund's
investments may be distributed as a dividend in kind. Extension of a Fund's term
usually requires the consent of investors holding, in total, at least 75% of the
interests  in that Fund.  If,  toward the end of any such  extension,  there are
still  unrealized  investments  in the Fund,  investors  may  agree  either to a
further extension or to a distribution in kind of the Fund's investments.

         Restrictions on Investments

     Each  Fund  has  investment  restrictions  to  ensure  that the Fund is run
according to  pre-determined  investment  policies.  Certain  levels of investor
consent are required to change any of the restrictions,  including 100% approval
from all  investors  (including  the Company in respect of its  holdings)  for a
change  which would  require more  investment  in the Fund or which might affect
significantly  the interests of the investors in that Fund.  These  restrictions
are designed to ensure that each Fund continues to be run solely for the benefit
of all investors equally. Because the Company will not control any Fund, it will
only be able to alter the investment  policies of a particular  Fund in which it
has invested by acting in conjunction with other investors.

     In order to achieve  diversity of risk,  each Fund is typically  prohibited
from  investing more than a specified  percentage of its committed  capital in a
single  Investee  Company.  In addition,  immature Funds (which may have further
investment  capacity  because Calls will not have been made for total  committed
capital) are usually  prohibited from investing in property and other buy-out or
development capital funds.

                                   24
Remuneration

     The entitlement to remuneration  and the entities and individuals  entitled
to receive remuneration is agreed upon by all investors at the formation of each
Fund and is embodied in its organizational documents. The remuneration takes the
form of management fees,  carried  interest and, in some cases,  fees payable by
Investee Companies.

         Management Fees

     Management  fees are  generally  paid  quarterly  in advance to the general
partner  or manager  of the  particular  Fund on the basis set out in the Fund's
organizational  documents.  In some  Funds,  there is a priority  profit  charge
instead of a management fee but, for ease of reference,  both are referred to as
management fees in this annual report.

         Special Allocation of Profits

     Individuals  connected with Schroder Ventures or Permira and members of the
Schroder  Group are entitled to an  allocation,  as a "carried  interest," of an
aggregate of 20% of the profits arising in each Fund. In some Funds, performance
hurdles  must be met before the carried  interest is  payable.  The  performance
hurdles are established upon the formation of each Fund and are based on a range
of criteria.  These usually take the form of a specified internal rate of return
for investors, which is generally in the range of 5% to 12% for any one Fund.

         Profit for the purpose of determining the carried interest is
generally calculated using one of the following methods:

         (i) following the return to investors of all capital they have
             subscribed  and, if  applicable,  the  achievement of the
             appropriate  performance  hurdle,  the carried interest is
             calculated as 20% of all subsequent distributions; or

       (ii)  upon the  realization  of an  investment  in an Investee  Company,
             the  internal  rate of return based on either the disposition of
             that  investment or on all investments  realized to date will be
             calculated.  An allocation of carried interest  is  calculated  as
             20% of the  excess  of the  investment  proceeds  over the cost of
             investment  and,  if applicable, the achievement of the
             appropriate performance hurdle.

     In  certain  of the Funds  which  have  performance  hurdles,  the  carried
interest  holders have a "catch-up"  right  whereby they receive all profit once
the  hurdle  has been  achieved,  until  they have  received  20% of the  profit
distributed  to  investors.  All  distributions  from the Funds  are made  after
allocation of any carried  interest  (where  appropriate) in accordance with the
terms of the Fund.  Distributions  to the Company,  in respect of its  holdings,
will be on the same basis as distributions to other investors.

         Fees Payable by Investee Companies

     The advisers or consultants to the Funds may be entitled to directors' fees
and/or   transaction  fees  from  certain  Investee   Companies  of  the  Funds.
Transaction  fees are negotiated and the amount of any directors'  fees reflects
those payable to other directors on the relevant boards of the relevant Investee
Company.

                                    25

Foreign Exchange

     The Funds are denominated in a number of currencies. The Directors have not
caused the Company to enter into any  foreign  exchange  contracts  to hedge the
Company's  expected  liabilities or receipts in these currencies.  However,  the
Directors, in their discretion, may cause the Company to enter into such foreign
exchange  contracts in the future.  The Company may invest in specified types of
swap agreements, forward contracts, and foreign exchange contracts.

Material Regulations

         Distributions

     Pursuant to section 263 of the  Companies  Act,  the Company may not make a
distribution  except  out of  profits  available  for that  purpose.  For  these
purposes a  "distribution"  includes  the  payment of a dividend,  and  "profits
available for distribution" are the Company's accumulated,  realized profits (so
far as not  previously  utilized by  distribution  or  capitalization)  less its
accumulated  realized  losses (to the extent not  previously  written  off).  In
addition, because the Company has "investment company" status within the meaning
of Section 266 of the Companies  Act, it may also,  subject to and in accordance
with the provisions of Section 265 of the Companies Act, make a distribution  at
any  time  out of its  accumulated,  realized  revenue  profits  (so  far as not
previously utilized by a distribution or  capitalization),  less its accumulated
revenue  losses  (whether  realized  or  unrealized),  so far as not  previously
written off in a reduction or  reorganization  of capital  duly made,  if at the
time the amount of its assets is at least  equal to one and  one-half  times the
aggregate of its  liabilities,  and if, and to the extent that, the distribution
does not reduce that amount to less than one and one-half times that  aggregate.
This  section  provides  a short  summary  of the  provisions  contained  in the
Companies  Act  relating to  distributions  by companies  that have  "investment
company" status for the purposes  thereof;  further detailed  provisions are set
out in Section 265 of the Companies Act.

         Qualification as an Investment Trust

In order to qualify as an investment  trust for U.K. tax  purposes,  the Company
must comply with certain  specific  requirements  relating to its  structure and
operation.  See  "Item  10.  Additional  Information  -  Taxation"  for  a  full
discussion of material tax regulations.

         Listing Rules

     The Listing  Rules  include  certain  requirements  relating to  investment
trusts  and the  Company's  ongoing  status  as a  listed  company.  In order to
maintain the listing of its  securities on the Official  List,  the Company must
continue to satisfy the UKLA that the Directors  will act  independently  of any
investment  managers.  In  addition,  a  majority  of the  Directors  cannot  be
directors or employees of or professional advisers to the investment managers or
any other  company in the same  group as an  investment  manager of a Fund.  The
Listing Rules contain  extensive  provisions  dealing with, among other matters,
the  announcement  of information to the UKLA and the LSE and to shareholders of
the  Company,   transactions   entered  into  by  the  Company  and   Directors'
responsibilities.

                                     26

C.       Organizational Structure

         A detailed description of the subsidiaries of the Company as at
December 31, 2004 is set out below:


<TABLE>
<CAPTION>


                                                                                                                     Net revenue/
                                         Country of                                                                     (deficit)
                                      registration,                                                  Capital and    after tax for
                                      incorporation            Number of class of                    reserves at   the year ended
                                                and      shares/units held by the         Group     December 31,     December 31,
                                          operation                         Group     holding %             2004             2004
                                                                                                          GBP'000          GBP'000
<S>                                             <C>                           <C>           <C>               <C>              <C>

Company and business

The Platinum Trust (unit trust)           Guernsey            23,112,'A' units(1)            99           41,298               189
- investment vehicle                                             900 'B' units(1)            90


SVG Advisers Limited                            UK   4,250,000 Ordinary Shares(2)           100            2,632               127
- advisory and administration
services


SVG North America Inc                           US         3,000 Common Shares(3)           100              219               (1)
- registered broker/dealer
providing marketing services


SVG Advisers Inc.                               US           100 Common Shares(4)           100               74                 -
- investment advisor


SVG Investment Managers Limited                 UK     100,000 Ordinary Shares(5)           100              100                 -
- investment manager

</TABLE>



(1)      On termination of The Platinum Trust, the 'B' units  (non-equity) are
         entitled to a return of the original amount  subscribed.  The 'A'
         units (equity) are entitled to the remaining net assets.
(2)      The Company  acquired  100 ordinary GBP1 shares in SVG Advisers
         Limited  ("SVGA") for GBP100 on June 18, 2001.  On June 26, 2001,
         SVGA issued  749,900  ordinary  GBP1 shares to the  Company  for
         GBP749,900.  On April 22,  2002,  SVGA issued a further  750,000
         ordinary GBP1 shares to the Company for GBP750,000.  On December 19,
         2002, SVGA issued a further  1,500,000  ordinary GBP1 shares to
         the  Company  for  GBP1,500,000.  On April 29,  2004,  SVGA  issued
         a further  1,250,000  ordinary  GBP1 shares to the Company for
         GBP1,250,000.
(3)      SVG North America Inc.  ("SVGNA") is a subsidiary of SVGA.  SVGA
         acquired  SVGNA on June 18, 2001 for $50,000 and  subscribed
         for additional paid-in capital of $250,000 in the year ended June 30,
         2002.
(4)      SVG Advisers  Inc.  ("SVGA  Inc.") is also a subsidiary  of SVGA.
         SVGA Inc.  commenced  operations  on January 1, 2003.  SVGA acquired
         100 common $1 shares for $100 on December 13, 2002.  SVGA  subscribed
         for  additional  paid-in  capital of $141,463 during the year ended
         December 31, 2004.
(5)      The Company  acquired 100 ordinary GBP1 shares in SVG  Investment
         Managers  Limited ("SVG IM") for GBP100 on October 16, 2002. On
         May 16, 2003, SVG IM issued 99,900 ordinary GBP1 shares to the Company
         for GBP99,900.

Relationship between the Funds and the Company

     The  Company is an  independent  fund of funds that has  holdings in all 23
Funds and, as such, is their largest investor.

     The Directors manage the Company's investment  portfolio,  with advice from
the Company's subsidiary,  SVGA, and from its investment committee. See "Item 6.
Directors, Senior Management and Employees - Directors and Senior Management."

     In addition,  the investment managers,  advisers and consultants of each of
the Funds manage and advise upon the  investment  strategy and portfolio of that
Fund.  The  Company is  entitled  to  receive  information  with  respect to its
holdings on the same basis as other investors in the Funds.

D.       Property, Plants and Equipment

     SVG  Capital  plc does not own or lease any real  property.  The  Company's
registered office is maintained at the offices of Schroder Investment Management
Limited,  the company  secretary and a wholly owned subsidiary of Schroders plc.
The Company's  principal  place of business and head office is maintained at 111
Strand, London WC2R 0AG, England.  SVGA is the lessee of this property,  and the
Company guarantees SVGA's payment obligations under the lease.

                                      27

Item 5.           OPERATING AND FINANCIAL REVIEW AND PROSPECTS


A.       Operating Results

Overview

     Over the three years to December 31, 2004, SVG Capital's  fully diluted net
asset value per share has increased by 36.2% from 396.3p to 539.7p.

     Key contributing factors to this increase have been improved earnings and a
focus on cash flow generation and debt repayment within the underlying portfolio
companies,  which have had a positive impact on portfolio company valuations. In
addition,  SVG Capital has benefited from several large  realizations which have
been at substantial  premiums to carrying  value,  including  Homebase which was
sold in  December  2002 at a multiple of 5 times cost and an uplift of 57.0p and
Premiere  which  listed  on the  Frankfurt  Stock  Exchange  in March  2005 at a
multiple of 5 times cost and an uplift of 42.5p.

SUMMARY RESULTS FOR THE YEAR ENDED DECEMBER 31, 2004 COMPARED TO THE YEAR ENDED
DECEMBER 31, 2003

     The  Company's  consolidated  net assets per share  increased by 17.7% from
458.7p to 539.7p (fully  diluted) in the year ended December 31, 2004,  compared
to an increase of 2.9% for the year ended December 31, 2003.

     The consolidated total return for the year ended December 31, 2004 amounted
to a surplus of GBP110.4 million,  compared to a total return of GBP17.4 million
for the year ended December 31, 2003.

     During the year ended  December 31, 2004, the Company  received  notices of
Calls aggregating  approximately GBP159.5 million,  compared to notices of Calls
during the year ended  December  31,  2003  aggregating  approximately  GBP110.7
million,  and received proceeds from  dispositions of underlying  investments of
the  Funds  of  approximately   GBP143.9   million,   compared  to  proceeds  of
approximately  GBP57.9 million during the year ended December 31, 2003. Uncalled
commitments to the Funds were approximately  GBP464.5 million as of December 31,
2004, compared to GBP594.4 million at December 31, 2003.

INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2004

         Portfolio Overview

     The  Company's  net assets  increased  by 17.7% to 539.7p per share  (fully
diluted) in the 12 months to December 31, 2004,  comparing  favourably to public
markets, with the FTSE All-Share Index increasing by 9.2% over the same period.

                                    28

     This  performance  has been  driven  by a general  improvement  in both the
operating and exit  environment and by a significant  increase in  distributions
from the portfolio,  especially from recapitalizations,  which together have led
to several material increases in valuation.

     Over the last five years,  SVG Capital  has  reported a compound  growth in
diluted  net assets per share of 8.3% p.a.,  out-performing  the FTSE  All-Share
Index by 14.0% p.a. over the same period.

         Outlook

     The growth in net assets  over the 12 months  ended  December  31,  2004 is
satisfactory  and  2005  has  got  off  to  a  good  start,  with  a  number  of
recapitalizations  within  the  portfolio  and the  listing of  Premiere  on the
Frankfurt Stock Exchange.

     We are seeing  increased levels of  distributions.  By the end of the first
quarter of 2005,  SVG Capital  received  distributions  of over GBP130  million,
which  compares  to total  distributions  of GBP144  million in 2004.  This will
increase our cash balances in the short-term. However, we expect these to reduce
as calls are made on our GBP464 million of uncalled commitments.

     We have been encouraged by the performance of our share price over the year
ended  December  31,  2004,  which  has  appreciated  by  19.6%,   significantly
out-performing the FTSE All-Share Index. We believe that this out-performance is
in part a reflection of better market sentiment towards private equity, but also
recognition of the potential  returns  achievable by investing in private equity
and the performance of our underlying private equity advisers.

         CEO's Operating Review

     It has been over  three  years  since  the  launch  of SVG  Capital's  fund
management  business,  SVG Advisers.  In that time,  combined  third-party funds
under management and commitments  have grown from zero to  approximately  EUR1.5
billion and the business made a modest profit in 2004.

     This  successful  growth has been  achieved  in a  difficult  fund  raising
environment for private  equity,  and the team has reacted quickly to changes in
the  marketplace.  Over this  time,  SVG  Advisers  has built a  reputation  for
innovation and for performance in all of its products.

     The business now advises four private  equity funds of funds and two public
equity funds and we expect to launch further funds in 2005.

         Private equity

     The  Schroder  Private  Equity Fund of Funds I and II, which are advised by
SVG Advisers, reported strong results for the year ended December 31, 2004. Both
funds of funds  have  benefited  from  early  realisations  in their  underlying
portfolios,  and both are  ahead of our  expectations  on cash  generation.  The
Schroder  Private Equity Fund of Funds I, which closed in 2002 with  commitments
totalling  EUR242,  million is almost fully  committed,  with  commitments to 22
underlying  funds broadly split between the US and Europe.  Its successor  fund,
the Schroder  Private  Equity Fund of Funds II, closed in 2004 with  commitments
totalling  EUR285  million  and follows the same  investment  guidelines  as its
predecessor.  It has made 12 commitments to date and we anticipate  that it will
be substantially committed within the next six months.

                                   29

     P123, the fund of Permira  pan-European buy-out funds, in which SVG Capital
has a 38% holding,  has benefited from significant cash distributions during the
year.  P123 closed in  December  2003 with EUR167  million of  commitments  from
external  investors,  EUR105 million of secondary assets in Permira Europe I and
II and an uncalled commitment to Permira Europe III of EUR367 million. Since its
establishment,  distributions  and uplifts in value of portfolio  companies have
outweighed management fees, which given the size of P123's commitment to Permira
Europe III,  compared  to its  exposure  to the more cash  generative  secondary
assets (a ratio of over 3:1), is particularly encouraging.

     In September  2004, we successfully  closed SVG Diamond1,  a EUR400 million
Collateralised  Fund Obligation of private equity funds.  SVG Diamond  comprised
EUR260   million  of  investment   grade  bonds  and  preferred   equity  shares
representing commitments of EUR140 million at closing. SVG Diamond is one of the
few  investment  vehicles to have  successfully  raised  capital  from the fixed
income markets for investment in private equity, and is the first of its kind to
incorporate drawable equity,  reinvestment and over commitment  strategies.  Its
portfolio  will  include  both   secondary  and  primary   private  equity  fund
commitments, predominantly focused on buy-outs in Western Europe and the US. SVG
Capital has an uncalled  commitment  of EUR50  million to the  preferred  equity
shares.

         Public equity

     The two funds  launched by SVG  Advisers'  public  equity team,  the SVG UK
Focus Fund (a Dublin  listed  Open-Ended  Investment  Company) and The Strategic
Recovery Fund (a UK Limited Partnership) have performed very well over the year,
both significantly  outperforming  public markets. The team now advises combined
commitments,  funds and  segregated  mandates of  approximately  GBP170 million,
versus  GBP41  million  at the  beginning  of 2004,  and we  expect  to launch a
successor fund to The Strategic Recovery Fund during the course of 2005.

     The SVG UK Focus  Fund  reported  an  increase  in net  assets per share of
19.4%,  over the year to December 31, 2004.  The fund was  established in August
2003 with net assets of GBP15.4 million,  including a GBP7.6 million cornerstone
investment  from SVG  Capital,  with the  objective  of  maximising  returns for
investors, predominantly through capital growth, by investing in quoted equities
using  private  equity  techniques.  At  December  31,  2004,  the fund  held 34
investments  in a variety of sectors  and had grown its net assets over the year
from  GBP26.1 million  to GBP90.6 million.  Since our initial  investment in the
fund, in August 2003, SVG Capital's  holding has  appreciated by 27.6% to GBP9.7
million2, out-performing the FTSE All-Share by 9.0% over the same period.

     The Strategic  Recovery Fund had a final closing in January 2004 with total
capital commitments of GBP15 million,  including an investment of GBP7.4 million
from SVG  Capital.  The fund was  established  with an  investment  objective of
investing in publicly listed UK companies that are undervalued and could benefit
from strategic,  operational or management  change.  Since its establishment the
fund has made five  investments  and at December 31, 2004  reported a net IRR of
68% on its called  capital,  a weighted  out-performance  of the FTSE  All-Share
(Total Return) Index of 56%.


1  SVG Diamond Private Equity plc and SVG Diamond Holdings Limited

2  at 31 December 2004 exchange rates

                                   30

         Outlook

     The team continue to look at potential new innovative  investment  products
and we hope to launch at least one new private  equity fund of funds and one new
public equity fund during the course of 2005.

     Over the  last  three  years we have  invested  in the  infrastructure  and
staffing  of  SVG  Advisers.  The  team  has  doubled  since  SVG  Advisers  was
established  in 2001,  and the  business  is well  placed to  capitalise  on the
opportunities to create innovative  products for investment in private equity or
public equity using private equity techniques.

         Portfolio Review

     Over the course of 2004 the operating  environment  for the majority of the
portfolio companies improved. Overall, increases in earnings and a focus on cash
flow  generation  and debt  repayment  have had a positive  impact on  portfolio
company  valuations,  despite a fall in the average weighted discounted earnings
multiples  used to value the portfolio.  This,  together with  substantial  cash
distributions and a number of significant  valuation  write-ups,  resulted in an
increase of 17.7% in fully diluted net assets per share to 539.7p in the year to
31 December 2004.

     An improved  exit  environment  and an increased  appetite for debt amongst
institutional  investors  has led to an increase  in both sales and  refinancing
activity.  Distributions  during the year totalled GBP143.9 million, a more than
four-fold  increase on the previous  year.  These were split  between  sales and
recapitalizations,  with the latter  representing  40% of  distributions.  These
distributions were at an average 27.6% uplift to December 2003 valuations. Since
inception, SVG Capital's average uplift to previous valuation on realizations is
approximately  41.2%.  Since the  year-end,  SVG Capital has  received a further
GBP95.4 million in distributions from the recapitalizations of Cognis, New Look,
Hogg Robinson and the partial realization of Premiere.

     The most  significant  write-up at December 2004 was  Premiere,  the German
Pay-TV company.  Premiere successfully listed on the Frankfurt Stock Exchange in
March 2005. At flotation,  funds  advised by Permira sold  approximately  50% of
their  holding in the company  returning  GBP36.8  million to SVG  Capital.  The
December 2004  valuation of the company of  GBP73.6 million  represents the cash
proceeds and the post  flotation  valuation of the  remaining  shares (after the
application of  discounts).  This  represents an  approximate  uplift of GBP59.3
million (42.5p) to the December 2003 valuation of GBP14.3 million.


<TABLE>
<CAPTION>

Company                                           December 31, 2004               December 31, 2003         Change in
                                                Valuation   GBP'000                       Valuation              year
                                                                                            GBP'000           GBP'000
<S>                                                             <C>                             <C>               <C>

Premiere                                                     73,616                          14,320            59,296

Cognis                                                       43,764                          19,023*           24,741

Travelodge & Little Chef                                     41,614                          31,179*           10,435

SEAT Pagine Gialle                                           38,169                          28,814*            9,355

Hogg Robinson                                                33,082                          24,716             8,366

Grammer                                                      16,954                           9,985             9,969

Inmarsat                                                     10,128                           6,031             4,097

</TABLE>

         *attributable value

                                     31


     While  recapitalizations are effectively a return of cost, allowing private
equity  managers to return capital to investors  early in the investment  cycle,
several  recapitalizations,  together with improved operating performance,  have
resulted  in uplifts  in the value of a number of  portfolio  companies  held at
December 2004. The most significant of these was Cognis, the specialty chemicals
company,  which  returned a total of GBP49.3  million (or 1.6x cost) through two
recapitalizations,  the first in May and a further  one  after the  year-end  in
January 2005. At December 2004,  Cognis was valued at GBP43.8  million (of which
GBP30.2   million   represents   the  cash   proceeds   from  the  January  2005
recapitalization),  which  together  with  the  distribution  received  from the
recapitalization  in May,  represents  an  aggregate  uplift of GBP24.7  million
(17.7p) to the  December  2003  valuation.  In  addition  to Cognis,  Rodenstock
completed a recapitalization  towards the end of last year,  returning 1.7x cost
(GBP14.4  million)  and was  valued at  GBP4.4  million  at  December  2004,  an
aggregate uplift of GBP10.5 million (7.6p) to the December 2003 valuation.

         Significant realizations during the year include:


<TABLE>
<CAPTION>

                                                                  31 December 2003
                                            Realization value            Valuation                 Cost
<S>                                                      <C>                   <C>                  <C>
                                                     GBP'000*              GBP'000              GBP'000
Company

Eyetech Pharmaceuticals                                14,067                2,451                2,373

SEAT Pagine Gialle                                     12,330                7,069                6,760

</TABLE>

* including P123


     A general improvement in capital markets over the twelve months resulted in
a number of IPOs and disposals during the year. Eyetech  Pharmaceuticals floated
on NASDAQ in January 2004 and by the year-end  funds advised by SV Life Sciences
had realized all of their  holding in the company.  SVG Capital  received  total
proceeds of GBP14.1 million from this realization,  an uplift of GBP11.6 million
(8.3p) to the December  2003  valuation.  In addition,  in the first half of the
year funds advised by Permira sold 19% of their  holding in SEAT Pagine  Gialle,
at an  uplift  of  GBP5.6  million  (3.9p)  to the  attributable  December  2003
valuation.

     The  portfolio  is  relatively  focused,  with  the 20  largest  underlying
companies  at December 31, 2004  representing  72% of gross  assets.  Of the 129
companies in the portfolio,  44% have been valued on an earnings basis, of which
3% are valued below cost,  bringing the total percentage of the portfolio valued
below cost to 5%. Approximately 15% of the portfolio is valued on a quoted basis
with the remainder either valued at cost (24%) or on a third-party  basis (15%).
Taking into account the flotation of Premiere in March 2005,  the  percentage of
the portfolio valued on a quoted basis will increase to approximately  25%, with
the percentage of the portfolio valued on a third-party basis decreasing to 5%.

     The  average  discounted  weighted  earnings  multiple  used to  value  the
portfolio  fell during the year ended  December 31, 2004 from 8.6 to 6.6.  While
this  sharp  decrease  was  mainly  influenced  by  the  fall  in  semiconductor
multiples,   weighted  discounted   earnings  multiples  for   non-semiconductor
companies  also fell from 6.6 to 6.4.  The  impact of  foreign  exchange,  which
adversely affected the portfolio's valuation by approximately GBP16.4 million in
June,  reversed  somewhat  in the  second  half of the year.  For the year to 31
December 2004, foreign exchange movements had a negative impact on the valuation
of the portfolio of approximately GBP9.4 million.

         Portfolio changes

     Since December 2003 there have been a number of changes in the  portfolio's
valuation  profile,  with several  companies  moving from a cost to an earnings,
quoted basis or third party basis  valuation for the first time. The majority of
these  changes  were in the first  half of the year,  with only two  significant
changes in the second half,  Premiere,  which moved from a cost to a third-party
valuation basis and Inmarsat,  which moved from a cost to an earnings  valuation
basis.  During  2004,  Inmarsat  completed  two   recapitalizations,   returning
approximately  55% of the  cost of the  investment  and at  December  2004,  SVG
Capital's  holding  in  Inmarsat  was valued at  GBP10.1  million  (attributable
December 2003 valuation: GBP6.0 million).

                                   32

         Valuation changes - positive

     There have been several material  positive  valuation  changes in the year,
the two most  significant  being the  specialty  chemicals  group Cognis and the
German Pay-TV company, Premiere, which together added GBP84.0 million (60.2p) to
net assets.  In addition to these, the portfolio also benefited from a number of
other uplifts in valuation, namely the revaluations of Travelodge & Little Chef,
SEAT Pagine Gialle, Hogg Robinson, Grammer, Inmarsat and Rodenstock.

     Travelodge & Little Chef completed a sale and lease back of a number of its
properties in the fourth  quarter of 2004 which has enabled the company to repay
some of its  acquisition  debt and return some of the cost of the  investment to
investors.  This,  together  with  the  improved  operating  performance  of the
company, has resulted in the company being written back up to cost, representing
an uplift of GBP10.4 million (7.5p) to the attributable December 2003 valuation.

     Approximately  19% of SVG Capital's holding in the Italian quoted telephone
directories,  directory  assistance and business information company SEAT Pagine
Gialle was sold in the first half of 2004, at an  approximate  gross multiple of
two times original attributable cost (in local currency).  The increase in value
of this company at December  2004  reflects  the quoted  value of SVG  Capital's
remaining  holding (after the  application of discounts),  representing a GBP9.4
million (6.7p) uplift to the attributable December 2003 valuation.

     As highlighted in the interim  accounts,  both Rodenstock and Hogg Robinson
are  performing  well  and  continue  to  increase  earnings.  In  the  case  of
Rodenstock,  the company's performance has been stronger than anticipated and in
the fourth  quarter  of 2004 the  company  completed  a  recapitalization  which
returned  1.7x cost.  This return of capital  together with the  revaluation  of
Rodenstock  at December 2004 has led to an aggregate  uplift of GBP10.5  million
(7.6p) to its December 2003 valuation.

     On the back of improved  performance  and the  acquisition  of the business
travel  operations of Kuoni Reisen  Holdings AG in the first half of 2004,  Hogg
Robinson  has been written up by GBP8.4  million  (6.0p) at December  2004.  The
acquisition of Kuoni's business travel operations was completed without the need
for  additional  equity  from  investors  and has given Hogg  Robinson's  travel
management  business a leading position in the European market and access to the
German and Swiss business  travel  markets.  Since the year end, the company has
completed a recapitalization, returning GBP14.7 million of cost to SVG Capital.

     Grammer, the German manufacturer of truck, train and car seats was acquired
by funds  advised  by  Permira in June 2001.  The  company is  performing  well,
continues  to repay  its  acquisition  debt and has been  written  up by  GBP7.0
million (5.0p) at December 2004.

         Valuations changes - negative

     There were four  significant  write-downs  in the year ended  December  31,
2004: Takko, Memec, austriamicrosystems and Holmes Place.

                                    33

     Takko has been adversely  affected by the  performance of the German retail
market, which has been in decline since 2000. While the company has successfully
grown its store  portfolio,  increased  gross  margins  and reduced  costs,  its
operating  environment remains difficult and sales have been below expectations.
SVG Capital's  investment in Takko was initially  written down in June 2004. Due
to continued weak  performance,  the investment has been further written down to
GBP4.2 million (25% of cost in local  currency) at December 2004  representing a
write-down of GBP12.3 million (8.8p) to its December 2003 valuation.

     The  valuation  of Memec has been written  down by GBP12.2  million  (8.8p)
against the  attributable  December  2003  valuation  to GBP29.7  million.  This
write-down has been driven by comparable earnings multiples in the semiconductor
sector,  which fell  sharply  during the year,  and the  negative  impact of the
weakening  US$ on the company's  valuation.  The company has increased its sales
volumes,  grown  profitability and completed a recapitalisation  during the year
which returned approximately 20% of its cost to investors.

     austriamicrosystems  floated on the SWX Swiss  Exchange  in May 2004,  with
shares  being placed at CHF 35 per share.  Funds  advised by Permira sold 20% of
their holding in the company at the flotation and the December 2004 valuation of
the company is the quoted value of SVG Capital's  remaining  holding  (after the
application of discounts).  This valuation of GBP15.2 million, together with the
cash proceeds received from the partial realizations  (GBP3.8 million) represent
an aggregate  write-down of GBP7.7 million (5.5p) to the December 2003 valuation
(GBP26.7 million). The underlying performance of the company remains strong, and
it recently reported strong growth in revenues and earnings.

     SVG  Capital's  investment  in  Holmes  Place has been  written  down on an
earnings basis to GBP6.6 million (December 2003:  GBP13.0 million).  Competitive
operating conditions, particularly in the UK, continued to deteriorate following
the  investment in July 2003.  The new  management  team have  restructured  the
business and trading results to date in 2005 have been encouraging.

         Realizations
     With the exception of  recapitalizations,  which are a return of cost,  the
two most significant  disposals in the year were the full realization of Eyetech
Pharmaceuticals,  following  its  flotation  on NASDAQ in  January  2004 and the
partial  realization of SEAT Pagine Gialle.  The remainder of distributions were
made up by  smaller  realizations,  the  largest  two of which  were the  GBP5.9
million  distribution from the sale of the Japanese property  management company
Darwin, and the GBP4.7 million distribution from the sale of Physician Dialysis,
a US based dialysis company.

         New investments

     There has been a pick up in the level of new transactions  completed during
the year,  with calls of  GBP159.5  million  being paid,  a 44%  increase on the
previous  year.  11 new and 15 follow-on  investments  were made, of which seven
feature in the 20 largest underlying  companies,  namely debitel,  New Look, the
AA,  Grand  Navi  Veloci,   Vendex,   Dinosol   Supermercados   (formerly  Ahold
Supermercados) and Marazzi.

                                 34

     debitel is Europe's largest mobile phone service provider,  offering a wide
range of  telecommunications  products.  The company is headquartered in Germany
and has over 10.2 million  customers  and operates via a network of 5,000 retail
partners and 100 of its own shops.

     New Look is a leading  UK  fashion  retailer  targeting  the young  (15-44)
female market.  The company was  established in 1969 and has grown to become one
of the UK's largest  retailers of womenswear with around 4% of the UK womenswear
market.  New Look has over 500  stores in the UK and around 200 stores in France
(trading under the MIM brand).

     The AA has a pre-eminent  position in the roadside  services  market,  with
approximately  15 million  members,  providing both private and fleet  motorists
with breakdown cover across the UK. The business  comprises  roadside  recovery,
insurance,  personal loans, service centres, mobile tyre fitting, publishing and
driving  schools.  Its  financial  services  division  provides  motor  and home
insurance policies and a GBP1 billion loan book.

     Grand Navi Veloci (GNV) is a leading  European ferry company,  with a fleet
of eight ships.  Funds advised by Permira and the Grimaldi  family  announced an
agreement to acquire  71.3% of GNV and an  intention  to launch a public  tender
offer for the  remainder of the shares in the  company.,  which is listed on the
Milan Stock Exchange.  GNV owns the youngest ferry fleet in Europe. The first of
its eight  ships was  launched  in 1993,  while its two  largest and most recent
ships,  Superba and Suprema,  were launched in 2002 and 2003. The acquisition of
GNV will aid its development  plans, which involve developing the 'cruise-ferry'
concept,  and will combine passengers on cruise ships with the transportation of
cars and heavy goods vehicles.

     Vendex is the largest non-food  retailer in the Benelux with market leading
positions  in the  department  store,  DIY,  apparel  and  consumer  electronics
sectors.  The company  trades from 15 stores  fascias and around 1,800  outlets,
employing  43,000  people.  Vendex has a diversified  portfolio of strong brands
with  most  of  the  company's  retail  formats  being  household  names  in the
Netherlands and Belgium.  The company owns a property portfolio consisting of 83
stores.

     Dinosol Supermercados (formerly Ahold Supermercados) operates 572 stores in
Spain and the  Canary  Islands,  trading  under a number  of  brands  including:
SuperSol,  HiperSol,  HiperDino, Netto and CashDiplo. The transaction represents
the first Spanish  transaction  by funds advised by Permira since Permira opened
an office in Madrid earlier last year.

     Marazzi is the world's largest  manufacturer of ceramic tiles.  The company
is active in 130 countries and has over 4,000 employees and 18 plants located in
Italy, Spain, France and the US with a new plant opening in Russia in 2005.

     In August  2004,  funds  advised  by Permira  announced  an  investment  in
Intelsat, a leading global satellite  communications  company.  This transaction
closed after the year-end and SVG Capital's share of this investment is expected
to  be  approximately  GBP8.8  million.   Intelsat  offers  wholesale  internet,
broadcast,   telephony  and  corporate  network  solutions  to  leading  service
providers in approximately 200 countries and territories  worldwide.  Its global
communications network includes 28 geostationary satellites, servicing more than
600  customers  around  the  world,   including   internet  service   providers,
telecommunications   companies,   broadcasters  and  corporate  network  service
providers.

<TABLE>
<CAPTION>

         Valuation basis (% of Portfolio by value)


                                 December 31, 2004     December 31, 2003
<S>                                            <C>                   <C>

Cost                                            24                    21

Earnings                                        41                    43

W/down - earnings                                3                     8

W/down                                           2                    10

Third party                                     15                    10

Quoted                                          15                     8

</TABLE>

                                     35


     The majority of the portfolio  continues to be valued on an earnings basis.
The  percentage  of the  portfolio  valued  below  cost has  decreased  to 5% at
December 31,  2004,  primarily as a result of the  revaluation  of  Travelodge &
Little Chef and the  flotation of  austriamicrosystems.  The  percentage  of the
portfolio  valued on a quoted basis has increased to 15%, a result of the change
of valuation  basis of SEAT Pagine  Gialle from a cost to a quoted basis and the
flotation of austriamicrosystems.

     The  average  discounted  earnings  multiple  used to value  the  portfolio
decreased to 6.6 at December 31, 2004 (December 2003:  8.6). This average number
is influenced by the higher than average  discounted  earnings  multiple used to
value semiconductor  companies,  ignoring the semiconductor  companies,  average
discounted  earnings  multiple for the  non-semiconductor  companies  was 6.4 at
December 31, 2004 (December 2003: 6.6).

     At December 31, 2004, the average  discount  applied to companies valued on
an earnings basis was 29%, and 21% for quoted investments.

<TABLE>
<CAPTION>

         Geographical and sector distribution (% of Portfolio by value)



                                December 31, 2004    December 31, 2003
<S>                                           <C>                  <C>

Multinational                                  26                   30

Continental Europe                             35                   30

UK                                             22                   19

North America                                   8                   10

Far East/Asia Pacific                           9                   11
</TABLE>

     The only  major  change in the  portfolio's  geographical  exposure  is the
increase in its weighting to Continental Europe, which has increased to 35% as a
result of the revaluation of Premiere.
     Due  to  the  number  of  new  investments  in  the  consumer  sector  this
represented  41% of the  portfolio  at December  31,  2004.  The decrease in the
portfolio's  weighting  to medical and health is a result of the sale of Sirona,
Euro Dental and Eyetech. The portfolio's exposure to computer/other  electronics
has  decreased  to  16%  at  December  31,  2004,  partly  a  reflection  of the
revaluation of Memec and also in part due to investments in other sectors.

<TABLE>
<CAPTION>

         Sector Analysis (% of Portfolio by value)


                                                 December 31, 2004           December 31, 2003
<S>                                                            <C>                         <C>

Consumer                                                        41                          29

Medical/health                                                  11                          21

Computer/other electronics                                      16                          22

Chemicals                                                        6                           7

Industrial products/services                                     6                           7

Other manufacturing                                              3                           3

Other services                                                  17                          10

Construction                                                     0                           1

</TABLE>

                                   36


         Portfolio maturity

     The average age of the portfolio at December 31, 2004 has reduced, with 58%
of investments  held for less than three years, 43% held for under two years, of
which 23% have been held for less than a year.

         Deal type

     SVG Capital's  portfolio at December 31, 2004 is focused towards Management
Buy-Outs/Ins  (85%) with a small  exposure to  Development  Capital  (12%).  SVG
Capital's  exposure  to  early  stage  companies  (3%) is  entirely  in the life
sciences sectors.

         Fund commitments
     At  December  31,  2004,  SVG  Capital  had  GBP411.4  million of  uncalled
commitments to seven private equity funds (December 2003: GBP557.5 million to 10
funds). In addition, SVG Capital had a GBP2.7 million uncalled commitment to The
Strategic Recovery Fund; a GBP14.8 million uncalled commitment to P123, which is
due in October  2005;  and an  uncalled  commitment  of  GBP35.6  million to SVG
Diamond.

<TABLE>
<CAPTION>

                        Uncalled Fund Commitments at December 31, 2004



Fund                                                           Amount                   Amount                 SVG Capital
                                                               called                 uncalled                    uncalled
                                                     (local currency)          (local currency)                commitment*
                                                             millions                 millions                GBP millions
<S>                                                               <C>                      <C>                         <C>
Permira Europe III                                           EUR128.5                 EUR379.5                       268.7

Permira Europe II                                            EUR565.0                  EUR85.2                        60.3

The Japan Fund IV                                          YEN2,350.6               YEN8,363.0                        42.5

The Japan Venture Fund III                                 YEN2,962.6                 YEN142.4                         0.7

Schroder Ventures US Fund                                   US$60.0m                   US$13.2                         6.9

Schroder Ventures
International Life Sciences Fund II                         US$67.7                    US$14.0                         7.3

International Life Sciences Fund III                        US$27.0                    US$48.0                        25.0

Strategic Recovery Fund                                      GBP4.7                     GBP2.7                         2.7

P123                                                        EUR83.8                    EUR21.0                        14.8

SVG Diamond                                                       -                    EUR50.3                        35.6

--------------------------------------------------------------------------------------------------------------------------
Total                                                                                                                464.5
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


*based on exchange rates at December 31, 2004.

                                      37

<TABLE>
<CAPTION>

         Return on holdings of Permira and Schroder Ventures' funds


                                                                                  Year to                     Year to
                                                                        December 31, 2004           December 31, 2003
                                                                                     GBPm                        GBPm
<S>                                                                                   <C>                         <C>

Opening valuation                                                                   560.3                       484.0

Calls payable                                                                       159.5                       110.7

Distributions receivable                                                          (143.9)                      (59.4)

                                                                                    575.9                       535.3

Increase in value of portfolio                                                      121.7                        21.4

(Less)/plus foreign exchange movement                                               (9.4)                         3.6

                                                                                    112.3                        25.0

Closing portfolio                                                                   688.2                       560.3
</TABLE>



         Cash & marketable securities

     At December 31, 2004, SVG Capital's  gross cash balance of GBP25.1  million
(December 2003:  GBP47.7 million) was held in a combination of bank deposits and
money market funds, reflecting anticipated short-term cash flows.

         Company's Business

     The Company carries on business as an investment trust and is an investment
company within the meaning of section 266 of the Companies Act 1985. In order to
obtain exemption from capital gains tax, the Company has conducted itself with a
view to being an approved  investment trust for the purposes of Section 842. The
last accounting period for which the Company has been treated as approved by the
Inland Revenue as meeting the qualifying criteria for investment trust status is
the period ended  December 31, 2002 and the Company has  subsequently  conducted
its affairs so as to enable it to continue to qualify for such approval.

         Revenue and Earnings

     The consolidated net revenue deficit for the year after expenses, interest,
taxation and minority  interests was GBP4,746,000 (year ended December 31, 2003:
deficit of  GBP5,531,000),  equivalent to a deficit per ordinary  share of 4.19p
(year ended December 31, 2003: deficit of 5.32p).

         Dividend

     The Company is prohibited by its Articles of Association from  distributing
as  dividends  any  capital   surpluses  that  arise  from  the  realisation  of
investments.  Accordingly,  any dividends paid by the Company will be funded out
of its revenue account.

                                    38

     The  Company's  investment  objective  is one of  capital  growth and it is
anticipated  that returns for  shareholders  will derive primarily from capital.
The Directors do not  recommend  the payment of a final  dividend as the Company
has reported a deficit for the financial year on its revenue account.

         Purchases of Shares for Cancellation

     The  Directors  have  not used the  authority  given to them at the  Annual
General  Meeting of the Company  held on April 29,  2004 to purchase  any of the
ordinary shares of the Company.

     The total  number of  shares  in issue on March  24,  2005 was  122,529,853
shares. To provide maximum  flexibility,  the Directors renewed the authority to
purchase  up to 14.99% of the share  capital  in issue on March 24,  2005 at the
Annual General Meeting on April 25, 2005.

     This authority will lapse at the conclusion of the Company's Annual General
Meeting in April 2006, unless renewed earlier.

     As at June 30, 2005,  the Company held no shares in treasury.  Accordingly,
the  percentage  figures  in this  and  other  sections  of the  report  are all
calculated exclusive of treasury shares.

     The total number of options to subscribe for ordinary shares outstanding at
June 30, 2005 was 7,908,124, which represented approximately 6.15% of the issued
ordinary share capital at that date. If the Company were to purchase the maximum
number of ordinary  shares  permitted by this  authority and by the existing buy
back authority given on April 25, 2005 (for 18,367,224  shares) then the options
outstanding at June 30, 2005 would represent  approximately  7.17% of the issued
ordinary  share  capital.  However,  the  Directors do not  presently  intend to
exercise the existing authority prior to its expiry in April 2006.

         Issue of New Shares
     At the  Annual  General  Meeting  of the  Company  on April 29,  2004,  the
Directors were given powers (in  substitution for the powers taken at the Annual
General  Meeting of the Company in April 2003) to allot relevant  securities and
to allot equity securities as if the pre-emption  provisions in section 89(1) of
the Companies Act 1985 did not apply. The Directors  renewed these powers at the
Annual General Meeting held on April 25, 2005 pursuant to Resolutions 12 and 13,
as detailed below.

     Resolution 12 gave the Directors the power to allot relevant  securities up
to an aggregate  nominal  amount of (a)  GBP1,225,298  (equivalent  to 1% of the
Company's issued ordinary share capital as at March 24, 2005) in connection with
the Company's Executive Share Option Plan, and (b) GBP40,843,284  (equivalent to
one-third of the Company's issued ordinary share capital as at March 24, 2005).

     Resolution 13 gave the Directors the power to allot equity securities as if
the  pre-emption  provisions  in section 89(1) of the Companies Act 1985 did not
apply (a) up to an aggregate nominal amount of GBP1,225,298 (equivalent to 1% of
the Company's  issued ordinary share capital as at March 24, 2005) in connection
with the Company's  Executive  Share Option Plan;  (b) pursuant to rights issues
and other  pre-emptive  issues;  and (c) up to an  aggregate  nominal  amount of
GBP12,252,985  (equivalent to 10% of the Company's issued ordinary share capital
as at March 24, 2005).

     The Directors  were granted the  authority  referred to in paragraph (c) of
Resolution  13 in  order  to  provide  flexibility  in  raising  monies  to take
advantage  of  opportunities  arising  through the launch of new funds,  and for
general  corporate  purposes.  It is the  intention of the Board that any equity
securities  allotted  under this  authority  will be  allotted  at an  effective
premium  to the  estimated  net asset  value per  ordinary  share at the date of
pricing of the issue of the relevant equity securities.

                                    39

     The Directors intend to exercise the authority referred to in paragraph (b)
of Resolution 12 generally to issue relevant securities whenever they believe it
is advantageous to shareholders to do so.

     The Directors intend to exercise the authority referred to in paragraph (a)
of  Resolution 12 and paragraph (a) of Resolution 13 to grant options under part
D of the Company's  Executive  Share Option Plan to individuals  seconded to the
Company or its subsidiaries  (which, for this purpose,  include joint ventures).
Options  granted  pursuant to this  authority  will  nevertheless  count towards
limits on the number of new ordinary  shares that may be issued  pursuant to the
exercise of options.

     The  authorities  taken  under  Resolutions  12 and 13  will  lapse  at the
conclusion of the  Company's  Annual  General  Meeting in 2006,  unless  renewed
earlier.

         Foreign Currency Fluctuations

     Information  regarding the impact of foreign  currency  fluctuations on the
Company is contained in Note 29 of the accompanying financial statements.

INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2003

     During  calendar  year 2002,  the Company  changed its fiscal year end from
June 30 to December  31, with the 12 months  ended  December  31, 2003 being the
first full year with a December 31 year-end.  Therefore no  comparison of the 12
months  ended  December  31, 2003 and the 12 months  ended  December 31, 2002 is
available for inclusion in this Form 20-F.

         Portfolio Performance

     Against a backdrop  of  continued  economic  uncertainty,  conflict  in the
Middle East and a weakening US$, the portfolio of companies continued to perform
well,  generating  cash and  repaying  debt,  in spite of a slight  decrease  in
portfolio company earnings in aggregate.

     The portfolio was sensitive to currency  fluctuations,  which affected both
valuations  and  individual  company  earnings.  In  terms  of  valuations,  the
portfolio benefited from the strengthening of the euro against sterling over the
year,  despite a weakening US$. On the other hand, the depreciating US$ impacted
a number of SVG Capital's  portfolio company earnings,  particularly  those with
euro costs and US$ sales.  Despite this, cash generation and debt repayment,  in
addition to an increase in comparable EBIT multiples, meant that the majority of
the portfolio valuations remained relatively robust in local currency terms.

     SVG Capital  reported  compound  annual growth in net assets per share over
five years to December  31,  2003 of 10%,  which  compared to negative  compound
annual  returns  of the FTSE  All-Share  and FTSE  World  Index of (4%) and (3%)
respectively.

         Capital Raisings

     In what was a difficult fund raising environment,  especially in the public
markets,  SVG Capital  raised a total of GBP96.9  million of new capital  during
2003;  GBP49 million through a placement of convertible  bonds in May and August
and GBP47.9 million from an equity placing in October.

                                   40

         Portfolio Review for the year ended December 31, 2003

     In the year to December 31, 2003,  SVG  Capital's  fully diluted net assets
per share increased by 3% to 458.7p (GBP526.6 million) (December 2002:  GBP463.2
million - 445.8p per share fully diluted).

     In a difficult operating environment,  SVG Capital's portfolio of companies
continued to perform  well,  generating  cash and repaying  debt,  in spite of a
slight decrease in portfolio company earnings in aggregate. In addition, many of
the portfolio  company  valuations  benefited from the rally in public  markets,
which had a positive  impact on the overall EBIT multiples used for  valuations,
particularly in the semi-conductor sector.

     The portfolio was sensitive to currency  fluctuations,  which affected both
valuations  and  individual  company  earnings.  The  overall  valuation  of the
portfolio benefited from the strengthening of the euro against sterling in 2003,
despite a weakening US$.  Conversely,  the depreciating US$ impacted a number of
SVG Capital's portfolio company earnings, particularly those with euro costs and
US$ sales. In spite of this, cash generation and debt repayment,  in addition to
an  increase  in  comparable  EBIT  multiples,  meant that the  majority  of the
portfolio valuations remained relatively robust in local currency terms.

     The  largest   change  in  valuation  in  the  year  was  the  write-up  of
austriamicrosystems,  which was written-up to GBP26.7  million  (December  2002:
GBP14.1  million).  While  still  valued  at 30% below  original  cost (in local
currency) at December 31, 2003, earnings improved and the company benefited from
a more favorable operating environment.

     The other major  change in  valuation  during 2003 was  Travelodge & Little
Chef,  which moved from a cost to an EBIT  valuation  for the first time and was
written-down  on an EBIT  basis  to  GBP45.3  million  (December  2002:  GBP51.8
million).  A difficult  operating  environment,  especially in the first half of
2003, meant that Travelodge's  revenues and earnings growth were slightly behind
expectations,  while cash generation  remained on target.  At Little Chef, a new
management  team was  recruited to focus on  improving  the  performance  of the
business in the short term and the development of a medium term strategy.

     Memec,  which was  written-down  in June 2003 due to lower  comparable EBIT
multiples and the negative impact of the US$ on its valuation,  was written back
up to GBP53.6  million at December 31, 2003 (December  2002:  GBP50.4  million).
Memec  benefited  from an  improved  operating  environment,  in  addition to an
increase in comparable EBIT multiples used for the valuation.

     Excluding  the sale of the dental  manufacturing  business of Sirona Dental
Systems, which was executed in November 2003, but was subject to the approval of
anti-trust  authorities  (which  was  granted in  February  2004),  SVG  Capital
received  distributions  of GBP30.2 million during 2003 at an average premium of
36.7% to December 2002 valuations.

                                   41

     Since  inception  to December  31,  2003,  SVG Capital  reported an average
uplift on  realisations  to previous  valuations  of  approximately  45%.  Calls
payable during 2003 were GBP110.7  million,  weighted towards the second half of
the year.

     Fifty-one  per cent of the portfolio  was valued on an earnings  basis,  of
which 8% was  written-down  on an earnings  basis  (Travelodge  & Little  Chef),
bringing  the total  percentage  of the  portfolio  valued  below cost to 18% at
December 31, 2003 (December 2002:  12%). The percentage of the portfolio  valued
on a quoted  basis  increased  to 8%, as a result of the  increase  in the share
prices  of a number of the  Asian  portfolio  companies.  The  remainder  of the
portfolio was valued at cost (21%) or on a Third-Party basis (10%).

     The  sector,  geographical  and stage  profile  of the  portfolio  remained
relatively   unchanged  in  2003.  The  Twenty  Largest   Underlying   Companies
represented 67% of the portfolio (135 companies in total) at December 31, 2003.

         Investments in 2003

     Fifteen  new and 29  follow-on  investments  were made in the year,  with
a total of GBP110.7 million  of calls paid. Of the 15 new investments,  5
featured in the Twenty  Largest  Underlying  Companies:  SEAT  Pagine  Gialle,
Premiere, Inmarsat, Holmes Place and Rodenstock.

     The largest new investment, SEAT Pagine Gialle, is a telephone directories,
business  information and directory  assistance  company which demerged from the
internet,  television  and business  publishing  arm of SEAT in August 2003. The
company has significant market share in Italy, the UK and Germany and is Italy's
leading yellow pages and telephone directory publisher.  The investment was made
through an initial acquisition of Telecom Italia's stake and a subsequent public
tender offer for the company,  which is listed on the Milan Stock  Exchange.  At
December 31, 2003, Funds advised by Permira owned approximately 16% of the share
capital of the  company,  of which SVG  Capital's  share of the  investment  was
valued at GBP35.6 million (cost). In recent years,  substantial  management time
and resource had been devoted to dealing with a series of  acquisitions  and the
resulting management of a more diversified group. Since the investment in August
2003, a new CEO was appointed  and the  management  team focused on  operational
improvements within the company's core directories business.

     Premiere is the leading  Pay-TV  operator  in Germany and  Austria.  Fund's
advised  by  Permira  invested  in  Premiere  to fund the  restructuring  of the
loss-making   company  until  break-even.   The  main  objectives  for  reaching
profitability for the company were growing  subscribers,  increasing revenue per
subscriber and strict cost control.  The new management team reduced costs,  and
subscribers  increased  from 2.6 million to 2.9 million.  Increased  revenue per
subscriber  was in-line  with budget and the 'churn'  rate was  reduced.  In the
second half of 2003,  the new CEO  exercised  his option to co-invest  alongside
Permira, thereby reducing the fund's investment in the company.

     In October  2003,  funds advised by Permira and Apax Partners made an offer
for the share capital of Inmarsat,  which was  finalized in December  2003. As a
leading provider of global mobile satellite communication services, Inmarsat has
been designing, implementing and operating satellite networks for over 23 years.
The company's  services  include voice,  fax,  intranet and internet  access and
other data services used by  multinational  corporations,  government  agencies,
media and international aid organisations and other users in the maritime,  land
and aeronautical sectors.

                                   42

     Holmes Place is one of Europe's  leading  premium health club operators and
funds advised by Bridgepoint  and Permira  invested in the company in July 2003.
Since the  investment,  the new management team has been focused on implementing
operational  improvements,  financial  controls and  delivering on the company's
existing pipeline of 18 new clubs.

     Rodenstock is the leading  German  manufacturer  of  ophthalmic  lenses for
spectacles.  Funds advised by Permira invested in the company in September 2003.
The core  management  team of the  company  was  unchanged  and,  in addition to
increasing the Rodenstock brand awareness in international  markets, was focused
on cost control and improving sales and profitability of the company.

         Realizations

     After a  three-year  hiatus,  the last quarter of 2003 saw some signs of an
improvement in exit activity with renewed  interest from trade  participants for
strategic assets and an increase in activity in capital markets.

     The two  most  substantial  realizations  announced  during  2003  were the
partial realization of Sirona Dental Systems and the full realization of TFL.

     The sale of the dental  equipment  division  of Sirona  Dental  Systems was
executed in  November  2003,  at a 23%  premium to the June 2003 value.  The net
value of this partial  realization for SVG Capital was GBP21.2 million, of which
SVG  Capital  expected  to receive net  proceeds  of GBP17.8  million,  with the
remainder held within P123 for reinvestment in Permira Europe III.

     In addition to Sirona,  funds  advised by Permira sold TFL, the supplier of
speciality chemicals to the leather processing  industry.  The net value of this
realization for SVG Capital was GBP11.3  million,  a 22% uplift to the June 2003
value.  SVG Capital  received  proceeds of GBP10.7  million from this sale,  the
remainder held within P123 for reinvestment in Permira Europe III.

<TABLE>
<CAPTION>

         Significant realisations during 2003 include:


                                                                           December 31, 2002
                                                   Proceeds                        Valuation
Company                                             GBP'000                          GBP'000
<S>                                                     <C>                              <C>

Sirona Dental Systems*                            ** 17,800                       *** 14,635

TFL                                                  10,682                          # 6,562

Palini & Bertoli                                      3,624                            2,338
</TABLE>


*   SVG Capital expected to receive proceeds from the partial realisation of
    Sirona Dental Systems in March 2004.

**  Proceeds of the partial realization

*** Value for the entire investment in Sirona Dental Systems at December 2002.
    A follow-on investment of GBP2.5 million was made in May 2003.

#   A follow-on investment of GBP0.7 million was made in April 2003.


         Valuation Changes in 2003

     There have been a number of changes in valuations  in 2003.  The three most
significant  write-ups were  austriamicrosystems,  Strides Arcolab and EEMS. The
most significant write-down was Travelodge & Little Chef.

                                         43

     austriamicrosystems  was  written-up to GBP26.7  million due to an improved
operating environment and earnings.  The company built a new manufacturing plant
soon after the initial  investment  in the  company was made in 2000,  which had
been slow to reach full  capacity.  This,  coupled with  uncertainty in its core
markets and a reduction in comparable EBIT multiples,  meant that the investment
was written-down to 40% of cost in June 2002. In 2003, the operating environment
for the company improved,  the manufacturing plant continued to build-up to full
capacity and earnings  improved.  As a result, the company was written-up to 70%
of original cost (in local currency).

     The other major  change in valuation  during the year was Strides  Arcolab,
which was valued at GBP9.6  million at  December  2003  (December  2002:  GBP4.1
million).  Strides is based in India and  manufactures  a range of generic drugs
and tablets for supply to Western and developing markets.  The company is listed
on the National Stock Exchange of India and the increase in its value was driven
by a general rally in the Indian stock market and the encouraging performance of
the company.

     EEMS  performs  assembly  and test  services for DRAM and flash memory chip
manufacturers.  An improved  operating  environment  for its key customers meant
that the  company  performed  well and was  written-up  to  GBP12.6  million  at
December 31, 2003 (December 2002: GBP7.5 million).

     The other major  write-up  in the year was Euro  Dental  Holdings,
which was  realised in January  2004 and was valued at net proceeds.

<TABLE>
<CAPTION>

                                          December 31, 2003         December 31, 2002
                                                  Valuation                 Valuation                    Change in
Company                                             GBP'000                   GBP'000                     the Year
                                                                                                           GBP'000
<S>                                                     <C>                       <C>                          <C>

austriamicrosystems                                  26,737                    14,133                       12,604

Strides Arcolab                                       9,625                     4,136                        5,489

Euro Dental                                          10,880                     5,414                        5,466

EEMS                                                 12,590                     7,493                        5,097

</TABLE>

     At December 31, 2003, Travelodge & Little Chef moved from a cost to an EBIT
valuation  for the first time and was  written-down  on an EBIT basis to GBP45.3
million  (December  2002:  GBP51.8  million).  Travelodge is the second  largest
operator of UK budget hotels and Little Chef is the largest roadside  restaurant
chain in the UK. The  operating  environment  in the UK budget hotels sector had
been difficult, especially in the first half of 2003 where fears surrounding the
Iraq war impacted the travel and tourism industry. The performance of Travelodge
in the  second  half of 2003  improved  strongly  on the  first  half,  but on a
full-year  basis  profit  growth  was not  sufficient  to offset  the  impact of
discounts  applied  when  valuing the company on an EBIT basis.  Travelodge  was
ahead on cash generation and was repaying debt early.

         Cash and Marketable Securities

     At December 31, 2003, SVG Capital's  gross cash balance of GBP47.7  million
(December  2002:  GBP18.8  million) was held  principally in money market funds,
reflecting anticipated short-term cash flows.

                                  44

         Revenue and Earnings

     The consolidated net revenue deficit for the year after expenses, interest,
taxation and minority  interests was GBP5,531,000  (six months ended 31 December
2002:  deficit of  GBP2,185,000),  equivalent to a deficit per ordinary share of
5.32p (six months ended 31 December 2002: deficit of 2.14p).

         Dividend

     The  Directors  did not  recommend  the payment of a final  dividend as the
Company reported a deficit for the financial year 2003 on its revenue account.

         Purchase of Shares for Cancellation
     During the year  ended  December  31,  2003 the  Directors  did not use the
authority given to them to purchase ordinary shares for cancellation.

     The total  number of  shares  in issue on March  26,  2004 was  112,655,174
shares. To provide maximum  flexibility,  the Directors renewed the authority to
purchase  up to 14.99% of the share  capital  in issue on March 26,  2004 at the
Annual General Meeting on April 29, 2004.

     This  authority  lapsed at the  conclusion of the Company's  Annual General
Meeting on April 25, 2005.  As at March 26, 2004,  the Company held no shares in
treasury.

     Accordingly,  the  percentage  figures  in this and other  sections  of the
report are all  calculated  exclusive  of treasury  shares.  The total number of
options to  subscribe  for  ordinary  shares  outstanding  at March 26, 2004 was
6,775,690,  which represented approximately 6.0 per cent. of the issued ordinary
share capital at that date.  If the Company were to purchase the maximum  number
of ordinary  shares  permitted by this  resolution  and by the existing buy back
authority  given on April 25,  2003 (for  15,348,412  shares)  then the  options
outstanding at March 26, 2004 would represent  approximately  8.4% of the issued
ordinary  share capital.  The Directors did not exercise the authority  prior to
its expiry on April 29, 2004.

         Issue of New Shares

     At the  Annual  General  Meeting  of the  Company  on April 25,  2003,  the
Directors were given powers (in  substitution for the powers taken at the Annual
General  Meeting of the Company in November 2002) to allot  relevant  securities
and to allot equity securities as if the pre-emption provisions in section 89(1)
of the Companies Act 1985 did not apply.  The Directors  renewed these powers at
the Annual General  Meeting held on April 29, 2004, and Resolutions 7 and 8 were
approved by shareholders at the Annual General Meeting.

         Foreign Currency Fluctuations

     Information  regarding the impact of foreign  currency  fluctuations on the
Company is contained in Note 29 of the accompanying financial statements.

                                       45

SUMMARY RESULTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2002 COMPARED TO THE SIX
MONTHS ENDED DECEMBER 31, 2001

     In the six months to December  31, 2002,  SVG  Capital's  consolidated  net
assets per share  increased  by 8.1% to 445.8p  (fully  diluted),  compared to a
decrease of 2.8% for the six months ended December 31, 2001.

     The  consolidated  total return for the six months ended  December 31, 2002
amounted  to a surplus  of  GBP40.1  million,  compared  to a deficit of GBP11.6
million for the six months ended December 31, 2001.

     During the six months ended December 31, 2002, the Company received notices
of Calls  aggregating  approximately  GBP122.7  million,  compared to notices of
Calls during the six months ended  December 31, 2001  aggregating  approximately
GBP53.7  million,   and  received   proceeds  from  dispositions  of  underlying
investments of the Funds of approximately GBP104.5 million, compared to proceeds
of approximately GBP15.8 million during the six months ended December 31, 2001.

INFORMATION FOR THE SIX MONTHS ENDED DECEMBER 31, 2002

         Portfolio Activity for the Six Months to December 31, 2002

     Over the six months to December 31, 2002,  net assets  increased by 9.5% to
GBP463.2 million and net assets per share, on a fully-diluted  basis,  increased
to 445.8p.  This compares to falls in the FTSE  All-Share and FTSE World Indices
over the same period of (16.3)% and (17.1)% respectively.

     The largest  contributor to the increase in net assets was the  realization
of Homebase at a substantial premium (GBP58 million) to the June 2002 valuation.
However,  the increase  can also be credited to the  portfolio of companies as a
whole, which in aggregate  continue to increase earnings,  generate cash and pay
down debt in spite of difficult economic conditions.

         Operating Review

     SVG Capital's fund advisory  business  continued to meet its key milestones
and the business was on track to build revenue and profit streams.

     The first SVG Capital advised product,  the EUR242 million Schroder Private
Equity Fund of Funds I, had been  operating for nearly 12 months and had already
reported strong investment performance, with a number of realizations within the
portfolio. The fund was approximately 70% committed.

         Portfolio Review for the six months ended December 31, 2002

     The overall  performance  of SVG  Capital's  portfolio in the six months to
December 31, 2002 resulted in a 9.5% increase in net assets to GBP463.2  million
and an increase in net assets per share,  on a  fully-diluted  basis,  to 445.8p
(452.9p undiluted) (June 2002: GBP423.1 million - 413.7p per share undiluted).

     This  increase  principally   reflected  two  key  factors.   Firstly,  the
successful  realization  of Homebase at a  substantial  premium to the June 2002
valuation added 57p to net assets per share. Secondly, at the underlying company
level, the overall  valuation of the portfolio  remained  relatively  robust. In
aggregate,  SVG Capital's portfolio of companies continued to increase earnings,
generate  cash and pay down debt,  in spite of  difficult  economic and business
conditions.

                                     46

     The total calls of GBP122.7  million paid during the six-month  period were
well ahead of the GBP77.5  million of calls paid in the  preceding  12 months to
June 2002 and were dominated by two new investments;  Travelodge and Little Chef
(GBP56.5 million) and Ferretti (GBP31.8 million).  With public markets remaining
closed as a funding  alternative  for companies,  private equity became a larger
part of merger and acquisition activity.

     SVG Capital  received a total of GBP104.5  million of  distributions in the
six months since June 2002, the majority of which came from the successful  sale
of Homebase to GUS plc in November.

     Half of the portfolio (51%) was valued on an earnings basis at December 31,
2002, with a bias towards EBIT valuations due to its  concentration on buy-outs.
The  percentage  of the  portfolio  held on a cost basis  increased to 28% (June
2002:  17%).  The  proportion  of the  portfolio  valued on a  write-down  basis
increased to 12% (June 2002: 9%).

     The portfolio continued to have a clear weighting towards Multinational and
Continental European companies (58% in total). The portfolio's  weighting to the
UK increased to 19% due to the investment in Travelodge and Little Chef.

     The Twenty Largest Underlying Companies represented 72% of the portfolio at
December  31,  2002.  The total  number of  portfolio  companies  held by the 22
buy-out and development capital funds in which the Company invested decreased to
141 from 151, a result of realizations.

         Fund Transactions in the six months ended December 31, 2002

     A total of  GBP122.7  million  in calls were paid  during  the six  months,
funding 8 new and 18 follow-on  investments.  Of the eight new investments,  two
featured in the Twenty Largest Underlying Companies;  Travelodge and Little Chef
(GBP56.5 million) and Ferretti (GBP31.8 million).

     The  investment  in  Travelodge  and Little Chef,  through funds advised by
Permira,  was the largest investment to date for SVG Capital and was its largest
portfolio company representing 12.2% of net assets.

     Ferretti  was  originally  acquired by a fund  advised by Permira  (Permira
Italy II) in 1998 and  floated on the Milan  Stock  Exchange  in June  2000.  At
flotation Permira sold the majority of its interest in Ferretti and subsequently
sold its remaining  holding.  Since 1998 the Ferretti Group grew organically and
through acquisitions,  and is currently Europe's largest builder of luxury motor
yachts.  Following a successful  tender offer,  the company was taken private by
Permira Europe II. Ferretti was SVG Capital's fourth largest underlying company,
representing 7.1% of net assets.

     Another  investment,  Silverlink,  did not  feature in the  Twenty  Largest
Underlying  Companies  as only the  initial  tranche of the  investment  (GBP4.4
million) had been made at December 31, 2002. Since December a further investment
was made taking SVG Capital's total  investment in this company to approximately
GBP8.8+ million.  Silverlink is the holding company for the Amanresorts,a group
of high-end luxury resorts and spas.

+ The full GBP8.8 million in Silverlink was called from and paid by SVG Capital
  before December 31, 2002.



                                      47

     SVG Capital  received a total of GBP104.5  million of  distributions in the
period,  the most  substantial  being  from the sale of  Homebase  to GUS plc in
November 2002.  Funds advised by Permira backed the buy-out of Homebase in March
2001. In April 2002,  the company  underwent a  recapitalization,  returning the
majority of the cost of the  investment to investors and at June 2002 was valued
at GBP36.8  million.  SVG Capital received GBP95.2 million from this realization
and, including the recapitalization, had received approximately GBP109.2 million
in total from this investment against a total cost of GBP20.0 million.

     There were  several  changes to  valuations  in the period.  The three most
significant  write-ups were Cognis, Med Eng and Takko.  Cognis was revalued from
cost to an  EBITDA  basis and was  valued  at  GBP38.1  million  (cost:  GBP33.7
million).

<TABLE>
<CAPTION>


                                                           December 31, 2002        June 30, 2002        Change in
                                                                   Valuation            Valuation           Period
Company                                                              GBP'000              GBP'000          GBP'000
<S>                                                                      <C>                  <C>              <C>

Cognis                                                                38,114               34,611            3,503

Med Eng                                                                5,549                2,163            3,386

Takko**                                                               20,029               17,027            3,002
</TABLE>


** In order to provide a more  meaningful  illustration  of the valuation
   uplift in the period,  the valuation at June 30, 2002 has been adjusted
   to include a follow-on investment in the company after June 30, 2002

     Based in  Ontario,  Canada,  Med Eng designs  and  manufactures  protection
systems  worn  by  individuals   working  with  explosive   devices   (including
anti-personnel land mines and chemical/biological  devices) and by crowd control
security forces.  The Schroder  Canadian Buy-Out Fund II backed the buy-out of a
controlling interest in the company in April 2000 and subsequently the company's
earnings  grew  rapidly.  As a result,  the  company was written up on an EBITDA
basis to GBP5.5 million, against a cost of GBP1.8 million.

     Takko was written-up  having been  written-down in June 2001. The company's
earnings  subsequently  improved strongly and it was performing in-line with its
original budget and was revalued on an EBIT basis to GBP20.0 million.

     There  were some  reductions  in  valuations  in the  period.  The two most
significant  were  Leica  Microsystems  and  Kiekert.  The  valuation  of  Leica
Microsystems  was reduced by 30%,  mainly a result of declining  comparable EBIT
multiples and a projected  fall in forecast  2003 earnings in its  semiconductor
business.  The  valuation  of Kiekert  was reduced by 35%, a result of a fall in
comparable EBIT multiples and a projected fall in 2003/2004 earnings.

<TABLE>
<CAPTION>

                                        December 31, 2002        June 30, 2002            Change in
                                                Valuation            Valuation               Period
Company                                           GBP'000              GBP'000              GBP'000
<S>                                                   <C>                  <C>                  <C>

Leica Microsystems                                 12,635               18,718              (6,083)

Kiekert                                             9,924               15,177              (5,253)
</TABLE>


         Portfolio Performance

     Distributions  from  realizations  of GBP104.5  million  were at an average
premium of 120.1% to the June 30,  2002  valuations.  Calls  payable  during the
period  amounted  to  GBP122.7  million  to  fund  eight  new  and 18  follow-on
investments.


                                       48


     The Company's return on its holdings of Schroder Ventures and Permira funds
is summarised below:

<TABLE>
<CAPTION>

                                                                  6 months to        12 months to
                                                            December 31, 2002       June 30, 2002
                                                                         GBPm                GBPm
<S>                                                                       <C>                 <C>

Opening Valuation                                                       422.8               387.0

Calls Payable                                                           122.7                77.5

Distributions Receivable                                              (104.5)              (49.0)

                                                                        441.0               415.5

Increase in Value of Portfolio                                           43.0                 7.3

Closing Portfolio                                                       484.0               422.8
</TABLE>


         Cash and Marketable Securities

     At December 31, 2002, the Company's  gross cash balance of GBP18.8  million
(June 2002: GBP40.3 million) was held principally in two money market funds.

         Revenue and Earnings

     The  consolidated net revenue deficit for the six months ended December 31,
2002 after expenses,  interest, taxation and minority interests was GBP2,185,000
(year ended June 30, 2002: deficit of GBP1,555,000), equivalent to a deficit per
ordinary share of 2.14p (June 2002: deficit of 1.52p).

         Dividend

     The  Directors  did not  recommend  the payment of a final  dividend as the
Company  reported a deficit for the financial  period ended December 31, 2002 on
its revenue account.

         Purchase of Shares for Cancellation

     During the six months ended December 31, 2002 the Directors did not use the
authority given to them to purchase ordinary shares for cancellation.  The total
number of shares in issue on March 21, 2003 was 102,391,012 shares.

     This  authority  lapsed at the  conclusion of the Company's  Annual General
Meeting on April 25, 2003.

         Issue of New Shares

     At the Annual  General  Meeting of the Company on November  26,  2002,  the
Directors were given powers (in  substitution for the powers taken at the Annual
General  Meeting of the Company in November 2001) to allot  relevant  securities
and to allot equity securities as if the pre-emption provisions in section 89(1)
of the Companies Act 1985 did not apply.  The Directors  renewed these powers at
the Annual General  Meeting held on April 25, 2003 pursuant to Resolutions 8 and
10, as detailed below.

                                     49

     Resolution 8 gave the Directors the power to allot  relevant  securities up
to an aggregate  nominal  amount of (a)  GBP1,023,910  (equivalent  to 1% of the
Company's issued ordinary share capital as at March 21, 2003) in connection with
the Company's Executive Share Option Plan; and (b) GBP34,130,337  (equivalent to
one-third of the Company's issued ordinary share capital as at 21 March 2003).

     Resolution 10 gave the Directors the power to allot equity securities as if
the  pre-emption  provisions  in section 89(1) of the Companies Act 1985 did not
apply (a) up to an aggregate nominal amount of GBP1,023,910 (equivalent to 1% of
the Company's  issued ordinary share capital as at March 21, 2003) in connection
with the Company's  Executive  Share Option Plan;  (b) pursuant to rights issues
and  other  preemptive  issues;  and (c) up to an  aggregate  nominal  amount of
GBP10,239,101  (equivalent to 10% of the Company's issued ordinary share capital
as at March 21, 2003).

     The Directors  were granted the  authority  referred to in paragraph (c) of
Resolution  10 in  order  to  provide  flexibility  in  raising  monies  to take
advantage of  opportunities  arising through the launch of Schroder  Ventures or
Permira funds, and for general corporate  purposes.  It was the intention of the
Board that any equity securities allotted under this authority be allotted at an
effective  premium to the  estimated  net asset value per ordinary  share at the
date of pricing of the issue of the relevant equity securities.

     The Directors  intended to exercise the authority  referred to in paragraph
(b) of  Resolution 8 to issue  relevant  securities  whenever  they  believed it
advantageous to shareholders to do so.

     The Directors  intended to exercise the authority  referred to in paragraph
(a) of  Resolution 8 and  paragraph  (a) of Resolution 10 to grant options under
part D of the Company's  Executive Share Option Plan to individuals  seconded to
the  Company  or its  subsidiaries  (which,  for this  purpose,  includes  joint
ventures).

     Options granted pursuant to this authority will nevertheless  count towards
limits on the number of new ordinary  shares which may be issued pursuant to the
exercise of options.

     The authorities  taken under  Resolutions 8 and 10 lapsed at the conclusion
of the  Company's  Annual  General  Meeting on April 29,  2004,  unless  renewed
earlier.

         Foreign Currency Fluctuations

     Information  regarding the impact of foreign  currency  fluctuations on the
Company is contained in Note 29 of the accompanying financial statements.

SUMMARY RESULTS FOR THE YEAR ENDED JUNE 30, 2002 COMPARED TO THE YEAR
ENDED JUNE 30, 2001

     In the year to June 30, 2002,  SVG  Capital's  consolidated  net assets per
share  increased  by 1.5% from 407.6p to 413.7p,  compared to a decrease of 9.6%
for the year ended June 30, 2001.

     The consolidated  total return for the year ended June 30, 2002 amounted to
a surplus of GBP6.2  million,  compared to a deficit of GBP44.3  million for the
year ended June 30, 2001.

                                   50

     During the year ended June 30, 2002, the Company  received notices of Calls
aggregating  approximately GBP77.5 million,  compared to notices of Calls during
the year ended June 30, 2001 aggregating  approximately  GBP155.4  million,  and
received  proceeds from  dispositions of underlying  investments of the Funds of
approximately  GBP49.0 million,  compared to proceeds of  approximately  GBP51.9
million  during the year ended June 30, 2001.  Uncalled  commitments to Schroder
Ventures' Funds  decreased from  approximately  GBP456.3  million as of June 30,
2001 to approximately GBP403.2 million as of June 30, 2002.

INFORMATION FOR THE YEAR ENDED JUNE 30, 2002

         Portfolio Activity

     With global markets  falling in excess of 20% and the economic and business
environment weakening, the twelve months to June 30, 2002 was a difficult period
for investment markets.

     Against this uncertain market backdrop,  the Company's performance over the
year was robust.  The Company had a strong  underlying  portfolio of  companies,
with good cash  generation,  tight cost  controls  and  well-structured  balance
sheets  and  as a  result  the  overall  valuation  of  the  portfolio  remained
relatively  stable.  In addition,  the Company  benefited from positive  foreign
exchange  movements,  especially  in the  latter  half of the year,  which  have
contributed  GBP6.7  million  to net  assets  in the year  ended  June 30,  2002
(GBP11.1 million since December 2001). As a result, net assets increased by 1.5%
over the year to  GBP423.1  million - 413.7p  per  share  (June  2001:  GBP416.9
million - 407.6p per share).

     Performance was particularly  strong in Japan and Europe,  with the partial
realization of the Japanese property management company,  Xymax and the write-up
and subsequent recapitalization of Homebase.

     Homebase  continued  to  perform  well and was  written up again to GBP36.8
million.

         Convertible Bond

     In order to provide SVG Capital with greater  flexibility  to commit to new
private equity funds, in November 2001 we issued GBP40 million  subordinated
convertible bonds, which are convertible into fully paid ordinary shares and
were listed on the London Stock Exchange in July 2002.

         Portfolio Review for the year ended June 30, 2002

         Overview

     In the year to June 30, 2002, SVG Capital's net assets increased by 1.5% to
GBP423.1 million,  equivalent to 413.7p per share (June 2001: GBP416.9 million -
407.6p per share).

     The increase was  principally  a product of two  factors.  Firstly,  at the
underlying  portfolio company level, cash generation led to reduced debt levels,
as well as profit performance, meant that the overall valuation of the portfolio
remained stable.  Secondly, the Company benefited from positive foreign exchange
movements,  especially in relation to the Euro, which contributed GBP6.7 million
to net assets during the year to June 30, 2002 (GBP11.1  million since  December
2001).

                                       51

     While the overall valuation of the portfolio remained relatively unchanged,
there were two  principal  changes in specific  underlying  company  valuations.
austriamicrosystems,  which was  written-down at December 2001, was written-down
further due to a combination of lower  comparable  EBIT multiples and continuing
poor sales  visibility  in its key  markets.  In addition,  Homebase,  which was
written-up at December 2001 and  subsequently  underwent a  recapitalization  in
April  2002  that  returned  the  majority  of the  cost  of the  investment  to
investors, was written-up again to GBP36.8 million at June 30, 2002.

     The level of completed  transactions  declined  compared to the same period
last year, with 15 new and 44 follow-on  investments  made during the year ended
June 30,  2002 and total  calls paid of GBP77.5  million  (June  2001:  GBP155.4
million).  With public markets fragile and the economic outlook uncertain,  many
companies found themselves under increasing pressure to sell non-core assets.

     In addition to reduced investment activity,  an uncertain economic outlook,
public market  volatility  and reduced M&A activity also resulted in a difficult
environment for realizations. The Company received a total of GBP49.0 million of
distributions  during the year (June 2001:  GBP51.9  million),  dominated by the
recapitalization of Homebase,  which returned GBP14 million of our original cost
of the investment  (GBP20.0  million) and the partial  realization of Xymax, for
which we received GBP9.5 million at a 34.3% premium to its June 2001 value.

     As a  function  of a  maturing  portfolio  and  the  reduced  level  of new
investments,  only 17% of the  portfolio  was valued on a cost basis (June 2001:
58%). The proportion of the portfolio  valued on an earnings basis rose markedly
to 60%,  compared  to 22% in June  2001.  Again,  this was a  reflection  of the
overall maturity of the portfolio with a number of the larger companies, such as
Memec and Homebase, revalued from cost.

     The portfolio  continued to be weighted to  Multinational  and  Continental
European  companies  (37%  and  21%  respectively)  with  the  remainder  of the
portfolio broadly split between  companies based in North America,  Asia and the
UK.

     The  composition  of  the  Twenty  Largest  Underlying   Companies,   which
represented  76% of the portfolio  (June 2001:  74%),  remained  similar to June
2001, with only three new entrants: Cognis, which was acquired in November 2001;
TFL,  which was acquired in March 2001;  and Euro Dental,  which was  originally
acquired  in  January  2000.  As a  result  of  these  new  entrants,  Twinwood,
Thoughtworks  and  Matra  Plast no  longer  formed  part of the  Twenty  Largest
Underlying Companies.

         Fund Commitments

     At June 30, 2002,  SVG Capital had total  uncalled  commitments of GBP403.2
million to nine funds (June 2001: GBP456.3 million to nine funds).

     During the year ended June 30, 2002, the  International  Life Sciences Fund
III (ILSF III),  advised by Schroder  Ventures Life Sciences had a first closing
at US$147.7 million. Since the year-end,  ILSF III had a further close at US$254
million  and a final close at US$377.4  million in 2003.  The Company  committed
US$75 million to this fund.

         Cash and Marketable Securities

     At June 30, 2002, the Company's gross cash balance of GBP40.3 million (June
2001:  GBP32.0  million)  was held  principally  in a  portfolio  of short dated
treasury  bills,  reflecting  anticipated  short-term  cash  flows.  The overall
performance of sterling during the year resulted in a modest gain on exchange on
cash and marketable securities of GBP0.5 million.

                                         52

         Revenue and Earnings

     The consolidated net revenue deficit for the year ended June 30, 2002 after
expenses,  interest,  taxation and minority  interests was  GBP1,555,000  (2001:
return of  GBP2,655,000),  equivalent  to a deficit per ordinary  share of 1.52p
(2001: return of 2.60p).

         Dividend

     The  Directors  did not  recommend  the payment of a final  dividend as the
Company reported a deficit for the year on its revenue account.

         Purchase of Shares for Cancellation

     During the year ended June 30, 2002 the Directors did not use the authority
given to them to purchase ordinary shares for cancellation.  The total number of
shares in issue on October 1, 2002 was 102,265,699 shares.

     This  authority  lapsed at the  conclusion of the Company's  Annual General
Meeting in 2003.

         Issue of New Shares

     At the Annual  General  Meeting of the  Company on 22  November  2001,  the
Directors  were  given  powers  (in  substitution  for the  powers  taken at the
Extraordinary  General  Meeting of the  Company  in May 2001) to allot  relevant
securities and to allot equity  securities as if the  pre-emption  provisions in
section  89(1) of the Companies  Act 1985 did not apply.  The Directors  renewed
these  powers at the  Annual  General  Meeting  in  November  2002  pursuant  to
Resolutions 9 and 10, as detailed below.

     Resolution 9 gave the Directors the power to allot  relevant  securities up
to an aggregate nominal amount of (a) GBP1,022,656 (equivalent to 1 per cent. of
the Company's issued ordinary share capital as at October 1, 2002) in connection
with  the  Company's   Executive  Share  Option  Plan;  and  (b)   GBP34,088,566
(equivalent  to one-third of the Company's  issued  ordinary share capital as at
October 1, 2002).

     Resolution 10 gave the Directors the power to allot equity securities as if
the  pre-emption  provisions  in section 89(1) of the Companies Act 1985 did not
apply (a) up to an aggregate nominal amount of GBP1,022,656 (equivalent to 1 per
cent. of the Company's  issued  ordinary share capital as at October 1, 2002) in
connection  with the  Company's  Executive  Share Option  Plan;  (b) pursuant to
rights issues and other pre-emptive  issues;  and (c) up to an aggregate nominal
amount of  GBP10,226,569  (equivalent  to 10 per cent. of the  Company's  issued
ordinary share capital as at October 1, 2002).

     The Directors  were granted the  authority  referred to in paragraph (c) of
Resolution 10 in order to provide  flexibility in raising  monies,  including to
take advantage of opportunities arising through the launch of Schroder Ventures'
or Permira funds.  It was the intention of the Board that any equity  securities
allotted  under  this  authority  be  allotted  at an  effective  premium to the
estimated net asset value per ordinary share at the date of pricing of the issue
of the relevant equity securities.

     The Directors  intended to exercise the authority  referred to in paragraph
(b) of  Resolution 9 to issue  relevant  securities  whenever  they  believed it
advantageous to shareholders to do so.

     The Directors  intended to exercise the authority  referred to in paragraph
(a) of  Resolution 9 and  paragraph  (a) of Resolution 10 to grant options under
part D of the Company's  Executive Share Option Plan to individuals  seconded to
the  Company  or its  subsidiaries  (which,  for this  purpose,  includes  joint
ventures).  Options granted pursuant to this authority will  nevertheless  count
towards limits on the number of new ordinary shares which may be issued pursuant
to the exercise of options.

                                   53

         Foreign Currency Fluctuations

     Information  regarding the impact of foreign  currency  fluctuations on the
Company is contained in Note 29 of the accompanying financial statements.

B.       Liquidity and Capital Resources

     You should read this section in  conjunction  with the  selected  financial
data  and the  consolidated  financial  statements  and the  accompanying  notes
contained in "Item 3. Key  Information - Selected  Financial Data" and "Item 17.
Financial Statements,"  respectively,  of this annual report. Historical results
and  percentage  relationships  set forth in these Items and this section should
not be taken as indicative of future operations of the Company.

     As  described  more  fully in "Item 4.  Information  on the  Company,"  SVG
Capital's  main  activity is to invest in private  equity  Funds,  which entails
providing  financial  commitments  that may be called by the General  Partner of
such Funds at any time (see "Item 3. Risk  Factors - Risks  Relating  to Capital
Calls).  In addition,  the Company has issued GBP49 million of convertible debt,
repayable in May 2013 if not previously converted into Ordinary Shares.

     The Company expects to finance its  commitments,  over the longer term, out
of existing  financial  resources and from  dispositions  received from its Fund
investments.  In addition,  the Company has a EUR285  million loan facility that
could be drawn on to meet commitments as they fall due.

General

     Please refer to "Item 5. Operating and Financial  Review and Prospects" for
general  information  about  the  Company's  liquidity  and  capital  resources,
including  details  of  calls  paid  to  and  dispositions  received  from  Fund
investments.

         Recent Developments.

     Danaher  Corporation  has signed a definitive  agreement to purchase  Leica
Microsystems  in a deal that valued the company at US$550  million.  SVG Capital
expects to receive proceeds broadly in-line with the December 2004 valuation for
the  company of  GBP11.1  million.  The  acquisition  is  subject to  regulatory
approval and customary closing  conditions and is expected to close in the third
quarter of 2005.

                                     54

     On June 17,  2005,  the Company  announced  that it had been  advised  that
Inmarsat  has  listed on the LSE.  Shares  have been  placed at 245p per  share,
capitalizing  the company at GBP1.1  billion.  Funds advised by Permira have not
sold  any  of  their  shareholding  in the  company  at the  flotation  and  own
approximately  16% of Inmarsat's  shares.  Funds advised by Permira have entered
into an  over-allotment  arrangement  which  may  result  in the  disposal  of a
percentage of their holding at the IPO offer price. Following the flotation, SVG
Capital's  holding in Inmarsat  (after the  application  of a 25%  discount)  is
valued at  GBP24.2  million  (including  the  redemption  of GBP6.4  million  of
shareholder loans),  representing an uplift of GBP14.1 million (9.6p per share -
fully diluted) to the December 2004 valuation of GBP10.1 million.  Funds advised
by Permira  are  subject to a  six-month  lock-up  period in  relation  to their
holding in Inmarsat.

     On April 27,  2005,  the  Company  announced  that it had been  advised  by
Permira and SV  Investment  Partners  that Avnet Inc (NYSE:  AVT)  ("Avnet") and
Memec Group Holdings Limited  ("Memec") have reached a definitive  agreement for
Avnet to acquire Memec in a stock and cash  transaction  valued at approximately
$676 million,  including the assumption of approximately $194 million of Memec's
net debt. Under the terms of the agreement, Memec investors will receive a total
of approximately 24 million shares of Avnet common stock plus  approximately $64
million of cash.  The  transaction is expected to generate  annual  synergies of
approximately $130 million from cost savings (including $10 million from reduced
interest  expense)  and is  expected  to be  immediately  accretive  to earnings
(excluding  integration  charges).  The  closing  of the  transaction,  which is
subject to customary regulatory approvals,  is anticipated in July 2005. Closing
of the acquisition is subject to anti-trust clearances. Funds advised by Permira
and SV  Investment  Partners  will be subject to a six month  lock-up  period in
relation to their holding in Avnet, Inc. Following this acquisition, SVG Capital
expects to receive up to GBP4.7  million in cash  proceeds,  with its  remaining
holding in Avnet (prior to the  application  of any discount)  valued at GBP36.2
million  (based on a closing price of Avnet shares on April 26, 2005 of $17.21).
At  December  31,  2004,  SVG  Capital's  holding in Memec was valued at GBP29.7
million.

     On April 28, 2005,  the Company  received  GBP36  million on the issue of 6
million Ordinary Shares to PCL. See "Item 10. Additional  Information - Material
Contracts" for further information on this transaction.

     In March 2005,  the Company  transferred  interests in some of its Funds to
SVG Diamond  Holdings  Limited,  a fund in which the Company  holds a 36% equity
interest and SVG Advisers Limited is the Investment Adviser. In particular,  the
Company made full or partial  transfers of the following funds:  Permira UK III;
Schroder Canadian Buy-Out Fund II; Schroder Ventures International Life Sciences
Fund;  Schroder  Ventures  International  Life Sciences Fund II; and Schroder US
Fund.  These funds were all  transferred  at fair value,  for total  proceeds of
GBP25 million.

     Premiere successfully listed on the Frankfurt Stock Exchange in March 2005,
further details of which are set out on page 31.

     Following  a  recapitalization  of  Hogg  Robinson,  the  Company  received
approximately GBP20.2 million in February 2005.

                                       55

     Cognis  completed a  recapitalization  in January 2005,  further details of
which are set out on page 32.

     New Look,  one of the UK's  leading  fashion  retailers  aimed at the young
(15-44) female market,  completed two recapitalizations  returning approximately
100% of cost. SVG Capital expects to receive  approximately GBP21.0 million from
these recapitalizations.

Commitments and Contingencies


         Fund Commitments

     The Company's  total  uncalled  commitments  decreased  from  approximately
GBP594.4 million as of December 31, 2003 to approximately GBP464.5 million as of
December 31, 2004.  Further  details of the Company's  uncalled  commitments  at
December  31, 2004 are included in Note 17 in "Item 17.  Financial  Statements."
During the year ended December 31, 2004, the Company made an initial  commitment
of EUR50 million to SVG Diamond Holdings Limited and increased its commitment to
The Japan Fund IV by YEN6,966  billion to YEN10,713.6  billion.  During the year
ended December 31, 2003, the Company made  commitments to two new private equity
funds. The Company made a commitment of EUR508 million to Permira Europe III and
YEN3,747.6  billion  to The Japan  Fund IV. In  addition,  the  Company  made an
overall  commitment  of  EUR104.8  million to P123,  of which 60% was  initially
called and satisfied by a transfer of certain  interests in Permira Europe I and
II, respectively, less a cash rebate. Furthermore, the Company made a commitment
of GBP7.4 million  to the Strategic  Recovery Fund, a limited  partnership,  and
GBP7.5  million to the SVG Focus  Fund,  a  Dublin-listed  OEIC.  During the six
months ended  December 31, 2002,  the Company made no commitments to new private
equity funds.

         Convertible Bonds Outstanding

     On May 21,  2003,  July 16 and 18,  2003 and  August 7, 2003,  the  Company
issued,  through a private placement,  GBP40 million, GBP3 million, GBP3 million
and GBP3 million,  respectively,  of convertible  bonds with an annual coupon of
4.5%,  due in 2013.  The Bonds 2013 are  convertible  into  fully paid  Ordinary
Shares at a conversion  price of 480p. The Company may redeem some or all of the
Bonds 2013 at their principal amount together with accrued interest if

    -     at any time on or after May 21,  2006,  the  average of the market
          price of the  Ordinary  Shares over a 20  consecutive  day trading
          period is equal to or greater than 130% of the conversion price, or

   -      at any time, 85% or more of the principal amount of the Bonds 2013
          has been converted, redeemed or purchased and cancelled.

     Following the Company's delivery of a notice that it intends to redeem some
or all of the  Bonds  2013,  any  holder of the  Bonds  2013  may,  prior to the
redemption,  elect in writing to the  Company to convert any Bonds 2013 that are
subject to the redemption notice.

     GBP40  million in principal  amount of the Bonds 2013 were  admitted to the
Official  List and to trading on the LSE's market for listed  securities  on May
21, 2003 and the  remaining  GBP9 million in principal  amount of the Bonds 2013
were admitted to the Official List and to trading on the LSE's market for listed
securities on August 18, 2003.

         Share Repurchases

     At the Annual  General  Meeting of the Company held on April 25, 2005,  the
Company  was   authorized   to  purchase  up  to  18,367,224   Ordinary   Shares
(representing  14.99% of the Ordinary Shares in issue as of March 24, 2005). The
minimum  purchase price  authorized to be paid per Ordinary Share is GBP1.00 and
the maximum price is an amount equal to 105% of the average of the middle market
quotations  for an  Ordinary  Share  taken from the  Official  List for the five
business days immediately  preceding the purchase.  The Company has not yet used
the  authority  granted at the 2005 Annual  General  Meeting,  to  purchase  any
Ordinary Shares.

                                  56

Potential Sources of Capital

         Subscription Agreement

     On March 21, 2005 the Company  entered into an agreement  with PCL pursuant
to which the Company issued 6 million New Shares to PCL at a subscription  price
of 600 pence per New Share.

     The  total  subscription  price  paid  by  PCL  to the  Company  under  the
Subscription Agreement was GBP36.0 million. This amount was paid upon completion
of the allotment of the New Shares to PCL.

     PCL has  agreed to a lock-up  in  respect  of the New Shares for the period
from completion of the Subscription Agreement until termination of the Operating
Agreement  (or, if earlier,  if the Permira  partner  appointed  to the Board is
removed  and,  save in certain  circumstances,  SVG  Capital  does not appoint a
Permira  partner  nominated  by PHL to the Board in his place within a specified
period). Accordingly,  subject to certain limited exceptions, PHL has agreed not
to dispose of any of its interest in the New Shares during this period.

         Borrowing Limitations and Policy

     The Company's Articles of Association limit the Company's ability to borrow
to an amount equal to the  Company's  "adjusted  capital and  reserves" (as such
term is defined in the  Company's  Articles  of  Association)  unless  otherwise
authorized  by an  ordinary  resolution  of  the  shareholders.  See  "Item  10.
Additional  Information  - Memorandum  and Articles of  Association  - Borrowing
Powers" for a summary of the relevant  provisions of the  Company's  Articles of
Association. It is intended that total borrowings less cash and cash equivalents
(excluding  the Bonds and their  proceeds)  will not exceed 40% of the Company's
consolidated net assets.

         Facility Agreement

     On September 24, 2004, the Company,  Barings (Guernsey) Limited (as trustee
of the Platinum Trust), The Governor and Company of The Bank of Scotland and The
Royal  Bank of  Scotland  plc  entered  into the  Facility  Agreement  to permit
borrowings  of  up to  EUR285  million  (approximately  GBP201.8  million  as of
December 31, 2004). The Facility  Agreement is available for a five-year period.
The Company is obligated to pay, on a quarterly basis, an annual  commitment fee
on any undrawn and uncancelled  amount outstanding from time to time between the
date  of the  Facility  Agreement  and  the  termination  date  of the  Facility
Agreement.  The Company expensed a non-utilization  fee of approximately  GBP1.4
million for the fiscal year ended December 31, 2004.

                                      57

     The Facility Agreement is a multi-currency  revolving loan facility with an
available  aggregate  principal  amount of up to EUR285  million.  The  Facility
Agreement is on normal commercial terms (including representations, undertakings
and events of default) and loans under the Facility  Agreement  bear interest at
the rate of LIBOR or, in relation to any loan in euro,  EURIBOR,  plus mandatory
costs,  if any, a margin of 1.50%  annually  (or 2.50%  annually if there is any
default in relation  to the payment of any sums due under the Finance  Documents
(as defined in the  Facility  Agreement)  has occurred or is  continuing)  and a
utilization  fee that  ranges  between  0.125% - 0.50%  depending  on the amount
outstanding.  The Facility Agreement may be used to meet future Calls in respect
of the Company's existing holdings in immature Funds, to make new investments or
for general corporate purposes.

     The  terms of the  Facility  Agreement  include a  guarantee  given by each
borrower  of the other  borrower's  obligations.  The  Facility  Agreement  also
requires the Company to maintain  certain  ratios of borrowings  to assets.  The
Company and Barings  (Guernsey)  Limited (as trustee of the Platinum Trust) also
each  entered  into a  debenture  dated  March  16,  2001 in  relation  to their
respective  obligations under the Facility  Agreement in favor of The Royal Bank
of Scotland plc as security trustee.

     As of December 31, 2004,  EUR50.3  million was utilized  under the Facility
Agreement.  See "Item 10. - Other  Information  - Material  Contracts"  for more
details about the Facility Agreement.

Issues of New Shares

     At the April 25, 2005 Annual General Meeting,  the Directors,  on behalf of
the Company,  were  authorized to issue relevant  securities and to issue equity
securities  as if the  pre-emption  provisions in Section 89(1) of the Companies
Act did not apply. The following authorities were approved at the April 25, 2005
Annual General Meeting:

1.       To issue relevant  securities up to an aggregate  nominal amount of
         (a) GBP1,225,298  (equivalent to 1% of the Company's  issued ordinary
         share capital as of March 24, 2005) in  connection  with the Company's
         Executive  Share Option Plan 2001;  and (b) GBP40,843,284 (equivalent
         to one-third of the Company's issued ordinary share capital as of
         March 24, 2005), and

2.       To issue equity  securities as if the  preemption  provisions in
         section 89(1) of the Companies Act did not apply (a) up to an
         aggregate nominal amount of GBP1, 225,298  (equivalent to 1% of the
         Company's issued ordinary share capital as of March 24, 2005) in
         connection  with the  Company's  Executive  Share  Option Plan 2001;
         (b) pursuant  to rights  issues and other preemptive  issues;  and
         (c) up to an aggregate nominal amount of GBP12,252,985  (equivalent
         to 10% of the Company's issued ordinary share capital as of March 24,
         2005).

     Refer also to the "Issue of New Shares"  section in "Item 5.  Operating and
Financial  Review  and  Prospects"  and  the  description  of  the  Subscription
Agreement in "Item 10.  Additional  Information - Material  Contracts"  for more
information about the recent share issue.

Dividend Policy

     In  order  to  comply  with  the  current  conditions  for  approval  as an
investment  trust for U.K.  tax  purposes,  the  Company  is  prohibited  by its
Articles of Association  from  distributing  as dividends any capital  surpluses
arising from the sale or other disposition of its investments.  Accordingly, any
dividends  paid by the Company  will be funded out of its revenue  account.  The
Directors expect the Company to make sufficient  dividend payments to ensure the
Company is able to meet the current  conditions  for  approval as an  investment
trust for U.K.  tax  purposes.  The  Company's  investment  objective  is one of
capital  growth,  and the  Directors  expect  that any  returns  for  holders of
Ordinary  Shares will derive  primarily  from the  capital  appreciation  of the
Ordinary Shares rather than from the dividend income of the Ordinary Shares. The
Directors  have not  recommended  the payment of a final  dividend  for the year
ended  December  31, 2004  because  the  Company has  reported a deficit for the
financial year on its revenue account.

                                     58

     The Company  has been in  compliance  with its  dividend  policy  since its
inception. See "Item 3. Key Information - Selected Financial Data - Dividend per
Ordinary  Share  Information"  for  additional  information  about the Company's
dividend payments.

Liquidity Requirements

     The Directors  believe that capital  resources and revenues of the Company,
together  with any new  issuances  of  Ordinary  Shares or  borrowings  that the
Directors deem necessary under the Facility Agreement or other issues of capital
or debt  instruments,  will be sufficient to fund the Company's  short-term  and
long-term  obligations  relating  to  commitments,  contingencies,  investments,
proposed  operations  and  required  cash  distributions  to the  holders of the
Ordinary  Shares.  See "Item 10.  Additional  Information  - Taxation - Dividend
Policy" for additional information about the Company's dividend payments.

Critical Accounting Policies

     The Directors  consider that the Company's only critical  accounting policy
relates to the valuation of investments as the Company's investment portfolio is
the most significant asset in its balance sheet and therefore  judgmental errors
in  applying   this  policy  could  have  a  material   impact  on  returns  and
shareholders'  funds. See Note 1 in "Item 17. Financial  Statements" for further
details on the Company's  accounting  policies.  The  valuation  policies of the
Company are consistent with the guidelines issued by the BVCA on August 1, 2003.
The guidelines are intended to provide a framework for BVCA members carrying out
such  valuations  for their  investors.  The  objective of the  guidelines is to
promote best practice and to improve  consistency and  comparability  across the
industry,  thereby enabling better economic  decisions by investors.  Two of the
key  criteria  used in  developing  the  guidelines  were that they  should have
conceptual  integrity  from  a  valuation  perspective  and be  consistent  with
generally accepted accounting principles.

     It is  important  to  recognize  the  subjective  nature of private  equity
investment  valuation.  It is inherently based on forward-looking  estimates and
judgments about the underlying  business itself,  its market and the environment
in which it operates,  the state of the mergers and acquisitions  market,  stock
market conditions and other factors. As such, while valuations do provide useful
interim  indications of the progress of a particular  investment or portfolio of
investments,  ultimately it is not until  realization  that true  performance is
firmly apparent.

     In  estimating  fair value for an  investment,  the valuer  should  apply a
methodology that is appropriate in light of the nature,  facts and circumstances
of the  investment and its  materiality  in the context of the total  investment
portfolio and should use reasonable assumptions and estimates.

     Where the reporting  currency of the Fund is different from the currency in
which the investment is denominated, translation is done using the exchange rate
prevailing at the reporting date.

                                      59

     In valuing its private equity portfolio, the Company takes into account the
time,  uncertainty and risk involved in crystallizing  the investment value, and
particularly the risk that value may be eroded before a sale can be achieved.

         There are no material differences between the valuation policies
adopted by the Company and those applicable under US GAAP.

C.       Research and Development, Patents and Licenses, etc.

         None.

D.       Trend Information

     For additional  information about the performance of the Company, see "Item
5. Operating and Financial Review and Prospects."

     There is a large degree of  uncertainty  and risk  involved in investing in
private  equity,  as described more fully in "Item 3. Key  Information - D. Risk
Factors" and Note 29 in "Item 17. Financial  Information."  The table below sets
out the Company's  historic  performance from inception to December 31, 2004. As
detailed in "Item 10. Additional  Information - Material Contracts," the Company
has agreed that it should focus its future  investments mainly on Permira Funds.
As such, and given that our largest exposures currently are to Permira Funds, we
expect that the future  performance of the Company will be largely  dependent on
the future performance of the Permira Funds in which we invest.

     A summary of events since December 31, 2004 is included in section B above.
The Company's share price at June 30, 2005 is 662.0p.

<TABLE>
<CAPTION>

HISTORICAL RECORD TO 31 DECEMBER/30 JUNE*
                                                                            Diluted      Price of     Share price
                                                           Shareholders'        NAV      ordinary        premium/
                                               Total assets      funds    per share        shares      (discount)
                                                    GBP'000    GBP'000        pence         pence               %
<S>                                                     <C>        <C>          <C>           <C>             <C>

2004 (December)                                     726,386    676,403        539.7         579.0             7.3
2003 (December)                                     615,145    526,618        458.7         484.0             5.5
2002 (December)                                    502,746     463,192        445.8         379.0          (15.0)
2002 (June)                                         462,613    423,087        412.3         354.5          (14.0)
2001 (June)                                         417,260    416,872        407.6         393.0           (3.6)
2000 (June)                                         461,615    461,125        450.9         461.5             2.4
1999 (June)                                         333,630    322,485        325.9         262.5          (19.5)
1998 (June)                                         230,822    219,730        215.1         182.0          (15.4)
1997 (June)                                         207,655    182,548        189.2         174.5           (7.8)
1996 (launched 23 May 1996)                         240,733    186,493        193.3         200.0             3.5
</TABLE>


*The Company changed its financial year-end from June 30 to December 31,
effective from December 31, 2002.

E.       Off-Balance Sheet Arrangements

         None

F.       Tabular Disclosure of Contractual Arrangements

     The Company has contractual  obligations that require it to provide further
capital to certain Funds in which it has  invested.  An analysis of the uncalled
commitments  to these Funds at December  31, 2004 is shown  below.  The uncalled
commitments may be called, or not called, at any time until the termination date
of the Fund in accordance  with the Limited  Partnership  Agreement of such Fund
or, in the case of a company, its Articles of Association.

                                     60

<TABLE>
<CAPTION>

                                                                            Fund         Amount             Uncalled
                                                                     Termination       uncalled         Commitment**
                                                                           Date*         (local        (GBP million)
                                                                                      currency)
<S>                                                                          <C>            <C>                  <C>

Fund Commitments:

   International Life Sciences Fund III                                     2013         $48.0m                 25.0

   Permira Europe II                                                        2010       EUR85.2m                 60.3

   Permira Europe III                                                       2013      EUR379.5m                268.7

   P123****                                                              2005***       EUR21.0m                 14.8

   SV Life Sciences Fund II                                                 2009         $14.0m                  7.3

   SV Investments Fund                                                      2009         $13.2m                  6.9

   SVG Diamond Holdings Limited****                                         2026        EUR50.3                 35.6

   The Japan Venture Fund III                                               2007      YEN142.4m                  0.7

   The Japan Venture Fund IV                                                2014    YEN8,363.0m                 42.5

   The Strategic Recovery Fund                                              2010        GBP2.7m                  2.7
--------------------------------------------------------------------------------------------------------------------
   Total*****                                                                                                  464.5
--------------------------------------------------------------------------------------------------------------------
</TABLE>

*      Uncalled commitments can be called at any time over the investment
       period of the Funds and, thereafter, over the life of the
       Funds for specified limited purposes.  The life of the Funds may be
       extended with investor consent.
**     Based on exchange rates at December 31, 2004.
***    Date of final call.
****   P123 and SVG Diamond commitments represent uncalled amounts due on
       ordinary shares.
*****  The total commitments shown above include GBP12.3m in relation to Funds
       held by Platinum Trust.

<TABLE>
<CAPTION>

                                                      Total    Less than     1-3 years      3-5 years   More than 5
                                                                  1 year                                     years*

                                                                          (GBP millions)
<S>                                                     <C>          <C>           <C>            <C>           <C>

Operating Lease Obligation:                             1.4          0.1           0.8            0.5            --


Bond Repayments:

   Subordinated Convertible         Bonds              49.0           --            --             --          49.0
2013

Total                                                  50.4          0.1           0.8            0.5          49.0
</TABLE>


* Time periods calculated from the fiscal year ended December 31, 2004.

Item 6.           DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.       Directors and Senior Management

     The  descriptions  of the  Directors  as at June 30, 2005 are shown  below.
There are no family relationships between a Director and any other Director.

                                      61

1 Nicholas Ferguson
Chairman (aged 56)
Nicholas  Ferguson  was  appointed  as a Director of the Company on February 12,
1996 and became the  non-executive  Chairman of the Company at the conclusion of
the Annual General  Meeting held on April 25, 2005,  following the retirement of
John McLachlan. He is Chairman of SVG Advisers Limited and was formerly Chairman
of Schroder  Ventures and  instrumental  in its  development  since 1984.  He is
non-executive  Director of BskyB plc. He retired as a non-executive  Director of
Schroders plc in April 2004.

2 Damon Buffini
Non-Executive Director (aged 43)
Damon  Buffini was  appointed as a Director of the Company on April 25, 2005. He
joined Permira in 1988. He became a partner of Permira in 1992, Managing Partner
of the UK in 1999 and  Managing  Partner of Europe in 2000.  He is  Chairman  of
Permira's operating  committee and has worked on numerous buy-outs,  buy-ins and
growth capital transactions.

3 Francis Finlay
Non-Executive Director (aged 62)
Francis Finlay was appointed as a Director of the Company on October 1, 2004. He
is Chairman  and Chief  Executive  Officer of Clay Finlay Inc., a New York based
investment  management  firm with offices in London and Tokyo.  Other  corporate
directorships  include:  Scottish  Investment Trust plc, East Europe Development
Fund, Blakeney Investors, Lebanon Holdings, Bayer Allan Funds and the Australian
Development Fund.

4 Anthony Habgood
Non-Executive Director (aged 58)
Anthony  Habgood was appointed as a Director of the Company on February 12, 1996
and is  Chairman  of Bunzl plc and a  non-executive  Director of Marks & Spencer
Group plc.

5 Edgar Koning
Non-Executive Director (aged 52)
Edgar Koning was appointed as a Director of the Company February 12, 1996 and is
Executive Vice  President  with AEGON  Nederland NV. He joined AEGON in 1981 and
has held various senior management positions in the Group.

6 Denis Raeburn
Non-Executive Director (aged 61)
DenisRaeburn was appointed as a Director of the Company on June 25, 2001 and was
Managing Director of the asset management  company Global Asset Management (GAM)
between 1986 and 1999.

7 Charles Sinclair
Non-Executive Director (aged 57)
Charles  Sinclair was appointed as a Director of the Company on January 1, 2005.
He is Chief Executive of Daily Mail and General Trust plc. He is a non-executive
Director of  Euromoney  Institutional  Investor  PLC and  Reuters  Group PLC. He
retired as a non-executive Director of Schroders plc in April 2004.

                                   62

8 Andrew Williams
Executive Director (aged 53)
     Andrew  Williams was appointed as a Director of the Company on May 3, 2002.
He is Chief  Executive  of SVG Advisers  Limited and  Managing  Principal of SVG
North America Inc and a non-executive Director of CDC Group plc.

Andrew Williams is the only executive Director of the Company.

     Damon Buffini will not participate in any decisions relating to commitments
that have been or may be made by the SVG Capital  Group to any Permira  Funds or
Permira  Products.  See "Item 10 - Material  Contracts" for further  information
relating to the Company's relationship with Permira.

     In accordance with the Company's Articles of Association,  the elections of
Francis  Finlay and Charles  Sinclair  were  proposed and approved at the Annual
General Meeting held on April 25, 2005. Anthony Habgood and Edgar Koning retired
at the Annual General Meeting in accordance with the Articles of Association and
in  accordance  with the  Company's  policy on tenure that any  Director who has
served  on the  Board  for more  than  nine  years  will be  subject  to  annual
re-election  and, being  eligible,  offered  themselves for re-election and were
appointed.  Nicholas  Ferguson  also retired in  accordance  with the  Company's
policy on tenure and, being  eligible,  offered  himself for re-election and was
appointed.  John McLachlan,  former Chairman, also retired at the Annual General
Meeting and did not seek re-election.

     Nicholas  Ferguson,  Anthony  Habgood  and  Edgar  Koning  have  served  as
Directors  of the Company for more than nine  years.  Anthony  Habgood and Edgar
Koning are considered to be independent in both character and judgement. Francis
Finlay and Charles Sinclair are also independent non-executive Directors.

         Directors Interests

         The Directors of the Company and their  beneficial  and family
interests in the Company's  share capital at June 30, 2005 are given below:


<TABLE>
<CAPTION>

                                                                           Ordinary Shares
                                                                           of GBP1.00 each

                                                                               At June 30,
                                                                                      2005
<S>                                                                                    <C>

Beneficial

D Buffini                                                                              Nil

N E H Ferguson*                                                                    447,341

D F K Finlay                                                                           Nil

A J Habgood                                                                         25,000

E W Koning                                                                             Nil

D Raeburn                                                                           60,000

C Sinclair                                                                          67,062

A C Williams*                                                                       13,091

Non-Beneficial

N E H Ferguson                                                                      42,900

A J Habgood                                                                         12,500

C Sinclair                                                                           6,250
</TABLE>


*     Nicholas Ferguson and Andrew Williams have options over ordinary shares,
      details of which are given on page 67.

                                        63


     Nicholas  Ferguson  also holds  GBP500,000  of SVG  Capital's  4.5 per cent
subordinated convertible bonds 2013.

     Denis  Raeburn  also  holds  GBP500,000  of  SVG  Capital's  4.5  per  cent
subordinated convertible bonds 2013.

     Anthony  Habgood  also  holds  GBP200,000  of SVG  Capital's  4.5 per  cent
subordinated convertible bonds 2013.

     The  Directors do not have  service  contracts  with the Company.  However,
Andrew  Williams  is  employed by  Schroder  Investment  Management  Limited and
seconded to the Company. As part of the secondment arrangements,  SVGA reimburse
Schroder Investment  Management Limited for the salary, bonus and other benefits
paid by Schroder  Investment  Management  Limited to Andrew Williams.  Until his
retirement as an executive  Director of the Company on April 25, 2005,  Nicholas
Ferguson  was also  employed  by  Schroder  Investment  Management  Limited  and
seconded to the Company.

     Nicholas  Ferguson  and members of his family,  Andrew  Williams  and Damon
Buffini  have an interest in the Carried  Interest in respect of certain  Funds.
Nicholas  Ferguson  and  Andrew  Williams  have  foregone  a  portion  of  their
entitlement to Carried  Interest on existing Funds and any entitlement  they may
have to Carried  Interest on Permira or Schroder  Ventures' funds launched after
2001 in return for share  options  granted by the  Company  under the  Executive
Share Option  Plan.  Damon  Buffini  participates  in the Permira  Co-Investment
Scheme and Permira  Investments  Limited.  Nicholas Ferguson and Andrew Williams
also  participate  in the Schroder  Ventures  Co-Investment  Scheme and Schroder
Ventures  Investments  Limited.  Nicholas  Ferguson  was,  until April  2004,  a
non-executive  Director of Schroders plc, whose  subsidiaries  include  Schroder
Investment  Management  Limited,   which  receives  fees  from  the  Company  in
accordance  with  the  terms  of a  company  secretarial  agreement  and for the
provision  of cash  management  services.  Full details of fees paid to Schroder
Investment  Management  Limited  can be  found  in Note  29 of the  accompanying
financial  statements.  No other Director has any material interest in any other
contract that is significant to the Company's business.

B.       Compensation

Compensation of Directors

     Each  non-executive  Director is paid a fee at the rate  determined  by the
Directors,  subject to a cap on the total fees paid to  non-executive  Directors
(excluding amounts payable under other provisions of the Articles of Association
of the Company).  For the year ended  December 31,  2004, the cap was GBP200,000
per annum. The cap may be increased from time to time as approved by an ordinary
resolution  of  a  majority  of  the  holders  of  the  issued  Ordinary  Shares
represented at a  shareholders'  meeting.  At the Annual General Meeting held on
April 25, 2005 the  shareholders  passed an ordinary  resolution to increase the
aggregate cap on fees paid to Directors to GBP600,000.

Current Remuneration

     The  emoluments of the Directors in respect of the year ended  December 31,
2004 were as specified below:

<TABLE>
<CAPTION>
                                                                                            Total
                                                                                       Emoluments
                                                                                          year to
                                                    Salary    Benefits      Annual   December 31,
                                                    & fees     in kind     bonus(S)          2004
                                                   GBP'000     GBP'000     GBP'000        GBP'000
<S>                                                    <C>         <C>         <C>            <C>

Executive
N E H Ferguson                                         313           1         500            814
A C Williams                                           288           1         500            789
Non-Executive
J J McLachlan                                           75           -           -             75
F Finlay                                                 9           -           -              9
C J Govett                                              21           -           -             21
A J Habgood                                             30           -           -             30
E W Koning                                              26           -           -             26
D Raeburn                                               30           -           -             30
A F Sykes                                                6           -           -              6
-------------------------------------------------------------------------------------------------
Aggregate emoluments                                   798          2        1,000          1,800
-------------------------------------------------------------------------------------------------
</TABLE>

(S) Bonuses include provision for amounts accrued but not paid in each year.
Annual bonuses are awarded in respect of calendar years.

                                      64

     Each Director may also be reimbursed  for  reasonable  travel,  hotel,  and
incidental expenses of attending meetings of the Directors,  as well as meetings
of committees of the Directors,  general  meetings of the Company,  or any other
meetings which, as a Director,  a particular member is entitled to attend.  Each
Director is paid all  expenses  incurred by him in the conduct of the  Company's
business or in the  discharge  of his duties as a  Director.  Any  Director  who
travels or resides abroad for any Company  purpose or performs  services  beyond
the  ordinary  duties of a Director may be paid such extra  remuneration  as the
Directors may determine in addition to any other remuneration from the Company.

     The following  information  deals with the additional  remuneration paid to
the Directors including the Company's current and former executive Directors for
the year  ended  December  31,  2004.  It also  addresses  the policy for future
remuneration of the
Directors.

Pension arrangements

     The following  figures,  prepared in accordance with UK legislation and the
Listing Rules of the Financial  Services  Authority,  apply to Nicholas Ferguson
and Andrew Williams (who are members of Schroder's  Retirement  Benefits Scheme)
in respect of the year ended  December 31, 2004,  for which they were  executive
Directors  of the  Company.  No  pension  contributions  are  payable  by either
executive Director.  Mr Ferguson retired as an executive Director of the Company
on  April  25,  2005  and  was  appointed  non-executive  Chairman.  No  further
contributions  will be made  to the  Schroder's  Retirement  Benefit  Scheme  in
respect of Mr Ferguson and, as a non-executive Director, he will not qualify for
future  allocations  under  the  Company's  Executive  Share  Option  Plan.  His
compensation for 2005 will reflect his reduced role and responsibilities.

<TABLE>
<CAPTION>

Executive Directors' Pensions
                                                                                                                   Transfer
                                                                                                                   value at
                                                                                                               December 31,
                                                                                                            2004 in respect
                                        Increase in                                  Increase                   of increase
               Accrued    Increase in       accrued     Accrued       Transfer    in transfer      Transfer      in accrued
             benefit at      accrued    benefit due   benefit at     value at       value net      value at         benefit
           December 31,   benefit due      to other December 31, December 31,   of director's   December 31,     (excluding
                   2003  to inflation       factors         2004         2003   contributions          2004      inflation)
                GBP'000       GBP'000       GBP'000      GBP'000      GBP'000         GBP'000       GBP'000         GBP'000
<S>                 <C>           <C>           <C>          <C>           <C>            <C>           <C>

N E H Ferguson      110             4             1          115        1,473           264         1,737            20
A C Williams         89             3             1           93          999           198         1,197            22
</TABLE>

     Transfer  values are  liabilities of the relevant  pension fund rather than
amounts due to be paid to the executive Directors or liabilities of the Company.

                                  65

Executive Share Option Plan

     In May 2001, the  shareholders  approved the adoption of an Executive Share
Option Plan (the "Plan"). The Plan is administered by the Remuneration Committee
of the Directors and is eligible to the following persons:

1)       Employees of the Company and its subsidiaries (which, for purposes
         of Part D of the Plan, includes joint ventures);

2)       Directors  of the  Company  and its  subsidiaries  who  work at
         least  25  hours  per  week  for  any of the  Company  or its
         subsidiaries; and

3)       Individuals seconded to the Company or its subsidiaries,

who are not within two years of their contractual retirement age and who are
not otherwise excluded by applicable law.

     The Plan has a 10-year  term and the number of shares  issued and  issuable
under the Plan may not  exceed  10% of the  Company's  issued  Ordinary  Shares.
Exercise of the options  typically  will be subject to vesting  over a period of
years and to satisfaction of performance targets established by the Remuneration
Committee.  As of December 31, 2004, the total number of Ordinary  Shares issued
and issuable  (assuming  the exercise of all options and the  conversion  of all
convertible bonds) totaled 138,186,790 Ordinary Shares.

     So as to link a significant  proportion of their  remuneration  to the long
term  stock  market  performance  of  the  Company  and to  the  achievement  of
predetermined  financial  targets,  the  interests  of the  Company's  executive
Directors  and other  executives  of the Group are  aligned  with  shareholders'
through the operation of the Company's  Executive  Share Option Plan,  which was
introduced at the Extraordinary General Meeting held on May 3, 2001.

     Options will be granted regularly to qualifying  employees and secondees of
the Group and the Committee will determine grant levels, taking into account the
development of the business and individual performance.

         All options are granted at the prevailing market price around the time
of grant.

     It is  intended  that  options  will be  granted  regularly  to  qualifying
employees and secondees and this policy has been followed as of the date of this
annual report.  However,  the levels of such grants will be at the discretion of
the  Directors,  taking  into  account  the  development  of  the  business  and
individual performance.  All options are granted at approximately the prevailing
market  price at the time of grant and the  ability to  exercise  the options is
subject to the satisfaction of certain performance targets.

                                    66

     The effective  annual cost to the Company of the Plan will depend primarily
on the growth of the net asset value per Ordinary  Share,  the number of options
granted and the dates of exercise of such options.

Options held by Directors over ordinary shares of the Company

<TABLE>
<CAPTION>

     The following  Directors  have been granted  options over  Ordinary  Shares
under the Executive Share Option Plan:

                  Shares                                         Shares
              underlying                                     underlying
              options at                                     options at
             December 31,     Options   Options    Options December 31,    Exercise              Exercise dates+
                     2003     granted exercised     lapsed         2004       price          Earliest             Latest
<S>                   <C>         <C>       <C>        <C>          <C>         <C>               <C>                <C>

N E H Ferguson    715,446           -         -          -      715,446    410.00p       June 21,2004(S)   June 20, 2011
                  357,724           -         -          -      357,724     410.00p     June 21, 2005(S)   June 20, 2011
                  404,484           -         -          -      404,484     334.50p     April 5, 2005(S)   April 4, 2012
                  349,840           -         -          -      349,840     392.75p    March 13, 2006     March 12, 2013
                        -     363,256         -          -      363,256     479.00p    March 12, 2007     March 11, 2014

A C Williams      373,983           -         -          -      373,983     410.00p     June 21, 2004(S)   June 20, 2011
                  186,992           -         -          -      186,992     410.00p     June 21, 2005(S)   June 20, 2011
                  272,645           -         -          -      272,645     334.50p     April 5, 2005(S)   April 4, 2012
                  239,847           -         -          -      239,847     392.75p    March 13, 2006     March 12, 2013
                        -     248,851         -          -      248,851     479.00p    March 12, 2007     March 11, 2014
------------------------------------------------------------------------------------------------------------------------
Total           2,900,961     612,107         -          -    3,513,068
------------------------------------------------------------------------------------------------------------------------
</TABLE>


+ Options are exercisable subject to appropriate performance targets being met.
(S) Performance conditions have been met.

For the options  that were  granted in March 2003 and March 2004,  the target is
for growth in the  Company's  net asset value per  ordinary  share to exceed the
growth in the Retail  Prices  Index plus 4% per annum over the three  years from
the date of  grant.  If the  performance  target is not  satisfied  on the third
anniversary of the date of grant,  they may be re-tested  every six months up to
six years from grant.

The  mid-market  price of shares at  December  31, 2004 was 579.0p and the range
during the year was 445.0p to 579.0p.

     The following table presents  information  with respect to option grants to
Directors of the Company under the Plan subsequent to December 31, 2004:

<TABLE>
<CAPTION>



     Director                       Shares           Grant Date      Exercise         Earliest           Latest
                                  Underlying                           Price       Exercise Date      Exercise Date
                                   Options
<S>                                    <C>                    <C>         <C>                 <C>               <C>

N.E.H. Ferguson                    250,704         March 23, 2005     564.00p      March 23, 2008    March 22, 2015

A.C. Williams                      242,957         March 23, 2005     564.00p      March 23, 2008    March 22, 2015
</TABLE>



     The Remuneration  Committee intends to continue to set performance  targets
on the  exercise of  options.  For  options  granted in 2005,  the target is for
growth in the Company's net asset value per ordinary  share to exceed the growth
in the Retail  Prices Index plus 4% per annum over the three years from the date
of grant. If the performance target is not satisfied on the third anniversary of
the  date of  grant it will  lapse  (i.e.  there  will be no  retesting  of this
performance  condition).  This change has been  introduced  from 2005 to reflect
best  practice.  It is not  anticipated  that the value of shares under  options
granted in any financial  year will,  other than in  exceptional  circumstances,
exceed two times an individual's remuneration.

     The  performance  of the net asset  value of the Company has been chosen as
the target in order to align the  interests  of  executive  Directors  and other
executives of the Group with shareholders' interests.

                                   67

     External  advisers will confirm the performance  criteria  calculations for
the Committee, which will be measured on a consistent basis.

The Remuneration Committee (the "Committee")

     The Committee's  members during the year ended December 31, 2004, were John
McLachlan (Chairman),  Denis Raeburn,  Anthony Habgood and John Govett, until he
resigned, all considered by the Board to be independent non-executive Directors.
From the date of the Annual General Meeting in 2005, the Committee's members are
Francis Finlay  (Chairman),  Anthony Habgood and Denis Raeburn,  all of whom are
considered by the Board to be independent non-executive Directors.

     The Committee meets at least twice a year and invites  selected  executives
and advisers to attend as appropriate.

     The Committee is responsible for determining  the  remuneration  policy for
executives,  including executive  Directors,  of the SVG Group (the "Group") and
the  operation  of the  Company's  Executive  Share  Option  Plan.  Its terms of
reference  take into account the  provisions  of the Combined  Code on corporate
governance.  The Committee has appointed New Bridge Street  Consultants  LLP and
Towers Perrin,  independent remuneration  consultants,  to advise it. New Bridge
Street  Consultants  LLP also provides  advice on the operation of the Company's
share schemes.

     The  terms  of  reference  of the  Committee  are  set  out on  page 75 and
available on request from the Company Secretary.

Non-executive Directors

     All  Directors  are  appointed  for an initial  term of 3 years  subject to
election  at the first  Annual  General  Meeting  following  their  appointment.
Thereafter Directors retire by rotation at least every three years. The Chairman
meets with each Director before such Director is proposed for re-election,  and,
subject to the evaluation of performance carried out each year, the Board agrees
whether it is  appropriate  for such Director to seek an additional  term.  When
recommending  whether an individual Director should seek re-election,  the Board
will take into account the provisions of the Combined  Code,  including the need
to refresh the Board and its committees.

     Appointment  letters were issued to John  Govett,  Anthony  Habgood,  Edgar
Koning,  John  McLachlan  and Denis  Raeburn on February 26, 2004,  all of which
included notice periods of not less than three months.  The terms of appointment
for John Govett,  Anthony  Habgood,  Edgar Koning and John  McLachlan were for a
period  ending  February 11, 2005,  and Denis  Raeburn's  appointment  was for a
period  ending June 24, 2004.  Anthony  Habgood,  Edgar Koning and Denis Raeburn
have been invited and have agreed to serve for a further  period of three years.
A letter of appointment with the Company was issued to Francis Finlay on October
1, 2004,  for an initial  period of three years with a minimum  notice period of
three months in writing by either party.

     Remuneration paid to non-executive Directors is determined by the Board and
reviewed  each  year.  When  considering  remuneration  levels,  the Board  will
consider,  amongst other things,  industry  practice and contribution to various
committees and time spent on the business of the Company.

                                   68

Policy on the remuneration of the Directors

     The Committee's aim is to ensure that remuneration packages should attract,
retain and  motivate  senior  executives  but should  avoid  paying more than is
necessary  for  this  purpose.  Basic  salaries  are set on this  basis  and the
Committee  has due regard to  competitive  market data on similar  positions  in
other private equity organisations and financial  institutions (this is provided
by Towers Perrin).  The Committee is sensitive to wider issues including pay and
employment  conditions  in the Group  when  setting  pay  levels.  No  executive
Director of the Company is involved in deciding his own remuneration.

     Performance-related  elements of remuneration form a significant proportion
of the total remuneration package of the executive Directors.

     During  the  year  the  Committee   will  be  reviewing  the  structure  of
remuneration for the Company's  executives,  which may result in proposals being
presented to shareholders in General Meeting.

     The basic salaries of the executive Directors are reviewed annually, having
regard to individual performance and comparative market data. In addition,  they
are eligible for a non-pensionable  discretionary bonus, which is conditional on
Group performance and the achievement of predetermined personal objectives based
on the successful  implementation  of the business plan and strategies agreed by
the Board.  The normal maximum  annual bonus for an executive  Director has been
set at 300% of salary.

     Benefits in kind (which are not  pensionable)  relate to the  provision  of
health insurance and life assurance cover.

External appointments

     The Company  permits  executive  Directors of the Company to accept limited
non-executive directorships and other similar appointments,  it being recognised
that  such  appointments   increase  their  commercial  knowledge  and  business
experience  to the  general  benefit  of the  Company.  Fees  earned  from  such
directorships may be retained by the executive Directors.

     Nicholas Ferguson was appointed as a non-executive Director of BSkyB plc on
June 16, 2004,  following  consultation  with the former Chairman and the Board.
Directors' fees of GBP45,600 for this appointment are retained by Mr Ferguson.

     Andrew Williams was,  throughout the year, a non-executive  Director of CDC
Group plc.  Directors' fees of GBP21,333 for this appointment are retained by Mr
Williams.

Service contracts

     The sole  executive  Director  does not have a  service  contract  with the
Company. He is employed by Schroder  Investment  Management Limited (SIM) and is
seconded to the Group.  His contract with SIM provides for three months'  notice
and does not include  liquidated  damages  provisions.  Mr Williams' contract is
dated March 1, 2004. It is the Company's  policy to have regard to the duty of a
departing  executive Director to mitigate his loss when determining the level of
any termination payment.

                                   69

Compensation of the Company Secretary

     Schroder Investment  Management Limited, a subsidiary of Schroders plc, has
been  appointed  as  the  company   secretary  and  provides   secretarial   and
administrative  services to the Company.  The company secretary's duties include
monitoring  the ability of the Company to satisfy the conditions for approval as
an  investment  trust for U.K. tax  purposes.  In exchange  for these  services,
Schroder  Investment  Management Limited receives an annual fee from the Company
equal to the aggregate of:

  -   0.12% per annum of the Company's net assets up to and including GBP50
      million,

  -   0.06% per annum of the Company's net assets in excess of GBP50 million
      but less than or equal to GBP100 million; and

  -   0.04% per annum of the Company's net assets in excess of GBP100 million;

     provided, however, that the annual fee shall, at a minimum, equal GBP75,000
per annum.  During the fiscal year ended  December 31, 2004,  total fees paid or
payable to Schroder Investment  Management Limited, in consideration of services
it  rendered  to the  Company in the  capacity  of company  secretary,  totalled
GBP342,000,  of which  GBP180,000  was  outstanding  at December 31,  2004.  The
appointment of Schroder  Investment  Management Limited as Company Secretary may
be terminated  upon four months' prior written notice and  immediately  upon the
occurrence of certain  insolvency  events and other events of default.  Schroder
Investment  Management  Limited also provides  taxation services to the Company.
Total fees payable for such services  during the fiscal year ended  December 31,
2004 totalled GBP22,000, all of which was outstanding as of such date.

     Schroder  Investment  Management Limited also facilitates  investment trust
dealing  services.  Total fees paid or payable to Lloyds TSB Registrars for such
services during the fiscal year ended December 31, 2004 totalled GBP9,000.

     Schroder  Investment  Management  Limited is also entitled to receive a fee
for the management of the Company's  fixed  interest  portfolio from the Company
based on the average value of the Company's  month-end  cash and fixed  interest
portfolio, calculated at the rate of:

  -   0.10% per annum on the first GBP75 million of assets,

  -   0.05% per annum on the next GBP75 million, and

  -   0.03% per annum on the excess,

     provided,  however,  that the  minimum  annual  fee  shall not be less than
GBP20,000 per year. The total fees paid or payable for these services during the
year ended December 31, 2004 was GBP44,000,  of which  GBP10,000 was outstanding
as of December 31, 2004.

Compensation of Officers and Employees

     The Directors have appointed  Nicholas  Ferguson as Non-Executive  Chairman
and Andrew Williams as an Executive  Director.  SVG Capital plc currently has no
other Executive  officers or employees (other than the company secretary) and it
is  anticipated  that SVG Capital plc will have no other  employees  or officers
(other than the company  secretary) in the future.  As of December 31, 2004, the
Company's  subsidiaries,  SVGA and SVGNA,  had an aggregate of 24 employees  and
four  secondees  from  Schroder  Investment  Management  Limited.  However,  the
Directors  may  from  time to time  appoint  one or more  Directors  to hold any
employment or executive  office with SVG Capital plc (including that of managing
director) for such period  (subject to the  provisions of the Companies Act) and
upon such other terms as the  Directors  may decide and may revoke or  terminate
any appointment so made. A Director so appointed shall receive such remuneration
(whether by way of salary, commission, participation in profits or otherwise) as
the Directors may decide either in addition to or in lieu of his remuneration as
a Director.

                                     70

C.       Board Practices

     At every Annual General Meeting of the Company, one-third of the Directors,
or if their number is not three or any multiple of three then the number nearest
to and less than one third,  who are subject to  retirement  by  rotation,  will
retire by rotation and be eligible for re-election.  The Directors who retire by
rotation on each  occasion  will be those who have been  longest in office since
their  appointment  but as between  persons who became or were last  reappointed
directors on the same day,  those to retire will be determined  by lot.  Anthony
Habgood,  Edgar  Koning and  Nicholas  Ferguson  retired  at the Annual  General
Meeting  on  April  25,  2005,  sought  re-election  and were  re-elected.  John
McLachlan,  former Chairman,  also retired at the Annual General Meeting and did
not seek re-election.

     The Company's  Articles of Association  also require that a majority of the
Directors,  including the Chairman,  be independent of Schroder Ventures and the
Schroder Group.  For this purpose,  a Director is deemed to be  "independent" of
the Schroder Group unless (a) he is a director,  officer,  general  partner,  or
employee of a member of the Schroder Group or (b) a member of the Schroder Group
is connected with him within the meaning given to that expression by Section 346
of the Companies Act.  Francis  Finlay,  Anthony  Habgood,  Edgar Koning,  Denis
Raeburn and Charles Sinclair are independent for the purposes of the Articles of
Association.  Any decision of the  Directors  requires a simple  majority  vote;
however,  a majority of the  Directors  voting in favor of the decision  must be
independent Directors.

     The "Board Committees" are shown below. Also refer to Section A of "Item 6.
Directors, Senior Management and Employees" for additional information about our
Directors,  and to  Section  B of  "Item 6.  Directors,  Senior  Management  and
Employees"  for  additional  information  on the policy on the  remuneration  of
Directors:

         Audit Committee

         The members of the Committee as at December 31, 2004 were:

         John McLachlan (Chairman)
         Anthony Habgood
         Denis Raeburn

     With effect from March 11, 2005, Charles Sinclair was appointed as a member
of the Committee.  With effect from April 25, 2005,  John  McLachlan  retired as
Chairman and as a member of the Committee and Charles Sinclair  succeeded him as
Chairman.

                                   71

     The Board  considers  each member of the Committee to be  independent.  The
Board also  considers that the Chairman of the Committee has recent and relevant
financial experience.

Terms of reference

     The Company  established an Audit  Committee in 1996. The role of the Audit
Committee  is to ensure that the Company  maintains  the  highest  standards  of
integrity in financial reporting and internal control.  The  responsibilities of
the Committee include the following:

Financial statements
(a)      to monitor the integrity of the financial statements of the Company,
         and any formal  announcements  relating to the Company's financial
         performance, reviewing significant financial reporting judgements
         contained in them;
(b)      to review and, if appropriate, recommend to the Board, the Company's
         annual and interim reports;

Internal control
(c)      to monitor and review annually whether an internal audit function is
         required;
(d)      to monitor the Company's  accounting and financial  internal control
         systems,  and to monitor the internal control systems of subsidiaries
         to make recommendations on any improvements to such systems;
(e)      to monitor the Company's  procedures for ensuring  compliance with
         regulatory and financial reporting requirements and its relationship
         with the relevant regulatory authorities;

External audit and relationship with the external auditor
(f)      to discuss any matters arising from the audit and recommendations made
         by the auditors;
(g)      to make  recommendations  to the Board, for it to put to the
         shareholders for their approval in general meeting,  in relation
         to the  appointment,  re-appointment  and  removal of the  external
         auditor  and to  approve  the  remuneration  and terms of engagement
         of the external auditor;
(h)      to review and monitor the external auditor's  independence and
         objectivity and the effectiveness of the audit process,  taking
         into consideration relevant UK professional and regulatory
         requirements; and
(i)      to develop and implement policy on the engagement of the external
         auditor to supply  non-audit  services,  taking into account
         relevant  ethical  guidance  regarding  the  provision of non-audit
         services by the external  audit firm and to report to the Board,
         identifying  any  matters  in  respect  of which it  considers  that
         action  or  improvement  is  needed  and  making recommendations as to
         the steps to be taken.

Report on the Committee's activities
         To discharge its duties, the Committee met on two occasions during
         2004 and considered the following:
-        the annual financial statements for 2003 and interim financial
         statements for 2004
-        group internal Audit review
-        the external auditors' interim and year-end reports and management
         letters
-        the effectiveness of the audit process
-        the independence and objectivity of the external auditor
-        pre-approval of non-audit services
-        revised Terms of Reference

                                   72

     The Committee has also reviewed  arrangements  for staff of subsidiaries to
raise concerns about possible  improprieties relating to the Group's operations.
A copy of the full Terms and  Reference  of the Audit  Committee is available on
request from the Company Secretary.

Attendance

         Both of the meetings held during 2004 were attended by all members of
         the Committee.

         Investment Committee

         The members of the Committee as at December 31, 2004 were:

         Nicholas Ferguson (Chairman)
         Anthony Habgood
         Edgar Koning
         John McLachlan
         Denis Raeburn
         Andrew Williams

     With effect from March 11, 2005,  Francis Finlay and Charles  Sinclair were
appointed as members of the  Committee.  With effect from April 25,  2005,  John
McLachlan retired as a member of the Committee.

Terms of reference

     The Company established an Investment Committee in 1996. A copy of the full
Terms of Reference of the Investment  Committee is available on request from the
Company Secretary.

         The responsibilities of the Committee include the following:
-        to review investment proposals for the Company
-        to provide investment recommendations to the Board; and,
-        to implement the Board's decision as regards any investment

Report on the Committee's activities

         To discharge its duties, the Committee met on several occasions
during 2004, and considered the following:

-        Investment proposals
-        Consideration of amended delegation authorities and composition.

Attendance

         Each of the meetings held during 2004 were attended by all members of
the Committee.

         Nominations Committee

         The members of the Committee as at December 31, 2004 were:

         Anthony Habgood (Chairman)
         Nicholas Ferguson
         Edgar Koning
         John McLachlan
         Denis Raeburn

                                      73

     With effect from March 11, 2005,  Francis  Finlay was appointed as a member
of the Committee.  With effect from April 25, 2005, John McLachlan  retired as a
member of the  Committee.  With effect  from June 28,  2005,  Damon  Buffini was
appointed  as a member of the  Committee.  Nicholas  Ferguson  replaced  Anthony
Habgood as Chairman of the Committee with effect from June 28, 2005.

         The Board considers a majority of the Committee to be independent.

Terms of reference

     The Company  established a Nominations  Committee in 1999.  The role of the
Committee  is  to  consider  and  make  recommendations  to  the  Board  on  its
composition   and  balance  of  skills  and   experience,   and  on   individual
appointments, to lead the process and make recommendations to the Board.

         The responsibilities of the Committee include the following:

(a)      to evaluate the balance of skills,  knowledge and  experience  of the
         Board of Directors  and to prepare a description  of the role and
         capabilities  required for a particular  appointment.  In the case of
         the appointment of a Chairman, to prepare a job specification;
(b)      to select potential candidates to fill vacancies on the Board of
         Directors for recommendation to the Board;
(c)      to interview, or arrange for suitable Directors to interview,
         candidates for Directors;
(d)      to consider and, if appropriate, approve all outside appointments of
         executive Directors;
(e)      to review periodically the terms of appointment of the non-executive
         Directors; and
(f)      to consider whether a senior  independent  director should be
         appointed and, if appropriate,  to identify and recommend to the
         Board suitable candidates for the role.

     A formal procedure for the appointment of new Directors is contained in the
Terms of  Reference  of the  Committee,  a full  copy of which is  available  on
request from the Company Secretary.

Report on the Committee's activities

         To discharge its duties, the Committee met on two occasions during
2004 and considered the following:

-        an evaluation of the balance of skills, knowledge and experience of
         the Board
-        the selection of suitable candidates to fill vacancies on the Board
-        arranging for selected candidates to be interviewed
-        revised Terms of Reference
-        a revised procedure for the appointment of new Directors
-        a job specification for the role of the Chairman

     The Committee  considered the  appointment of two  non-executive  Directors
during the year under review.  On both occasions,  the Committee did not believe
that it was  necessary to approach an external  search  consultancy  or use open
advertising, as the calibre of candidate found from sources within the Group was
sufficiently high.

                                    74

Attendance

         Both of these meetings were attended by all members of the Committee.

         Remuneration Committee

         The members of the Committee as at December 31, 2004 were:

         John McLachlan (Chairman)
         Anthony Habgood
         Denis Raeburn

     With effect from March 11, 2005,  Francis  Finlay was appointed as a member
of the Committee.  With effect from April 25, 2005,  John  McLachlan  retired as
Chairman and as a member of the  Committee and Francis  Finlay  succeeded him as
Chairman.

         The Board considers each member of the Committee to be independent.

Terms of reference

     The Company  established a Remuneration  Committee in 2001. The role of the
Committee is to determine  the  remuneration  policy for  executives,  including
executive  directors,  of the SVG  Group  and  the  operation  of the  Company's
Executive  Share  Option  Plan.  A copy of the full  Terms of  Reference  of the
Remuneration Committee is available on request from the Company Secretary.


         The responsibilities of the Committee include the following:

(a)      to determine  remuneration  policy  (including  salaries,  bonuses,
         pensions and other  benefits)  throughout  the SVG Group, including:
         (i)      to recommend to the Board the remuneration and benefits of
                  the CEO and other executive  Directors of SVG Capital and,
                  from time to time, to review the terms of the CEO's service
                  agreement;
         (ii)     to review the overall remuneration costs and budgets for
                  employees of the SVG Group;
         (iii)    to approve annual bonus plans and to review performance
                  against objectives;
         (iv)     to make proposals for the level of fees payable to
                  non-executive Directors; and
         (v)      to approve exit packages on an individual basis and to
                  oversee severance policy throughout the SVG Group.
(b)      to operate the Company's share option schemes and other incentive
         schemes (if any), including:
         (i)      to  determine  grants of options to be made to the CEO of
                  SVG  Capital  and other  eligible  participants,  including
                  setting any performance targets to be met as a condition of
                  the exercise of such options;
         (ii)     to liaise with the trustees of the employee trusts  operating
                  in conjunction  with the Company's share option schemes
                  and other incentive schemes (if any);
         (iii)    to make amendments to the terms of such schemes (subject to
                  the provisions of the schemes relating to amendment); and
         (iv)     to agree,  amend and approve all documents  required in
                  connection  with the grant of options under,  or the employee
                  trusts and other  incentive  schemes  (if any),  execution
                  of all such  documents  by any  Director  or the  company
                  secretary,  or where any  documents  are to be executed as a
                  deed,  by any two  Directors or any one Director and the
                  company secretary.

                                    75

Report on the Committee's activities

     To discharge its duties,  the Committee met on three occasions  during 2004
and considered the following:

-        evaluation of remuneration philosophy and the structure of
         incentivisation and retention of executive Directors and key staff
-        approving the annual bonus plan proposals for recommendation to the
         Board
-        approving appropriate targets and long term incentives for the
         executive Directors and key staff based on performance
-        review of the composition of the Committee
-        revised Terms of Reference
-        review of the operation of the Company's share option schemes and
         approval of grant of options

Attendance

         Each of the meetings held in 2004 were attended by all members of the
Committee.

D.       Employees

     See "Item 6.  Directors,  Senior  Management and Employees - Compensation -
Compensation  of  Officers  and  Employees"  above  for  information  about  the
compensation of employees.

E.       Share Ownership

         The following  table presents the number of Ordinary Shares
beneficially  owned by each Director or their families as of June 30, 2005:


<TABLE>
<CAPTION>

                         Name of Director                                          Ordinary Shares
                                                                                Beneficially Owned
                         <S>                                                                   <C>    <C>

                         D. Buffini                                                              -

                         N.E.H. Ferguson                                                   447,341

                         D.F.K. Finlay                                                           -

                         A.J. Habgood                                                       25,000

                         E.W. Koning                                                             -

                         D. Raeburn                                                         60,000

                         C. Sinclair                                                        67,062

                         A.C. Williams                                                      13,091

                         --------------------------------------------------------------------------
                         Total                                                             612,494
                         --------------------------------------------------------------------------
</TABLE>
                                       76

         See "Item 6. Directors,  Senior Management and Employees - Directors
and Senior Management - Directors  Interests" for further details of the share
ownership of the Directors of the Company.

     See "Item 6.  Directors,  Senior  Management and Employees -  Compensation-
Executive Share Option Plan" for information  about the option  ownership of the
Directors of the Company under the Plan.

Item 7.           MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.       Major Shareholders

     The  Company's  issued  share  capital at December  31, 2004  consisted  of
122,529,853  Ordinary Shares,  par value GBP1 each, all of which were fully paid
as of December 31, 2004. Each Ordinary Share has the same voting rights as every
other Ordinary Share. The following  information is presented,  to the Company's
knowledge,  with  respect  to the  Company's  major  shareholders,  which  means
shareholders  that  are the  beneficial  owners  of 3% or more of the  Company's
Ordinary Shares.


     At  June  30,  2005,  the  Company's  issued  share  capital  consisted  of
128,529,853  Ordinary  Shares and the Company had been notified of the following
interests in excess of 3% of the issued capital of the Company:

<TABLE>
<CAPTION>


                                                              # of Ordinary         % of Class
                                                                 Shares
         <S>                                                           <C>              <C>

         Schroders plc and its subsidiaries:

             --non beneficial, managed for clients             23,472,602              18.3

             --beneficial                                       7,113,449               5.5

         Aegon Investment Management BV                        24,603,665              19.1

         Lansdowne Partners                                     9,339,965               7.3

         Permira Capital Limited                                6,000,000               4.7

         Metropolitan Life Insurance Company                    5,012,531               3.9

         Morley Fund Management                                 4,107,340               3.2
</TABLE>


     As of June 30, 2005,  the Directors and their  families were the beneficial
owners of an aggregate of 612,494 Ordinary Shares or approximately  0.48% of all
Ordinary  Shares  outstanding  as of such  date.  Nicholas  Ferguson  and Andrew
Williams have also been granted options  representing  7,908,124 Ordinary Shares
or 6.15% of the total number of Ordinary Shares outstanding as of such date. See
Item 6. "Directors,  Senior  Management and Employees - Compensation - Executive
Share  Option Plan for  additional  information  on the share  ownership  of our
Directors."

     The Company is not directly or  indirectly  owned or  controlled by another
corporation or by any foreign government. There are no arrangements known to the
Company the  operations  of which may, at a date  subsequent to the date of this
annual report, result in a change of control of the Company.

                                   77

Changes in Major Shareholder Ownership in Most Recent Three Years

     In addition to the table shown above, detailing substantial share interests
as at the most recent  practicable  date,  the following  tables  illustrate the
holdings of the Company's major shareholders during the last three years:

         At March 26, 2004 the Company had been notified of the following
interests in excess of 3% of the issued capital.

<TABLE>
<CAPTION>

                                                                                        Number of          Percentage
                                                                                  ordinary shares            of class
<S>                                                                                           <C>                 <C>
Schroders plc and its subsidiaries:

-     non beneficial, managed for clients                                              19,335,951               17.16
-     beneficial                                                                        7,113,449                6.31

Aegon Investment Management BV                                                         24,603,665               21.84

Lansdowne Partners                                                                      9,338,262                8.29

Morley Fund Management Limited                                                          3,861,340                3.43

Morgan Stanley Securities Limited                                                       3,543,595                3.15



         At March 25, 2003 the Company had been notified of the following interests in excess of 3% of the issued capital.


                                                                                        Number of          Percentage
                                                                                  ordinary shares            of class

Schroders plc and its subsidiaries:

-     non beneficial, managed for clients                                              16,622,251               16.23
-     beneficial                                                                        7,113,449                6.95

Aegon Investment Management BV                                                         22,403,665               21.88

Lansdowne Partners                                                                      5,758,162                5.62

Fidelity International Limited                                                          4,551,451                4.45



         At October 1, 2002 the Company had been notified of the following interests in excess of 3% of the issued capital.

                                                                                        Number of          Percentage
                                                                                  ordinary shares            of class

Schroders plc and its subsidiaries:

-     non beneficial, managed for clients                                              15,334,808               15.00
-     beneficial                                                                       13,113,449               12.82

Aegon Aandelenfonds NV                                                                 19,378,665               18.95

Lansdowne Partners                                                                      5,258,000                5.14

British Aerospace Pension Fund                                                          4,425,000                4.33

BBC Pension Trust Limited                                                               4,384,554                4.29


</TABLE>


                                    78

Record Ownership of the Ordinary Shares in the United States

     At June 30, 2005,  the Company had been notified of the following  interest
in excess of 3% of the issued capital of the Company:

<TABLE>
<CAPTION>


                                                                                        Number of          Percentage
                                                                                  ordinary shares            of class
<S>                                                                                           <C>                 <C>

Metropolitan Life Insurance Company                                                     5,012,531                4.09

</TABLE>

     As of December 31, 2004,  Metropolitan Life Insurance Company, or Met Life,
owned GBP13 million in principal amount of Bonds 2013.  Because Met Life has the
right to convert the Bonds 2013 into Ordinary Shares at 480p per Ordinary Share,
respectively,  Met Life is deemed,  under  applicable U.S.  securities  laws, to
beneficially  own Ordinary  Shares.  If Met Life converted its entire holding of
the Bonds 2013, it would own approximately  7,720,864  Ordinary Shares in total,
or  approximately  5.57% of the total number of Ordinary  Shares  outstanding at
June 30, 2005, assuming the conversion of all the Bonds 2013.

Voting Rights of Major Shareholders

         The Company's major shareholders do not have different voting rights.

B.       Related Party Transactions

     Except  as  disclosed  herein,  none of the  Directors  or their  immediate
families or associates has any material interest, directly or indirectly, in any
transaction to which the Company or any of its  subsidiaries  is a party.  There
are no outstanding loans or guarantees  granted or provided by the Company to or
for the benefit of the Directors or their immediate families or associates.

     Nicholas  Ferguson,  a Director  and the  Company's  Chairman,  is also the
Chairman of the Board of SVGA, a wholly owned subsidiary of the Company.  Andrew
Williams,  a Director,  is Chief  Executive  Officer of SVGA.  Damon Buffini,  a
Director, is also Managing Partner of Permira.

     Andrew Williams is employed by Schroder  Investment  Management Limited and
seconded to the Company. As part of the secondment arrangements, SVG Capital plc
reimburses  Schroder  Investment  Management  Limited for the salary,  bonus and
other  benefits  paid  by  Schroder  Investment  Management  Limited  to  Andrew
Williams.  Until his retirement as an executive Director of the Company on April
25, 2005, Nicholas Ferguson was also employed by Schroder Investment  Management
Limited and seconded to the Company.  Schroder Investment  Management Limited, a
wholly owned subsidiary of Schroders plc,  provides certain  administrative  and
secretarial  services to the Company in exchange for the fees specified in "Item
6. Directors,  Senior  Management and Employees - Compensation - Compensation of
the Company Secretary."

     Nicholas  Ferguson  represents the Company on the advisory  committees that
advise certain Funds. In addition,  Nicholas Ferguson and members of his family,
Andrew Williams are entitled to receive a specified percentage of the profits of
each Fund raised  before  January 1, 2001 when the returns to  investors in that
Fund  exceed  specified  performance   standards,   as  described  in  "Item  4.
Information on the Company - Business Overview - Special Allocation of Profits."
Damon Buffini,  as a Permira partner, is entitled to a percentage of the profits
of each Permira Fund.

                                    79

     As a result of these  relationships,  these Directors may have interests in
transactions  between the Company and these  entities that may differ from those
of the holders of the Ordinary Shares.

C.       Interests of Experts and Counsel

         Not applicable to this Form 20-F.

Item 8.           FINANCIAL INFORMATION

A.       Consolidated Statements and Other Financial Information

         See Item 17.

Legal Proceedings

     Since its  incorporation,  the Company has not been  engaged in, and is not
currently  engaged in, any litigation or arbitration  and no litigation or claim
is pending or threatened against the Company.  There are no material proceedings
to which a director,  officer or affiliate of the Company,  or any  associate of
any such director, officer or affiliate of the Company is a party adverse to the
Company or any of its  subsidiaries  or has a material  interest  adverse to the
Company or any of its subsidiaries.

     During  2002,  a former  employee of Permira's  investment  consultants  in
France was placed  under  examination  ("mis en examen") in  connection  with an
inquiry  being  conducted  in  France  by  an  investigating  magistrate  ("juge
d'instruction").  It is  understood  that the  inquiry  was  into  circumstances
surrounding  a public  offering  in 1998 in shares  of an  Investee  Company  of
Schroder French Buy-Out Fund. The Investigating  Magistrate referred the case to
the  criminal  court and a  hearing  took  place on  November  25 and 26,  2002.
Judgment was reserved  until January 20, 2003 when judgment was entered  against
the former  employee.  The  Directors are of the opinion that the outcome of the
inquiry  has no bearing on the  Company's  relationship  with  Permira or on the
Company's financial position.

Dividend Policy

     For a description  of the Company's  policy on dividend  distribution,  see
"Item 10. Additional Information - Taxation - Dividend Policy."

B.       Significant Changes

     In  April  2005,  shareholders  approved  new  arrangements  with  Permira,
including an issue of six million shares to PCL at GBP6 per share. See "Item 10.
Additional  Information  -  Material  Contracts"  for  summary  details  of  the
Operating Agreement with PHL and the Subscription Agreement with PCL.

International Financial Reporting Standards

The Company has adopted  International  Financial  Reporting  Standards ("IFRS")
with  effect from  January 1, 2005.  The  Company  has  announced  that the main
impacts on its accounts of adopting IFRS in their present form will be:

                                     80

1.       Accounting for share options.  The cost to the Company of granting
         share options will be charged to the revenue  account.  The cost
         should equate to the value of services  received by the Company in
         respect of which the options are granted.  This should typically  be
         measured  as the fair value of the  options on the date they are
         granted.  If there is a vesting  period,  the services are assumed to
         be rendered over that period and the cost should be amortized
         accordingly.  Vesting  conditions  also need to be taken into account,
         as well as an estimate of the frequency of staff turnover.
2.       Accounting for convertible  bonds. The Company has issued  convertible
         bonds. The redemption value of these bonds amounted to GBP49.0
         million at December  31, 2004 and is included in  long-term  creditors.
         Under IFRS these  instruments  will have to be separately  valued as
         debt and equity.  The debt  component will be valued by reference to
         an equivalent  'straight'  bond and the equity  component will be the
         value of the option element of converting the bonds into ordinary
         shares.  The debt will be accounted for as a creditor and the equity
         will form part of reserves.
3.       Valuation of quoted  investments.  In the December 31, 2004 accounts,
         investments were valued in accordance with the British Venture Capital
         Association  Guidelines  issued in August 2003.  These  guidelines
         recommended  that market prices should be reduced by a marketability
         discount if either there was a formal  restriction on trading in the
         relevant  securities or there was a risk that the holding may not be
         able to be sold immediately.  In contrast,  IFRS presume that the
         available price for a security may be applied to a holding of any size.
         Accordingly to comply with IFRS,  marketability  discounts should
         generally not be applied to quoted prices.

Item 9.           THE OFFER AND LISTING

         All portions of Item 9 other than Items 9.A.4 and 9.C are inapplicable
to this Form 20-F.

A.       Offer and Listing Details

Price Range of the Ordinary Shares

     The  principal  trading  market  for the  Ordinary  Shares is the LSE.  The
Ordinary  Shares  were  admitted  to the  Official  List  on May 23,  1996.  The
following tables set forth the range of the high and low closing sales prices of
our common stock for the periods indicated:

<TABLE>
<CAPTION>


         Five Most Recent Fiscal Years

                                              Year                       Six Months          Year             Year
                                             Ended,                   Ended, December       Ended,      Ended, December
                                            June 30                         31          December 31           31
    <S>                          <C>          <C>            <C>            <C>              <C>              <C>

                               2000          2001           2002            2002             2003             2004

    High Market price         462.0p        533.0p         393.0p          379.0p           508.5p           579.0p

    Low Market Price          255.0p        380.5p         296.5p          456.0p           379.0p           445.0p

</TABLE>


<TABLE>
<CAPTION>

         Two Most Recent Fiscal Years

                                              High Market Price         Low Market Price
    <S>                                                     <C>                      <C>

    Fiscal Year Ended December 31,
    2003

    First Quarter                                        422.0p                   379.0p

    Second Quarter                                       456.0p                   414.5p

    Third Quarter                                        508.5p                   440.0p

    Fourth Quarter                                       495.3p                   457.5p


                                        81

    Fiscal Year Ended December 31,
    2004

    First Quarter                                        497.8p                   445.0p

    Second Quarter                                       518.8p                   479.5p

    Third Quarter                                        524.3p                   505.0p

    Fourth Quarter                                       579.0p                   539.5p


         Most Recent Full Six Months


                                              High Market Price         Low Market Price

    January 05                                           585.5p                   554.0p

    February 05                                          587.5p                   561.5p

    March 05                                             614.0p                   564.0p

    April 05                                             620.0p                   583.0p

    May 05                                               653.0p                   588.0p

    June 05                                              662.0p                   626.0p
</TABLE>



B.       Plan of Distribution

         Not applicable to this Form 20-F.

C.       Markets

No Trading Market for the Ordinary Shares in the United States

     The Ordinary  Shares are not and are not intended to be  registered  in the
United States under the Securities Act or the securities laws of any state.  The
Ordinary Shares will not be listed for trading on any securities exchange in the
United States,  nor has the Company registered its securities under the Exchange
Act for the purpose of facilitating  such secondary  market trading with respect
to its securities in the United States. The Company has not facilitated and does
not intend,  directly or indirectly,  to facilitate  secondary  market activity.
Therefore,  the transfer of the Ordinary  Shares in the United States is subject
to  restrictions  which are designed to prevent the  development  of a secondary
market for any of the Company's securities in the United States.

D.       Selling Shareholders

         Not applicable to this Form 20-F.

E.       Dilution

         Not applicable to this Form 20-F.


                              82

F.       Expenses of the Issue

         Not applicable to this Form 20-F.

Item 10. ADDITIONAL INFORMATION

A.       Share Capital

         Not applicable to this Form 20-F.

B.       Memorandum and Articles of Association of SVG Capital plc

     Set forth below is  information  concerning  the Company's  equity  capital
structure  and  related  summary  information   concerning   provisions  of  its
Memorandum of  Association  and Articles of Association  and applicable  English
law. Since it is a summary,  it does not contain all of the information that may
be  important  to you, and the summary is qualified in its entirety by reference
to the Companies Act and the Company's Memorandum of Association and Articles of
Association.  A copy of each of the  Company's  Memorandum  of  Association  and
Articles of  Association  has been filed as an exhibit to this annual  report on
Form 20-F.

     The  Company  is  incorporated  under  the  name  SVG  Capital  plc  and is
registered  in  England  and  Wales  with the  registered  number  3066856.  The
Memorandum of Association  states that the Company's  objectives are to carry on
the business of an investment  trust company and to undertake all kinds of trust
and agency  business.  The Company's  Memorandum of Association  and Articles of
Association  allow  for a wide  range of  activities  by which to carry  out the
Company's objectives. See Exhibit 1.1, Memorandum of Association, Article 4(A).

Board of Directors

     The  Company's  Articles  of  Association  provide  that  unless  otherwise
determined by ordinary  resolution,  the board of directors shall consist of not
less than two nor more than nine members.

     Except as noted below, the Board may at any time appoint any person to be a
Director  either to fill a vacancy or as an additional  Director,  provided that
the number of  Directors  does not exceed  nine.  Any person so appointed by the
Board  shall  hold  office  only  until  the  next  Annual  General  Meeting  of
shareholders  and shall then be eligible for election by the  shareholders,  but
shall not be taken into account in  determining  the number of directors who are
to retire by  rotation  at such  meeting  as set out  below.  See  Exhibit  1.2,
Articles of Association, Part 2, Article 79.

         Interested Director Transactions

     Subject to certain provisions of the Companies Act designed to enforce fair
dealing by directors and prevent their taking financial advantage,  and provided
that a Director  has  disclosed  to the  Directors  the nature and extent of any
interest, a Director:

-        may be party to or  otherwise  interested  in any  contract,
         transaction,  or  arrangement  with the  Company or in which the
         Company is otherwise interested;

                                     83

-        may be a director or other officer of or employed by a party to any
         contract,  transaction  or  arrangement  with or otherwise interested
         in any corporate entity promoted by the Company or in which the
         Company is in any way interested; and

-        may act in a  professional  capacity  for the Company  (other  than
         as auditor)  and be  compensated  therefore  and shall not (unless
         otherwise  agreed by him) be accountable to the Company for any benefit
         which he derives from any such contract, transaction  or  arrangement
         or from any such office or employment or from any interest in any such
         corporate body or for such compensation.

     No contract, transaction or arrangement in which a director has an interest
may be voided on the grounds of any such interest or benefit.

     A  Director  generally  shall not vote on, or be  counted  in the quorum in
relation to, any  resolution of the Board in respect of any contract in which he
has an interest which (taken together with any interest of any person  connected
with him) is to his  knowledge a material  interest  and,  if he does,  his vote
shall not be counted,  but this  prohibition  shall not apply to any  resolution
where  that  material  interest  arises  only from one or more of the  following
matters:

  -   The giving to him of any  guarantee,  indemnity or security in respect of
      money lent or  obligations  undertaken  by him or by any other person at
      the Company's request or for the benefit of the Company or any of its
      subsidiaries,

  -   The giving to a third party of any  guarantee,  indemnity or security in
      respect of a debt or obligation of the Company or any of its  subsidiaries
      for which he himself has assumed  responsibility  in whole or in part
      under a guarantee or indemnity or by the giving of security,

  -   Where the Company or any of its  subsidiary  undertakings  are
      offering  securities  in which offer the Director is or may be
      entitled to participate as a holder of securities or in the
      underwriting  or  sub-underwriting  of which the Director is
      to participate,

  -   Any contract in which he is interested  by virtue of his interest in
      shares or  debentures or other  securities of the Company or any of its
      subsidiaries or by reason of any other interest in or through the Company
      or any of its subsidiaries,

  -   Any contract  concerning any other company (not being a company in which
      the director and any persons  connected with him owns 1% or more) in
      which he is interested directly or indirectly whether as an officer,
      shareholder, creditor or otherwise,

  -   Any contract concerning the adoption, modification or operation of a
      pension  fund or  retirement,  death or  disability benefits scheme
      which relates both to directors and employees of the Company or of
      any of its  subsidiaries  and does not provide in respect of any director
      as such any  privilege or advantage  not accorded to the employees to
      whom the fund or scheme relates,

  -   Any contract for the benefit of  employees of the Company or of any of
      its  subsidiaries  under which he benefits in a similar manner to the
      employees  and which does not accord to any director as such any
      privilege  or advantage  not accorded to the employees to whom the
      contracts relates, and

  -   Any contract for the purchase or maintenance for any director or
      directors of insurance against any liability.

                                     84

     Where a  company  in  which  a  director  owns  1% or  more  is  materially
interested in a contract,  he also shall be deemed materially interested in that
contract.

     The chairman of a Board meeting shall determine any question that arises at
the meeting  regarding the  entitlement of any director (other than the chairman
of the  meeting) to vote or be counted in the quorum with respect to a vote on a
matter in which a Director may have a material  interest.  If any question shall
arise in respect of the chairman of the meeting,  the question  shall be decided
by a resolution of the Board (for which purpose the chairman shall be counted in
the quorum but shall not vote on the matter).

     A  Director  who to  his  knowledge  is in any  way,  whether  directly  or
indirectly,  interested  in a contract with the Company shall declare the nature
of his  interest at the  meeting of the Board at which the  question of entering
into the  contract is first taken into  consideration,  if he knows his interest
then  exists,  or in any other case at the first  meeting of the Board  after he
knows  that he is or has become so  interested.  In order to be  effective,  the
notice must either be given at a meeting of the Board or the Director  must take
reasonable  steps to assure  that it is  brought  up and read at the next  Board
meeting after it is given.

     See Exhibit 1.2, Articles of Association, Part 2, Article 92.

     Voting on Compensation

     Each of the Directors  shall be paid a fee at such rate as may from time to
time be  determined by the Board,  provided  that that  aggregate of all fees so
paid to Directors  (excluding  amounts  payable under any other provision of the
Company's Articles of Association) shall not exceed GBP600,000 per annum or such
higher amount as may from time to time be decided by ordinary  resolution of the
Company.

     Director Employment

     The Board may from time to time  appoint one or more  Directors to hold any
employment  or  executive  office with the Company  (including  that of managing
director) for such period  (subject to the  provisions of the Companies Act) and
upon such other  terms as the Board may decide and may revoke or  terminate  any
appointment  so made. A Director so appointed  shall  receive such  remuneration
(whether by way of salary, commission, participation in profits or otherwise) as
the Directors may decide either in addition to or in lieu of his remuneration as
a Director.

     Borrowing Powers

     Subject to the limitations  noted below,  the Board may exercise all powers
for the  Company to borrow  money,  to mortgage or charge all or any part of the
undertakings,  property and assets (present and future) and uncalled  capital of
the Company,  and to issue 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  Company's  borrowings  and
exercise all voting and other  rights,  powers or control or rights of influence
exercisable  by the  Company and any of its  subsidiaries  or in relation to the
Company's subsidiaries so that the aggregate amount of all money borrowed by the
Company  (excluding  borrowings  owed by the Company to any subsidiary or by any
subsidiary to the Company or another subsidiary) shall not at any time exceed an
amount equal to the adjusted  capital and reserves (as defined  therein)  unless
otherwise  authorized by ordinary  resolution of the  shareholders.  See Exhibit
1.2, Articles of Association, Part 1, Article 1(B).

                                       85

     Retirement of Directors

     No person may be  disqualified  from being  appointed  a  Director,  and no
Director is required to retire,  by reason only of the fact that he has obtained
the age of 70 years or any other age. Where the Board convenes any shareholders'
meeting at which a Director will be proposed for  appointment  or  reappointment
who at the date for which the  meeting  is  convened  will be over the age of 70
years,  the Board must give  notice of his age in years in the notice  convening
the  meeting or in any  document  accompanying  the notice,  but the  incidental
omission to do so shall not  invalidate any  proceedings  or any  appointment or
reappointment  of that  director at the meeting.  See Exhibit  1.2,  Articles of
Association, Part 1, Article 1(I).

     At every  general  meeting  one-third of the  directors  who are subject to
retirement  by  rotation  (or, if their  number is not three or any  multiple of
three,  then the number  nearest to and less than  one-third)  shall retire from
office, provided that if there are fewer than three directors who are subject to
retirement by rotation they must all retire.

     The  directors  to retire by rotation on each  occasion  shall be those who
have been longest in office since their last appointment or  reappointment  but,
as between  persons who became or were last  reappointed  directors  on the same
day, those to retire shall (unless they  otherwise  agree) be determined by lot.
The directors to retire on each occasion (both as to number and identity)  shall
be  determined by the  composition  of the Board at the start of business on the
date of the notice convening the Annual General Meeting and no director shall be
required to retire or be relieved  from  retiring by reason of any change in the
number or  identity of the  directors  after that time on the date of the notice
but  before  the  close  of  the  meeting.  Retiring  directors  may  stand  for
re-election at the first succeeding annual general meeting of shareholders.  See
Exhibit 1.2, Articles of Association, Part 2, Articles 80 and 81.

     Requirements for Qualification

     Directors are not required to hold any Ordinary  Shares in order to qualify
for service as a Director.  A Director who is not a shareholder is  nevertheless
entitled  to attend  and  speak at  shareholders'  meetings.  See  Exhibit  1.2,
Articles of Association, Part 1, Article 1(G) and Part 2, Article 58.

Rights, Preferences and Restrictions of Ordinary Shares

     Subject to any rights  conferred  on the holders of any other  shares,  any
share may be issued with or have attached to it such rights and  restrictions as
the  shareholders  may by resolution  decide or, if no such  resolution has been
passed or the  resolution  does not make  specific  provision,  as the Board may
decide.  Also,  any  share may be issued  which is to be  redeemed,  or is to be
subject to redemption at the Company's option or that of the holder. See Exhibit
1.2, Articles of Association, Part 2, Articles 5 and 6.

                                       86

     Declaration of Dividends

     Subject to the  provisions of the Companies  Act, the  shareholders  may by
ordinary  resolution from time to time declare  dividends in accordance with the
respective  rights of the members and their  interests in the profits  available
for  distribution,  but no dividend  shall exceed the amount  recommended by the
Board.  No  dividend  shall  be  payable  except  out of the  Company's  profits
(excluding  any profits which under the  provisions of the Articles  ought to be
carried  to the credit of the  capital  reserve  or  applied  in  providing  the
depreciation  or  contingencies).  The Board shall exercise all voting and other
rights or powers of  control  exercisable  by the  Company  in  relation  to its
subsidiary  undertakings  so as to secure as far as it can that such  subsidiary
undertaking  shall  distribute  to the Company by way of dividends  all of their
profits.  The determination of the board as to the amount of profits at any time
available for  distribution by way of dividends is conclusive.  See Exhibit 1.2,
Articles of Association, Part 2, Article 112.

     The Company has no further  obligation to send any check or warrant through
the mail or employ any other means of payment for any dividend payable on any of
its shares  which is normally  paid in that manner on those shares if the checks
or warrants have been returned  undelivered or remain  uncashed or that means of
payment has failed either (i) with respect to at least two consecutive dividends
or (ii) with respect to one dividend if reasonable  enquiries thereafter fail to
establish any new address of the registered  holder. The Company may again begin
to send checks or  warrants  by any other  means if the holder or an  authorized
person  sends a request to the  Company in  writing to do so. See  Exhibit  1.2,
Articles of Association, Part 2, Article 118.

     Any  dividend  unclaimed  after a period of 12 years  from the date when it
became due for payment shall be forfeited  and shall revert to the Company.  The
payment by the Board of any  unclaimed  dividend  or other sum  payable on or in
respect of a share into a separate  account  does not make the Company a trustee
of such payment. See Exhibit 1.2, Articles of Association, Part 2, Article 119.

     Voting Rights

     Each holder of Ordinary  Shares entitled to vote on a matter is entitled to
one vote for each Ordinary  Share held in such holder's name on the record date.
All  Directors  are  appointed  for an initial  term of three  years  subject to
election by the shareholders at the first Annual General Meeting following their
appointment. Thereafter Directors retire by rotation at least every three years.

     Profit Sharing

     See "Declaration of Dividends," above.

     Liquidation Rights

     Upon  liquidation,  the  liquidator  may,  by  special  resolution  of  the
shareholders  of the Company,  (i) divide among the  shareholders,  in kind, the
whole or any part of the Company's  assets (whether  consisting of the same kind
of property or not) and, for that purpose, set such values as he deems fair upon
any property to be divided and determine  how the division  shall be carried out
as between the members of different  classes of members,  or (ii) vest the whole
or any part of the assets in  trustees  upon such  trusts for the benefit of the
contributories as the liquidator, with similar shareholder approval, shall think
fit, but no shareholder  shall be compelled to accept any shares or other assets
upon which there is any  liability.  See Exhibit 1.2,  Articles of  Association,
Part 2, Article 136.

                                       87

     Capital Call Liability

     Subject  to the terms of issue,  the Board may from time to time make calls
upon the  members in respect of any monies  unpaid on their  shares  (whether on
account  of the  nominal  amount  of the  shares or by way of  premium)  and not
payable on a date fixed by or in  accordance  with the terms of issue,  and each
member shall (subject to the Company's serving upon him at least 14 days' notice
specifying  when and where payment is to be made) pay to the Company as required
by the  notice  the  amount  called  on his  shares.  A call may be  revoked  or
postponed  as the  Board may  decide.  A person  upon whom a call is made  shall
remain  liable  for all  calls  made  upon him  notwithstanding  the  subsequent
transfer of the shares in respect of which the call was made.  See Exhibit  1.2,
Articles of Association, Part 2, Article 20.

     Action Required to Alter Rights of Holders

     All or any of the rights  attached  to any class of shares  issued may from
time to time be varied  with the  consent in writing of the  holders of not less
than  three-fourths  in nominal  value of the issued  shares of that class or by
extraordinary  resolution  obtained at a separate general meeting of the holders
of those shares. See Exhibit 1.2, Articles of Association, Part 2, Article 8.

     Convocation of Shareholder Meetings and Conditions of Admission

     Any  general   meeting  other  than  an  Annual   General   Meeting  is  an
Extraordinary  General  Meeting,  and  such  meeting  may  be  convened  at  the
discretion  of the Board.  The Board shall  convene  general  meetings as Annual
General  Meetings in accordance with the requirements of the Companies Acts. See
Exhibit 1.2, Articles of Association, Part 2, Articles 48-50.

     Limitations on Rights to Hold Shares

     Upon receiving  notice that any shares are or may be owned or held directly
or beneficially  such that the aggregate number of United States persons who are
holders or beneficial owners of the Company's shares or other securities and who
acquired  such shares from the Company or its agents or affiliates or any United
States resident  transferee of any direct purchaser,  is or may be more than 75,
the Board may  require  the  transfer  of such  shares  to a  non-United  States
resident transferee.  See Exhibit 1.2, Articles of Association,  Part 1, Article
1(k).

     Alteration of Share Capital

     The  Company  may  from  time  to  time  by  ordinary   resolution  of  the
shareholders of the Company (i) increase its share capital, (ii) consolidate and
divide all or any of its share  capital  into  shares of larger  amount than its
existing shares, (iii) subdivide the Company's shares or any of them into shares
of smaller amount (as between the shares resulting from the subdivision,  any of
them may have any  preference or advantage or be subject to any  restriction  as
compared  with the others as determined by the Board) and (iv) cancel any shares
that,  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 the Company's  share
capital by the amount of the shares so canceled.  See Exhibit  1.2,  Articles of
Association, Part 2, Article 45.

                                       88

C.       Material Contracts

Trust Deeds

     The  Company  entered  into a  Trust  Deed  with  The Law  Debenture  Trust
Corporation  p.l.c. on May 20, 2003 and three  Supplemental Trust Deeds with The
Law  Debenture  Trust  Corporation  p.l.c.  on July 17, 2003,  July 21, 2003 and
August 8, 2003 that  together  constituted  the Bonds 2013.  Please see "Item 4.
Information  on  the  Company  -  History  and  Development  of  the  Company  -
Subordinated Convertible Bonds due 2013".

Placing Agreement

     The  Company  entered  into a share  placing  agreement  with  J.P.  Morgan
Securities  Limited on October 7, 2003  pursuant to which,  the  Company  issued
10,239,100 Ordinary Shares to investors.

     Please  see "Item 5 -  Operating  and  Financial  Review  and  Prospects  -
Liquidity and Capital Resources - Share Placing".

Agreements with Permira

     Definitions
     "Existing Fund Commitments" means all uncalled commitments,  understandings
and other  arrangements  (whether or not legally binding) made prior to the date
of the  Operating  Agreement  by or on behalf of any  member of the SVG  Capital
Group to invest in any fund or product

     "Japan  Fund"  means any fund  managed or advised by MKS  Advisers  (or any
other member of the MKS group),  the principal  investment policy of which is to
make private equity investments in Japan

     "New  Shares"  means  6,000,000  Shares in the  Company to be issued to PCL
pursuant to the Subscription Agreement

     "P123"  means the product  known as P123  designed,  managed and advised by
members of the SVG Capital Group to acquire, whether by secondary purchase or as
subscriber,  limited  partner or other  capital  interests in all or some of the
Permira Europe Funds

     "P1234" means the product or products to be  established  from time to time
as a  successor  to P123,  under  whatever  name or names and to be  managed  or
advised by members  of the SVG  Capital  Group,  to acquire  solely,  whether by
secondary purchase or as subscriber,  limited partner or other capital interests
in all or some of the Permira Europe Funds and Permira V

     "PCL"  means  Permira  Capital   Limited,   registered  in  Guernsey  under
registered number 42908.

     "Permira" or "Permira Entities" means the international network of entities
providing  management,  advisory or  consultancy  services to, or conducting the
business of designing,  managing or advising,  private equity and other funds or
products under the overall business name "Permira"

                                       89

     "Permira  Europe  Funds"  means  Permira  Funds known as Permira  Europe I,
Permira Europe II, Permira Europe III and Permira IV

     "Permira  IV" means the Permira  Fund to be  established  as a follow on or
successor fund to the Permira Fund known as Permira Europe III

     "Permira V" means the fund to be  established  as a follow on or  successor
fund to Permira IV

     "Permira  Funds" means those  private  equity  funds or products  designed,
managed or advised by any  Permira  Entity from time to time in respect of which
equity funding is obtained, or to be obtained, in whole or in part, from persons
other than Permira  Entities  (ignoring  for this purpose  certain  preferential
investors)

     "Permira  Product" means any fund or product  (excluding  Permira Funds but
including,  for the  avoidance  of doubt,  debt or  mezzanine  funds)  designed,
managed or advised by any Permira  Entity from time to time, in respect of which
equity funding is obtained, or to be obtained, in whole or in part, from persons
other than Permira  Entities  (ignoring  for this purpose  certain  preferential
investors)

     "PHL"  means  Permira  Holdings  Limited,   registered  in  Guernsey  under
registered number 40432.

     "SVG  Capital  Group"  means  SVG  Capital  plc  and its  subsidiaries  and
subsidiary  undertakings  (including  for this purpose the Platinum  Trust) from
time to time, or any of them

     "SVG  Products"  means any private  equity fund or product,  any structured
fund or product or any other fund or product for quoted or  unquoted  investment
(including,  without  limitation,  any fund of funds),  in each case  managed or
advised by any  member of the SVG  Capital  Group from time to time  (including,
without  limitation,  P123, P1234 and Sapphire 4) for so long as a member of the
SVG Capital Group is the adviser thereto or manager thereof

     Operating Agreement

     On March 21, 2005 SVG Capital  entered into an agreement  with PHL pursuant
to which the parties agreed to a number of  undertakings.  On the same date, SVG
Capital also entered into an agreement  with certain other  Permira  Entities in
which they gave similar undertakings to SVG Capital.

     The Operating Agreement requires that, subject to the exceptions set out in
paragraph  (ii)  below,  investments  made by the SVG  Capital  Group in private
equity funds and products for direct  investment  (not including funds of funds)
will be made in Permira Funds or Permira Products (or otherwise with the consent
of PHL).  Subject  thereto,  and to the limits described in paragraphs (iii) and
(iv)  below,  the SVG  Capital  Group  may  invest  in SVG  Products  and  other
non-Permira funds and products.

                                       90

     SVG Capital's principal undertakings

     The Company has agreed, inter alia, that:

     (i)  it,  or  another  member  of the SVG  Capital  Group,  through  direct
investment or through SVG Products,  will,  subject to the cash flow projections
of the SVG Capital Group at the relevant time, due diligence, agreement on terms
and approval  from the board of  directors of the Company or relevant  member of
the SVG Capital Group or SVG Product,  make  contributions  and  commitments  to
Permira IV. The Company  also  expects,  in a similar  manner to that  described
above,  to make  contributions  and  commitments to Permira V (when that fund is
raised by Permira);

     (ii) save for the following:
     (a) performing the commitments and  contributions  to SV Investment Fund II
     and SV Life  Sciences  Fund IV described in the letter from the Chairman of
     SVG Capital in Part I of this document;
     (b) performing all other Existing Fund Commitments;
     (c) making commitments and contributions to any Japan Fund; and
     (d) the temporary  warehousing,  within certain limits,  of investments for
     any  structured  products  designed by the SVG  Capital  Group prior to the
     final closing of that structured product,

the Company  will not make,  and will  procure  that no other  member of the SVG
Capital Group makes,  any  investments  in private  equity funds or products for
direct  investment,  other  than  investments  made in  Permira  Funds,  Permira
Products  or with the  consent of PHL.  This  restriction  does not apply to SVG
Products,  which may  continue  to invest  in any funds and  products.  However,
neither the Company nor any other  member of the SVG Capital  Group will be able
to make  investments  in or  commitments  to any SVG Product that,  save for the
exceptions  referred to above,  makes  investments in any private equity fund or
product for direct investment other than in Permira Funds or Permira Products;

     (iii) it will  operate with the  intention  that,  following  the making of
commitments by SVG Capital or another member of the SVG Capital Group to Permira
IV, no more than 20 per cent.  of the gross assets and uncalled  commitments  of
the SVG  Capital  Group will be in SVG  Products or other  non-Permira  funds or
products  (subject  to  certain  limited  exceptions  such as Japan  Funds,  the
commitments and contributions to SV Investment Fund II and SV Life Sciences Fund
IV and temporary  warehousing  referred to above and Existing Fund Commitments);
and

     (iv) once SVG Capital or another member of the SVG Capital Group has made a
commitment  to  Permira  IV, no more than 25 per cent.  of the gross  assets and
uncalled  commitments  of the SVG  Capital  Group  (calculated  at the time each
relevant  investment is made) will be in SVG Products or other non-Permira funds
or products  (subject to certain  limited  exceptions  such as Japan Funds,  the
commitments and contributions to SV Investment Fund II and SV Life Sciences Fund
IV referred to above and Existing Fund Commitments).

     PHL's principal undertakings

     PHL has agreed,  inter alia, that it will not permit any fund or product to
be established using the name "Permira", or provide any information,  assistance
(including  by  acting as  general  partner)  or advice to any fund or  product,
unless:

                                       91

     (a) that fund or product gives advance notice of the launch of that fund or
product to SVG Capital and,  subject to agreement on terms and the compliance by
SVG  Capital  with  certain  procedural  matters  relating to the making of that
commitment,  accepts  any  commitment  that SVG  Capital,  any member of the SVG
Capital Group or any SVG Product wishes to make to that fund or product;

     (b) subject to certain limited  exceptions,  SVG Capital has 'most favoured
nation'  status in respect of the terms of  investment  in the relevant  fund or
product; and

     (c) in respect of Permira IV and Permira V, SVG  Capital has the right,  in
priority to Permira (save for certain limited  exceptions for Permira vehicles),
to design,  launch,  manage and advise structured equity products around Permira
IV and  Permira  V. PHL has also  agreed  to  provide  certain  information  and
assistance in respect of such SVG Products.

     Certain other Permira Entities have also agreed not to provide information,
assistance  (including by acting as a general  partner) or advice to any fund or
product unless the requirements described above are met.

     PHL and certain  other  Permira  Entities  have also agreed not to set up a
publicly  traded  permanent  capital  vehicle  except in  certain  very  limited
circumstances  and,  in any  case,  not to set up a  publicly  traded  permanent
capital vehicle that competes with SVG Capital for investors.

     Permira director

     SVG Capital  and PHL have  agreed that PHL will have the right,  subject to
the fiduciary  duties of the Directors,  to have an appropriate  Permira partner
appointed to the Board whilst the Operating  Agreement remains in force. PHL has
nominated  Damon Buffini to be the first such Director and his  appointment as a
Director was approved at the AGM held on April 25, 2005.

     Term and termination

     Subject  to  earlier  termination  in  accordance  with  the  terms  of the
agreement, the Operating Agreement will terminate on the date on which the first
closing of Permira V occurs if none of SVG Capital,  any other member of the SVG
Capital  Group or any SVG Product  makes any  commitment to Permira V or, if SVG
Capital,  any other member of the SVG Capital  Group or any SVG Product does so,
the date of final  closing of that fund.  Permira V is currently  expected to be
raised in 2011/2012.

     Each of PHL and SVG Capital may terminate the Operating  Agreement if there
is a change of control of the other, there is a material breach of the agreement
by the other,  either Permira IV or Permira V is not raised by agreed  long-stop
dates and in certain other specified circumstances.

     Subscription Agreement

     On March 21, 2005 the Company  entered into an agreement  with PCL pursuant
to which the Company issued 6 million New Shares to PCL at a subscription  price
of 600 pence per New Share.

                                       92

     The  total  subscription  price  paid  by  PCL  to the  Company  under  the
Subscription Agreement was GBP36.0 million. This amount was paid upon completion
of the allotment of the New Shares to PCL.

     PCL has  agreed to a lock-up  in  respect  of the New Shares for the period
from completion of the Subscription Agreement until termination of the Operating
Agreement  (or, if earlier,  if the Permira  partner  appointed  to the Board is
removed  and,  save in certain  circumstances,  SVG  Capital  does not appoint a
Permira  partner  nominated  by PHL to the Board in his place within a specified
period). Accordingly,  subject to certain limited exceptions, PHL has agreed not
to dispose of any of its interest in the New Shares during this period.

     Facility Agreement

     The Company,  Barings (Guernsey) Limited, as trustee of the Platinum Trust,
The  Governor and Company of The Bank of Scotland and The Royal Bank of Scotland
plc entered into the Facility Agreement on September 24, 2004.

     Please  see "Item 5 -  Operating  and  Financial  Review  and  Prospects  -
Liquidity and Capital  Resources - Facility  Agreement" for a description of the
Facility Agreement.

     Except as disclosed in this Item,  there are no material  contracts  (other
than contracts  entered into in the ordinary course of business) which have been
entered into by the Company within the two years immediately  preceding the date
of this document and there are no other contracts (other than contracts  entered
into in the  ordinary  course of  business)  entered  into by the Company  which
contain any provision  under which the Company has any obligation or entitlement
which is material to the Company as of December 31, 2004.

D.   Exchange Controls

     Limitations  Imposed by the Laws of the United Kingdom.  While there are no
governmental  laws,  decrees or  regulations in the United Kingdom that directly
restrict the export or import of capital  (including  foreign exchange controls)
or that  affect the  remittance  of  dividends,  interest  or other  payments to
non-resident holders of the Company's securities, certain transactions involving
the issue or  transfer of shares or  debentures  of foreign  subsidiaries  of UK
companies require the consent of the UK Treasury. The laws of the United Kingdom
do not impose any  limitations on the right of non-resident or foreign owners to
hold or vote in connection with the Company's securities.

     Limitations  Imposed by the Company's Charter Documents and the Trust Deed.
The Ordinary  Shares were offered in the United States  pursuant to an exemption
from  registration  under  Section  4(2) of the  Securities  Act,  Regulation  D
thereunder,  and exemptions under applicable state laws. Accordingly,  all share
certificates  initially  issued  to  U.S.  investors  bear  appropriate  legends
addressing restrictions on transfer.  These restrictions include a limitation on
the number of U.S. persons who have acquired  securities of the Company from the
Company  or its  agents  or  affiliates  ("Direct  Purchasers")  or who are U.S.
resident transferees of Direct Purchasers to no more than 75.

     The Company also will have the right to require the transfer of  securities
to the extent  necessary  to maintain at 75 or fewer the number of U.S.  persons
beneficially  owning its securities who acquired such securities either from the
Company or its agents or affiliates or from any U.S. resident transferee of such
Direct Purchasers.  In addition,  the Company will have the right to require the
transfer of its securities if the Directors become aware that the securities may
be held or owned by any person or persons whose holding or ownership  might,  in
the determination of the Board:

                                       93

     (i)  cause a  pecuniary  or tax  disadvantage  to the  Company or any other
          holder of Company securities; or

     (ii) require a registration  of the Company as an investment  company under
          the Investment Company Act.

     Further,  the Company's Memorandum of Association requires the Directors to
direct the transfer of the  Company's  securities  if they become aware that the
securities  may be held or owned by a pension or other  benefit  plan subject to
Title I of the United States Employee Retirement Income Security Act of 1974, as
amended ("ERISA") and in the opinion of the Directors,  the Company's assets may
be considered  "plan  assets"  within the meaning of  regulations  adopted under
ERISA.

     The Company has not  registered  under the  Exchange Act for the purpose of
facilitating  secondary  market  trading with respect to its  securities  in the
United  States,  and the Company  does not intend,  directly or  indirectly,  to
facilitate such secondary market activity.

E.   Taxation

     Investment Trust Status.


     The current  conditions  for a company to be approved by the Inland Revenue
as an investment  trust are set forth in Section 842. In order to be approved as
an  investment  trust for U.K.  tax  purposes,  the Company must comply with the
following  conditions  throughout  each of the  accounting  periods for which it
seeks such approval:

     (i)  the  Company  must not be a close  company  as  defined  for U.K.  tax
          purposes;
     (ii) the Company must be resident in the U.K. for U.K. tax purposes;
     (iii)the  Company's  income  must  consist  wholly or  mainly of  "eligible
          investment income," meaning,  in the context of the Company,  that its
          income must be derived wholly or mainly from shares or securities;
     (iv) the Company must not acquire  shares or  securities in any one company
          if such shares or securities  (taken  together)  would  represent more
          than  15% of the  Company's  investments  by  value  at  the  time  of
          acquisition. For this purpose, unit trusts will normally be treated as
          companies  and units  therein as shares of such  companies.  There are
          also special rules under which all of the Company's holdings of shares
          or  securities in a group (as defined for the purposes of Section 842)
          will be aggregated  and treated as one holding in a single company for
          the purposes of this condition.  Further, if the Company's interest in
          a company or group increases due to additional  investment  being made
          in that  company or in any member of that group,  the entire  interest
          will be treated as having been  acquired at the time of the  increased
          investment for the purposes of satisfying the above condition;
     (v)  the shares  making up the  Company's  ordinary  share  capital must be
          listed in the Official List and admitted to trading on the LSE;
     (vi) the   distribution   as  dividends  of  surpluses   arising  from  the
          realization  of  investments  must  be  prohibited  by  the  Company's
          memorandum or Articles of Association; and
     (vii)The Company must not retain more than 15% of its  eligible  investment
          income,  meaning in the  context of the  Company the income it derives
          from shares and securities.

                                       94

          Whether or not the  Company is  approved  in respect of an  accounting
     period can only be determined retrospectively. There can be no guarantee in
     advance  that the Company  will be  approved  in respect of any  accounting
     period. In the event the Company is not approved as an investment trust for
     U.K.  tax  purposes,  there would be no direct  U.K.  tax  consequences  to
     investors in the Company. The consequence for the Company itself,  however,
     would be that it would be liable for U.K.  corporation  tax on its realized
     capital gains.

          The last  accounting  period for which the Company has been treated as
     approved by the Inland  Revenue as an  investment  trust is the  accounting
     period ended on December 31, 2002.  The Directors  believe that the actions
     which the Company has already  taken,  and those which it proposes to take,
     should together enable the Company to continue to satisfy the conditions of
     Section 842 for accounting  periods commencing after December 31, 2002. See
     "Item 4. Information on the Company - Business Overview."

          The  Company  will not be liable for U.K.  corporation  tax on capital
     gains realized during any accounting  period for which it is approved as an
     investment trust.  However, the Company will be liable for U.K. corporation
     tax on its income in each of its accounting periods. Certain investments in
     Investee  Companies will be held by the Company  through  Delaware  limited
     partnerships. As long as the Inland Revenue maintains its current view, the
     disposition of Investee Companies held though Delaware limited partnerships
     should be treated as giving rise to proceeds of a capital nature. There can
     be no assurances, however, that the Inland Revenue will not change its view
     of  Delaware  limited  partnerships,  which  could  cause the Company to be
     treated  as  realizing  income  (rather  than  capital   proceeds)  upon  a
     realization of an interest in an Investee Company which is so held.

          Income and Capital Gains Recognition.

          It is intended that the Company's  income will be derived  mainly from
     shares and securities.  A significant  portion of the Company's  income and
     capital gains is expected to derive from future distributions in respect of
     its   investments  in  the  Funds.   The  Company  will  account  for  such
     distributions by references to the underlying source of such distributions.
     The Directors  expect that  distributions  to the Company in respect of its
     investments will consist principally of the net proceeds of realizations of
     investments  held by the Funds and,  therefore,  will be treated as capital
     gains rather than as ordinary income.

          Distributions  receivable by the Company  which arise from  dividends,
     interest, and other revenue items received by the Funds will be credited to
     the Company's revenue account when such income  distributions are declared.
     Investment  income  arising from directly held  investments  of the Company
     will,  in the case of  dividends,  be  included as revenue in the period in
     which the due date for payment of the  dividend  arises and, in the case of
     interest  income,  together  with  interest  payable and all other  revenue
     expenses, be treated on an accruals basis. The proceeds, net of costs, from
     any realization of the Company's investments, including distributions to it
     in respect of its investments  which arise from realizations of investments
     held by the Funds, will be credited,  when declared, to a non-distributable
     capital reserve.

                                       95

     Dividend Policy.

     In  order  to  comply  with  the  current  conditions  for  approval  as an
investment  trust for U.K.  tax  purposes,  the  Company  is  prohibited  by its
Articles of Association  from  distributing  as dividends any capital  surpluses
arising from the realization of its investments. Accordingly, any dividends paid
by the Company will be funded out of its revenue  account.  It is intended  that
the Company will make sufficient  dividend payments to ensure that it is able to
meet the current  conditions  for approval as an  investment  trust for U.K. tax
purposes.  The  Directors  expect that any  returns for holders of the  Ordinary
Shares  will derive  primarily  from the capital  appreciation  of the  Ordinary
Shares rather than from their dividend income.

     Tax Treaty Between the United Kingdom and the United States.

     A U.S.  investor in Ordinary Shares that is a U.S. Holder (as defined below
under  "United  States  Taxation")  entitled  to the  benefits of the double tax
treaty  between the U.S. and the U.K. (the  "Treaty") and that does not hold the
Ordinary  Shares as part of a  permanent  establishment  located  in the  United
Kingdom  will be entitled to certain  benefits  under the Treaty with respect to
the receipt of dividends on the Ordinary  Shares.  Capital gains realized on the
disposition of such a U.S.  investor's  investments in the Ordinary  Shares will
not be subject to tax in the U.K.  While the Treaty allows the United Kingdom to
tax dividend  distributions  paid to U.S. Holders,  the Treaty limits to 15% the
rate of tax that may apply to such  distributions.  The Company is not currently
required  to  withhold  at  source  any  amount  in  respect  of UK tax from any
distribution paid by the Company.

United States Taxation

     General

     The  following  is  a  statement  of  material  U.S.   federal  income  tax
considerations  for  investors  in  Ordinary  Shares that are U.S.  Holders,  as
defined below,  and is based upon existing U.S. federal income tax law, which is
subject to change,  possibly  with  retroactive  effect.  This  summary does not
discuss all aspects of U.S.  federal  income  taxation  that may be important to
particular investors in light of their individual investment circumstances, such
as investors subject to special tax rules,  including:  financial  institutions,
insurance companies,  broker-dealers,  tax-exempt organizations, persons subject
to the alternative  minimum tax,  persons that will hold Ordinary Shares as part
of a straddle,  hedge,  conversion,  or constructive  sale, or other  integrated
transaction  for U.S.  federal  income tax  purposes  or that have a  functional
currency other than the U.S.  dollar,  or holders of 10% or more of the Ordinary
Shares,  by vote or value,  all of which may be subject to tax rules that differ
significantly  from those summarized  below. In addition,  this summary does not
discuss any foreign,  or U.S. state or local, tax  considerations.  This summary
assumes that investors will hold their Ordinary  Shares as "capital  assets" for
U.S.  federal income tax purposes.  Investors  should consult with their own tax
advisors regarding the U.S. federal, state and local, as well as foreign, income
and other tax  considerations  of the purchase,  ownership,  and  disposition of
Ordinary Shares.

     For purposes of this  summary,  a "U.S.  Holder" is a  beneficial  owner of
Ordinary Shares that is, for U.S. federal income tax purposes, (i) an individual
who is a citizen or resident of the United States, (ii) a corporation,  or other
entity that is taxable as a corporation,  created or organized under the laws of
the United States or any state or political  subdivision  of the United  States,
(iii) an estate  the  income of which is  includible  in gross  income  for U.S.
federal  income  tax  purposes  regardless  of its  source,  or (iv) a trust the
administration of which is subject to the primary  supervision of a court in the
United  States  and for which one or more U.S.  persons  have the  authority  to
control  all  substantial  decisions,   or  which  elects  under  U.S.  Treasury
regulations  to be treated as a U.S.  person.  If a partnership  holds  Ordinary
Shares, the U.S. federal income tax treatment of a partner will generally depend
upon the status of the partner and the activities of the partnership.

                                       96

     Taxation of Dividends

     Subject to the discussion under "Passive Foreign Investment Company Status"
below,  distributions to U.S.  Holders will constitute  dividend income for U.S.
federal income tax purposes to the extent such  distributions  are made from the
Company's  current  or  accumulated  earnings  and  profits,  as  determined  in
accordance with U.S.  federal income tax principles.  Such dividends will not be
eligible  for  the  dividends-received   deduction  otherwise  allowed  to  U.S.
corporations in respect of dividends received from other U.S. corporations.  The
amount of any such dividend will be the U.S.  dollar value of the British pounds
sterling  received,  determined at the spot British pound / U.S. dollar exchange
rate on the date  such  distribution  is  includible  in the  income of the U.S.
Holder,  regardless of whether the  distribution  is in fact converted into U.S.
dollars at that time.  Any gain or loss  recognized  upon a  subsequent  sale or
conversion  of  pounds  sterling  for a  different  amount  will be U.S.  source
ordinary income or loss.

     Subject to the discussion under "Passive Foreign Investment Company Status"
below, to the extent that the amount of any  distribution  exceeds the Company's
current and  accumulated  earnings  and profits,  it will be treated  first as a
tax-free  return of the U.S.  Holder's tax basis in its  Ordinary  Shares to the
extent  thereof,  and then as  capital  gain.  The  Company  does  not  maintain
calculations of earnings and profits in accordance with U.S.  federal income tax
principles.  Dividends  paid  by the  Company  will  constitute  foreign  source
dividend income for U.S. federal income tax purposes, which may be relevant to a
U.S.  Holder in calculating  such holder's  foreign tax credit  limitation  with
respect to foreign taxes paid or accrued by such U.S. Holder. Under the Internal
Revenue Code of 1986, as amended (the "Code"),  the  limitation on foreign taxes
eligible for credit is calculated separately with respect to specific classes of
income.  For this  purpose,  dividends  paid by the Company  will  generally  be
"passive"  income  or,  in the case of  certain  holders,  "financial  services"
income.


     Taxation on Sale, Exchange or Other Disposition of Ordinary Shares

     Subject to the discussion under "Passive Foreign Investment Company Status"
below, a U.S. Holder will recognize capital gain or loss for U.S. federal income
tax purposes on a sale,  exchange or other  disposition of Ordinary Shares equal
to the difference  between the U.S.  dollar value of the amount realized and the
U.S.  Holder's  adjusted  basis  (determined  in U.S.  dollars) in the  Ordinary
Shares. A U.S.  Holder's adjusted basis in the Ordinary Shares will generally be
equal to the U.S.  dollar  cost of the  Ordinary  Shares and reduced by the U.S.
dollar amount of any  distribution  that is treated as a return of capital.  Any
such gain or loss will generally be from sources within the United States. Under
U.S.  federal income tax law,  capital gains may be taxed at lower U.S.  federal
income tax rates than ordinary income for certain  non-corporate  U.S.  Holders.
The deductibility of capital losses is subject to limitations.

     Any gain or loss resulting from currency exchange  fluctuations  during the
period  from the date of the receipt of  proceeds  from sale,  exchange or other
disposition  to the date such proceeds are converted  into U.S.  dollars will be
treated as U.S. source ordinary income or loss.

                                       97

     Passive Foreign Investment Company Status

     In general, a non-U.S. corporation such as the Company is a passive foreign
investment  company  ("PFIC") for U.S.  federal  income tax purposes if, for any
taxable year,  either (i) at least 75% of its gross income is passive  income or
(ii) at least 50% of the value,  determined on the basis of a quarterly average,
of its  assets  produce or are held for the  production  of  passive  income.  A
corporation  that owns  (directly or  indirectly) at least 25% (by value) of the
stock of another  corporation takes into account its proportionate  share of the
owned  corporation's  assets and income in applying the asset and income  tests.
The  Company  expects to be  classified  as a PFIC for U.S.  federal  income tax
purposes.

     Under the PFIC rules, unless a U.S. Holder makes either a "QEF election" or
a  "mark-to-market  election," each as described  below, the U.S. Holder will be
subject to special,  usually punitive taxation rules with respect to any "excess
distribution" by the Company (defined as the U.S.  Holder's (i) ratable share of
distributions  (including return of capital distributions) in any year after the
first taxable year in which the shareholder's holding period begins that exceeds
125% of the "average  annual  distribution"  received by such U.S. Holder in the
three preceding years (or the U.S. Holder's holding period, if shorter) and (ii)
the entire amount of any gain realized on the sale or other  disposition of PFIC
shares.  Average annual  distributions for prior years are computed by excluding
the "excess  distribution"  portion of any  distributions  in those prior years.
Under the special taxation rules, an excess distribution or gain will be treated
as ordinary income and will be subject to tax as if (i) the excess  distribution
or gain had been realized ratably over the U.S.  Holder's  holding period,  (ii)
the amount  deemed  realized in each prior year had been  subject to tax in that
prior year of that holding  period at the highest  applicable  tax rate for such
year, and (iii) the interest charge generally applicable to underpayments of tax
had been imposed on the additional taxes thus deemed to have been payable in all
years prior to the year in which the excess  distribution  or gain was  actually
realized.  For  purposes of the  foregoing  rules,  a U.S.  Holder who uses such
Ordinary  Shares as  security  for a loan will be treated as having  disposed of
such Ordinary Shares.

     The tax  consequences  described  above may be avoided if a U.S.  Holder is
eligible for and timely  makes an election  either (i) to treat the Company as a
"qualified  electing fund" ("QEF") or (ii) to mark the Company's Ordinary Shares
to market, each as described below.  Generally, a QEF election should be made on
or before the due date for filing a U.S.  Holder's federal income tax return for
the  first  taxable  year for which it held  Ordinary  Shares.  If a timely  QEF
election is made, an electing  U.S.  Holder will be required to include in gross
income such  holder's pro rata share of our ordinary  earnings and to include as
long-term  capital gain such holder's pro rata share of our net capital gain for
the  taxable  year,  whether  or not any of our  income is  distributed  to U.S.
Holders in such year. If the Company does not  distribute all of its earnings in
a taxable year, a U.S.  shareholder  making a QEF election may also be permitted
to elect to  defer  payment  of some or all of the  taxes on the  QEF's  income,
subject to an interest charge on the deferred amount.  Inclusions denominated in
British  pounds  are  translated  into US dollars by  reference  to the  average
exchange rate for the corporation's  taxable year. Although a later distribution
of a previously  taxed inclusion is not separately  taxable,  it may result in a
foreign  currency  gain or loss to the extent of  movements  in  exchange  rates
between the time of the inclusion and the time of the distribution.  The Company
intends to provide,  upon request,  the  information  required for U.S.  federal
income tax purposes to permit U.S. Holders to make a QEF election.

     Generally,  a U.S.  shareholder of "marketable  stock" under the PFIC rules
may be able to avoid the  application  of the interest  charge  rules  described
above by making a "mark-to-market election." As with a QEF election,  generally,
a mark-to-market  election should be made on or before the due date for filing a
U.S.  Holder's federal income tax return for the first taxable year for which it
held  Ordinary  Shares.  A  valid  mark-to-market  election  terminates  any QEF
election  effective for the first year of the  mark-to-market  election applies.
The Ordinary  Shares will be treated as marketable  stock if (i) the exchange on
which the  Ordinary  Shares are traded  (the LSE) has trading  volume,  listing,
financial  disclosure,  surveillance and other requirements  designed to prevent
fraudulent and  manipulative  acts and practices,  to remove  impediments to and
perfect  the  mechanism  of a free and open,  fair and  orderly  market,  and to
protect investors, (ii) the laws of the country in which the exchange is located
and the  rules of the  exchange  ensure  that  such  requirements  are  actually
enforced,  (iii) the rules of the exchange effectively promote active trading of
listed  stocks,  and  (iv) the  Ordinary  Shares  are  actively  traded  on that
exchange, meaning that they are traded other than in de minimis quantities on at
least 15 days during each calendar quarter.  If the  mark-to-market  election is
available,  a U.S. Holder making the election would include as ordinary  income,
for each taxable  year during  which such stock is held,  an amount equal to the
increase in value of the U.S. Holder's Ordinary Shares (measured as of the close
of the U.S.  Holder's  taxable year) and any additional  gain on the sale of the
Shares,  and would be allowed a deduction  for any  decrease in the value of its
Shares  for  the  year,   but  only  to  the  extent  of   previously   included
mark-to-market income.

                                       98

     Whether or not the QEF or mark-to-market  elections are made, a U.S. Holder
of PFIC stock must annually file IRS Form 8621.

     Information Reporting and Backup Withholding

     Dividend  payments  with respect to Ordinary  Shares and proceeds  from the
sale,  exchange or redemption of Ordinary  Shares may be subject to  information
reporting  to the IRS and  possible  U.S.  backup  withholding.  The U.S  backup
withholding rate is currently 28%. Backup  withholding will not apply,  however,
if the  beneficial  owner  of  Ordinary  Shares  furnishes  a  correct  taxpayer
identification  number or provides  under  penalties of perjury a certificate of
foreign status or otherwise  establishes  an exemption from backup  withholding.
Amounts  withheld under the backup  withholding  rules may be credited against a
beneficial  owner's federal income tax liability,  and the beneficial  owner may
obtain a refund of any excess amounts withheld by filing a claim for refund with
the IRS.

F.   Dividends and Paying Agents

     Not applicable to this Form 20-F.

G.   Statement by Experts

     Not applicable to this Form 20-F.

H.   Documents on Display

     It is possible to read and copy documents referred to in this annual report
on Form 20-F that have been  filed  with the SEC at the SEC's  public  reference
room located at 450 Fifth Street,  NW, Washington,  D.C. 20549.  Please call the
SEC at 1-800-SEC-0330 for further  information on the public reference rooms and
their copy  charges.  The  Company's  SEC  filings  since May 22,  2002 are also
publicly available through the SEC's website located at http://www.sec.gov.

                                       99

I.   Subsidiary Information

     Not applicable to this Form 20-F.

Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     A summary of the main risks  faced by the  Company  are shown in Note 29 in
"Item 17. Financial Statements."

Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

     Not applicable to this Form 20-F.

PART II

Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

Item 14. MATERIAL  MODIFICATIONS  TO THE RIGHTS OF SECURITY HOLDERS AND USE
         OF PROCEEDS

None.

Item 15. CONTROLS AND PROCEDURES

     (a) Our principal  executive  officer and principal  financial officer have
conducted an  evaluation of the  effectiveness  of our  disclosure  controls and
procedures as of the end of the period covered by this annual  report.  Based on
that evaluation, the principal executive officer and principal financial officer
concluded that such controls and  procedures  were  satisfactory  to ensure that
material   information   regarding  our  company,   including  our  consolidated
subsidiaries,  was made known to such officers by others within those  entities,
particularly during the period in which this annual report was being prepared.

     (b) There have not been significant  changes in the  registrant's  internal
control over financial reporting that occurred during the period covered by this
annual  report  that  have  materially  affected,  or are  reasonably  likely to
materially affect, the registrant's  internal control over financial  reporting.
There  have  not  been   significant   changes  in  other   factors  that  could
significantly  affect these controls subsequent to the date of their evaluation,
nor were there any significant deficiencies or material weaknesses that required
the Company to take any corrective actions.

Item 16. [RESERVED]

Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT

     Our board of directors has determined  that C.  Sinclair,  a member and the
Chairman of the Audit Committee, is the audit committee financial expert.

Item 16B. CODE OF ETHICS

     The Company is reviewing its governance  arrangements in response to recent
changes to the U.K.  Listing Rules and, as part of this review,  has developed a
Code of  Ethics  that is  applicable  to our  principal  executive  officer  and
principal financial officer.

                                      100

Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Our principal independent auditor is Ernst & Young LLP.

Fees and Services

     During the years ended June 30,  2002,  December  31, 2003 and December 31,
2004, and the 6-month period ended December 31, 2002, we paid the following fees
for professional services to Ernst & Young:

<TABLE>
<CAPTION>

----------------------- ---------------------- ------------------- -------------------- ------------------
                               Year Ended          Year Ended        Six Months Ended       Year Ended
                           December 31, 2004    December 31, 2003    December 31, 2002     June 30, 2002
<S>                              <C>                    <C>                <C>                  <C>
----------------------- ----------------------------------------------------------------------------------
                                                       (GBP in thousands)
----------------------- ----------------------------------------------------------------------------------
Audit Fees                       95                    50                  51                  89
----------------------- ---------------------- ------------------- -------------------- ------------------
Audit-Related Fees               --                    --                  --                  21
----------------------- ---------------------- ------------------- -------------------- ------------------
Tax Fees                         12                    --                  --                  --
----------------------- ---------------------- ------------------- -------------------- ------------------
All Other Fees                   --                    --                  --
----------------------- ---------------------- ------------------- -------------------- ------------------
Total                            107                   50                  51                  110
----------------------- ---------------------- ------------------- -------------------- ------------------
</TABLE>

     Audit-Related  Services comprise services provided in relation to the issue
of convertible bonds.

     Tax Services  have been  provided by Ernst & Young LLP to the US subsidiary
companies.

     Other Services have not been provided by Ernst & Young LLP.

     Our Audit  Committee is  responsible  for the oversight of our  independent
auditor's  work. Our Audit  Committee's  policy is to pre-approve  all audit and
non-audit  services provided by Ernst & Young.  These services may include audit
services, audit-related services and other services, as described above. In such
an event, the Audit Committee sets forth its pre-approval in detail, listing the
particular  services or  categories  of  services  which are  pre-approved,  and
setting  forth a specific  budget for such  services.  The Chairman of the Audit
Committee,  J.J.  McLachlan  until his retirement and C. Sinclair from April 25,
2005, may issue such a pre-approval.  Additional services may be pre-approved on
an individual basis.

     In  the  fiscal  year  ended  December  31,  2004,   our  Audit   Committee
pre-approved all audit and non-audit services provided by Ernst & Young LLP.

                                      101

Item 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.

Not applicable.

Item 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
         PURCHASERS

Not applicable.

                                    PART III


Item 17. FINANCIAL STATEMENTS

     The financial  statements  required by Item 17, together with the report of
Ernst & Young  thereon,  are included as follows on Pages F1 through F34 of this
report:

     Report of independent registered public accounting firm
     ........................................................................F-1
     Consolidated statement of total return for the years ended December 31,
       2004 and December 31, 2003, the six-months ended December 31, 2002 and
       2001 (unaudited) and the year ended  June 30, 2002
     ........................................................................F-2
     Consolidated balance sheets at  December 31, 2004 and December 31, 2003
     ........................................................................F-3
     Consolidated cash flow statements for the years ended December 31, 2004 and
        December 31, 2003, the six months ended December 31, 2002 and 2001
        (unaudited) and the year ended June 30, 2002
     ........................................................................F-4
     Notes to the accounts
     ........................................................................F-6

Item 18. FINANCIAL STATEMENTS

     Not applicable to this Form 20-F.

Item 19. EXHIBITS

     The following exhibits are filed as a part of this annual report:

<TABLE>
<CAPTION>

--------------- --------------------------------------------------------------------------------------- --------------
Exhibit                                             Exhibit Name
Number
<S>                                                   <C>                                                     <C>
--------------- --------------------------------------------------------------------------------------- --------------
1.1             Memorandum of Association                                                                    *
--------------- --------------------------------------------------------------------------------------- --------------
1.2             Articles of Association, as adopted on December 5, 2000                                    Filed
                                                                                                          herewith
--------------- --------------------------------------------------------------------------------------- --------------
2.1             Trust Deed, dated May 20, 2003, between the Company and The Law Debenture Trust            *****
                Corporation p.l.c.
--------------- --------------------------------------------------------------------------------------- --------------
2.2             First Supplemental Trust Deed, dated July 17, 2003, between the Company and The Law        *****
                Debenture Trust Corporation p.l.c.
--------------- --------------------------------------------------------------------------------------- --------------
2.3             Second Supplemental Trust Deed, dated July 21, 2003, between the Company and The Law       *****
                Debenture Trust Corporation p.l.c.
--------------- --------------------------------------------------------------------------------------- --------------
2.4             Third Supplemental Trust Deed, dated August 8, 2003, between the Company and The Law       *****
                Debenture Trust Corporation p.l.c.
--------------- --------------------------------------------------------------------------------------- --------------

                                      102

4.1             Deposit Agreement, dated November 30, 2000, between the Company and The Bank of New          **
                York
--------------- --------------------------------------------------------------------------------------- --------------
4.2             Services Agreement, dated March 16, 2001, between the Company and Schroder Ventures          **
                K.K. (Japan)
--------------- --------------------------------------------------------------------------------------- --------------
4.3             Services Agreement, dated March 16, 2001, between the Company and Schroder Capital           **
                Partners Limited (Asia)
--------------- --------------------------------------------------------------------------------------- --------------
4.4             Services Agreement, dated March 16, 2001, between the Company and Schroders &                **
                Associates Canada Inc. (Canada)
--------------- --------------------------------------------------------------------------------------- --------------
4.5             Services Agreement, dated March 16, 2001, between the Company and Schroder Ventures          **
                Life Sciences Advisers Limited (Life Sciences)
--------------- --------------------------------------------------------------------------------------- --------------
4.6             Services Agreement, dated March 16, 2001, between the Company and Schroder Venture           **
                Partners LLC (U.S.)
--------------- --------------------------------------------------------------------------------------- --------------
4.7             Services Agreement, dated March 16, 2001, among the Company, Schroder Ventures               **
                (London) Limited and Schroder Ventures Europe BV
--------------- --------------------------------------------------------------------------------------- --------------
4.8             Services Agreement, dated March 16, 2001, between Schroder Ventures (London) Limited         **
                and Schroder Ventures Limited
--------------- --------------------------------------------------------------------------------------- --------------
4.9             Services Agreement, dated March 16, 2001, between Schroder Ventures (London) Limited         **
                and Schroder Ventures Investments Limited
--------------- --------------------------------------------------------------------------------------- --------------
4.10            Services Agreement, dated March 16, 2001, between Schroder Ventures (London) Limited         **
                and Schroders plc
--------------- --------------------------------------------------------------------------------------- --------------
4.11            Fund of Funds Agreement, dated March 16, 2001, between Schroder Ventures (London)            **
                Limited and Schroder Investment Management (Ireland) Limited
--------------- --------------------------------------------------------------------------------------- --------------
4.12            Facility Agreement, dated September 24, 2004, between the Company,  Barings                Filed
                (Guernsey) Limited, The Governor and Company of The Bank of Scotland and The Royal        herewith
                Bank of Scotland plc
--------------- --------------------------------------------------------------------------------------- --------------
4.13            The Executive Share Option Plan                                                              **
--------------- --------------------------------------------------------------------------------------- --------------
4.14            Placing Agreement, dated October 3, 2003, between the Company and J.P. Morgan              *****
                Securities Limited
--------------- --------------------------------------------------------------------------------------- --------------
4.15            Operating Agreement, dated March 21, 2005, between the Company and Permira Holdings        Filed
                Limited                                                                                   herewith
--------------- --------------------------------------------------------------------------------------- --------------
4.16            Subscription Agreement, dated March 21, 2005, between the Company and Permira              Filed
                Capital Limited                                                                           herewith
--------------- --------------------------------------------------------------------------------------- --------------
8.1             List of Subsidiaries of the Company                                                          **
--------------- --------------------------------------------------------------------------------------- --------------
11.1            The Company's Code of Ethics                                                               Filed
                                                                                                          herewith
--------------- --------------------------------------------------------------------------------------- --------------
12.1            Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)                    Filed
                                                                                                          herewith
--------------- --------------------------------------------------------------------------------------- --------------
12.2            Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)                    Filed
                                                                                                          herewith
--------------- --------------------------------------------------------------------------------------- --------------
13.1            Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(b)                  Furnished
                                                                                                          herewith
--------------- --------------------------------------------------------------------------------------- --------------
13.2            Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(b)                  Furnished
                                                                                                          herewith
----------------------------------------------------------------------------------------------------------------------
</TABLE>

*  Incorporated  herein by reference to the Company's 2000 annual report on
      Form 20-F, filed with the Commission on January 16, 2001

** Incorporated  herein by reference to the Company's 2001 annual report on
     Form 20-F, filed with the Commission on November 8, 2001

                                      103

*** Incorporated herein by reference to the Company's 2002 annual report on
      Form 20-F, filed with the Commission on December 20, 2002

**** Incorporated  herein by reference to the Company's December 2002 transition
       report on Form 20-F, filed with the Commission on April 3, 2003

*****  Incorporated  herein by reference to the Company's  2003 annual report on
         Form 20-F, filed with the Commission on July 13, 2004

--------------------------------------------------------------------------------

                                      104





                                   SIGNATURES

     The registrant  hereby  certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized  the  undersigned
to sign this annual report on its behalf.

         SVG CAPITAL PLC
         (Registrant)


                   By:  /s/ John Spedding
                        John Spedding, for and on behalf of Schroder Investment
                        Management Limited, Secretaries


Date: July 11, 2005

                                      105




SVG Capital plc
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To: The Directors
    SVG Capital plc

We have audited the  consolidated  balance sheets of SVG Capital plc at December
31, 2004 and 2003, and the related  consolidated  statements of total return and
cash flows for the years ended  December 31, 2004 and 2003, the six months ended
December  31,  2002 and the year ended June 30,  2002.  These  accounts  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these accounts based on our audits.

We conducted our audits in accordance with United Kingdom auditing standards and
the standards of the Public Company Accounting  Oversight Board (United States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether the accounts are free from material  misstatement.  We
were not  engaged to perform an audit of the  Company's  internal  control  over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the accounts, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall accounts presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion,  the accounts  referred to above present fairly, in all material
respects, the consolidated financial position of SVG Capital plc at December 31,
2004 and 2003, and its consolidated total return and its consolidated cash flows
for the years ended  December 31, 2004 and 2003,  the six months ended  December
31,  2002 and the  year  ended  June  30,  2002 in  conformity  with  accounting
principles  generally  accepted in the United  Kingdom  which  differ in certain
respects  from those  generally  accepted  in the United  States (see Note 30 of
Notes to the Accounts).

Ernst & Young LLP
London, England
March 24, 2005, except for
Note 30 - Differences Between United Kingdom and
United States Generally Accepted Accounting Principles,
as to which the date is
July 11, 2005

                                       F1



SVG Capital plc
CONSOLIDATED STATEMENT OF TOTAL RETURN (Incorporating The Revenue Account)




<TABLE>
<CAPTION>


                                                             For the year ended               For the year ended
                                                              December 31, 2004                December 31, 2003
                                               Note        Revenue   Capital      Total    Revenue    Capital     Total
                                                            GBP000    GBP000     GBP000     GBP000     GBP000    GBP000
<S>                                             <C>            <C>       <C>        <C>        <C>        <C>        <C>
Realized gains on investments                   12               -    31,201     31,201          -     10,894     10,894
Unrealized gains on investments                 12               -    84,929     84,929          -     15,128     15,128
--------------------------------------------- -------  ----------- --------- ---------- ---------- ---------- ----------
Gains on investments                                             -   116,130    116,130          -     26,022     26,022
Foreign exchange gains on                                        -         -         12          -        938        938
  non-cash balances
Foreign exchange (losses)/gains on                            (75)        18       (57)        178      (630)      (452)
  cash balances
Income                                          2           11,171         -     11,171      6,857          -      6,857
Expenses                                       3/22        (9,932)     (928)   (10,860)    (7,642)    (3,357)   (10,999)
--------------------------------------------- -------  ----------- --------- ---------- ---------- ---------- ----------
Net return/(deficit) before finance                          1,164   115,232    116,396      (607)     22,973     22,366
  costs and taxation
Interest payable and similar charges            7          (5,980)         -    (5,980)    (5,106)          -    (5,106)
--------------------------------------------- -------  ----------- --------- ---------- ---------- ---------- ----------
Net (deficit)/return on ordinary                           (4,816)   115,232    110,416    (5,713)     22,973     17,260
  activities before taxation
Tax on ordinary activities                      9               72         -         72        182          -        182
--------------------------------------------- -------  ----------- --------- ---------- ---------- ---------- ----------
Net (deficit)/return on ordinary                           (4,744)   115,232    110,488    (5,531)     22,973     17,442
activities after taxation
Minority interest - equity                                     (2)      (84)       (86)          -       (66)       (66)
--------------------------------------------- -------  ----------- --------- ---------- ---------- ---------- ----------
(Deficit)/return on ordinary activities                    (5,531)   (4,746)    115,148    110,402    (5,531)     22,907
  after tax and minority interest
  attributable to equity shareholders (1)
Dividends                                       8                -         -          -          -          -          -
--------------------------------------------- -------  ----------- --------- ---------- ---------- ---------- ----------
(Deficit)/surplus transferred (from)/to                    (4,746)   115,148    110,402    (5,531)     22,907     17,376
reserves
--------------------------------------------- -------  ----------- --------- ---------- ---------- ---------- ----------
(Deficit)/return per ordinary share             10         (4.19)p   101.60p     97.41p    (5.32)p     22.02p     16.70p
(Deficit)/return per ordinary share -           10         (4.19)p    98.95p               (5.32)p     21.64p
diluted
</TABLE>



The revenue column is the consolidated profit and loss account of the group. All
revenue and capital items derive from continuing operations.  No operations were
discontinued in either period.
(1)  A summary of the significant  adjustments to return on ordinary  activities
     after tax and  minority  interest  for the  period  attributable  to equity
     shareholders  that would be required had US generally  accepted  accounting
     principles been applied  instead of those generally  accepted in the United
     Kingdom is set out in note 30.

The notes to the accounts form an integral part of these accounts.

                                       F2

SVG Capital plc
CONSOLIDATED STATEMENT OF TOTAL RETURN (Incorporating The Revenue Account)

<TABLE>
<CAPTION>

                                                                                          For the six months ended
                                                         For the six months ended             December 31, 2001
                                                            December 31, 2002                    (unaudited)
                                             Note       Revenue     Capital      Total   Revenue    Capital       Total
                                                         GBP000      GBP000     GBP000    GBP000     GBP000      GBP000
<S>                                          <C>            <C>         <C>        <C>       <C>        <C>         <C>
Realized gains on investments                 12              -      57,997     57,997         -      5,077       5,077
Unrealized losses on investments              12              -    (15,420)   (15,420)         -   (16,756)    (16,756)
------------------------------------------- -------  ---------- ------------ --------- ---------- ----------- ----------
Gains/(losses) on investments                                 -      42,577     42,577         -   (11,679)    (11,679)
Foreign exchange gains on                                     -       (901)      (901)         -          -           -
  non-cash balances
Foreign exchange gains/(losses) on                         (17)         591        574        26       (94)        (68)
  cash balances
Income                                        2           3,385           -      3,385     4,681          -       4,681
Expenses                                      3         (4,065)           -    (4,065)   (4,131)          -     (4,131)
------------------------------------------- -------  ---------- ------------ --------- ---------- ----------- ----------
Net (deficit)/return before finance                       (697)      42,267     41,570       576   (11,773)    (11,197)
  costs and taxation
Interest payable and similar charges          7         (1,523)           -    (1,523)     (276)          -       (276)
------------------------------------------- -------  ---------- ------------ --------- ---------- ----------- ----------
Net (deficit)/return on ordinary                        (2,220)      42,267     40,047       300    (11,773)   (11,473)
  activities before taxation
Tax on ordinary activities                    9              36           -         36     (122)          -       (122)
------------------------------------------- -------  ---------- ------------ --------- ---------- ----------- ----------
Net (deficit)/return on ordinary                        (2,184)      42,267     40,083       178    (11,773)   (11,595)
  activities after tax
Minority interest - equity                                  (1)          23         22       (1)          20         19
------------------------------------------- -------  ---------- ------------ --------- ---------- ----------- ----------
(Deficit)/return on ordinary activities                    177       (5,531)   42,290      40,105        177   (11,753)
 after tax and minority interest
 attributable to equity shareholders (1)
Dividends                                      8              -           -          -         -          -           -
--------------------------------------------- -----  ---------- ------------ --------- ---------- ----------- ----------
(Deficit)/surplus transferred (from)/to                 (2,185)      42,290     40,105       177    (11,753)   (11,576)
reserves
--------------------------------------------- -----  ---------- ------------ --------- ---------- ----------- ----------
(Deficit)/return per ordinary share            10       (2.14)p      41.35p     39.21p     0.17p   (11.49)p    (11.32)p
(Deficit)/return per ordinary share -          10       (2.14)p      41.35p                0.17p   (11.49)p
diluted
</TABLE>

The revenue column is the consolidated profit and loss account of the group. All
revenue and capital items derive from continuing operations.  No operations were
discontinued in the either year.
(1)  A summary of the significant  adjustments to return on ordinary  activities
     after  tax and  minority  interest  for the  year  attributable  to  equity
     shareholders  that would be required had US generally  accepted  accounting
     principles been applied  instead of those generally  accepted in the United
     Kingdom is set out in note 30.

The notes to the accounts form an integral part of these accounts.

                                       F3



SVG Capital plc
CONSOLIDATED STATEMENT OF TOTAL RETURN (Incorporating The Revenue Account)

<TABLE>
<CAPTION>

                                                                         For the year ended
                                                                            June 30 2002
                                                         Note       Revenue    Capital        Total
                                                                     GBP000     GBP000       GBP000
<S>                                                      <C>            <C>        <C>          <C>
Realized gains on investments                             12              -     11,914       11,914
Unrealized losses on investments                          12              -    (4,202)      (4,202)
------------------------------------------------------ ---------  --------- ----------- -----------
Gains on investments                                                      -      7,712        7,712
Foreign exchange gains on                                                 -           -
  non-cash balances                                                                              -
Foreign exchange (losses)/gains on                                        3                       5
  cash balances                                                                     42           4
Income                                                    2           7,674          -        7,674
Expenses                                                  3         (7,293)          -      (7,293)
------------------------------------------------------ ---------  --------- ----------- -----------
Net return/(deficit) before finance costs and                           384      7,754       8,138
taxation
Interest payable and similar charges                      7         (1,832)          -     (1,832)
------------------------------------------------------ ---------  --------- ----------- -----------
Net (deficit)/return on ordinary activities before                  (1,448)      7,754        6,306
taxation
Tax on ordinary activities                                9           (105)          -        (105)
------------------------------------------------------ ---------  --------- ----------- -----------
Net (deficit)/return on ordinary activities after                   (1,553)      7,754        6,201
taxation
Minority interest - equity                                              (2)         16           14
------------------------------------------------------ ---------  --------- ----------- -----------
(Deficit)/return on ordinary activities                             (1,555)      7,770       6,215
  after tax and minority interest
  attributable to equity shareholders (1)
Dividends                                                 8               -          -            -
------------------------------------------------------ ---------  --------- ----------- -----------
(Deficit)/surplus transferred (from)/to reserves                    (1,555)      7,770        6,215
------------------------------------------------------ ---------  --------- ----------- -----------
(Deficit)/return per ordinary share                       10        (1.52)p      7.60p        6.08p
(Deficit)/return per ordinary share - diluted             10        (1.52)p      7.60p
</TABLE>



The revenue column of this statement is the consolidated profit and loss account
of the group.  All revenue and capital items derive from continuing  operations.
No operations were discontinued in the year.
(1)  A summary of the significant  adjustments to return on ordinary  activities
     after tax and  minority  interest  for the  period  attributable  to equity
     shareholders  that would be required had US generally  accepted  accounting
     principles been applied  instead of those generally  accepted in the United
     Kingdom is set out in note 30.

The notes to the accounts form an integral part of these accounts.

                                       F4



SVG Capital plc

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                       At December 31      At December 31
                                                                                                 2004                2003
                                                                    Notes                      GBP000              GBP000

<S>                                                                   <C>                         <C>                 <C>
TANGIBLE FIXED ASSETS                                                  11                       1,161                 399
----------------------------------------------------------------- -------- --------------------------- -------------------

FIXED ASSET INVESTMENTS
Private equity funds and co-investments                                12                     688,198             560,287
UK listed equity funds                                                 12                      15,179               8,184
Money market instruments                                               12                      10,987              41,877
----------------------------------------------------------------- -------- --------------------------- -------------------
                                                                                              714,364             610,348
----------------------------------------------------------------- -------- --------------------------- -------------------

CURRENT ASSETS
Debtors                                                                14                       4,390               6,718
Cash at bank                                                                                   14,161               5,791
----------------------------------------------------------------- -------- --------------------------- -------------------
                                                                                               18,551              12,509
----------------------------------------------------------------- -------- --------------------------- -------------------

CURRENT LIABILITIES
Creditors: amounts falling due within one year                         15                     (7,764)             (8,111)
----------------------------------------------------------------- -------- --------------------------- -------------------
NET CURRENT ASSETS                                                                             10,787               4,398
----------------------------------------------------------------- -------- --------------------------- -------------------

----------------------------------------------------------------- -------- --------------------------- -------------------
Debtors: amounts falling due after more than one year                                              74                   -
----------------------------------------------------------------- -------- --------------------------- -------------------

TOTAL ASSETS LESS CURRENT LIABILITIES                                                         726,386             615,145

Creditors: amounts falling due after more than one year                16                    (49,479)            (88,108)

Minority interest - non-equity                                                                  (100)               (100)
Minority interest - equity                                                                      (404)               (319)

----------------------------------------------------------------- -------- --------------------------- -------------------
NET ASSETS                                                                                    676,403             526,618
----------------------------------------------------------------- -------- --------------------------- -------------------

CAPITAL AND RESERVES
Called up share capital                                                18                     122,530             112,655
Share premium account                                                  19                      72,622              43,114
Capital redemption reserve                                             20                       3,204               3,204
Share purchase reserve                                                 21                      92,054              92,054
Capital reserve                                                        22                     397,050             281,902
Revenue reserve                                                        23                    (11,057)             (6,311)

----------------------------------------------------------------- -------- --------------------------- -------------------
EQUITY SHAREHOLDERS' FUNDS                                             24                     676,403             526,618
----------------------------------------------------------------- -------- --------------------------- -------------------

Net asset value per ordinary share -undiluted                          25                      552.0p              467.5p
                                   -diluted                            25                      539.7p              458.7p

</TABLE>

The notes to the accounts form an integral part of these accounts.

                                       F5



SVG Capital plc

CONSOLIDATED CASH FLOW STATEMENTS

<TABLE>
<CAPTION>

                                                   For the year     For the year       For the six       For the six  For the year
                                                 ended December   ended December      months ended      months ended         ended
                                                       31, 2004         31, 2003      December 31,      December 31,      June 30,
                                                                                              2002              2001          2002
                                                                                                        (unaudited)
                                        Note             GBP000           GBP000            GBP000           GBP'000        GBP000
<S>                                      <C>                <C>              <C>               <C>               <C>            <C>
OPERATING ACTIVITIES
Income received on investments                            1,858              931               440             1,182         1,567
Bank interest received                                      409              424               228               227           454
Investment advisory fee income received                  10,563            4,442             1,857             3,468         5,047
Administrative expenses paid                            (10,262)          (8,068)           (2,433)           (3,626)        (7,279)
--------------------------------------- ----- ----------------- ---------------- ----------------- ----------------- --------------
Net cash inflow/(outflow) from            26              2,568           (2,271)               92             1,251           (211)
operating activities
--------------------------------------- ----- ----------------- ---------------- ----------------- ----------------- --------------

RETURN ON INVESTMENTS AND SERVICING OF FINANCE
Interest paid                                           (4,025)          (2,808)           (1,801)                -              -
Loan facility finance costs                             (1,198)          (2,361)             (634)              (64)          (550)
----------------------------------------- -------- ------------ ---------------- ----------------- ----------------- --------------
Net cash outflow from investments and servicing         (5,223)          (5,169)           (2,435)              (64)          (550)
of finance
----------------------------------------- -------- ------------ ---------------- ----------------- ----------------- --------------

TAXATION
UK tax (paid)/recovered                                    (27)             131                 -                 -              -
Overseas tax suffered                                       (4)              (8)              (24)             (122)          (117)
----------------------------------------- -------- ------------ ---------------- ----------------- ----------------- --------------
                                                           (31)             123               (24)             (122)          (117)
Total tax (paid)/recovered
----------------------------------------- -------- ------------ ---------------- ----------------- ----------------- --------------

CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Purchase of money market instruments                  (239,040)        (100,720)         (127,797)         (101,752)      (316,731)
Purchase of UK listed equity funds                      (4,699)          (7,477)                -                 -              -
Purchase of tangible fixed assets                       (1,004)            (221)              (34)             (310)          (311)
Calls paid                                            (159,477)        (110,737)         (122,677)          (53,697)       (77,474)
Sale of money market instruments                       270,012           73,052           144,494           102,165        311,001
Sale of UK listed equity funds                           1,394                -                 -                 -              -
Capital distributions received                         143,924           59,426           104,510            15,784         48,976
----------------------------------------- -------- ------------ ---------------- ----------------- ----------------- --------------
Net cash inflow/(outflow) from capital                  11,110          (86,677)           (1,504)          (37,810)       (34,539)
expenditure and financial investment
----------------------------------------- -------- ------------ ---------------- ----------------- ----------------- --------------

EQUITY DIVIDENDS PAID
Dividends                                                    -                -                 -            (1,841)        (1,841)
----------------------------------------- -------- ------------ ---------------- ----------------- ----------------- --------------
Total dividends paid                                         -                -                 -            (1,841)        (1,841)
----------------------------------------- -------- ------------ ---------------- ----------------- ----------------- --------------

FINANCING
Drawdown from loan facility               15                 -           39,996            25,110                 -              -
Repayment of loan facility                15                 -          (39,028)          (26,011)                -              -
Proceeds from ordinary share placing      19                 -           47,919                 -                 -              -
Issue and listing costs of ordinary shares                  (9)          (2,448)                -                 -              -
Proceeds from convertible bond issue      16                 -           49,797                 -            40,000         40,000
Issue and listing costs of convertible bonds                 -             (886)             (218)             (579)          (675)
-------------------------------------------------- ------------ ---------------- ----------------- ----------------- --------------
Net cash inflow/(outflow) from financing                     3           95,350           (1,119)            39,421         39,325
-------------------------------------------------- ------------ ---------------- ----------------- ----------------- --------------
NET CASH INFLOW                                          8,415            1,356           (4,990)               835          2,067
-------------------------------------------------- ------------ ---------------- ----------------- ----------------- --------------
</TABLE>

                                       F6



SVG Capital plc

CONSOLIDATED CASH FLOW STATEMENTS (continued)

<TABLE>
<CAPTION>

RECONCILIATION OF NET                           For the year      For the year      For the six       For the six    For the year
CASH FLOW TO MOVEMENT                                  ended             ended     months ended      months ended           ended
IN NET (DEBT)/FUNDS                             December 31,      December 31,     December 31,      December 31,        June 30,
                                                        2004              2003             2002              2001            2002
                                                                                                      (unaudited)
                                                      GBP000            GBP000           GBP000           GBP'000          GBP000
<S>                                                      <C>               <C>              <C>               <C>             <C>

Increase/(decrease) in cash during the period          8,415             1,356          (4,990)               835           2,067
Exchange (loss)/gain on currency balances
                                                        (45)             (452)              574              (68)              45
Decrease/(increase) in convertible bonds              38,693          (48,418)             (49)          (39,343)        (39,152)
------------------------------------------- ---------------- ----------------- ---------------- ---------------- ----------------

Change in net debt                                    47,063          (47,514)          (4,465)          (38,576)        (37,040)
Net (debt)/funds brought forward                    (81,828)          (34,314)         (29,849)             7,191           7,191
------------------------------------------- ---------------- ----------------- ---------------- ---------------- ----------------
Net debt carried forward                 28         (34,765)          (81,828)         (34,314)          (31,385)        (29,849)
---------------------------------------- ------- ----------- ----------------- ---------------- ---------------- ----------------
</TABLE>

                                       F7




SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

1.        ACCOUNTING POLICIES

          A summary  of the more important accounting policies is set out below:

          a)     These accounts have been prepared  under the  historical  cost
          convention modified to include certain  investments at valuation,  and
          in  accordance  with  accounting  standards  applicable  in the United
          Kingdom  and  the  Statement  of   Recommended   Practice   "Financial
          Statements of Investment Trust Companies". The preparation of accounts
          requires  Directors to make estimates and assumptions  that affect the
          reported   amounts  of  assets  and   liabilities  and  disclosure  of
          contingent  assets and liabilities at the date of the accounts and the
          reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates.

          b)     Tangible fixed assets

          The Group's assets include leasehold  improvements,  office equipment,
          telecommunications  and  computers  which are included at cost and are
          depreciated  over their useful lives on a straight line basis at rates
          varying between 20% and 33% per annum.

          c)     Fixed asset investments
          Equity share investments, fixed income and loan investments, interests
          in  partnerships  and unit  trusts,  together  with  interests  in any
          associated  undertakings  and the investments in the various  Schroder
          Ventures'  and Permira  funds,  will be regarded  as  financial  fixed
          assets  as they  are  held  for long  term  investment  purposes.  The
          treatment of  associated  undertakings  in the same way as other fixed
          asset  investments  is  in  accordance  with  UK  Financial  Reporting
          Standard 9.

          d)     Valuation of investments
          The  Company's  investments  in the  various  Schroder  Ventures'  and
          Permira funds are valued by the Directors at the balance sheet date by
          valuing the  underlying  investments  comprising the portfolios of the
          Schroder  Ventures' and Permira funds in accordance with the valuation
          policies,  as  adjusted,  where  appropriate,  for  other  assets  and
          liabilities of the Schroder Ventures' and Permira funds. The valuation
          policies  of the Company are  consistent  with the current  guidelines
          issued by the British Venture Capital Association ("BVCA"), which came
          into effect on August 1, 2003.

          Carried interest and management fees
          For the  purpose of valuing  the  Company's  holdings  in the  various
          Schroder Ventures' and Permira funds,  management fees due to Schroder
          Ventures or Permira will be accounted  for on the accruals  basis.  An
          estimate of Carried  Interest,  the allocation to Schroder Ventures or
          Permira  of 20% of the  profits  arising  in each Fund  calculated  by
          reference to the  valuations of the  underlying  investments,  will be
          deducted  from  the  values  of  the  Company's  holdings.   Disclosed
          valuations of individual  investee  companies  will, by necessity,  be
          shown before deduction of Carried Interest.

          e)     Income and capital gains recognition
          The  Company's  income and  capital  gains are  expected to be derived
          primarily  from  future  distributions  in respect of its  holdings in
          Schroder  Ventures' or Permira  funds.  The Company  accounts for such
          distributions   by   reference  to  the   underlying   source  of  the
          distribution.

          Revenue  distributions  receivable  by the  Company  which  arise from
          dividends,  interest  and other  revenue  items  through the  Schroder
          Ventures'  or Permira  funds are  credited  to the  Company's  revenue
          account when such income distributions are declared. Investment income
          arising from directly held investments of the Company are, in the case
          of  dividends,  included  as  revenue  in the  period in which they go
          ex-dividend,  and, in the case of interest income which, together with
          interest  payable and all other  revenue  expenses,  are treated on an
          accruals basis.

          Realized  profits on capital  distributions  receivable by the Company
          which arise from the  realization of  investments  within the Schroder
          Ventures'  and Permira  funds are  credited to the  Company's  capital
          reserve when they are declared.

                                       F8

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

1.        ACCOUNTING POLICIES (continued)

          f)     Foreign currencies
          Transactions  denominated in foreign  currencies are translated at the
          exchange rate at the date of the  transaction.  Assets and liabilities
          recorded  in  foreign  currencies  are  translated  into  sterling  at
          exchange  rates  at the  date of the  accounts.  Exchange  differences
          arising from the re-translation of the opening net investments will be
          taken to reserves  and reported in a  consolidated  statement of total
          return.  Foreign subsidiary  financial  statements are translated into
          sterling  using the closing rate method with all exchange  differences
          taken to reserves and reported in the Consolidated  Statement of Total
          Return. All other foreign exchange  differences will be included as an
          exchange  gain or loss in capital  reserve or in the  revenue  account
          depending  on whether the gain or loss of a capital or revenue  nature
          respectively.

          g)     Finance costs
          All finance costs are charged directly to revenue.

          h)     Taxation
          Deferred tax is provided in  accordance  with UK  Financial  Reporting
          Standard 19 on all timing  differences  that have  originated  but not
          reversed  by  balance  sheet  date.   Deferred  tax  assets  are  only
          recognized to the extent that they are recoverable.

          i)     Basis of consolidation
          The  Consolidated  Statement of Total Return and Balance Sheet include
          the  accounts of SVG Capital plc ("the  Company")  and its  subsidiary
          undertakings (together, the "Group") made up to the balance sheet date
          using the purchase method.

          j)     Capital reserves
          Capital Reserve - Realized
          The following are accounted for in this reserve:

          -      gains and losses on the  realization  of  investments
          calculated by reference to their carrying value at the previous
          balance sheet date.
          -      realized exchange differences of a capital nature.
          -      other expenses of a capital nature.

         Capital Reserve - Unrealized
         The following are accounted for in this reserve:

         -       increases and decreases in the revaluation of investments held
         at the year-end.
         -       unrealized exchange differences of a capital nature.
         -       exchange differences arising on consolidation.

                                       F9



SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

<TABLE>
<CAPTION>

2.   INCOME
                                                                                              For the          For the
                                                                                           year ended       year ended
                                                                                          December 31      December 31
                                                                                                 2004             2003
                                                                                               GBP000           GBP000

<S>                                                                                               <C>              <C>
Income from money market instruments                                                            1,092              454
Income from venture funds and co-investments                                                    1,120              564
Interest receivable and similar income                                                            409              401
Income from investment advisory services                                                        8,550            5,438
------------------------------------------------------------------------------------ ----------------- ----------------
                                                                                               11,171            6,857
------------------------------------------------------------------------------------ ----------------- ----------------
</TABLE>


<TABLE>
<CAPTION>


                                                                        For the six       For the six          For the
                                                                       months ended      months ended       year ended
                                                                        December 31       December 31          June 30
                                                                               2002              2001             2002
                                                                                          (unaudited)
                                                                             GBP000           GBP'000           GBP000
<S>                                                                             <C>              <C>               <C>

Income from money market instruments                                            267               394              767
Income from venture funds and co-investments                                    153               764              770
Interest receivable and similar income                                          249               292              452
Income from investment advisory services                                      2,716             3,231            5,685
---------------------------------------------------------------- ------------------- ----------------- ----------------

                                                                              3,385             4,681            7,674
---------------------------------------------------------------- ------------------- ----------------- ----------------
Income arises mainly from UK assets or operations.
</TABLE>

                                      F10




SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

<TABLE>
<CAPTION>

3.       EXPENSES                                                                                    For the          For the
                                                                                                  year ended       year ended
                                                                                                 December 31      December 31
                                                                                                        2004             2003
                                                                                                      GBP000           GBP000
<S>                                                                                                      <C>              <C>
Fees payable to Schroder Investment Management Ltd (note 28)                                             451              322
Directors' remuneration (note 4)                                                                       1,800            1,504
Staff costs (note 5)                                                                                   5,056            3,773
Depreciation (note 11)                                                                                   161              100
General expenses                                                                                       2,357            1,893
Enlargement of operations costs                                                                            -                -
Auditors' remuneration
- audit                                                                                                   67               40
- non-audit                                                                                               40               10
------------------------------------------------------------------------------------------ ------------------ ----------------
                                                                                                       9,932            7,642
------------------------------------------------------------------------------------------ ------------------ ----------------
</TABLE>


<TABLE>
<CAPTION>

                                                                              For the six        For the six          For the
                                                                             months ended       months ended       year ended
                                                                              December 31        December 31          June 30
                                                                                     2002               2001             2002
                                                                                                 (unaudited)
                                                                                   GBP000             GBP000           GBP000
<S>                                                                                   <C>                <C>              <C>
Fees payable to Schroder Investment Management Ltd (note 28)                          192                141              293
Directors' remuneration (note 4)                                                      885                579            1,110
Staff costs (note 5)                                                                1,746              2,408            4,258
Depreciation (note 11)                                                                 45                 12               65
General expenses                                                                    1,146                896            1,416
Enlargement of operations costs                                                         -                 62               62
Auditors' remuneration
- audit                                                                                49                 33               89
- non-audit                                                                             2                  -                -
----------------------------------------------------------------------- ------------------ ------------------ ----------------
                                                                                    4,065              4,131            7,293
----------------------------------------------------------------------- ------------------ ------------------ ----------------
</TABLE>

                                      F11



SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

<TABLE>
<CAPTION>

4.   DIRECTORS' REMUNERATION                                                                   For the           For the
                                                                                            Year ended        Year ended
                                                                                           December 31       December 31
                                                                                                  2004              2003
                                                                                                GBP000            GBP000
<S>                                                                                                <C>               <C>
NEH Ferguson                                                                                       814               761
F Finlay                                                                                             9
CJ Govett                                                                                           21                24
AJ Habgood                                                                                          30                24
EW Koning                                                                                           26                21
JJ McLachlan                                                                                        75                75
D Raeburn                                                                                           30                24
IP Sedgwick                                                                                          -                 -
AF Sykes                                                                                             6                23
AC Williams                                                                                        789               552
-------------------------------------------------------------------------------------- ---------------- -----------------
                                                                                                 1,800             1,504
-------------------------------------------------------------------------------------- ---------------- -----------------
</TABLE>


<TABLE>
<CAPTION>


                                                                          For the six      For the six           For the
                                                                         months ended     months ended        year ended
                                                                          December 31      December 31           June 30
                                                                                 2002             2001              2002
                                                                                           (unaudited)
                                                                               GBP000           GBP000            GBP000

<S>                                                                               <C>              <C>               <C>
NEH Ferguson                                                                      467              485               823
F Finlay                                                                            -                -                 -
CJ Govett                                                                          12               12                24
AJ Habgood                                                                         12               12                24
EW Koning                                                                          11               10                20
JJ McLachlan                                                                       38               38                75
D Raeburn                                                                          12               11                22
IP Sedgwick                                                                         -                9                17
AF Sykes                                                                           10                2                 4
AC Williams                                                                       323                -               101
--------------------------------------------------------------------- ---------------- ---------------- -----------------
                                                                                  885              579             1,110
--------------------------------------------------------------------- ---------------- ---------------- -----------------
</TABLE>

--------------------------------------------------------------------------------
The amounts  shown above do not include any payments or rights to  pensions.  As
shown above,  Nicholas  Ferguson is the highest paid director for the year ended
December 31, 2004.
--------------------------------------------------------------------------------

                                      F12



SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

<TABLE>
<CAPTION>

5.       STAFF COSTS                                                                   For the year         For the year
                                                                                              ended                ended
                                                                                        December 31          December 31
                                                                                               2004                 2003
                                                                                             GBP000               GBP000
<S>                                                                                             <C>                   <C>
Salaries and other remuneration                                                               3,990                2,924
Social security costs                                                                           646                  442
Pension costs (note 6)                                                                          420                  407
--------------------------------------------------------------------------------- ------------------ --------------------
                                                                                              5,056                3,773
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Company has no employees.  The average number of employees employed by Group
undertakings was:

<TABLE>
<CAPTION>

                                                                                             Number               Number
<S>                                                                                             <C>                  <C>
Full-time employees                                                                              24                   20
Seconded staff                                                                                    4                    4
--------------------------------------------------------------------------------- ------------------ --------------------
                                                                                                 28                   24
--------------------------------------------------------------------------------- ------------------ --------------------

</TABLE>

<TABLE>
<CAPTION>

                                                                     For the six          For the six            For the
                                                                    months ended         months ended         year ended
                                                                     December 31          December 31            June 30
                                                                            2002                 2001               2002
                                                                                          (unaudited)
                                                                          GBP000               GBP000             GBP000
<S>                                                                          <C>                  <C>                 <C>
Salaries and other remuneration                                            1,401                1,958              3,491
Social security costs                                                        237                  217                409
Pension costs (note 6)                                                       108                  233                358
-------------------------------------------------------------- ------------------ -------------------- ------------------
                                                                           1,746                2,408              4,258
-------------------------------------------------------------- ------------------ -------------------- ------------------
</TABLE>

The Company has no employees.  The average number of employees employed by Group
undertakings was:

<TABLE>
<CAPTION>

                                                                          Number             Number               Number
<S>                                                                          <C>                <C>                  <C>
Full-time employees                                                           20                 14                   17
Seconded staff                                                                 4                  4                    4
-------------------------------------------------------------- ------------------ ------------------ --------------------
                                                                              24                 18                   21
-------------------------------------------------------------- ------------------ ------------------ --------------------
</TABLE>

                                      F13

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

6.   PENSION COSTS



<TABLE>
<CAPTION>



                                               For the           For the      For the six       For the six        For the
                                           year  ended       year  ended     months ended      months ended     year ended
                                           December 31       December 31      December 31       December 31        June 30
                                                  2004              2003             2002              2001           2002
The charge for pension costs                                                                    (unaudited)
comprises:                                      GBP000            GBP000           GBP000            GBP000         GBP000

<S>                                                <C>               <C>              <C>               <C>            <C>
Defined benefit schemes                            172               172               29                26             52
Money purchase schemes                             248               235               79               207            306
-------------------------------------- ---------------- ----------------- ---------------- ----------------- --------------
                                                   420               407              108               233            358
-------------------------------------- ---------------- ----------------- ---------------- ----------------- --------------
</TABLE>

The Group does not participate in a SVG Group pension  scheme.  Costs in respect
of defined  benefit  schemes relate to payments due to the Schroders  Retirement
Benefits  Scheme  ("the  Scheme") in respect of four  employees,  including  the
Company's  executive  Directors,  seconded from Schroder  Investment  Management
Limited to SVG  Advisers  Limited  ("SVGA"),  a wholly owned  subsidiary  of SVG
Capital plc. SVGA and the Scheme's trustees,  taking advice from the independent
actuaries, agree the contributions.

In accordance with UK Financial  Reporting  Standard 17, the Scheme is accounted
for as a defined  contribution  scheme on the basis  that the Group is unable to
identify its share of the underlying assets and liabilities of the Scheme at the
balance  sheet date.  In  particular,  the Scheme had 515 active  members in the
defined  benefit  section at December 31, 2004 and the accounts of Schroders plc
disclosed  a net  pension  deficit in respect of the Scheme of GBP21.2  million,
calculated under UK Financial Reporting Standard 17 based on valuations prepared
by independent qualified actuaries.


7.    INTEREST PAYABLE AND SIMILAR CHARGES

<TABLE>
<CAPTION>

                                               For the          For the        For the six       For the six      For the
                                            Year ended       Year ended      months  ended     months  ended   year ended
                                           December 31      December 31        December 31       December 31      June 30
                                                  2004             2003               2002              2001         2002
                                                                                                 (unaudited)
                                                GBP000           GBP000             GBP000            GBP000       GBP000

<S>                                                <C>              <C>                <C>               <C>          <C>
Convertible bond interest                        3,787            3,050                900               213        1,100
Amortization of convertible bond                   707               95                 45                 -           45
premium, issue and listing costs
Loan facility finance costs                      1,439            1,961                577                63          687
Other interest                                      47                -                  1                 -            -
-------------------------------------- ---------------- ---------------- ------------------ ----------------- ------------
                                                 5,980            5,106              1,523               276        1,832
-------------------------------------- ---------------- ---------------- ------------------ ----------------- ------------
</TABLE>

                                      F14



SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

8.    DIVIDENDS
No  dividends  have been  declared  in respect of any of the  financial  periods
included herein.

<TABLE>
<CAPTION>


9.    TAXATION                                                                                   For the          For the
(a) The (credit)/charge for taxation for the period is made up as follows:                    Year ended       Year ended
                                                                                             December 31      December 31
                                                                                                    2004             2003
                                                                                                  GBP000           GBP000
<S>                                                                                                  <C>              <C>
Current Tax
Corporation tax                                                                                        -                -
Double taxation relief                                                                                 -                -
---------------------------------------------------------------------------------------- ---------------- ----------------
                                                                                                       -                -
Income tax suffered by the venture funds                                                               -              (9)
Overseas tax                                                                                           2                1
Prior year adjustment                                                                               (74)            (174)
---------------------------------------------------------------------------------------- ---------------- ----------------
Total current tax (note 9(b))                                                                       (72)            (182)
---------------------------------------------------------------------------------------- ---------------- ----------------
Deferred Tax
Deferred tax - prior year adjustment                                                                   -                -
---------------------------------------------------------------------------------------- ---------------- ----------------
Total deferred tax                                                                                     -                -
---------------------------------------------------------------------------------------- ---------------- ----------------
                                                                                                    (72)            (182)
Total tax (credit)/charge
---------------------------------------------------------------------------------------- ---------------- ----------------
</TABLE>

<TABLE>
<CAPTION>

                                                                            For the six      For the six          For the
                                                                           months ended     months ended       year ended
                                                                            December 31      December 31          June 30
                                                                                   2002             2001             2002
                                                                                             (unaudited)
                                                                                 GBP000           GBP000           GBP000
<S>                                                                                 <C>              <C>              <C>
Current Tax
Corporation tax                                                                       -                -                -
Double taxation relief                                                                -                -                -
----------------------------------------------------------------------- ---------------- ---------------- ----------------
                                                                                      -                -                -
Income tax suffered by the venture funds                                              -                -                -
Overseas tax                                                                          8              122              133
Prior year adjustment                                                              (44)                -             (64)
----------------------------------------------------------------------- ---------------- ---------------- ----------------
Total current tax (note 9(b))                                                      (36)              122               69
----------------------------------------------------------------------- ---------------- ---------------- ----------------
Deferred Tax
Deferred tax - prior year adjustment                                                  -                -               36
----------------------------------------------------------------------- ---------------- ---------------- ----------------
Total deferred tax                                                                    -                -               36
----------------------------------------------------------------------- ---------------- ---------------- ----------------
Total tax (credit)/charge                                                          (36)              122              105
----------------------------------------------------------------------- ---------------- ---------------- ----------------

--------------------------------------------------------------------------------------------------------------------------
</TABLE>

There are no profits chargeable to corporation tax in the current period. Excess
management  expenses  relating  to  the  private  equity  fund  investments  are
available  to set  against  the  taxable  income of the  Company.  These  excess
management  expenses are included within the investments in venture funds in the
balance  sheet of the Company and are not  reflected  in the  Company's  revenue
account.
If in a future year in relation to the venture fund investments,  income exceeds
expenses,  the taxation charge to the Company's revenue account will include tax
on this excess with a suitable note by way of explanation.

                                      F15


SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

<TABLE>
<CAPTION>

9.    TAXATION (continued)
(b) Factors affecting current tax (credit)/charge for the period:                                For the      For the six
                                                                                              year ended       year ended
                                                                                             December 31      December 31
                                                                                                    2004             2003
                                                                                                  GBP000           GBP000
<S>                                                                                                   <C>              <C>
Deficit on ordinary activities before taxation                                                    (4,816)          (5,713)
---------------------------------------------------------------------------------------- ---------------- ----------------
Corporation tax at 30%                                                                            (1,445)          (1,714)
Effects of:
Unutilized current period expenses carried forward                                                   542            1,700
Estimated income from funds less non-taxable distributions                                           959                -
Losses brought forward utilized in the year                                                          (5)                -
Non deductible expenses                                                                                7               17
Overseas taxation written off                                                                          -                1
Overseas tax claimed as an expense                                                                     -                -
Depreciation in excess of capital allowances                                                        (26)                -
Other short-term timing differences                                                                    2                -
Income tax recoverable on private equity funds                                                         -               (9)
Income of subsidiary not taxable                                                                     (57)              (3)
Taxable dividend credited to capital                                                                   -                -
Private equity funds expenses utilized in period                                                       -                -
Restriction to current tax re prior year adjustments                                                   25               -
Prior year adjustments                                                                               (74)            (174)
---------------------------------------------------------------------------------------- ---------------- ----------------
                                                                                                    (72)            (182)
Current tax credit for the period (note 9(a))
---------------------------------------------------------------------------------------- ---------------- ----------------
</TABLE>

<TABLE>
<CAPTION>

                                                                            For the six       For the six          For the
                                                                           months ended      months ended       year ended
                                                                            December 31       December 31          June 30
                                                                                   2002              2001             2002
                                                                                              (unaudited)
                                                                                 GBP000            GBP000           GBP000
<S>                                                                                 <C>               <C>              <C>
(Deficit)/return on ordinary activities before taxation                          (2,220)              300          (1,448)
----------------------------------------------------------------------- ---------------- ---------------- ----------------
Corporation tax at 30%                                                             (666)               90            (434)
Effects of:
Unutilized current period expenses carried forward                                  625                -              250
Estimated income from funds less non-taxable distributions                            -                -                -
Losses brought forward utilized in the year                                           -                -                -
Non deductible expenses                                                               8              122               54
Overseas taxation written off                                                         8                -              133
Overseas tax claimed as an expense                                                    -                -              (86)
Other short-term timing differences                                                  61                -                -
Income tax recoverable on private equity funds                                        -                -                -
Income of subsidiary not taxable                                                    (28)               -              (58)
Taxable dividend credited to capital                                                  -                -              274
Private equity funds expenses utilized in period                                      -             (90)                -
Restriction to current tax re prior year adjustments                                  -                -                -
Prior year adjustments                                                              (44)               -              (64)
----------------------------------------------------------------------- ---------------- ---------------- ----------------
                                                                                   (36)              122               69
Current tax charge for the period (note 9(a))
----------------------------------------------------------------------- ---------------- ---------------- ----------------

---------------------------------------------------------------------------------------- -------------- ------------------
</TABLE>

(c) Factors affecting future tax charges
The Group currently has and expects to generate  surplus tax losses.  A deferred
tax asset in respect of these  surplus  losses is not  recognized  because their
utilization is considered unlikely in the foreseeable future.

                                      F16

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)


10.    RETURN PER ORDINARY SHARE

<TABLE>
<CAPTION>
                                                             For the year ended                  For the year ended
                                                             December 31, 2004                   December 31, 2003
                                                      Revenue     Capital      Total      Revenue     Capital      Total
<S>                                                      <C>         <C>          <C>        <C>          <C>         <C>
Return per ordinary share - basic                     (4.19)p     101.60p      97.41p     (5.32)p      22.02p      16.70p
Return per ordinary share - fully diluted             (4.19)p      98.95p                 (5.32)p      21.64p

                                                          For the six months ended            For the six months ended
                                                             December 31, 2002             December 31, 2001 (unaudited)
                                                      Revenue     Capital      Total      Revenue     Capital      Total
Return per ordinary share - basic                     (2.14)p      41.35p      39.21p      0.17p      (11.49)p    (11.32)p
Return per ordinary share - fully diluted             (2.14)p      41.35p                  0.17p      (11.49)p

                                                                                                 For the year ended
                                                                                                   June 30, 2002
                                                                                          Revenue     Capital      Total
Return per ordinary share - basic                                                         (1.52)p      7.60p       6.08p
Return per ordinary share - fully diluted                                                 (1.52)p      7.60p
</TABLE>


The basic  revenue  return  per  ordinary  share is based on the net  deficit on
ordinary  activities after taxation and minority interest of GBP4,746,000  (year
ended December 31, 2003: deficit of GBP5,531,000;  six months ended December 31,
2002:  deficit of  GBP2,185,000;  six months ended December 31, 2001:  return of
GBP177,000;   year  ended  June  30,  2002:  deficit  of  GBP1,555,000)  and  on
113,329,674  ordinary  shares (year ended December 31, 2003:  104,018,459);  six
months ended December 30, 2002: 102,265,699; six months ended December 31, 2001:
102,265,699;  year ended June 30, 2002:  102,265,699) being the weighted average
number of shares in issue during each period.

The capital return per ordinary share is based on the net return for the year of
GBP115,148,000  (year ended  December 31,  2003:  return of  GBP22,907,000;  six
months  ended  December  31,  2002:  return of  GBP42,290,000;  six months ended
December 31, 2001: deficit of GBP11,753,000; year ended June 30, 2002: return of
GBP7,770,000) and on 113,329,674  ordinary shares (year ended December 31, 2003:
104,018,459);  six months ended December 31, 2002: 102,265,699; six months ended
December 31, 2001:  102,265,699;  June 30, 2002: 102,265,699) being the weighted
average number of shares in issue during each period.

The  diluted  revenue  returns  per  ordinary  share  have  been  calculated  in
accordance with UK Financial  Reporting  Standard 14 under which the convertible
bonds  are  regarded  as  dilutive  if, on  conversion,  the  increased  returns
attributable to equity shareholders arising from interest saved (less taxation),
divided by the increased  weighted  average number of shares,  are less than the
basic returns per ordinary share. These  calculations  assume that conversion of
dilutive  potential  ordinary  shares  takes  place  at the  beginning  of  each
financial  period, at an exercise price of 399p for the 2011 bonds, and 480p for
the 2013 bonds. The convertible  bonds in issue do not have a dilutive effect on
revenue returns in any of the financial periods covered by this report.

The  diluted  revenue  returns  per  ordinary  share  have also been  calculated
assuming the exercise of all potential dilutive ordinary shares arising from the
share  options in issue (see note 18). The share  options in issue do not have a
dilutive  effect on revenue  returns in any of the  financial  periods  included
herein.

The diluted capital returns are based on 116,370,467 ordinary shares (year ended
December 31, 2003: 105,858,888; six months ended December 31, 2002: 102,265,699;
six months  ended  December  31,  2001:  102,265,699;  year ended June 30, 2002:
102,265,699)  being the weighted  average  number of shares in issue during each
period assuming conversion of the bonds and exercise of the options.

                                      F17

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

<TABLE>
<CAPTION>

11.      TANGIBLE FIXED ASSETS                                   For the year ended December 31, 2004
                                                                                 Telecomm-
                                                      Leasehold                 unications
                                                       Improve-      Computer   and Office
                                                          ments     equipment    equipment         Art         Total
                                                         GBP000        GBP000       GBP000      GBP000        GBP000
<S>                                                         <C>           <C>          <C>         <C>           <C>
 Cost
 Opening balance                                            150           353          100           -           603
 Additions                                                  577           159          231          37         1,004
 Disposals                                                (140)           (2)         (22)           -         (164)
 Exchange translation adjustments                           (1)           (3)          (1)           -           (5)
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------
 Closing balance                                            586           507          308          37         1,438
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------


 Depreciation
 Opening balance                                             65            99           40           -           204
 Charge for the year                                         47            99           15           -           161
 Disposals                                                 (73)           (2)         (11)           -          (86)
 Exchange translation                                         -           (2)            -           -           (2)
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------
 Closing balance                                             39           194           44           -           277
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------


 Net Book Value
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------
 Opening balance                                             85           254           60           -           399
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------
 Closing balance                                            547           313          264          37         1,161
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------

                                                                 For the year ended December 31, 2003
                                                                                 Telecomm-
                                                      Leasehold                 unications
                                                       Improve-      Computer   and Office
                                                          ments     equipment    equipment         Art         Total
                                                         GBP000        GBP000       GBP000      GBP000        GBP000
 Cost
 Opening balance                                            150           142           99           -           391
 Additions                                                    1           217            3           -           221
 Disposals                                                    -           (2)            -           -           (2)
 Exchange translation adjustments                           (1)           (4)          (2)           -           (7)
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------
 Closing balance                                            150           353          100           -           603
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------

 Depreciation
 Opening balance                                             35            53           21           -           109
 Charge for the year                                         30            50           20           -           100
 Disposals                                                    -           (1)            -           -           (1)
 Exchange translation                                         -           (3)          (1)           -           (4)
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------
 Closing balance                                             65            99           40           -           204
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------

 Net Book Value
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------
 Opening balance                                             85           254           60           -           399
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------
 Closing balance                                            115            89           78           -           282
-------------------------------------------------- ------------- ------------- ------------ ----------- -------------
</TABLE>

                                      F18

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

<TABLE>
<CAPTION>

12.      INVESTMENTS                             For the year ended December 31, 2004          For the year ended December 31, 2003
                                                 Private                              Private Equity
                                                  Equity Listed       Money                    funds  Listed
                                               funds and equity      market     Total        and Co-  equity Money market     Total
                                          Co-investments  funds instruments portfolio    investments   funds  instruments portfolio
                                                  GBP000 GBP000      GBP000    GBP000         GBP000  GBP000       GBP000    GBP000
<S>                                                  <C>    <C>         <C>       <C>            <C>     <C>          <C>       <C>
 Valuation at the beginning of the period        560,287  8,184      41,877   610,348        483,959       -       13,911   497,870
 Calls and purchases payable                     159,477  4,699     239,040   403,216        110,737   8,015      100,720   219,472
 Distributions and sales receivable             (143,924)(1,394)   (270,012) (415,330)       (59,426)   (538)     (73,052) (133,016)
 Realized gain/(loss) for the period              30,849    278          74    31,201         10,985     143         (234)   10,894
 Unrealized gain/(loss) for the period            81,509  3,412           8    84,929         14,032     564          532    15,128
------------------------------------------- ------------- ------- ----------- --------- ------------- -------- ----------- --------
 Valuation carried forward                       688,198  15,179     10,987   714,364        560,287   8,184       41,877   610,348
------------------------------------------- ------------- ------- ----------- --------- ------------- -------- ----------- --------

</TABLE>

<TABLE>
<CAPTION>

                                        For the six months ended December 31, 2002    For the six months ended December 31, 2001
                                                                                                          (unaudited)
                                            Private Equity                           Private Equity
                                                 funds and  Money market     Total        funds and  Money market          Total
                                            co-investments   instruments portfolio   Co-investments   instruments      portfolio
                                                    GBP000        GBP000    GBP000           GBP000        GBP000         GBP000
<S>                                                    <C>           <C>       <C>             <C>            <C>            <C>
Valuation at the beginning of the period           422,823        31,000   453,823          387,030        24,853        411,883
Calls and purchases payable                        122,677       127,797   250,474           53,697       101,752        155,449
Distributions and sales receivable                (104,510)     (144,494) (249,004)         (15,784)     (102,165)      (117,949)
Realized gain/(loss) for the period                 58,425          (428)   57,997            4,765           312          5,077
Unrealized (loss)/gain for the period              (15,456)           36   (15,420)         (16,488)         (268)       (16,756)
-------------------------------------------- --------------- ------------ --------- ------------------ ------------ --------------
Valuation at end of the period                     483,959        13,911   497,870           413,220       24,484        437,704
-------------------------------------------- --------------- ------------ --------- ------------------ ------------- --------------
</TABLE>



<TABLE>
<CAPTION>
                                                                                                     For the year ended 30 June 2002
                                                                                      Private Equity
                                                                                           funds and      Money market       Total
                                                                                      Co-investments       instruments   portfolio
                                                                                              GBP000            GBP000      GBP000
<S>                                                                                              <C>               <C>         <C>
 Valuation at the beginning of the period                                                    387,030            24,853     411,883
 Calls and purchases payable                                                                  77,474           316,731     394,205
 Distributions and sales receivable                                                          (48,976)         (311,001)   (359,977)
 Realized gain                                                                                11,553               361      11,914
 Unrealized (loss)/gain                                                                       (4,258)               56      (4,202)
---------------------------------------------------------------------------------- ------------------ -----------------  ----------
 Valuation carried forward                                                                   422,823            31,000     453,823
---------------------------------------------------------------------------------- ------------------ ----------------- ------------
</TABLE>

                                      F19

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

13.   GEOGRAPHICAL ANALYSIS OF INVESTMENTS

<TABLE>
<CAPTION>


                                                                             At December 31, 2004    At December 31, 2003
                                                                                           GBP000                  GBP000
<S>                                                                                           <C>                     <C>
Venture funds and co-investments
Europe
United Kingdom                                                                              5,485                  12,983
France                                                                                        479                     310
Germany                                                                                     9,690                   8,577
Italy                                                                                       1,572                   1,643
Spain                                                                                           -                   1,242
Pan Europe                                                                                521,032                 396,191
---------------------------------------------------------------------------- --------------------- -----------------------
Total Europe                                                                              538,258                 420,946
---------------------------------------------------------------------------- --------------------- -----------------------
Asia
Asia Pacific                                                                               45,173                  44,652
Japan                                                                                      22,502                  14,625
---------------------------------------------------------------------------- --------------------- -----------------------
Total Asia                                                                                 67,675                  59,277
---------------------------------------------------------------------------- --------------------- -----------------------
North America
Canada                                                                                     11,537                  15,764
United States*                                                                             70,728                  64,300
---------------------------------------------------------------------------- --------------------- -----------------------
Total Americas                                                                             82,265                  80,064
---------------------------------------------------------------------------- --------------------- -----------------------
Total private equity funds and co-investments                                             688,198                 560,287
---------------------------------------------------------------------------- --------------------- -----------------------

UK listed equity funds
SVG UK Focus Fund                                                                           9,724                   8,184
Strategic Recovery Fund                                                                     5,455                       -
---------------------------------------------------------------------------- --------------------- -----------------------
Total UK listed equity funds                                                               15,179                   8,184
---------------------------------------------------------------------------- --------------------- -----------------------
Money market instruments
Sterling denominated                                                                        9,713                   9,960
Euro denominated                                                                            1,274                  31,917
---------------------------------------------------------------------------- --------------------- -----------------------
Total money market instruments                                                             10,987                  41,877
---------------------------------------------------------------------------- --------------------- -----------------------
Total investment portfolio                                                                714,364                 610,348
---------------------------------------------------------------------------- --------------------- -----------------------
</TABLE>


* Schroder Ventures International Life Sciences Funds I and II and International
Life Sciences Fund III have been included within the United States.

All private  equity funds held by the Group are unlisted.  However,  some of the
underlying  companies held within those funds are listed.  Included in the value
of total private equity funds and co-investments of GBP688,198,000 (December 31,
2003:   GBP560,287,000)  are  listed  investments  amounting  to  GBP104,467,000
(December 31, 2003: GBP43,500,000).

                                      F20

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

13.    GEOGRAPHICAL ANALYSIS OF INVESTMENTS (continued)

Significant interests in investment funds

Details of the Group's  investments,  as at December 31, 2004,  are shown in the
list of investments below. All of these funds are managed or advised by Schroder
Ventures or Permira. In addition, as at December 31, 2004, the Group had a 13.8%
interest in the I Class units of SVG UK Focus Fund, a Dublin-listed OEIC managed
by SVG Investment Management Limited.

<TABLE>
<CAPTION>

                                                                                                      SVG Value of SVG
                                                                                   Original     Capital's    Capital's SVG Capital's
                                                                          Year         life    holding in      holding    net assets
                                                                        formed      (years)      the fund
                                                                                                        %       GBP000             %
           <S>                                                             <C>          <C>           <C>          <C>           <C>
           ASIA

           Asia Pacific Trust
           Formed to invest in equity and near-equity investments
           in the high growth economies of the Asia Pacific
           region. This trust has been in liquidation since 1998.         1990           8*           6.4         454           0.1

           Asia Pacific Fund II
           Established to make equity and near-equity investments
           in buy-outs, buy-ins, development capital businesses
           and turnarounds, principally in the Asia Pacific region
           with an emphasis on Australia, China, Hong King, India
           Indonesia, Malaysia, Singapore and Thailand.                   1994          10*          14.0      14,477           2.1

           Schroder Ventures Asia Pacific Fund
           Established to make equity or near equity investments
           in companies that have significant exposure to the Asia
           Pacific region.  The fund focuses principally on
           management buy-outs and buy-ins, financial acquisitions
           and larger development capital opportunities.                  1999           10          29.9      28,557           4.2

           Co-investments with Asia Pacific Fund II and Schroder
           Ventures Asia Pacific Fund                                                                           1,685           0.3


           The Japan Venture Fund III
           Established to invest directly or indirectly in equity
           and near equity investment in a diversified portfolio
           of early stage, or development capital investments in
           leveraged and management buy-outs and buy-ins
           principally in Japan.                                          1997           10          20.3       9,756           1.4


           The Japan Venture Fund IV
           Established to invest in buy-out transactions in Japan
           across a range of industries and sectors.                      2004           10          27.2      12,746           1.9
           --------------------------------------------------------- ---------- ------------ ------------- ------------- ----------
           TOTAL ASIA                                                                                          67,675          10.0
           --------------------------------------------------------- ---------- ------------ ------------- ------------- ----------
</TABLE>


                                      F21

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

<TABLE>
<CAPTION>

13.  GEOGRAPHICAL ANALYSIS OF INVESTMENTS (continued)
                                                                  Original      SVG Capital's    Value of SVG           SVG
                                                          Year        life     holding in the       Capital's     Capital's
                                                        formed     (years)              fund          holding    net assets
                                                                                           %           GBP000             %
<S>                                                        <C>         <C>               <C>             <C>            <C>
CONTINENTAL EUROPE

Permira Europe I
The first $1 billion fund raised for private equity
investment in Europe focusing on large and
medium-sized leveraged buy-out opportunities.             1997          10              13.5           21,362           3.2

Permira Europe II
Formed as the successor to Permira Europe I, the
fund focuses on European Buy-Outs and Buy-Ins, in
addition to growth capital investments.                   2000          10              19.7          356,041          52.6

Permira Europe III
Formed as the successor to Permira Europe II, the
fund focuses on buy-outs/ins and growth capital
investments in European businesses or global
businesses with a strong European presence.               2003          10              10.2           80,893          12.0

P123
A fund of permira pan-European buy-out funds, with
interests in Permira Europe I, II and III.                2003          15              38.6           62,736           9.3

Permira France I
The fund's policy was to invest in  leveraged
buy-outs and development capital businesses
primarily in France. The fund was put into
liquidation in December 1999.                             1989         10*              39.8              416           0.1

Permira France Venture I
Formed with a policy of investing in development
capital opportunities, principally in France.             1992         10*              19.0               63           0.0

Permira German Buy-Outs
Established to invest in buy-outs of companies in
Germany and some of its neighboring countries.            1986         10*              29.7            9,608           1.4

Permira German Buy-Outs 1992
Established to invest in a diverse portfolio of
buy-outs, buy-ins, development capital businesses
and turnarounds, principally in Germany, Austria
and Switzerland.                                          1991         10*              19.4               82           0.0

Permira Italy II
Established  to make equity and near-equity
investments in buy-outs and  buy-ins, including
development capital businesses, principally in
Italy.                                                    1993         10*              21.0            1,572           0.2
----------------------------------------------------- --------- ----------- ----------------- ---------------- -------------
TOTAL CONTINENTAL EUROPE                                                                              532,773          78.8
----------------------------------------------------- --------- ----------- ----------------- ---------------- -------------
</TABLE>


                                      F22
SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)

<TABLE>
<CAPTION>

13.  GEOGRAPHICAL ANALYSIS OF INVESTMENTS (continued)
                                                                               SVG Capital's     Value of SVG           SVG
                                                                                  holding in        Capital's     Capital's
                                                   Year formed      Original        the fund          holding    net assets
                                                                life (years)               %           GBP000             %
<S>                                                        <C>           <C>             <C>              <C>           <C>

UNITED KINGDOM

Permira UK III
Established as Permira's third buy-out fund in
the United Kingdom to invest in equity and
near-equity investments in buy-outs, buy-ins,
development capital businesses and turnarounds            1993           10*            18.8            4,645           0.7

Permira UK Venture III
Established to invest in a diversified
portfolio of venture or development capital
businesses and buy-outs principally in the
United Kingdom.                                           1990           10*             8.7               55           0.0

Permira UK Venture IV
Established to follow the policies of the
fully invested Permira UK Venture III.                    1995            10             4.2              785           0.1
------------------------------------------------- ------------- ------------- --------------- ---------------- -------------
TOTAL UNITED KINGDOM                                                                                    5,485           0.8
------------------------------------------------- ------------- ------------- --------------- ---------------- -------------


NORTH AMERICA

Schroder Canadian Buy-Out Fund II
Established to invest in buy-outs and
development capital opportunities, principally
in Canada.                                                1994            10            22.6            5,016           0.7

Schroder Canadian Buy-Out Fund III
Established to invest pricipally in buy-outs,
buy-ins, leveraged build-ups and development
capital opportunities in Canada.                          2000            10            26.6            1,097           0.2

Co-investments with Schroder Canadian Buy-Out
Funds II and III                                                                                        5,424           0.8

Schroder Ventures International Life Sciences
Fund
Established to invest in life sciences
companies principally in the United States, the
United Kingdom and Continental Europe.                    1993           10*             6.8              975           0.1

</TABLE>

                                      F23


SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)


<TABLE>
<CAPTION>

13.  GEOGRAPHICAL ANALYSIS OF INVESTMENTS (continued)
                                                                               SVG Capital's     Value of SVG           SVG
                                                                    Original      holding in        Capital's     Capital's
                                                   Year formed  life (years)        the fund          holding    net assets
                                                                                           %           GBP000             %
<S>                                                        <C>           <C>             <C>              <C>           <C>
NORTH AMERICA  (continued)
Schroder Ventures International Life Sciences
Fund II

Established as a successor to Schroder Ventures
International Life Sciences Fund, to invest in
a diversified portfolio of life sciences
companies principally in the United States and
Europe.  The majority of these investments will
be in early stage opportunities.                          1999            10            29.2           29,533           4.4

International Life Sciences Fund III
The successor to Schroder Ventures
International Life Sciences Fund II,
established to invest in a diversified
portfolio of life sciences companies
principally in the United States and Europe.
The majority of these investments will be early
stage opportunities.                                     2002            10            19.1           11,136           1.6

Schroder Ventures US Fund
Established to invest in larger development
capital and mid-sized buy-outs in the US, with
a particular focus on media, telecommunications
and technology sectors.                                   1999            10            29.9           27,370           4.1


Co-investments with Schroder Ventures US Fund                                                           1,714           0.3
------------------------------------------------- ------------- ------------- --------------- ---------------- -------------

------------------------------------------------- ------------- ------------- --------------- ---------------- -------------
TOTAL NORTH AMERICA                                                                                    82,265          12.2
------------------------------------------------- ------------- ------------- --------------- ---------------- -------------

TOTAL PRIVATE EQUITY PORTFOLIO                                                                        688,198         101.8
Money market instruments                                                                               10,987           1.6
UK listed equity investments                                                                           15,179           2.2
------------------------------------------------- ------------- ------------- --------------- ---------------- -------------
TOTAL INVESTMENT PORTFOLIO                                                                            714,364         105.6
Other assets less total liabilities                                                                   (37,960)         (5.6)
------------------------------------------------- ------------- ------------- --------------- ---------------- -------------
TOTAL NET ASSETS                                                                                      676,403         100.0
------------------------------------------------- ------------- ------------- --------------- ---------------- -------------
</TABLE>

*    The lives of these funds have been extended.

                                      F24

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)



<TABLE>
<CAPTION>
14.      DEBTORS
                                                                                        At December 31,     At December 31,
                                                                                                   2004                2003
<S>                                                                                                 <C>                 <C>
                                                                                                 GBP000              GBP000
Amounts falling due within one year:
Accrued investment advisory fee income                                                            2,359               4,460
Interest receivable                                                                                 461                 107
Prepayments and other debtors                                                                     1,570               2,151
------------------------------------------------------------------------------------ ------------------- -------------------
                                                                                                  4,390               6,718
------------------------------------------------------------------------------------ ------------------- -------------------


15.      CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
                                                                                        At December 31,     At December 31,
                                                                                                   2004                2003
                                                                                                 GBP000              GBP000

Interest payable and similar charges                                                                301                 442
Other creditors and accruals                                                                      7,463               7,669
------------------------------------------------------------------------------------ ------------------- -------------------
                                                                                                  7,764               8,111
------------------------------------------------------------------------------------ ------------------- -------------------
</TABLE>

The group has in place a  multicurrency  revolving  loan facility of EUR285
million  with the Royal  Bank of  Scotland.  No  draw-downs  were made under the
facility during the year,  although  EUR50.3 million was utilized as a guarantee
over SVG Capital's commitment to SVG Diamond Holdings Limited (note 17).

<TABLE>
<CAPTION>
16.      CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
                                                                                        At December 31,    At December 31,
                                                                                                   2004               2003
                                                                                                 GBP000             GBP000
<S>                                                                                                 <C>                <C>
4.5% Subordinated Convertible Bonds 2011                                                              -             39,400
Unamortized issue and listing costs                                                                   -               (698)
------------------------------------------------------------------------------------ ------------------- -------------------
------------------------------------------------------------------------------------ ------------------- -------------------
                                                                                                      -             38,702
------------------------------------------------------------------------------------ ------------------- -------------------
------------------------------------------------------------------------------------ ------------------- -------------------
4.5% Subordinated Convertible Bonds 2013                                                         49,000             49,000
Unamortized premium, issue and listing costs                                                        (74)               (83)
------------------------------------------------------------------------------------ ------------------- -------------------
------------------------------------------------------------------------------------ ------------------- -------------------
                                                                                                 48,926             48,917
------------------------------------------------------------------------------------ ------------------- -------------------
------------------------------------------------------------------------------------ ------------------- -------------------
Deferred staff compensation                                                                         553                489
------------------------------------------------------------------------------------ ------------------- -------------------
                                                                                                 49,479             88,108
------------------------------------------------------------------------------------ ------------------- -------------------
</TABLE>

Creditors due after more than one year comprise GBP49.0 million nominal of 4.5%
subordinated  convertible  bonds which mature on May 21, 2013. These bonds are
convertible, at any time, into ordinary shares at a conversion price of 480p per
share.

On November 22, 2004,  the Company  announced that it had exercised its right to
call for redemption of all the 2011 Bonds in issue and gave  bondholders the
option to convert their holding into ordinary shares.  On December 6, 2004, a
total of 9,874,679  ordinary shares were allotted on conversion of all the 2011
Bonds in issue.

In accordance  with UK  Financial  Reporting  Standard 4 "Capital  Instruments",
issue  costs and  premium are charged to the revenue account over the term of
the capital instrument.

UK Financial Reporting Standard 13 requires disclosure of the fair value of
debt. The convertible bonds are traded on the London Stock Exchange. On December
31,  2004,  the closing  bid-offer  spread was 126.499p to 126.501p for the 2013
Bonds. This equates to a fair valuation of GBP70.0 million for the 2013 Bonds in
issue.


                                      F25

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)




17.  CAPITAL COMMITMENTS
At December 31, 2004 the Group had uncalled commitments to its fund investments
as follows:
<TABLE>
<CAPTION>
                                                                                                    Amount         Uncalled
                                                                                                  uncalled      commitment*
                                                                                          (local currency)      GBP million
<S>                                                                                                 <C>                <C>
International Life Sciences Fund III                                                                $48.0m             25.0
Permira Europe II                                                                                 EUR85.2m             60.3
Permira Europe III                                                                               EUR379.5m            268.7
P123                                                                                              EUR21.0m             14.8
Schroder Ventures International Life Sciences Fund II                                               $14.0m              7.3
Schroder Ventures US Fund                                                                           $13.2m              6.9
SVG Diamond Holdings                                                                              EUR50.3m             35.6
The Japan Venture Fund III                                                                       YEN142.4m              0.7
The Japan Venture Fund IV                                                                      YEN8,363.0m             42.5
The Strategic Recovery Fund                                                                        GBP2.7m              2.7
---------------------------------------------------------------------------------------- ------------------ ----------------
Total                                                                                                                 464.5
---------------------------------------------------------------------------------------- ------------------ ----------------
</TABLE>

* based on exchange rates at December 31, 2004.

The total commitments shown above include GBP12.3m in relation to Funds held by
Platinum Trust. P123 commitments represent uncalled amounts due for ordinary
shares.

<TABLE>
<CAPTION>
18.  SHARE CAPITAL
                                           For the year      For the year      For the six      For the six    For the year
                                                  ended             ended     months ended     months ended           ended
                                           December 31,      December 31,     December 31,     December 31,        June 30,
                                                   2004              2003             2002             2001            2002
                                                                                                (unaudited)
<S>                                                <C>               <C>              <C>              <C>             <C>
Shares of GBP1 each                              GBP000            GBP000           GBP000           GBP000          GBP000
Authorized:
Opening and closing balance:                    200,000           200,000          150,000          150,000         150,000
--------------------------------------- ---------------- ----------------- ---------------- ---------------- ---------------
--------------------------------------- ---------------- ----------------- ---------------- ---------------- ---------------

Allotted, called up and fully paid:
Opening balance                                 112,655           102,266          102,266          102,266         102,266
Issue of ordinary shares on
conversion of convertible bonds                   9,875               150                -                -               -
Placing of new ordinary shares                        -            10,239                -                -               -
--------------------------------------- ---------------- ----------------- ---------------- ---------------- ---------------
--------------------------------------- ---------------- ----------------- ---------------- ---------------- ---------------
Closing balance                                 122,530           112,655          102,266          102,266         102,266
--------------------------------------- ---------------- ----------------- ---------------- ---------------- ---------------
</TABLE>


Issue of shares
On December 6, 2004, the Company issued 9,874,679 ordinary shares on conversion
of GBP39,400,000 nominal of the 2011 convertible bonds.


                                      F26

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)


18.  SHARE CAPITAL (continued)

Options over ordinary shares

During the year ended  December  31, 2004,  1,327,094  options were granted
(year ended  December 31, 2003:  1,284,156;  six months ended December 31, 2002:
none; year ended June 30, 2002: 1,411,597). No options were exercised during any
financial  period  covered by this  report.  During the year ended  December 31,
2004,  14,674 options lapsed (year ended December 31, 2003:  88,293;  six months
ended December 31, 2002: none; year ended June 30, 2002:  none). At December 31,
2004,  6,761,016 (December 31, 2003:  5,448,596;  December 31, 2002:  4,253,363;
June 30,  2002:  4,253,363)  options  to  subscribe  for  ordinary  shares  were
outstanding, as detailed below:

<TABLE>
<CAPTION>
Issue date                Exercise price                       December 31       December 31      December 31       June 30
                               per share                              2004              2003             2002          2002
                                                           Number in issue   Number in issue  Number in issue     Number in
                                                                                                                      issue
<S>                                 <C>                                <C>               <C>              <C>           <C>
June 2001                        410.00p                         2,798,733         2,813,407        2,813,407     2,813,407
June 2001                        405.50p                            28,359            28,359           28,359        28,359
April 2002                       335.00p                            14,476            14,476           34,774        34,774
April 2002                       334.50p                         1,333,476         1,333,476        1,376,823     1,376,823
March 2003                       397.50p                            18,616            18,616                -             -
March 2003                       392.75p                         1,183,570         1,183,570                -             -
October 2003                     493.00p                            56,692            56,692                -             -
March 2004                        479.0p                         1,293,743                 -                -             -
March 2004                        492.0p                            33,351                 -                -             -
-------------------- -------------------- ---------------- ---------------- ----------------- ---------------- -------------
                                                                 6,761,016         5,448,596        4,253,363     4,253,363
-------------------- -------------------- ---------------- ---------------- ----------------- ---------------- -------------
</TABLE>

In accordance with accounting  principles  generally accepted in the United
Kingdom,  no expense is  recognized  for the intrinsic  value of option  granted
where the exercise  price equals the market price at date of grant.  See note 30
for the treatment of share options under US GAAP.

<TABLE>
<CAPTION>
19.  SHARE PREMIUM ACCOUNT
                                                 For the year       For the year      For the six      For the six    For the year
                                                        ended              ended     months ended     months ended           ended
                                                 December 31,       December 31,     December 31,     December 31,   June 30, 2002
                                                         2004               2003             2002             2001
                                                                                                       (unaudited)
                                                       GBP000             GBP000           GBP000           GBP000          GBP000
<S>                                                       <C>                <C>              <C>              <C>             <C>
Balance brought forward                                43,114              7,453            7,453            7,453           7,453
Premium on shares issued on conversion of
bonds                                                  29,508                438                -                -               -
Premium on issue of shares via placing                      -             35,223                -                -               -
------------------------------------------- ------------------ ------------------ ---------------- ---------------- ---------------
------------------------------------------- ------------------ ------------------ ---------------- ---------------- ---------------
Balance carried forward                                72,622             43,114            7,453            7,453           7,453
------------------------------------------- ------------------ ------------------ ---------------- ---------------- ---------------

20.      CAPITAL REDEMPTION RESERVE

                                                 For the year       For the year      For the six      For the six    For the year
                                                        ended              ended     months ended     months ended           ended
                                                 December 31,       December 31,     December 31,     December 31,   June 30, 2002
                                                         2004               2003             2002             2001
                                                                                                       (unaudited)
                                                       GBP000             GBP000           GBP000           GBP000          GBP000

------------------------------------------- ------------------ ------------------ ---------------- ---------------- ---------------
------------------------------------------- ------------------ ------------------ ---------------- ---------------- ---------------
Balance brought forward and carried
forward                                                 3,204              3,204            3,204            3,204           3,204
------------------------------------------- ------------------ ------------------ ---------------- ---------------- ---------------
</TABLE>


                                      F27


SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)


<TABLE>
<CAPTION>
21.   SHARE PURCHASE RESERVE
                                               For the year     For the year      For the six       For the six   For the year
                                                      ended            ended     months ended      months ended          ended
                                               December 31,     December 31,     December 31,      December 31,       June 30,
                                                       2004             2003             2002              2001           2002
                                                                                                    (unaudited)
                                                     GBP000           GBP000           GBP000            GBP000         GBP000
<S>                                                     <C>              <C>              <C>               <C>            <C>
------------------------------------------- ---------------- ---------------- ---------------- ----------------- --------------
------------------------------------------- ---------------- ---------------- ---------------- ----------------- --------------
Balance brought forward and carried
forward                                              92,054           92,054           92,054            92,054         92,054
------------------------------------------- ---------------- ---------------- ---------------- ----------------- --------------
</TABLE>


<TABLE>
<CAPTION>
22.   CAPITAL RESERVE
                                               For the year     For the year      For the six       For the six   For the year
                                                      ended            ended     months ended      months ended          ended
                                               December 31,     December 31,     December 31,      December 31,       June 30,
                                                       2004             2003             2002              2001           2002
                                                                                                    (unaudited)
                                                     GBP000           GBP000           GBP000            GBP000         GBP000
<S>                                                     <C>              <C>              <C>               <C>            <C>
Capital reserve brought forward                     281,902          258,995          216,705           208,935        208,935
Realized gains on private equity fund
distributions                                        30,849           10,985           58,425             4,765         11,553
Realized gains on listed equities                       278              143                -                 -              -
Costs charged to capital                              (928)          (3,357)                -                 -              -
Realized exchange gains/(losses) on
non-currency balances                                    12              938            (901)                 -              -
Realized exchange gains/(losses) on                      52            (599)              623              (94)             42
currency balances
Realized exchange gains/(losses) on sale
of money market instruments                              74            (234)            (428)               312            361
Decrease/(increase) in unrealized losses
on private equity funds                              81,509           14,032         (15,456)          (16,488)        (4,258)
Increase in unrealized gains on listed
equities                                              3,412              564               -                 -              -
Increase in unrealized exchange gains on
money market instruments                                  8              532               36             (268)             56
Exchange losses on consolidation                       (34)             (31)             (32)                 -              -
Minority interest - equity                             (84)             (66)               23                20             16
------------------------------------------- ---------------- ---------------- ---------------- ----------------- --------------
Balance carried forward                             397,050          281,902          258,995           197,182        216,705
------------------------------------------- ---------------- ---------------- ---------------- ----------------- --------------
</TABLE>


                                      F28

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)



<TABLE>
<CAPTION>
23.  REVENUE RESERVE
                                             For the year     For the year      For the six       For the six    For the year
                                                    ended            ended     months ended      months ended           ended
                                             December 31,     December 31,     December 31,      December 31,   June 30, 2002
                                                     2004             2003             2002              2001
                                                                                                  (unaudited)
                                                   GBP000           GBP000           GBP000            GBP000          GBP000
<S>                                                  <C>               <C>              <C>               <C>             <C>
Balance brought forward                           (6,311)            (780)            1,405             2,960           2,960
Transfer to revenue account                       (4,746)          (5,531)          (2,185)               177         (1,555)
----------------------------------------- ---------------- ---------------- ----------------- ---------------- ---------------
----------------------------------------- ---------------- ---------------- ----------------- ---------------- ---------------
Balance carried forward                          (11,057)          (6,311)            (780)             3,137           1,405
----------------------------------------- ---------------- ---------------- ----------------- ---------------- ---------------


24.  RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

                                             For the year     For the year       For the six      For the six    For the year
                                                    ended            ended      months ended     months ended           ended
                                             December 31,     December 31,      December 31,     December 31,   June 30, 2002
                                                     2004             2003              2002             2001
                                                                                                  (unaudited)
                                                   GBP000           GBP000            GBP000          GBP'000          GBP000
Revenue deficit attributable to equity
shareholders                                       (4,746)          (5,531)           (2,185)              177         (1,555)
Dividends                                               -                -                 -                -               -
----------------------------------------- ---------------- ---------------- ----------------- ---------------- ---------------
----------------------------------------- ---------------- ---------------- ----------------- ---------------- ---------------
                                                   (4,746)          (5,531)           (2,185)              177         (1,555)
Non-distributable capital gain for the
period                                            115,148           22,907            42,290         (11,753)           7,770
Shares issued on conversion of 2011
bonds                                               9,875              150                 -                -               -
Share premium on conversion of 2011
bonds                                              29,508              438                 -                -               -
Shares issued on placing of new shares                  -           10,239                 -                -               -
Share premium on placing of new shares                  -           35,223                 -                -               -
----------------------------------------- ---------------- ---------------- ----------------- ---------------- ---------------

Net addition to shareholders' funds               149,785           63,426            40,105         (11,576)           6,215
Shareholders' funds brought forward               526,618          463,192           423,087          416,872         416,872
----------------------------------------- ---------------- ---------------- ----------------- ---------------- ---------------
----------------------------------------- ---------------- ---------------- ----------------- ---------------- ---------------
Shareholders' funds carried forward               676,403          526,618           463,192          405,296         423,087
----------------------------------------- ---------------- ---------------- ----------------- ---------------- ---------------
</TABLE>


25.  NET ASSET VALUE PER ORDINARY SHARE

Calculation  of the net asset  values  per share are based on net assets of
GBP676,403,000 (December 31, 2003:  GBP526,618,000) and on 122,529,853 (December
31, 2003: 112,655,174) ordinary shares in issue at the balance sheet date.

The  diluted  net  asset  values  per share  assume  GBP49.0  million  2013
convertible  bonds are converted at the balance sheet date at an exercise  price
of 480p into  10,208,333 new shares  (December 31, 2003:  not  dilutive).  It is
further  assumed that the  GBP39.4 million  2011  convertible  bonds in issue at
December  31,2003 are  converted at that date at an exercise  price of 399p into
9,874,687 new shares.

The diluted net asset values per share also assume that share options (note
18) with a strike price lower than the  undiluted  net asset value per share are
exercised  at the  balance  sheet  date.  This  would  result in the issue of an
additional   6,761,016   ordinary  shares  for  consideration  of  GBP27,462,000
(December 31, 2003: 5,391,904 shares for consideration of GBP20,881,000).



                                      F29

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)




25.  NET ASSET VALUE PER ORDINARY SHARE (continued)

Therefore,  the  calculation  of the diluted net asset values per share are
based on net assets of  GBP752,865,000  and on  139,499,202  ordinary  shares in
issue at the balance sheet date (December 31, 2003: net assets of GBP586,899,000
and 127,921,765 ordinary shares).



26.  RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW/(OUTFLOW) FROM
     OPERATING ACTIVITIES
<TABLE>
<CAPTION>
                                                                                        For the year   For the year ended
                                                                                               ended    December 31, 2003
                                                                                        December 31,
                                                                                                2004

                                                                                              GBP000               GBP000
<S>                                                                                            <C>                  <C>
Net return/(deficit) before finance costs and taxation                                         1,164                (607)
Foreign exchange losses/(gains) on revenue items                                                  75                (178)
Capital expenses paid                                                                          (874)                (602)
Increase in accrued income                                                                     1,659              (1,059)
Decrease/(increase) in debtors                                                                 (211)                (211)
Decrease/(increase) in creditors                                                                 755                  386
---------------------------------------------------------------------------------- ------------------ --------------------
---------------------------------------------------------------------------------- ------------------ --------------------
Net cash inflow/(outflow) from operating activities                                            2,568              (2,271)
---------------------------------------------------------------------------------- ------------------ --------------------

                                                                                         For the six   For the six months
                                                                                        months ended                ended
                                                                                        December 31,    December 31, 2001
                                                                                                2002          (unaudited)

                                                                                              GBP000               GBP000
Net return before finance costs and taxation                                                   (697)                  576
Foreign exchange losses/(gains) on revenue items                                                  17                 (26)
(Increase)/decrease in accrued income                                                          (861)                  196
(Increase)/decrease in debtors                                                                  (24)                   78
Increase in creditors                                                                          1,657                  427
---------------------------------------------------------------------------------- ------------------ --------------------
---------------------------------------------------------------------------------- ------------------ --------------------
Net cash inflow from operating activities                                                         92                1,251
---------------------------------------------------------------------------------- ------------------ --------------------


                                                                                                             For the year
                                                                                                                    ended
                                                                                                            June 30, 2002

                                                                                                                   GBP000
Net return before finance costs and taxation                                                                          384
Foreign exchange gains on revenue items                                                                               (3)
Increase  in accrued income                                                                                         (604)
Increase  in debtors                                                                                                 (15)
Increase in creditors                                                                                                  27
---------------------------------------------------------------------------------- ------------------ --------------------
---------------------------------------------------------------------------------- ------------------ --------------------
Net cash outflow from operating activities                                                                          (211)
---------------------------------------------------------------------------------- ------------------ --------------------
</TABLE>

                                      F30

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)


<TABLE>
<CAPTION>
27.    ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

                                                                 January 1,  Exchange        Debt  Amortization  Cashflow   December
                                                                       2004      loss  conversion       of debt             31, 2004
                                                                                                          costs
                                                                     GBP000    GBP000      GBP000        GBP000    GBP000     GBP000
<S>                                                                     <C>       <C>         <C>           <C>       <C>        <C>
Cash at bank                                                          5,791      (57)           -             -     8,427     14,161
Debt due:
  within one year                                                         -         -           -             -         -          -
  after more than one year                                         (87,619)         -      39,400         (707)         -   (48,926)
----------------------------------------------------------------- ---------- --------- ----------- ------------- --------- ---------
----------------------------------------------------------------- ---------- --------- ----------- ------------- --------- ---------
Net debt                                                           (81,828)      (57)      39,400         (707)     8,427   (34,765)
----------------------------------------------------------------- ---------- --------- ----------- ------------- --------- ---------
</TABLE>


<TABLE>
<CAPTION>
                    January  Exchange   Amortization    Cashflow   December    July 1,   Exchange  Amortization  Cashflow   December
                    1, 2003      loss  of debt costs               31, 2003      2002        loss       of debt             31, 2002
                                                                                                          costs
                     GBP000    GBP000         GBP000      GBP000     GBP000    GBP000      GBP000        GBP000    GBP000     GBP000
<S>                     <C>       <C>            <C>         <C>        <C>       <C>         <C>           <C>       <C>        <C>
Cash at bank          4,887     (452)              -       1,356      5,791     9,303         574             -   (4,990)      4,887
Debt due:
  within one year         -         -              -           -          -         -           -             -         -          -
  after more than  (39,201)         -            493    (48,911)   (87,619)  (39,152)           -          (49)         -   (39,201)
  one year
----------------- ---------- --------- -------------- ----------- ---------- --------- ----------- ------------- --------- ---------
----------------- ---------- --------- -------------- ----------- ---------- --------- ----------- ------------- --------- ---------
Net debt           (34,314)     (452)            493    (47,555)   (81,828)  (29,849)         574          (49)   (4,990)   (34,314)
----------------- ---------- --------- -------------- ----------- ---------- --------- ----------- ------------- --------- ---------


                  July 1,    Exchange   Amortization    Cashflow   December   July 1,    Exchange  Amortization  Cashflow   June 30,
                     2001        loss        of debt               31, 2001      2001        gain       of debt                 2002
                                               costs                                                      costs
                          (unaudited)    (unaudited) (unaudited)
                   GBP000      GBP000         GBP000      GBP000     GBP000    GBP000      GBP000        GBP000    GBP000     GBP000
Cash at bank        7,191        (68)              -         835      7,958     7,191          45             -     2,067      9,303
Debt due:
  within one year       -           -              -           -          -         -           -             -         -          -
  after more than       -           -           (18)    (39,325)   (39,343)         -           -           173  (39,325)   (39,152)
  one year
----------------- -------- ----------- -------------- ----------- ---------- --------- ----------- ------------- --------- ---------
----------------- -------- ----------- -------------- ----------- ---------- --------- ----------- ------------- --------- ---------
Net funds/(debt)    7,191        (68)           (18)    (38,490)   (31,385)     7,191          45           173  (37,258)   (29,849)
----------------- -------- ----------- -------------- ----------- ---------- --------- ----------- ------------- --------- ---------
</TABLE>

                                      F31

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)


28.    RELATED PARTY TRANSACTIONS

The Company has appointed Schroder Investment Management Limited ("SIM"), a
wholly owned  subsidiary of Schroders plc, to provide  company  secretarial  and
administrative  services.  Under the terms of this agreement, SIM is entitled to
receive an annual fee equal to the greater of GBP75,000 or the  aggregate of (i)
0.12% per annum of the first GBP50  million of net assets,  (ii) 0.06% per annum
of the next GBP50  million of such net assets and (iii)  0.04% of the  remaining
net assets.  The agreement is subject to a four-month  notice period.  The total
fees, including VAT, paid or payable to SIM for these services in respect of the
year ended  December  31, 2004 were  GBP342,000  (year ended  December 31, 2003:
GBP280,000;  six months ended  December 31, 2002:  GBP144,000;  six months ended
December  31,  2001:  GBP123,000;  year ended  June 30,  2002:  GBP246,000).  In
addition,  SIM  receives  fees for the  provision  of  taxation  services to the
Company.  The total fees paid or payable to SIM for these services in respect of
the year ended  December 31, 2004 was GBP22,000  (year ended  December 31, 2003:
GBP22,000;  six months  ended  December 31,  2002:  GBP11,000;  six months ended
December 31, 2001: GBP11,000; year ended June 30, 2002: GBP22,000).

In  consideration   for  its  management  of  the  Company's  money  market
portfolio,  SIM  receives  a fee  based on the  average  value of the  Company's
month-end  cash and money  market  portfolio,  excluding  funds  managed by SIM,
calculated  at the rate of 0.10% per annum on the first GBP75 million of assets,
0.05% on the next GBP75 million and 0.03%  thereafter,  subject to a minimum fee
of GBP20,000 per annum. The total fees, including VAT, paid or payable for these
services  in respect of the year ended  December  31, 2004 was  GBP44,000  (year
ended  December  31,  2003:  GBP20,000;  six months  ended  December  31,  2002:
GBP18,000;  six months ended December 31, 2001:  GBP18,000;  year ended June 30,
2002: GBP25,000).

At December 31, 2004, SVG Capital held an investment of GBP9.71  million in
the Schroder Offshore Cash Fund (December 31, 2003:  GBP9.96 million).  SIM also
provides certain administrative services to SVG Advisers Limited. The total cost
of these services for the year ended December 31, 2004 amounted to GBP44,000.

SIM has also facilitated  investment trust dealing services. The total cost
to the Company for this service, payable to Lloyds TSB Registrars,  for the year
to December 31, 2004 was GBP9,000 (year ended December 31, 2003: GBP12,000;  six
months ended December 31, 2002: GBP12,000; year ended June 30, 2002: GBP21,000).

On May 8, 2003, SVG Advisers Limited ("SVGA"), a wholly owned subsidiary of
SVG Capital plc ("SVG"),  assigned a debt in respect of a future  revenue stream
for EUR2.28 million due from Schroder Investment Management (Ireland) Limited to
SVG Capital plc for  consideration of EUR2.28  million.  At December 31, EUR0.70
million was outstanding.

John McLachlan and Nicholas Ferguson are members of the Advisory Committees
of certain of the  Schroder  Ventures'  and  Permira  funds in which the Company
invests.

Nicholas  Ferguson  and members of his family and Andrew  Williams  have an
interest  in the  Carried  Interest  in  respect  of  certain  Funds.  With  the
introduction of the Executive Share Option Plan in May 2001,  Nicholas  Ferguson
and Andrew Williams gave up a portion of their  entitlement to Carried  Interest
on  existing  Funds and any  entitlement  they may have to Carried  Interest  on
Schroder  Ventures  or  Permira  funds  launched  after 2001 in return for share
options granted by the Company under the Executive  Share Option Plan.  Nicholas
Ferguson  and  Andrew  Williams  also  participate  in  the  Schroder   Ventures
Co-Investment  Scheme  and  Schroder  Ventures  Investments  Limited.  They have
received no new carried interest  allocations and made no new commitments  since
they joined SVG Capital in 2001.



                                      F32

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)


29.      RISK

The  following  disclosures  relating to the risks faced by the Company are
provided in accordance with UK Financial Reporting Standard 13, "Derivatives and
other financial instruments disclosures".

Financial instruments and risk profile

The  Company's  principal   investment  objective  is  to  achieve  capital
appreciation by investing primarily in an international portfolio of buy-out and
development  capital funds, which are managed or advised by Schroder Ventures or
Permira.  These  investments are typically  illiquid.  In addition,  the Company
holds money market  instruments,  cash and short-term deposits and various items
such as debtors and creditors  that arise  directly from its  operations.  These
financial instruments held by the Company are generally liquid.

The holding of securities,  investing  activities and associated  financing
undertaken  pursuant to this objective  involves certain inherent risks.  Events
may occur that would result in either a reduction in the Company's net assets or
a reduction of revenue profits available for dividend.

As an investment  trust,  the Company  invests in  securities  for the long
term. The Company has not taken out any derivatives contracts to date.

Currency risk

The Company is exposed to currency risk directly  since the majority of its
assets and liabilities  are  denominated in foreign  currency and their sterling
value can be significantly  affected by movements in foreign exchange rates. The
Company does not normally hedge against foreign currency movements affecting the
value of its investments,  but takes account of this risk when making investment
decisions.  The Company does have a EUR285m loan facility which, if drawn, would
act as a hedge  against the currency  risk on the value of its  euro-denominated
assets.

<TABLE>
<CAPTION>
Financial assets of the Group                  Floating       Fixed    Non-interest       Total
                                                   rate        rate         bearing
                                                 GBP000      GBP000          GBP000      GBP000
<S>                                                 <C>         <C>             <C>         <C>
Currency denomination of assets at
December 31, 2004:
Sterling                                         23,814           -          24,899      48,713
Euro                                              1,306           -         532,779     534,085
US dollar                                            12           -         115,901     115,913
Japanese yen                                          -           -          22,501      22,501
Canadian dollar                                      16           -          11,687      11,703
------------------------------------------- ------------ ----------- --------------- -----------
------------------------------------------- ------------ ----------- --------------- -----------
                                                                  -
                                                 25,148                     707,767     732,915
------------------------------------------- ------------ ----------- --------------- -----------

Financial assets of the Group                  Floating       Fixed    Non-interest       Total
                                                   rate        rate         bearing

                                                 GBP000      GBP000          GBP000      GBP000

Currency denomination of assets at
December 31, 2003:
Sterling                                         15,680           -          26,430      42,110
Euro                                             31,943           -         409,415     441,358
US dollar                                            29           -         108,952     108,981
Japanese yen                                          -           -          14,625      14,625
Canadian dollar                                      16           -          15,767      15,783
------------------------------------------- ------------ ----------- --------------- -----------
------------------------------------------- ------------ ----------- --------------- -----------
                                                                  -
                                                 47,668                     575,189     622,857
------------------------------------------- ------------ ----------- --------------- -----------
</TABLE>


                                      F33

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)


29.      RISK (continued)

Floating rate  financial  assets  consist of short-term  deposits and money
market funds. Non-interest bearing assets represent the Funds and coinvestments,
and other short-term debtors.  The Company did not hold any fixed rate financial
assets.

Financial liabilities of the Group

The Company issued  GBP49.0  million  nominal of 10 year 4.5%  Subordinated
Convertible Bonds in the year ended December 31, 2003. The Company does not have
any other borrowings at the balance sheet date, although it does have in place a
loan facility of EUR285 million with The Royal Bank of Scotland plc.

The main risk arising from the Company's financial instruments is valuation
risk.  The Board  reviews and agrees policy for managing this risk as summarised
below. This policy has remained substantially  unchanged since the launch of the
Company.

Interest rate risk

The Company's  revenue will be affected by changes in  prevailing  interest
rates since the majority of its income derives from money market instruments and
bank deposit  interest.  It also pays interest on  short-term  loans that may be
taken  out from  time to time.  The  effect  of  interest  rate  changes  on the
valuation  of  investments  and debt  forms  part of  valuation  risk,  which is
considered separately below.

Valuation risk

The Company's  exposure to valuation risk comprises mainly movements in the
value of its underlying investments.  A breakdown of the Fund portfolio is given
in note 13. In accordance  with the Company's  accounting  policies,  set out on
pages 43 to 44,  all  underlying  investments  are  valued by the  Directors  in
accordance  with the current  guidelines  issued by the British  Venture Capital
Association  ("BVCA"),  adopting the  overriding  BVCA  principle that the value
should be a fair one. The Company does not hedge against  movements in the value
of these  investments.  Uncertainty  arises as a result of future changes in the
valuation of the  Company's  underlying  investments,  the majority of which are
unquoted,  and the effect  changes in  exchange  rates may have in the  sterling
value of these investments. Development Stage Equity Investments and Early Stage
Equity  Investments,  by their nature,  involve  uncertainty  as to the ultimate
value likely to be realised on the disposal of those  investments,  particularly
as their unquoted nature means that a ready market may not exist for them.

The Company's  sensitivity to valuation risk will be affected by changes in
levels of  borrowing  and  liquidity,  as approved by the Board.  At 31 December
2004, a 10% movement in the valuation of the Group's Fund  portfolio,  including
UK listed equity funds and co-investments, would result in a 10.4% change in net
asset value per share.

The  Directors  believe  that  the  diversified  nature  of  the  Company's
portfolio and the number of underlying  investments  in the Funds  significantly
reduces the risks normally associated with making investments in the buy-out and
development capital markets.

Holdings risk

In certain circumstances,  the Company may wish to transfer its holdings in
particular  Funds.  In a majority of the Funds in which the Company will invest,
the general partner,  trustee or manager has the ultimate right, similar to that
exercisable by a board of a private company,  to refuse to register the transfer
of an interest.  While the Company has no reason to believe that any request for
the transfer of an interest would be refused,  it is of course  conceivable that
the general partner's,  trustee's or manager's  overriding  fiduciary duty could
result in its  refusing  to  register  a  particular  transfer  proposed  by the
Company.

If as a consequence of a failure to pay a call, the Company is treated as a
defaulting investor under the relevant Fund, it will suffer a resultant dilution
in interest and possibly the compulsory sale of its interest.

Commitment risk

The nature of investing in buy-out and  development  capital  funds entails
making significant financial  commitments,  as shown in note 17. At December 31,
2004,  the Group had  significant  uncalled  commitments  of  GBP464.5  million,
compared to its consolidated net assets of GBP676.4  million.  It is anticipated
that over the longer term,  and in normal  circumstances,  commitments  would be
financed by distributions  received on the realisation of existing  investments.
In addition, the Group has a EUR285 million loan facility that could be drawn on
to meet commitments as they fall due. However,  a residual risk remains that the
Group could be unable to meet its future commitments in full.


                                      F34

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)


30.  DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES

The  group's   consolidated   accounts  are  prepared  in  accordance  with
accounting principles generally accepted in the United Kingdom ("UK GAAP") which
differ from United States generally accepted accounting  principles ("US GAAP").
The significant differences applicable to the Group are summarized below:

Unamortized issue costs

Under UK GAAP,  unamortized  issue  costs are  disclosed  net  against  the
liability to which they relate. Under US GAAP, unamortized costs are shown as an
asset.  The increase in debtors and long-term  creditors  that would result from
applying  US GAAP  amounts to  GBP74,000  for the year ended  December  31, 2004
(2003: GBP781,000), with no change to shareholders' equity.

Stock-based compensation

Under UK GAAP, no compensation  expense arises in relation to the Company's
employees  share option plan.  Under US GAAP, the Company has elected to account
for these options under  Accounting  Principles Board Opinion No. 25 under which
the plan  would be  regarded  as  variable.  As a  result,  expenses  have  been
calculated  based on the  intrinsic  value of the options at the  balance  sheet
dates and are presented in the  reconciliation  of revenue returns under UK GAAP
and US GAAP.

Reconciliaiton of Revenue returns

The  following  is a summary  of the  significant  adjustments  to  revenue
returns  which  would be  required  if US GAAP were to be applied  instead of UK
GAAP:

<TABLE>
<CAPTION>
                                              For the year     For the year      For the six       For the six       For the
                                                     ended            ended     months ended      months ended    year ended
                                              December 31,     December 31,     December 31,      December 31,      June 30,
                                                      2004             2003             2002              2001          2002
                                                                                  (unaudited)       (unaudited)
                                                    GBP000           GBP000           GBP000            GBP000        GBP000
<S>                                                    <C>              <C>              <C>               <C>           <C>
Revenue (deficit)/return on ordinary                (4,746)          (5,531)          (2,185)               177       (1,555)
activities after tax and minority
interest as reported in the consolidated
statement of total return under UK GAAP
Adjustments:
Share-based employee compensation expense           (6,764)          (3,231)                -                 -             -
------------------------------------------- ---------------- ---------------- ---------------- ----------------- -------------

Revenue (deficit)/return on ordinary               (11,510)          (8,762)          (2,185)               177       (1,555)
activities after tax and minority
interest as adjusted to accord with US
GAAP
------------------------------------------- ---------------- ---------------- ---------------- ----------------- -------------
------------------------------------------- ---------------- ---------------- ---------------- ----------------- -------------

Revenue (deficit)/return per share                  (10.2)p          (8.42)p          (2.14)p             0.17p       (1.52)p
calculated on US GAAP revenue deficit
shown above
------------------------------------------- ---------------- ---------------- ---------------- ----------------- -------------
</TABLE>



                                      F35

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)


30.  DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES (CONTINUED)

Consolidated statement of cash flows

The  consolidated  statement of cash flows  prepared under UK GAAP presents
substantially  the  same  information  as that  required  under US GAAP but they
differ with regard to the classification of items within them and as regards the
definition  of cash under UK GAAP and cash and cash  equivalents  under US GAAP.
Under US GAAP  overdrafts  are classified as debt whereas under UK GAAP they are
netted against cash balances.

Under  UK  GAAP,   cash  flows  are  presented   separately  for  operating
activities,  returns on investments and servicing of finance,  taxation, capital
expenditure and financial investment, acquisitions, equity dividends, management
of liquid resources and financing. US GAAP require only three categories of cash
flow activity to be reported;  operating,  investing and  financing.  Cash flows
from  taxation  and returns on  investments  and  servicing  shown under UK GAAP
would,  with the  exception  of  dividends  paid to  minority  shareholders,  be
included  within  operating  activities  under US GAAP. The payment of dividends
would  be  included  within  financing   activities   under  US  GAAP.   Capital
expenditure,   financial   investments  and  acquisitions  are  included  within
investing activities under US GAAP.

The categories of cash flows under US GAAP can be summarized as follows:

<TABLE>
<CAPTION>
                                                                                     Six months       Six months   Year ended
                                                  Year  ended      Year  ended   ended December            Ended      June 30
                                                  December 31      December 31          31 2002      December 31         2002
                                                         2004             2003                              2001
                                                                                                     (unaudited)
                                                       GBP000           GBP000           GBP000           GBP000       GBP000
<S>                                                    <C>              <C>              <C>              <C>            <C>
Cash (outflow)/inflow from operating                   (2,686)          (7,317)         (2,367)          (1,065)        (878)
activities
Cash inflow/(outflow) on investing                      11,110         (86,677)         (1,504)            1,611     (34,539)
activities
Cash inflow/(outflow) from financing                         3           95,350         (1,119)          (1,841)       37,484
activities
-------------------------------------------- ----------------- ---------------- ---------------- ---------------- ------------
-------------------------------------------- ----------------- ---------------- ---------------- ---------------- ------------

Increase/(decrease) in cash and cash                    8,427            1,356          (4,990)              835        2,067
equivalents
Exchange (loss)/gain on cash balances                    (57)            (452)              574             (68)           45
Cash and cash equivalents:
At the start of the period                              5,791            4,887            9,303            7,191        7,191
-------------------------------------------- ----------------- ---------------- ---------------- ---------------- ------------
-------------------------------------------- ----------------- ---------------- ---------------- ---------------- ------------
At the end of the period                               14,161            5,791            4,887            7,958        9,303
-------------------------------------------- ----------------- ---------------- ---------------- ---------------- ------------
</TABLE>



                                      F36

SVG Capital plc
-------------------------------------------------------------------------------
NOTES TO THE ACCOUNTS (continued)


Changes to accounting standards

FAS 123 R: Share-Based Payment

FAS No. 123R - Share based payments, issued December 16,2004

In  December  2004,  the FASB  issued  Statement  of  Financial  Accounting
Standards ("SFAS") No. 123 (revised 2004),  "Share-Based Payments" or SFAS 123R.
This statement  eliminates the option to apply the intrinsic  value  measurement
provisions of Accounting  Principles  Board ("APB") Opinion No. 25,  "Accounting
for Stock Issued to Employees" to stock compensation awards issued to employees.
Rather,  SFAS 123R requires  companies to measure the cost of employee  services
received in exchange for an award of equity  instruments based on the grant-date
fair value of the award.  That cost will be  recognized  over the period  during
which an employee is  required to provide  services in exchange  for the award -
the requisite service period (usually the vesting period).  SFAS 123R applies to
all awards  granted after the required  effective  date and to awards  modified,
repurchased,  or cancelled  after that date. SFAS 123R will be effective for our
fiscal year beginning January 1, 2006. We are currently analyzing the effects of
the new standard including the alternative methods of adoption.

The future impact depends on options granted but had compensation cost been
determined  based  upon the  fair  value of share  options  at grant  date,  the
Company's  net deficit and net  deficit  per share would have  approximated  the
pro-forma amounts computed under SFAS 123R shown below:

<TABLE>
<CAPTION>
                                          For the year      For the year      For the six      For the six    For the year
                                                 ended    ended December     months ended     months ended           ended
                                          December 31,          31, 2003     December 31,     December 31,        June 30,
                                                  2004                               2002             2001            2002
                                                                               (unaudited)      (unaudited)
                                                 GBP000            GBP000           GBP000           GBP000          GBP000
<S>                                                 <C>               <C>              <C>              <C>             <C>
Revenue (deficit)/return on ordinary           (11,510)           (8,762)          (2,185)              177         (1,555)
activities after tax and minority
interest as reported under US GAAP

Reversal of share -based employee                 6,764             3,231                -                -               -
compensation expense as reported
Share-based employee compensation               (1,863)           (1,643)            (655)            (498)           (996)
expense under fair value based method
--------------------------------------- ---------------- ----------------- ---------------- ---------------- ---------------

Pro forma net deficit                           (6,609)           (7,174)          (2,840)            (321)         (2,551)
--------------------------------------- ---------------- ----------------- ---------------- ---------------- ---------------
--------------------------------------- ---------------- ----------------- ---------------- ---------------- ---------------

Revenue deficit per share - pro forma           (5.83)p           (6.90)p          (2.78)p          (0.31)p         (2.49)p
--------------------------------------- ---------------- ----------------- ---------------- ---------------- ---------------
</TABLE>

The adjustment  in respect of stock  options does not affect the Company's net
assets under US GAAP, as the charge to the revenue  account would be matched by
a corresponding credit to reserves.





<TABLE>
<CAPTION>
--------------- --------------------------------------------------------------------------------------- --------------
                                                      Exhibit Name
Exhibit
Number
<S>                                                     <C>                                                 <C>
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
1.1             Memorandum of Association                                                                    *
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
1.2             Articles of Association, as adopted on December 5, 2000                                      *
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
2.1             Trust Deed, dated May 20, 2003, between the Company and The Law Debenture Trust            *****
                Corporation p.l.c.
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
2.2             First Supplemental Trust Deed, dated July 17, 2003, between the Company and The Law        *****
                Debenture Trust Corporation p.l.c.
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
2.3             Second Supplemental Trust Deed, dated July 21, 2003, between the Company and The Law       *****
                Debenture Trust Corporation p.l.c.
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
2.4             Third Supplemental Trust Deed, dated August 8, 2003, between the Company and The Law       *****
                Debenture Trust Corporation p.l.c.
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.1             Deposit Agreement, dated November 30, 2000, between the Company and The Bank of New          **
                York
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.2             Services Agreement, dated March 16, 2001, between the Company and Schroder Ventures          **
                K.K. (Japan)
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.3             Services Agreement, dated March 16, 2001, between the Company and Schroder Capital           **
                Partners Limited (Asia)
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.4             Services Agreement, dated March 16, 2001, between the Company and Schroders &                **
                Associates Canada Inc. (Canada)
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.5             Services Agreement, dated March 16, 2001, between the Company and Schroder Ventures          **
                Life Sciences Advisers Limited (Life Sciences)
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.6             Services Agreement, dated March 16, 2001, between the Company and Schroder Venture           **
                Partners LLC (U.S.)
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.7             Services Agreement, dated March 16, 2001, among the Company, Schroder Ventures               **
                (London) Limited and Schroder Ventures Europe BV
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.8             Services Agreement, dated March 16, 2001, between Schroder Ventures (London) Limited         **
                and Schroder Ventures Limited
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.9             Services Agreement, dated March 16, 2001, between Schroder Ventures (London) Limited         **
                and Schroder Ventures Investments Limited
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.10            Services Agreement, dated March 16, 2001, between Schroder Ventures (London) Limited         **
                and Schroders plc
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.11            Fund of Funds Agreement, dated March 16, 2001, between Schroder Ventures (London)            **
                Limited and Schroder Investment Management (Ireland) Limited
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.12            Facility Agreement, dated September 24, 2004, between the Company,  Barings                Filed
                (Guernsey) Limited, The Governor and Company of The Bank of Scotland and The Royal        herewith
                Bank of Scotland plc
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.13            The Executive Share Option Plan                                                              **
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.14            Placing Agreement, dated October 3, 2003, between the Company and J.P. Morgan              *****
                Securities Limited
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.15            Operating Agreement, dated March 21, 2005, between the Company and Permira Holdings        Filed
                Limited and the Company and certain other Permira Entities                                herewith
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
4.16            Subscription Agreement, dated March 21, 2005, between the Company and Permira              Filed
                Capital Limited                                                                           herewith
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
8.1             List of Subsidiaries of the Company                                                          **
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
11.1            The Company's Code of Ethics                                                               Filed
                                                                                                          herewith
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
12.1            Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)                    Filed
                                                                                                          herewith
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
12.2            Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)                    Filed
                                                                                                          herewith
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
13.1            Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(b)                  Furnished
                                                                                                          herewith
--------------- --------------------------------------------------------------------------------------- --------------
--------------- --------------------------------------------------------------------------------------- --------------
13.2            Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(b)                  Furnished
                                                                                                          herewith
--------------- --------------------------------------------------------------------------------------- --------------
----------------------------------------------------------------------------------------------------------------------
</TABLE>

   * Incorporated herein by reference to the Company's 2000 annual report on
            Form 20-F, filed with the Commission on January 16, 2001

   ** Incorporated herein by reference to the Company's 2001 annual report on
            Form 20-F, filed with the Commission on November 8, 2001

  *** Incorporated herein by reference to the Company's 2002 annual report on
           Form 20-F, filed with the Commission on December 20, 2002

**** Incorporated herein by reference to the Company's December 2002 transition
        report on Form 20-F, filed with the Commission on April 3, 2003

 ***** Incorporated herein by reference to the Company's 2003 annual report on
             Form 20-F, filed with the Commission on July 13, 2004

--------------------------------------------------------------------------------





--------

1 SVG Diamond Private Equity plc and SVG Diamond Holdings Limited

2  at 31 December 2004 exchange rates

+ The full GBP8.8 million in Silverlink was called from and paid by SVG Capital
before December 31, 2002.



                                                                   Exhibit 12.1

                                 CERTIFICATION

I, Andrew Williams, the Principal Executive Officer of SVG Capital, plc,
certify that:

1. I have reviewed this annual report on Form 20-F of SVG Capital, plc.;

2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the company
as of, and for, the periods presented in this report;

4. The company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

     a) Designed such disclosure  controls and  procedures,  or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that  material  information  relating to the company,  including its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

     b) (Intentionally omitted);

     c) Evaluated the  effectiveness of the company's  disclosure  controls
     and  procedures  and  presented  in this report our  conclusions  about the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

     d)  Disclosed  in this  report  any change in the  company's  internal
     control over financial reporting that occurred during the period covered by
     the annual report that has materially affected,  or is reasonably likely to
     materially affect, the company's internal control over financial reporting;
     and

5. The company's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
company's auditors and the audit committee of the company's board of
directors (or persons performing the equivalent functions):

     a) All significant  deficiencies and material weaknesses in the design
     or  operation  of  internal  control  over  financial  reporting  which are
     reasonably  likely to  adversely  affect the  company's  ability to record,
     process, summarize and report financial information; and

     b) Any fraud,  whether or not material,  that  involves  management or
     other  employees  who have a  significant  role in the  company's  internal
     control over financial reporting.


                                             /s/Andrew Williams
                                             Andrew Williams
                                             Principal Executive Officer
Date: July 11, 2005




                                                                    Exhibit 12.2

                                 CERTIFICATION

I, Christopher Morris, the Principal Financial Officer of SVG Capital, plc,
certify that:

1. I have reviewed this annual report on Form 20-F of SVG Capital, plc.;

2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the company
as of, and for, the periods presented in this report;

4. The company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

     a) Designed such disclosure  controls and  procedures,  or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that  material  information  relating to the company,  including its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

     b) (Intentionally omitted);

     c) Evaluated the  effectiveness of the company's  disclosure  controls
     and  procedures  and  presented  in this report our  conclusions  about the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

     d)  Disclosed  in this  report  any change in the  company's  internal
     control over financial reporting that occurred during the period covered by
     the annual report that has materially affected,  or is reasonably likely to
     materially affect, the company's internal control over financial reporting;
     and

5. The company's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
company's auditors and the audit committee of the company's board of
directors (or persons performing the equivalent functions):

     a) All significant  deficiencies and material weaknesses in the design
     or  operation  of  internal  control  over  financial  reporting  which are
     reasonably  likely to  adversely  affect the  company's  ability to record,
     process, summarize and report financial information; and

     b) Any fraud,  whether or not material,  that  involves  management or
     other  employees  who have a  significant  role in the  company's  internal
     control over financial reporting.

                                             /s/Christopher Morris
                                             Christopher Morris
                                             (Principal Financial Officer)
Date: July 11, 2005





                                                                    Exhibit 13.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
           PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Andrew Williams, the Principal Executive Officer of SVG
Capital, plc (the "Company"), has executed this certification in connection
with the filing with the Securities and Exchange Commission of the Company's
Annual Report on Form 20-F for the Fiscal Year ended December 31, 2004 (the
"Report").

The undersigned hereby certifies that:

  (1)   the Report fully complies with the requirements of Section 13(a) or
        15(d) of the Securities Exchange Act of 1934, as amended; and

  (2)   the information contained in the Report fairly presents, in all
        material respects, the financial condition and results of operations
        of the Company.
                                             /s/Andrew Williams
                                             Andrew Williams
                                             Principal Executive Officer
Date: July 11, 2005


                                                                   Exhibit 13.2

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
           PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Christopher Morris, the Principal Financial Officer of SVG
Capital, plc (the "Company"), has executed this certification in connection
with the filing with the Securities and Exchange Commission of the Company's
Annual Report on Form 20-F for the Fiscal Year ended December 31, 2004 (the
"Report").

The undersigned hereby certifies that:

  (1)   the Report fully complies with the requirements of Section 13(a) or
        15(d) of the Securities Exchange Act of 1934, as amended; and

  (2)   the information contained in the Report fairly presents, in all
        material respects, the financial condition and results of operations
        of the Company.
                                              /s/Christopher Morris
                                             Christopher Morris
                                             Principal Financial Officer
Date: July 11, 2005


                                                                   Exhibit 11.1

SVG Capital plc (the "Company")
Code of Ethics

1.  Introduction

The Board of  Directors  of SVG Capital Plc has adopted this code of ethics (the
"Code"),  which is applicable to all its Relevant  Officers to deter  wrongdoing
and to promote:- o honest and ethical conduct, including the ethical handling of
actual or apparent  conflicts  of interest  between  personal  and  professional
relationships;

     o    the full, fair, accurate,  timely and understandable disclosure of the
          Company's  financial results in compliance with applicable  accounting
          standards;

     o    promote  compliance  with  applicable  governmental  laws,  rules  and
          regulations;

     o    the prompt internal  reporting to an appropriate  person identified in
          the Code of  violations of the Code and  accountability  for adherence
          to, the Code.

2. Relevant Officers
The Code is applicable to:-

          The Chief Executive of SVG Advisers;
          The Principle Financial Officer;
          Directors and Executives employed by subsidiaries of SVG Capital plc

For the purposes of the Code, persons from time to time holding any of the above
positions shall be a Relevant Officer.

3. Honest and Ethical Conduct
Each Relevant Officer must:

     o    Engage in and  promote  honest  and  ethical  conduct,  including  the
          ethical  handling of actual or apparent  conflicts of interest between
          personal and professional relationships;

     o    Comply with applicable  laws, rules and regulations and accounting and
          auditing standards.

     o    Take  all  reasonable  measures  to  protect  the  confidentiality  of
          non-public information about SVG Capital plc or any subsidiary, and to
          prevent  the  unauthorised   disclosure  of  such  information  unless
          required  by  applicable  law or  regulation  or legal  or  regulatory
          process;

     o    Act in good faith,  responsibly,  with due care, competence,  prudence
          and diligence, without misrepresenting material facts; and

     o    Adhere to a high standard of business ethics and not seek  competitive
          advantage through unlawful or unethical business practices.

4. Disclosure
The  contents  of and the  disclosures  in the reports  and  documents  that the
Company files with the Securities and Exchange  Commission (the "SEC") and other
public  communications shall be full, fair, accurate,  timely and understandable
in accordance  with  applicable  disclosure  standards,  including  standards of
materiality, where appropriate.

Each  Relevant  Officer  must not  knowingly  misrepresent,  or cause  others to
misrepresent,  facts about the Company to others,  whether within or outside the
Company,  including to the Company's independent auditors, in relation to his or
her area of  responsibility,  properly  review and critically  analyse  proposed
disclosure for accuracy and completeness.

In addition,  the Chief  Executive of SVG Advisers and the  Principle  Financial
Officer, must familiarise themselves with the disclosure requirements applicable
to the Company as well as the business and financial operations of the Company.

5.  Compliance
It is the  Company's  policy to comply with all  applicable  governmental  laws,
rules  and  regulations.  It is the  personal  responsibility  of each  Relevant
Officer  to,  and each  Relevant  Officer  must,  adhere  to the  standards  and
restrictions  imposed by those  laws,  rules and  regulations,  including  those
relating to accounting and auditing matters.

6. Reporting and Accountability
The Audit  Committee of the Board of SVG Capital Plc is responsible for applying
this Code to specific  situations in which questions are presented to it and has
the authority to interpret this Code in any particular  situation.  Any Relevant
Officer who becomes  aware of any existing or  potential  breach of this Code is
required to notify the Chairman of the Audit Committee  promptly.  Failure to do
so is itself a breach of this Code.

Each  Relevant  Officer  must not  retaliate  against  any  employee or Relevant
Officer for reports of potential violations that are made in good faith.

The Company will follow the following  procedures in investigating and enforcing
this Code and in  reporting  on the Code:

          o    The  Audit  Committee  will  take  all   appropriate   action  to
               investigate any breaches reported to it.

          o    If the Audit Committee determines that a breach has occurred,  it
               will inform the Board of Directors.

          o    Upon being  notified that a breach has  occurred,  the Board will
               take or authorise such  disciplinary  or preventive  action as it
               deems  appropriate,  after consultation with the Audit Committee,
               up to and  including  dismissal  or, in the event of  criminal or
               other serious violations of law, notification of the SEC or other
               appropriate law enforcement authorities.

          o    Any changes to or waivers of this Code will be  disclosed  in the
               Company's annual report on Form 20-F.

7. Waivers
Any waiver (a material  departure  from a provision  of the Code) or an implicit
waiver  (failure to take action within a reasonable  period of time  regarding a
material  departure  from a provision of the Code that has been made known to an
executive  officer of the Company)  from a provision of this Code is required to
be disclosed in the Company's Annual Report on Form 20-F or a Report on Form 6-K
filed with the SEC.

8. Enquiries
All enquiries in relation to this Code or its applicability to particular people
or  situations  should be addressed to the Company  Secretary or the Chairman of
the Audit Committee.





                                                                   Exhibit 4.12



                                                              EXECUTION COPY

                             DATED 24 SEPTEMBER 2004

                                 SVG CAPITAL PLC
               (FORMERLY KNOWN AS SCHRODER VENTURES INTERNATIONAL
                              INVESTMENT TRUST PLC)
                                       AND
                  BARINGS (GUERNSEY) LIMITED as trustee of the
                                 PLATINUM TRUST
                                      WITH

                THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
                                       AND
                         THE ROYAL BANK OF SCOTLAND PLC
                         ACTING AS JOINT LEAD ARRANGERS

                         THE ROYAL BANK OF SCOTLAND PLC
                                ACTING AS TRUSTEE

                         THE ROYAL BANK OF SCOTLAND PLC
                                 ACTING AS AGENT

                         THE ROYAL BANK OF SCOTLAND PLC
                             ACTING AS ISSUING BANK

                THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
                                       AND
                         THE ROYAL BANK OF SCOTLAND PLC
                               AS ORIGINAL LENDERS

                               AMENDMENT AGREEMENT
                          RELATING TO A EUR285,000,000
                               FACILITY AGREEMENT
                 DATED 16 MARCH 2001 AS AMENDED ON 16 JUNE 2003


THIS AGREEMENT is dated 24 September 2004 and is made between:

(1)  SVG  CAPITAL  PLC  (formerly  known  as  SCHRODER  VENTURES   INTERNATIONAL
     INVESTMENT  TRUST PLC) (registered  number) 3066856 and BARINGS  (GUERNSEY)
     LIMITED as trustee of the PLATINUM TRUST (together,  the  "Obligors");

(2)  THE  GOVERNOR  AND  COMPANY OF THE BANK OF  SCOTLAND  and THE ROYAL BANK OF
     SCOTLAND PLC (the "Joint Lead Arrangers");

(3)  THE ROYAL BANK OF SCOTLAND PLC as agent of the Lenders (the "Agent");

(4)  THE ROYAL BANK OF SCOTLAND PLC as security trustee for and on behalf of
     the Agent and the Lenders (the "Trustee");

(5)  THE  GOVERNOR  AND  COMPANY OF THE BANK OF  SCOTLAND  and THE ROYAL BANK OF
     SCOTLAND PLC as original lenders (the "Original Lenders"); and

(6)  THE ROYAL BANK OF SCOTLAND PLC as issuing bank (the  "Issuing  Bank").

IT IS AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions
     In this Agreement:

"Effective  Date"  means the date on which the Agent  confirms  to the  Original
Lenders and each Obligor that it has received  each of the  documents  listed in
Schedule 1 (Conditions  Precedent) in a form and substance  satisfactory  to the
Agent (acting reasonably).

"Restated  Agreement" means the Original Facility Agreement,  as amended by this
Agreement, the terms of which are set out in Schedule 2 (Restated Agreement).

"Original Facility Agreement" means the EUR225,000,000  multicurrency  revolving
facility  agreement  dated 16 March 2001 as amended on 16 June 2003  between the
Obligors, the Agent, The Royal Bank of Scotland plc as arranger and others.

1.2  Incorporation of Defined Terms


     (a)  Unless a contrary indication appears, a term used in any other Finance
          Document  or in any  notice  given  under  or in  connection  with any
          Finance  Document  has the same  meaning in that  Finance  Document or
          notice as in this Agreement.

     (b)  The principles  of  construction  set out in the Original Facility
          Agreement shall have effect as if set out in this Agreement.

1.3   Clauses


     (a)  In this Agreement any reference to a "Clause" or "Schedule" is, unless
          the context otherwise requires, a reference to a Clause or Schedule of
          this Agreement.

                                       1



     (b)  Clause and Schedule headings are for ease of reference only.

2.   AMENDMENT AND RESTATEMENT

2.1  Original Facility Agreement
     With effect from the Effective Date, the Original Facility  Agreement shall
     be amended and restated so that it shall be read and construed for all
     purposes as set out in Schedule 2 (Restated Agreement).

3.   REPRESENTATIONS

     The Obligors make the representations set out in Clause 19 of the Original
     Facility  Agreement  on the  Effective  Date as if each  reference in those
     representations to "this Agreement" or "the Finance  Documents"  includes a
     reference to (a) this Agreement and (b) the Restated Agreement.

4.   CONTINUITY AND FURTHER ASSURANCE

4.1  Continuing obligations
     The provisions of the Finance Documents shall, save as amended in this
     Agreement, continue in full force and effect.

4.2  Further assurance

     Each of the  Obligors  shall,  at the  request  of the Agent and at its own
     expense,  do all such acts and things  necessary  or desirable to give
     effect to the amendments  effected or to be effected  pursuant to this
     Agreement.

4.3  Guarantee Facility
     With effect  from the  Effective  Date the  Lenders  make  available a bank
     guarantee facility to SVG under the terms of the Restated Agreement

4.4  Debentures
     Each of the Obligors  acknowledge the Security created under the Debentures
     therefore secures their obligations  under,  inter alia, the bank guarantee
     facility.



5.   FEES, COSTS AND EXPENSES

5.1  Transaction expenses

     SVG shall  promptly on demand pay the Joint Lead  Arrangers,  the Agent and
     the Trustee  the amount of all costs and  expenses  (including  legal fees)
     reasonably  incurred  by any of them in  connection  with the  negotiation,
     preparation,  printing  and  execution  of this  Agreement  and  any  other
     documents referred to in this Agreement.

5.2  Enforcement costs

     SVG shall,  within three Business Days of demand, pay to each Finance Party
     the amount of all costs and  expenses  (including  legal fees)  incurred by
     that  Finance  Party  in  connection   with  the  enforcement  of,  or  the
     preservation of any rights under this Agreement.

5.3  Stamp taxes

     SVG shall pay and,  within three  Business Days of demand,  indemnify  each
     Finance Party against any cost, loss or liability that Finance Party incurs
     in relation to all stamp

                                     2


     duty,  registration  and other  similar  Taxes  payable  in respect of this
     Agreement but not, for the  avoidance of doubt,  in respect of any transfer
     of a Finance Party's rights under this Agreement.

6.   MISCELLANEOUS

6.1  Incorporation of terms
     The  provisions  of clause 34 (Remedies  and  waivers),  clause 33 (Partial
     Invalidity),  clause 38 (Governing Law) and clause 39  (Enforcement) of the
     Original Facility Agreement shall be incorporated into this Agreement as if
     set out in full in this  Agreement and as if references in those clauses to
     "this  Agreement"  or  "the  Finance  Documents"  are  references  to  this
     Agreement.

6.2  Counterparts

     This Agreement may be executed in any number of counterparts,  and this has
     the same effect as if the signatures on the  counterparts  were on a single
     copy of this  Agreement.

THIS AGREEMENT has been entered into on the date stated at the beginning of this
Agreement.

                                     3




                                   SCHEDULE 1
                              CONDITIONS PRECEDENT

1.   Obligors


     (a)  Constitutional Documents

           (i) A certificate of Barings  (Guernsey)  Limited  confirming  that
               the copy of its constitutional documents and trust deed
               documentation delivered  pursuant to the  Amendment and
               Restatement  Agreement dated 16 June 2003 are  correct, complete
               and in full force and effect as at the date hereof.

          (ii) A copy of the constitutional documents of SVG.

         (iii) A certificate of SVG confirming that the copy of the
               constitutional documents delivered pursuant to this
               Agreement are correct, complete and in full force and effect as
               at the date hereof.

    (b)  A copy of a resolution of the board of directors (and, if relevant, a
         committee of its board of directors) of SVG:

           (i) approving  the terms of,  and the  transactions  contemplated by,
               this Agreement and resolving that it execute this Agreement;

          (ii) authorising a specified person or persons to execute this
               Agreement on its behalf; and

         (iii) authorising a specified person or persons, on its behalf, to
               sign and/or despatch all documents and notices to be signed
               and/or despatched by it under or in connection with this
               Agreement.

    (c)  A copy of a resolution of the board of directors of Schroder Venture
         Managers (Guernsey) Limited:

         (i)   approving the terms of, and the transactions contemplated by,
               this Agreement and resolving that Platinum Trust execute this
               Agreement;

        (ii)   authorising a specified person or persons to execute this
               Agreement on behalf of Platinum Trust; and

       (iii)   authorising a specified person or persons on behalf of the
               Platinum Trust to sign and/or dispatch all documents
               and notices to be signed and/or dispatched by the Platinum Trust
               under or in connection with this Agreement.

   (d)  A specimen of the  signature of each person  authorised  by the
        resolution referred to in paragraph (b)(ii) above.

   (e)  A specimen signature book of the authorised signatories of Platinum
        Trust.

   (f)  A copy of the register of directors and secretaries of Barings
       (Guernsey) Limited.

                                     4



   (g)  A certificate of an authorised signatory of the relevant Obligor
        certifying that each copy document relating to it specified in this
        Schedule 1 is correct, complete and in full force and effect as at a
        date no earlier than the date of this Agreement.

   (h)  A certificate of each Obligor (signed by a director of SVG or, as the
        case may be, Barings (Guernsey) Limited) confirming that borrowing or
        guaranteeing, as appropriate, the Total Commitments would not cause any
        borrowing, guaranteeing or similar limit binding on such Obligor to be
        exceeded.

 2. Legal Opinions


   (a)  A legal opinion of Clifford Chance LLP, legal advisers to the Joint
        Lead Arrangers and the Agent in England, substantially in the form
        distributed to the Lenders prior to signing this Agreement.

   (b)  A legal opinion of Carey Olsen, in relation to the laws of Guernsey
        substantially in the form distributed to the Lenders prior to signing
        this Agreement.

3.  Other documents and evidence


  (a)   A copy of any other Authorisation or other document, opinion or
        assurance which the Joint Lead Arrangers consider to be necessary or
        desirable (if they have notified the Borrowers accordingly) in
        connection with the entry into and performance of the transaction
        contemplated by this Agreement or for the validity and enforceability
        of this Agreement.


  (b)   Evidence that the fees, costs and expenses then due from SVG pursuant
        to Clause 5 (Fees, Costs and Expenses)of this Agreement have been paid.

                                     5


                                   SCHEDULE 2
                               RESTATED AGREEMENT

                                 EUR285,000,000

                               FACILITY AGREEMENT


         dated 16 March 2001 as amended and restated on 16 June 2003 and
                              on 24 September 2004

                                       for
                                 SVG CAPITAL PLC
                               (formerly known as
              SCHRODER VENTURES INTERNATIONAL INVESTMENT TRUST PLC)
                                       and
                           BARINGS (GUERNSEY) LIMITED
                                as trustee of the

                                 PLATINUM TRUST

                                   arranged by

                THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
                                       and
                         THE ROYAL BANK OF SCOTLAND PLC
                                      with

                         THE ROYAL BANK OF SCOTLAND PLC
                also acting as Agent and Trustee and Issuing Bank


                   MULTICURRENCY REVOLVING FACILITY AGREEMENT

                                     6





                                    CONTENTS


CLAUSE                                                                  PAGE

1.     Definitions And Interpretation....................................9
2.     The Facility.....................................................21
3.     Purpose..........................................................21
4.     Conditions Of Utilisation........................................21
5.     Utilisation......................................................23
6.     Optional Currencies..............................................23
7.     Utilisation - Bank Guarantee.....................................24
8.     Bank Guarantee...................................................27
9.     Repayment........................................................32
10.    Prepayment And Cancellation......................................32
11.    Interest      ...................................................35
12.    Interest Periods.................................................35
13.    Changes To The Calculation Of Interest...........................36
14.    Fees          ...................................................37
15.    Tax Gross Up And Indemnities.....................................39
16.    Increased Costs..................................................41
17.    Other Indemnities................................................42
18.    Mitigation By The Lenders........................................44
19.    Costs And Expenses...............................................44
20.    Guarantee And Indemnity........................................ .46
21.    Representations..................................................49
22.    Information Undertakings.........................................51
23.    Financial Covenants..............................................54
24.    General Undertakings.............................................56
25.    Events Of Default................................................60
26.    Changes To The Lenders...........................................63
27.    Changes To The Obligors..........................................66
28.    Role Of The Agent, The Joint Lead Arrangers And Trustee..........67
29.    Conduct Of Business By The Finance Parties.......................75
30.    Sharing Among The Lenders........................................75
31.    Payment Mechanics................................................77
32.    Set-Off       ...................................................80

                                     7



33.    Notices       ...................................................80
34.    Calculations And Certificates....................................82
35.    Partial Invalidity...............................................82
36.    Remedies And Waivers.............................................82
37.    Amendments And Waivers...........................................83
38.    Counterparts  ...................................................84
39.    Trustee       ...................................................84
40.    Governing Law 85
41.    Enforcement   ...................................................85

Schedule 1 The Original Lenders.........................................86

Schedule 2 Conditions Precedent.........................................87

Schedule 3 Requests.....................................................89

       Part Ia Utilisation Request Loans................................89
       Part Ib Utilisation Request Bank Guarantee.......................90

Schedule 4 Mandatory Cost Formula.......................................91

Schedule 5 Form Of Transfer Certificates................................94

Schedule 6 Form Of Compliance Certificate..............................100

Schedule 7 Lma Form Of Confidentiality Undertaking.....................102

Schedule 8 Timetables..................................................106

       Part I    Loans.................................................106
       Part Ii   Bank Guarantee........................................107

Schedule 9 Form Of Svg Diamond Bank Guarantee..........................108

                                     8




THIS AGREEMENT is dated 16 March 2001,  has been amended and restated on 16 June
2003 and on 24 September 2004 and is made between:

(1)  SVG CAPITAL PLC  (formerly  known as SCHRODER  VENTURES  INTERNATIONAL
     INVESTMENT  TRUST  PLC)  (registered   number  3066856)  ("SVG");

(2)  BARINGS  (GUERNSEY) LIMITED as trustee of the PLATINUM TRUST (the "Platinum
     Trust");

(3)  THE  GOVERNOR  AND  COMPANY OF THE BANK OF  SCOTLAND  and THE ROYAL BANK OF
     SCOTLAND PLC (each a "Joint Lead  Arranger" and  together,  the "Joint Lead
     Arrangers");

(4)  THE  ROYAL BANK OF SCOTLAND PLC in its  capacity  as agent of the Lenders
     (the "Agent");

(5)  THE  ROYAL BANK OF SCOTLAND PLC in its capacity as security trustee for and
     on behalf of the Agent and the Lenders (the "Trustee");

(6)  THE  GOVERNOR  AND  COMPANY OF THE BANK OF  SCOTLAND  and THE ROYAL BANK OF
     SCOTLAND PLC (together, the "Original Lenders"); and

(7)  THE  ROYAL  BANK OF  SCOTLAND  PLC in its  capacity  as  issuing  bank (the
     "Issuing Bank").

IT IS AGREED as follows:

                                   SECTION 1
                                 INTERPRETATION

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions
     In this Agreement:

     "Affiliate" means,  in relation to any person,  a Subsidiary of that person
     or a Holding  Company of that person or any other  Subsidiary  of that
     Holding Company.

     "Agent's Spot Rate of Exchange" means the Agent's spot rate of exchange for
     the purchase of the relevant  currency  with the Base  Currency in the
     London foreign  exchange market at or about 11:00 a.m. on a particular
     day.

     "Amendment  Agreement"  means  the  amendment  agreement  relating  to  the
     Original Facility Agreement,  dated 24 September 2004 and made between
     SVG, the Platinum  Trust,  the Joint Lead  Arrangers,  the Agent,  the
     Trustee, the Issuing Bank and the Original Lenders.

     "Authorisation"  means an  authorisation,  consent,  approval,  resolution,
     licence, exemption, filing or registration.

                                     9



     "Availability  Period" means the period from and including the date of this
     Agreement  to and  including  the date  falling one month prior to the
     Termination Date.

     "Available  Commitment" means a Lender's Commitment minus:

     (a)   the  amount of its  participation  in any  outstanding  Bank
           Guarantee (or, in the case of the SVG  Diamond  Bank  Guarantee,
           the Total Aggregate Amount (as defined in Schedule 9) and the Base
           Currency Amount of its  participation  in any  outstanding  Loans;
           and

     (b)   in relation to any  proposed  Utilisation,  the  amount of  its
           participation  in any Bank Guarantee and the Base Currency Amount
           of its participation in any Loans in each case that are due to be
           made on or before the proposed  Utilisation Date,

     other than that Lender's  participation  in any Utilisations  that are due
     to be repaid or prepaid on or before the  proposed  Utilisation  Date.

     "Available  Facility"  means the  aggregate for the time being of
     each Lender's  Available  Commitment.

     "Bank Guarantee" means the
     SVG Diamond  Bank  Guarantee  or any other bank  guarantee in the
     form  requested  by a Borrower  and agreed by the Agent (with the
     prior consent of the Majority  Lenders and the Issuing Bank) from
     time to time.

     "Base Currency" means euros.

     "BaseCurrency Amount" means, in relation to a Utilisation,  the amount
     specified in the Utilisation  Request  delivered by the Borrower for that
     Utilisation (or, if the amount requested is not denominated in the Base
     Currency,  that amount  converted  into the  Base  Currency  at the
     Agent's  Spot  Rate of Exchange on the date which is three  Business  Days
     before the  Utilisation Date or, if later, on the date the Agent receives
     the Utilisation  Request) adjusted to reflect any repayment or prepayment
     of the Utilisation.


     "Borrower"  means SVG or, as the case may be, the Platinum  Trust and
     "Borrowers"  means  both of them.

     "Break Costs" means the amount (if any) by which:

    (a)   the  interest  which a Lender should have received for the period
          from  the  date  of  receipt  of  all  or  any  part  of its
          participation in a Loan or Unpaid Sum to the last day of the
          current  Interest  Period in  respect of that Loan or Unpaid
          Sum, had the  principal  amount or Unpaid Sum received  been
          paid on the last day of that Interest Period;

    exceeds:

    (b)   the amount which that Lender would be able to obtain by placing an
          amount equal to the  principal  amount or Unpaid Sum received by it
          on deposit  with a leading bank in the  Relevant  Interbank  Market
          for a period starting on the Business Day following  receipt or
          recovery and ending on the last day of the current Interest Period.

                                     10


     "Business Day" means a day (other than a Saturday or Sunday) on which banks
     are open for general business in London and:

     (a)  (in  relation to any date for payment or purchase of a currency
          other than euro) the principal financial centre of the country of
          that currency; or

     (b)  (in  relation  to any date for  payment or  purchase of euro) any
          TARGET Day.


     "Calculation  Date"  means the date of issue of the SVG  Diamond  Guarantee
     and,  following such date of issue,  28 March and 28 September in each year
     (excluding  28  September  2004) (or if such day is not a Business  Day the
     next following Business Day).

     "Calculation  Period"  means each period from one  Calculation  Date to the
     next succeeding  Calculation Date.

     "Callable  Subscription  Monies" has the meaning  given to that term in the
     Memorandum and Articles of Association of SVG Diamond Holdings Limited.

     "Charged Property" means the property charged pursuant to the Debentures.

     "Commitment" means:

     (a)  in relation to an Original Lender, the amount in the Base Currency
          set  opposite  its name under the heading  "Commitment"  in Schedule
          1 (The  Original   Lender)  and  the  amount  of  any  other
          Commitment transferred to it under this Agreement; and

     (b)  in relation to any other  Lender,  the amount in the Base  Currency of
          any Commitment transferred to it under this Agreement

     to the  extent  not  cancelled,  reduced  or  transferred  by it under this
     Agreement.

     "Compliance Certificate" means a certificate  substantially in the form set
     out in Schedule 6 (Form of Compliance Certificate).

     "Confidentiality   Undertaking"   means   a   confidentiality   undertaking
     substantially  in a  recommended  form of the LMA as set out in  Schedule 7
     (LMA  Form of  Confidentiality  Undertaking)  or in any other  form  agreed
     between SVG and the Agent.

     "Current Outstanding Amount" means at any time during a Calculation Period,
     the  aggregate  of the  Remaining  Initial  Issue Price at that time and an
     amount equal to EURIBOR  applied to the Remaining  Initial Issue Price from
     time to time in respect of that  Calculation  Period and EURIBOR applied to
     the  Remaining  Initial  Issue  Price  from time to time in respect of each
     Calculation Period falling prior to that Calculation Period, less an amount
     equal to the  amount by which the  total of (i) any  Callable  Subscription
     Monies paid by SVG in respect of PEI  Preferred  Equity  Shares  which have
     been held by SVG and (ii) the Callable  Subscription  Monies, in respect of
     each PEI Preferred  Equity Share which SVG has disposed of (and therfore it
     would have no liability on a call in respect of such share), at the time of
     the relevant disposal, exceeds the Satisfied Initial Issue Price.

                                     11


     "Debentures" means the SVG Debenture and the Platinum Trust Debenture.

     "Default" means an Event of Default or any event or circumstance  specified
     in Clause 25 (Events of  Default)  which  would (with the expiry of a grace
     period,  the giving of notice,  the making of any  determination  under the
     Finance  Documents or any  combination of any of the foregoing) be an Event
     of Default.

     "Delegate" means any delegate,  agent,  attorney or co-trustee appointed by
     the Trustee.

     "Effective Date" has the meaning given to it in the Amendment Agreement.

     "EURIBOR" means, in relation to any Loan in euro:

     (a)   the applicable Screen Rate; or

     (b)  (if no Screen  Rate is  available  for the  period  of that  Loan) the
          arithmetic mean of the rates (rounded  upwards to four decimal places)
          as supplied to the Agent at its request quoted by the Reference  Banks
          to leading banks in the European interbank market,

     as of the Specified  Time on the Quotation Day for the offering of deposits
     in euro for a period comparable to the Interest Period of the relevant Loan
     and where  "EURIBOR"  is used in the  definition  of  "Current  Outstanding
     Amount",  EURIBOR means (a) or (b) above as of 11.00am Brussels time on the
     Calculation  Date in question for a period  comparable  to the  Calculation
     Period which commences on such Calculation Date.

     "Event of Default"  means any event or  circumstance  specified  as such in
     Clause 25 (Events of Default).

     "Facility"  means the revolving  credit  facility made available under this
     Agreement as described in Clause 2 (The Facility).

     "Facility  Office" means the office or offices  notified by a Lender to the
     Agent in writing on or before the date it becomes a Lender  (or,  following
     that date,  by not less than five  Business  Days'  written  notice) as the
     office or offices through which it will perform its obligations  under this
     Agreement.

     "Fee Letter"  means any letter or letters  between any Joint Lead  Arranger
     and SVG (or the Agent or the Trustee  and SVG)  setting out any of the fees
     referred to in Clause 14 (Fees).

     "Finance Document" means this Agreement, any Fee Letter, the SVG Debenture,
     the Platinum Trust  Debenture and any other document  designated as such by
     the Agent and SVG.

     "Finance  Party" means the Agent,  the Trustee,  a Joint Lead Arranger or a
     Lender.

                                     12


     "Financial Indebtedness" means any indebtedness for or in respect of:

     (a)  moneys borrowed;

     (b)  any amount raised by acceptance under any acceptance credit facility;

     (c)  any amount raised pursuant to any note purchase  facility or the issue
          of bonds, notes, debentures, loan stock or any similar instrument;

     (d)  the amount of any  liability in respect of any lease or hire  purchase
          contract which would, in accordance with GAAP, be treated as a finance
          or capital lease;

     (e)  receivables  sold or  discounted  (other than any  receivables  to the
          extent they are sold on a non-recourse basis);

     (f)  any amount raised under any other  transaction  having the  commercial
          effect of a borrowing  and entered into with the  objective of raising
          finance;

     (g)  any derivative  transaction entered into in connection with protection
          against or benefit from  fluctuation  in any rate or price (and,  when
          calculating the value of any derivative  transaction,  only the marked
          to market value shall be taken into account);

     (h)  any counter-indemnity obligation in respect of a guarantee, indemnity,
          bond,  standby or documentary letter of credit or any other instrument
          issued by a bank or financial institution;

     (i)  any amount raised by the issue of redeemable shares to the extent that
          the redemption  date falls or is capable of falling on or prior to the
          Termination Date;

     (j)  any  amount of any  liability  under an advance  or  deferred  sale or
          purchase  agreement if the primary  reason  behind the entry into this
          agreement is to raise finance;

     (k)  (without  double  counting)  the amount of any liability in respect of
          any  guarantee  or  indemnity  for  any of the  items  referred  to in
          paragraphs (a) to (j) above.

     "GAAP"  means  generally  accepted  accounting  principles  in  the  United
     Kingdom.

     "Group" means SVG and its Subsidiary  Undertakings for the time being (but,
     for the avoidance of doubt, shall not include any Investee Company).

     "Guarantor"  means,  SVG or,  as the case may be,  the  Platinum  Trust and
     "Guarantors" means both of them.

     "Holding Company" means, in relation to a company or corporation, any other
     company or corporation in respect of which it is a Subsidiary.

                                     13


     "Indebtedness for Borrowed Money" means Financial Indebtedness save for any
     indebtedness  for or in  respect  of  paragraph  (g) of the  definition  of
     "Financial Indebtedness".

     "Interest  Period" means, in relation to a Loan, each period  determined in
     accordance  with Clause 12 (Interest  Periods) and in relation to an Unpaid
     Sum,  each period  determined  in  accordance  with  Clause  11.3  (Default
     interest).

     "Investee  Company"  means a  company,  trust,  partnership,  fund or other
     entity in which an Obligor  (or fund in which an Obligor  has an  interest)
     participates as a shareholder or holder of debt.

     "Investment Adviser" means Schroder Ventures (London) Limited.

     "Investment  Policy" means the investment policy referred to in the Listing
     Particulars.

     "Lender" means:

     (a)  any Original Lender; and

     (b)  any  bank or  financial  institution  which  has  become  a  Party  in
          accordance with Clause 26 (Changes to the Lenders),

     which in each  case has not  ceased  to be a Party in  accordance  with the
     terms of this Agreement.

     "LIBOR"  means,  in relation to any Loan other than a Loan  denominated  in
     euro:

     (a)  the applicable Screen Rate; or

     (b)  (if no Screen Rate is available for the currency or Interest Period of
          that Loan) the arithmetic  mean of the rates (rounded  upwards to four
          decimal  places) as supplied to the Agent at its request quoted by the
          Reference Banks to leading banks in the London interbank market,

     as of the Specified  Time on the Quotation Day for the offering of deposits
     in the  currency of that Loan and for a period  comparable  to the Interest
     Period for that Loan.

     "Listing Particulars" means the listing particulars published under Part VI
     of the Financial Services and Markets Act 2000 by SVG dated 13 May 2003.

     "Loan" means a loan made or to be made under the Facility or the  principal
     amount outstanding for the time being of that loan.

     "LMA" means the Loan Market Association.

     "Majority Lenders" means:

     (a)  until the Total  Commitments  have been  reduced to zero,  a Lender or
          Lenders  whose  Commitments  aggregate  more  than  50% of  the  Total
          Commitments  (or, if the Total  Commitments  have been reduced to zero
          and there are no Utilisations then  outstanding,  aggregated more than
          50% of the Total Commitments  immediately prior to the reduction);  or

                                     14


     (b)  at any other time,  a Lender or Lenders  whose  participations  in the
          Utilisations  then  outstanding  aggregate  more  than  50% of all the
          Utilisations  then  outstanding.

     "Mandatory  Cost" means the  percentage  rate per annum  calculated  by the
     Agent in accordance with Schedule 4 (Mandatory Cost formulae).

     "Margin" means one point five zero per cent.  (1.50%) per annum.

     "Material Adverse Effect" means a material adverse effect on:

     (a)  the business, operations, property, condition (financial or otherwise)
          or prospects of the Obligors taken together;

     (b)  the ability of an Obligor to perform its obligations under the Finance
          Documents; or

     (c)  the  validity  or  enforceability  of any  material  provision  of the
          Finance Documents or the rights or remedies of any Finance Party under
          the Finance Documents.

     "Month" means a period  starting on one day in a calendar  month and ending
     on the numerically  corresponding  day in the next calendar  month,  except
     that:

     (a)  (subject to paragraph (c) below) if the numerically  corresponding day
          is not a Business  Day, that period shall end on the next Business Day
          in that calendar month in which that period is to end if there is one,
          or if there is not, on the immediately preceding Business Day;

     (b)  if there is no numerically  corresponding day in the calendar month in
          which  that  period  is to end,  that  period  shall  end on the  last
          Business Day in that calendar month; and

     (c)  if an Interest  Period  begins on the last  Business Day of a calendar
          month,  that Interest Period shall end on the last Business Day in the
          calendar month in which that Interest Period is to end.

     The above rules will only apply to the last Month of any period.

     "Obligor" means a Borrower or a Guarantor.

     "Optional  Currency"  means a currency (other than the Base Currency) which
     complies with the conditions set out in Clause 4.3 (Conditions  relating to
     Optional Currencies).

     "Original  Facility  Agreement"  means  the  EUR225,000,000   multicurrency
     revolving facility agreement dated 16 March 2001 as amended on 16 June 2003
     between the Obligors, the Agent, The Royal Bank of Scotland plc as arranger
     and others.

                                     15


     "Original Financial Statements" means:

     (a)  in relation to SVG, the audited  consolidated  financial statements of
          the Group for the financial half year ended 31 December 2002; and

     (b)  in relation to the Platinum Trust,  its audited  financial  statements
          for its financial half year ended 31 December 2002.

     "P123" means P123 Limited the closed-end  investment  company  incorporated
     (or, as the case may be, to be incorporated) in Guernsey,  in which SVG has
     (or, as the case may be, will have) an approximate 40% holding.

     "Participating  Member  State"  means  any  member  state  of the  European
     Communities  that adopts or has adopted the euro as its lawful  currency in
     accordance  with  legislation  of the European  Union  relating to European
     Monetary Union.

     "Party"  means a party to this  Agreement  and includes its  successors  in
     title, permitted assigns and permitted transferees.

     "PEI  Preferred  Equity  Shares" has the meaning  given to that term in the
     Memorandum and Articles of Association of SVG Diamond Holdings Limited.

     "Permira" means the international network of entities providing management,
     advisory or  consultancy  services to private  equity and other funds under
     the overall business name of Permira.

     "Permira  Europe  I"  means  the  collection  of 11  Delaware  law  limited
     partnerships that are advised by Permira which invest in entities using the
     name "Permira Europe I".

     "Permira Europe II" means the two Guernsey law limited partnerships and the
     two Dutch law C.V.s that are  advised by Permira  which  invest in entities
     using the name "Permira Europe II".

     "Permira  Funds" means funds to which  Permira acts as manager,  advisor or
     consultant.

     "Permitted  Disposal" means the transfer or disposal by SVG or an Affiliate
     of SVG of a portion of its limited partnership  interests in Permira Europe
     I and Permira Europe II to P123 undertaken substantially in accordance with
     the  details  contained  in  version  17 of the  draft of the  confidential
     information  memorandum  relating to P123 dated 3 June 2003 provided to the
     Lenders on 3 June 2003.

     "Platinum Trust  Debenture" means the debenture dated 16 March 2001 granted
     by the Platinum Trust in favour of the Trustee.

     "Qualifying  Lender" has the meaning given to it in Clause 15 (Tax gross-up
     and indemnities).

     "Quarter  Dates" mean 31 March,  30 June,  30 September  and 31 December in
     each year.

                                     16



     "Quotation Day" means, in relation to any period for which an interest rate
     is to be determined:

     (a)  (if the currency is sterling) the first day of that period;

     (b)  (if the currency is euro) two TARGET Days before the first day of that
          period; or

     (c)  (for any other  currency)  two  Business  Days before the first day of
          that period,

     unless  market  practice  differs in the  Relevant  Interbank  Market for a
     currency,  in  which  case the  Quotation  Day for  that  currency  will be
     determined by the Agent in accordance  with market practice in the Relevant
     Interbank  Market  (and if  quotations  would  normally be given by leading
     banks in the Relevant  Interbank Market on more than one day, the Quotation
     Day will be the last of those days).

     "Receiver"  means any  receiver or receiver  and manager or  administrative
     receiver of the whole or any of the Charged Property.

     "Reference  Banks"  means The Governor and Company of the Bank of Scotland,
     The Royal Bank of Scotland  plc and such other banks as may be appointed by
     the Agent in consultation with the Borrower.

     "Relevant Borrower" means in relation to the guarantee of SVG, the Platinum
     Trust and, in relation to the guarantee of the Platinum Trust, SVG.

     "Relevant  Interbank  Market"  means  in  relation  to euro,  the  European
     interbank  market  and,  in  relation  to any other  currency,  the  London
     interbank market.

     "Remaining  Initial Issue Price" means at any time euro 50,000,000 less the
     Satisfied Initial Issue Price.

     "Renewal  Request"  means  a  written  notice  delivered  to the  Agent  in
     accordance with Clause 7.7 (Renewal of a Bank Guarantee).

     "Repeating  Representations"  means each of the  representations set out in
     Clauses 21.1 (Status) to 21.6 (Governing law and enforcement),  Clause 21.9
     (No default), Clause 21.10 (No misleading information),  Clause 21.12 (Pari
     passu ranking) and Clause 21.13 (No proceedings pending or threatened).

     "Rollover Loan" means one or more Loans:

     (a)  made or to be made on the same day that a  maturing  Loan is due to be
          repaid;

     (b)  the  aggregate  amount of which is equal to or less than the  maturing
          Loan;

     (c)  in the same currency as the maturing Loan (unless it arose as a result
          of the operation of Clause 6.2 (Unavailability of a Currency)); and

     (d)  made or to be made to the same Borrower for the purpose of refinancing
          a maturing Loan.

                                     17


     "Satisfied  Initial Issue Price" means euro 1 for each PEI Preferred Equity
     Share  which has been held by SVG,  and in  respect  of which all  Callable
     Subscription  Monies  have been  paid by SVG or which is no longer  held by
     SVG.

     "Schroder  Venture  Funds" means funds to which  Schroder  Ventures acts as
     manager, advisor or consultant.

     "Schroder  Ventures"  means  the  international   association  of  entities
     providing  management,  advisory  or  consultancy  services  to buy-out and
     development  capital  funds  under the  overall  business  name of Schroder
     Ventures.

     "Screen Rate" means:

     (a)  in  relation  to LIBOR,  the  British  Bankers'  Association  Interest
          Settlement Rate for the relevant currency and period; and

     (b)  in relation to EURIBOR,  the percentage  rate per annum  determined by
          the Banking Federation of the European Union for the relevant period,

     displayed on the  appropriate  page of the Telerate  screen.  If the agreed
     page is replaced or service  ceases to be available,  the Agent may specify
     another page or service  displaying the appropriate rate after consultation
     with SVG and the Lenders.

     "Secured  Obligations"  means all  obligations  at any time  due,  owing or
     incurred by any Obligor to any Finance  Party under the Finance  Documents,
     whether  present or future,  actual or  contingent  (and  whether  incurred
     solely or  jointly  and  whether  as  principal  or surety or in some other
     capacity).

     "Security"  means  a  mortgage,  charge,  pledge,  lien or  other  security
     interest  securing any  obligation of any person or any other  agreement or
     arrangement having a similar effect.

     "Specified  Time" means a time  determined  in  accordance  with Schedule 8
     (Timetables).

     "Subsidiary" and "Subsidiary  Undertaking" shall have the meanings ascribed
     to them by section 736 and section 258  respectively  of the  Companies Act
     1985 and, for the purposes of this Agreement  "Subsidiary"  and "Subsidiary
     Undertaking" shall include the Platinum Trust.

     "SVG  Debenture"  means the debenture dated 16 March 2001 granted by SVG in
     favour of the Trustee.

     "SVG Diamond Bank Guarantee"  means a bank guarantee,  substantially in the
     form set out in Schedule 9 (Form of SVG Diamond Bank Guarantee) proposed to
     be issued to SVG Diamond Holdings Limited.

     "TARGET" means Trans-European  Automated Real-time Gross Settlement Express
     Transfer payment system.

     "TARGET  Day" means any day on which TARGET is open for the  settlement  of
     payments in euro.

                                     18


     "Tax" means any tax, levy, impost, duty or other charge or withholding of a
     similar  nature  (including  any penalty or interest  payable in connection
     with any failure to pay or any delay in paying any of the same).

     "Taxes Act" means the Income and Corporation Taxes Act 1988.

     "Termination  Date" means  unless all the  Lenders and the Issuing  Bank in
     their absolute discretion otherwise agree, 16 June 2008 (or, if that day is
     not a Business Day, the preceding Business Day).

     "Total   Commitments"   means  the  aggregate  of  the  Commitments   being
     EUR285,000,000.00.

     "Transfer  Certificate"  means a  certificate  substantially  in one of the
     forms set out in  Schedule 5 (Form of Transfer  Certificates)  or any other
     form agreed between the Agent and the Borrower.

     "Transfer Date" means, in relation to a transfer, the later of:

     (a)  the proposed  Transfer  Date  specified  in the  Transfer  Certificate
          provided  it is not less than  five  Business  Days  after the date on
          which the Agent receives the Transfer  Certificate (or such other date
          as the Agent may agree); and

     (b)  the date on which the Agent executes the Transfer Certificate.

     "Trust Assets" means all the cash, assets and property held or deemed to be
     held by Barings  (Guernsey)  Limited on the trusts  contained  in the Trust
     Deed dated 29 March 1996  constituting  the Platinum Trust and made between
     Barings  (Guernsey)  Limited  and  Schroder  Venture  Managers   (Guernsey)
     Limited.

     "Unpaid  Sum" means any sum due and payable but unpaid by an Obligor  under
     the Finance Documents.

     "Utilisation" means a Loan or a Bank Guarantee.

     "Utilisation Date" means the date on which a Utilisation is made.

     "Utilisation  Request" means a notice  substantially in the form set out in
     Schedule 3 (Requests).

     "VAT" means value added tax as provided for in the Value Added Tax Act 1994
     and any other tax of a similar nature.

1.2  Construction

     (a)  Unless a contrary indication appears a reference in this Agreement to:

          (i)   "assets"  includes  present and future  properties,  revenues
                and rights of every description;

          (ii)  the "European  interbank  market" means the interbank market for
                euro operating in Participating Member States;

                                     19


          (iii) a "Finance Document" or any other agreement or instrument is a
                reference  to  that  Finance   Document  or  other agreement  or
                instrument as amended or novated;

          (iv)  "indebtedness"  includes  any  obligation  (whether  incurred as
                principal  or as surety) for the payment or repayment  of money,
                whether  present or future,  actual or contingent other than any
                such obligation in respect of uncalled commitments;

          (v)   a  "person" includes  any  person, firm,  company,  corporation,
                government, state or agency of a state or any association, trust
                or partnership (whether or not having separate legal
                personality) of two or more of the foregoing;

          (vi)  a "regulation" includes any regulation, rule, official
                directive, request or guideline  (whether or not having the
                force of law) of any  governmental, intergovernmental  or
                supranational  body, agency,  department  or  regulatory,
                self-regulatory  or  other authority or organisation;

          (vii) a provision of law is a reference  to that  provision as amended
                or re-enacted;

          (viii)a time of day is a reference to London time; and

          (ix)  any reference herein to "this Agreement"  shall, on and after
                the  Effective  Date,  mean the  Original Facility  Agreement as
                amended and restated pursuant to the Amendment Agreement.

     (b)  Section, Clause and Schedule headings are for ease of reference only.

     (c)  Unless a contrary  indication appears, a term used in any other
          Finance  Document or in any notice given under or in  connection  with
          any Finance  Document has the same meaning in that Finance Document or
          notice as in this Agreement.

     (d)  A Default  or an Event of Default  is  "continuing"  if it has not
          been remedied or waived.

1.3  Currency Symbols and Definitions

     "$" and "dollars"  denote lawful  currency of the United States of America,
     "GBP" and  "sterling"  denotes  lawful  currency of the United  Kingdom and
     "EUR" and "euro" means the single currency unit of the Participating Member
     States.

1.4  Third party rights

     (a)  Except  as  provided in a  Finance  Document,  the terms of a Finance
          Document  may be enforced  only by a party to it and the  operation of
          the Contracts (Rights of Third Parties) Act 1999 is excluded.

     (b)  Notwithstanding any provision of any Finance Document, the Parties to
          a Finance  Document  do not  require the consent of any third party to
          rescind or vary any Finance Document at any time.

                                     20




                                   SECTION 2
                                  THE FACILITY

2.   THE FACILITY

2.1  The Facility
     Subject to the terms of this  Agreement,  the Lenders make available to the
     Borrowers  a  multicurrency  revolving  loan  facility  and  to  SVG a bank
     guarantee facility in an aggregate amount equal to the Total Commitments.

2.2  Lenders' rights and obligations

     (a) The obligations of each Lender under the Finance Documents are several.
          Failure  by a Lender to  perform  its  obligations  under the  Finance
          Documents does not affect the obligations of any other Party under the
          Finance Documents. No Finance Party is responsible for the obligations
          of any other Finance Party under the Finance Documents.

     (b)  The  rights of each  Lender  under or in connection  with the  Finance
          Documents  are  separate and  independent  rights and any debt arising
          under the Finance  Documents  to a Lender  from an Obligor  shall be a
          separate and independent debt.

     (c)  A  Finance  Party  may,  except as  otherwise stated  in the  Finance
          Documents, separately enforce its rights under the Finance Documents.

3.   PURPOSE

3.1  Purpose
     The Borrowers  shall apply all amounts  borrowed by them under the Facility
     towards their general  corporate  purposes  (which shall  include,  without
     limitation,  gearing,  funding investment timing differences and payment of
     any fees, costs and expenses  associated with the amendment and restatement
     of this Agreement on 16 June 2003).

3.2  Monitoring
     No  Finance  Party is bound to monitor  or verify  the  application  of any
     amount borrowed pursuant to this Agreement.

4.   CONDITIONS OF UTILISATION

4.1  Initial conditions precedent
     No Borrower may deliver a Utilisation Request unless the Agent has received
     all of the  documents and other  evidence  listed in Schedule 2 (Conditions
     precedent)  in  form  and  substance  satisfactory  to  the  Agent  (acting
     reasonably).  The Agent shall notify the Borrowers and the Lenders promptly
     upon being so satisfied.

                                     21


4.2  Further conditions precedent
     The  Lenders  will only be obliged  to comply  with  Clause  5.4  (Lenders'
     participation)  if on  the  date  of  the  Utilisation  Request  and on the
     proposed Utilisation Date:

     (a)  in the case of a Rollover  Loan,  no Event of Default is  continuing
          or would result from the proposed Loan,  and, in the case of any other
          Loan, no Default is continuing or would result from the proposed Loan;

     (b)  the  Repeating  Representations  to be made by each Obligor are true
          in all material respects; and

     (c)  in the case of a Loan to be made to the Platinum  Trust, the aggregate
          of the Base Currency Amount of the proposed Loan and the Base Currency
          Amount of all other outstanding Loans made to the Platinum Trust (less
          the Base  Currency  Amount  of all Loans to the  Platinum  Trust to be
          repaid or prepaid on or prior to the Utilisation Date) is less than 15
          per cent. of the Total Commitments at such time.

4.3  Conditions relating to Optional Currencies

     (a)  A currency will constitute an Optional  Currency in relation to a Loan
          if it is dollars or sterling or if:

          (i)  it is  readily  available  in  the  amount  required  and  freely
               convertible  into the Base  Currency  in the  Relevant  Interbank
               Market on the  Quotation  Day and the  Utilisation  Date for that
               Loan; and

          (ii) it has been approved by the Agent (acting on the  instructions of
               all the  Lenders)  on or prior  to  receipt  by the  Agent of the
               relevant Utilisation Request for that Loan.

     (b)  If the Agent has  received  a written  request from a  Borrower  for a
          currency to be approved under paragraph  (a)(ii) above, the Agent will
          confirm to the Borrowers by the Specified Time:

          (i)  whether or not the Lenders have granted their approval; and

          (ii) if  approval  has been  granted,  the  minimum  amount  (and,  if
               required,  integral multiples) for any subsequent  Utilisation in
               that currency.

     (c)  A Loan  denominated  in euro  will only be made available  in the euro
          unit.

4.4  Maximum number of Loans

     (a)  A Borrower may not deliver a Utilisation Request if as a result of the
          proposed  Utilisation  fifteen or more Loans would be  outstanding  or
          fifteen or more Bank Guarantees would be outstanding.

     (b)  Any Loan made by a single Lender under Clause 6.2 (Unavailability of a
          currency) shall not be taken into account in paragraph (a) above.

                                     22


                                   SECTION 3
                                  UTILISATION

5.   UTILISATION

5.1  Delivery of a Utilisation Request
     A Borrower  may  utilise  the  Facility  by delivery to the Agent of a duly
     completed Utilisation Request not later than the Specified Time.

5.2  Completion of a Utilisation Request

     Each Utilisation  Request is irrevocable and will not be regarded as having
     been duly completed unless:

     (a)  the proposed Utilisation Date is a Business Day within the
          Availability Period;

     (b)  the currency and amount of each Utilisation  complies  with Clause 5.3
          (Currency  and amount) and  paragraph  (b) of Clause 24.22  (Condition
          Subsequent); and

     (c)  the  proposed  Interest  Period  complies  with  Clause  12  (Interest
          Periods).

5.3  Currency and amount

     (a)  The currency  specified in a  Utilisation  Request for a proposed
          Loan must be the Base Currency or an Optional Currency.

     (b)  The amount of each proposed Loan must be an amount whose Base Currency
          Amount is not more than the Available Facility and which is:

          (i)  if the  currency  selected  is the Base  Currency,  a  minimum
               of EUR1,000,000 or if less, the Available Facility; or

          (ii) if the  currency  selected is an Optional  Currency,  the minimum
               amount (or an integral  multiple,  if required)  specified by the
               Agent pursuant to paragraph  4.3(b)(ii) of Clause 4.3 (Conditions
               relating  to  Optional  Currencies)  or, if less,  the  Available
               Facility.

5.4  Lenders' participation

     (a)  If the conditions set out in this Agreement have been met, each Lender
          shall  make its  participation  in each  Loan  available  through  its
          Facility Office.

     (b)  The amount of each Lender's participation in each Loan will be equal
          to the proportion  borne by its Available  Commitment to the Available
          Facility immediately prior to making the Loan.

     (c)  The Agent shall notify each Lender of the amount, currency and the
          Base Currency Amount of each Loan at the Specified Time.

6.   OPTIONAL CURRENCIES

6.1  Selection of currency
A Borrower shall select the currency of a Loan in a Utilisation Request.

                                     23




6.2  Unavailability of a currency
     If before the Specified Time on any Quotation Day:

     (a) the Agent has received notice from a Lender that the Optional  Currency
         requested  for a Loan is not  readily  available  to it in the  amount
         required; or

     (b) a Lender  notifies the Agent that  compliance  with its  obligation  to
         participate  in  a  Loan  in  the  proposed  Optional  Currency  would
         contravene a law or regulation applicable to it,

         the Agent will give notice to the relevant  Borrower to that effect by
         the Specified  Time on that day. In this event,  any Lender that gives
         notice  pursuant to this Clause 6.2 will be required to participate in
         the Loan in the Base  Currency  (in an amount  equal to that  Lender's
         proportion  of the Base  Currency  Amount or, in respect of a Rollover
         Loan, an amount equal to that Lender's proportion of the Base Currency
         Amount  of  the  maturing  Loan  that  is due to be  repaid)  and  its
         participation  will be treated as a separate Loan  denominated  in the
         Base Currency during that Interest Period.

6.3      Participation in a Loan
         Each Lender's participation in a Loan will be determined in accordance
         with paragraph 5.4(b) of Clause 5.4 (Lenders' participation).

7.       UTILISATION - BANK GUARANTEE

7.1      General

    (a)  In this Clause 7 and Clause 8 (Bank Guarantee):

         (i)  "Expiry Date" means, for the Bank Guarantee, the last day of its
               Term;

         (ii) "Guarantee  Proportion" means, in relation to a Lender in respect
               of the Bank Guarantee, the proportion (expressed as a percentage)
               borne by that  Lender's  Available  Commitment  to the  Available
               Facility  immediately  prior to the issue of the Bank  Guarantee,
               adjusted  to  reflect  any  assignment  or  transfer  under  this
               Agreement to or by that Lender; and

         (iii)"Term" means the period determined under this Agreement for which
               the Issuing Bank is under a liability under the Bank Guarantee.

    (b)   Any reference in this Agreement to:

          (i)  a "Finance Party" includes the Issuing Bank;

          (ii) the Interest  Period of the Bank Guarantee will be construed as a
               reference to the Term of that Bank Guarantee;

          (iii)an amount  borrowed  includes any amount  utilised by way of the
               Bank Guarantee;

          (iv) a  Utilisation  made  or to be  made  to SVG  includes  the
               Bank Guarantee issued on its behalf;

                                       24

          (v)  a Lender  funding its  participation  in a Utilisation  includes
               a Lender participating in the Bank Guarantee;

          (vi) amounts   outstanding   under  this  Agreement  include  amounts
               outstanding under or in respect of the Bank Guarantee;

          (vii)an  outstanding  amount of the Bank Guarantee at any time is the
               maximum  amount  that is or may be  payable  by SVG in respect of
               that Bank Guarantee at that time;

          (viii)SVG "repaying" or "prepaying" the Bank Guarantee means:

               (A) SVG providing cash cover for the Bank Guarantee;

               (B) the maximum  amount  payable under the Bank  Guarantee  being
                   reduced in accordance with its terms; or

               (C) the  Issuing  Bank  being  satisfied  that it has no  further
                   liability under the Bank Guarantee,

               and the amount by which the Bank  Guarantee  is repaid or prepaid
               under sub-paragraphs  (viii)(A) and (viii)(B) above is the amount
               of the relevant cash cover or reduction; and

          (ix) SVG  providing  "cash  cover"  for the Bank  Guarantee  means SVG
               paying an  amount in the  currency  of the Bank  Guarantee  to an
               interest  bearing  account  in  the  name  of  SVG  or as  may be
               otherwise  agreed  between SVG and the Lenders and the  following
               conditions are met:

               (A) the  account  is with the Agent  (if the cash  cover is to be
                   provided  for all the  Lenders) or the Issuing  Bank (if the
                   Original  Lenders are the only Lenders) or with a Lender (if
                   the cash cover is to be provided for that Lender);

               (B) withdrawals  from  the  account  may  only  be made to pay a
                   Finance  Party  amounts  due and  payable  to it under  this
                   Agreement in respect of the Bank  Guarantee  until no amount
                   is or may be outstanding under the Bank Guarantee; and

               (C) SVG has executed a security  document,  in form and substance
                   satisfactory  to the Agent or the  Finance  Party with which
                   that  account  is held,  creating a first  ranking  security
                   interest over that account.

     (c) Clause 5 (Utilisation) does not apply to the Utilisation by way of Bank
         Guarantee.

7.2     Facility
        The Facility may be utilised by way of issue of Bank Guarantees.

                                       25

7.3     Delivery of a Utilisation Request for Bank Guarantee

        SVG may request a Bank Guarantee to be issued by delivery to the Agent
        of a duly  completed  Utilisation  Request  in the  form of Part IB of
        Schedule 3 (Utilisation Request - Banks Guarantees) not later than the
        Specified Time.

7.4     Completion of a Utilisation Request for Bank Guarantee
        Each Utilisation  Request for a Bank Guarantee is irrevocable and will
        not be regarded as having been duly completed unless:

       (a) it specifies that it is for a Bank Guarantee;

       (b) the  proposed  Utilisation  Date is a  Business  Day  within  the
           Availability Period;

       (c) the currency and amount of the Bank  Guarantee  comply with Clause
           7.5 (Currency and amount);

       (d) the form of Bank Guarantee is attached;

       (e) in the case of the SVG Diamond Bank Guarantee,  the Expiry Date of
           the Bank  Guarantee  is no later than the date  falling 90 months
           after the date of original  issue of the Bank  Guarantee  and, in
           the case of any Bank  Guarantee  other than the SVG Diamond  Bank
           Guarantee,  the Expiry Date of the Bank Guarantee is on or before
           the Termination Date;

       (f) the  delivery   instructions  for  the  Bank  Guarantee  are
           specified; and

       (g) the  identity  of the  beneficiary  of the Bank  Guarantee  is SVG
           Diamond  Holdings  Limited  in the case of the SVG  Diamond  Bank
           Guarantee,  or such other  beneficiaries  may be  approved by the
           Majority Lenders in the case of any Bank Guarantee other than the
           SVG Diamond Bank Guarantee.

7.5     Currency and amount
        The currency specified in the Utilisation Request must be euro.

7.6     Issue of the Bank Guarantee

       (a) If the  conditions  set out in this  Agreement  have been met, the
           Issuing Bank shall issue one Bank  Guarantee  on the  Utilisation
           Date.

       (b) The Issuing Bank will only be obliged to comply with paragraph (a)
           above  if on the  date  of  the  Utilisation  Request  and on the
           proposed Utilisation Date:

           (i) in the case of a Bank  Guarantee  renewed in accordance  with
               Clause  7.7  (Renewal  of a Bank  Guarantee),  no  Event  of
               Default is  continuing  or would  result  from the  proposed
               Utilisation  and, in the case of any other  Utilisation,  no
               Default is  continuing  or would  result  from the  proposed
               Utilisation; and

          (ii) the Repeating Representations to be made by each Obligor are
               true in all material respects.

                                       26
       (c) The amount of each Lender's participation in a Bank Guarantee will
           be equal to the proportion  borne by its Available  Commitment to
           the Available Facility immediately prior to the issue of the Bank
           Guarantee.

7.7     Renewal of a Bank Guarantee

       (a) SVG may request any Bank Guarantee issued on its behalf be renewed
           by  delivery to the Agent of a Renewal  Request by the  Specified
           Time.

       (b) The Finance  Parties  shall treat any Renewal  Request in the same
           way as a Utilisation Request for a Bank Guarantee except that the
           conditions  set out in paragraphs  (d), (f) and (g) of Clause 7.4
           (Completion of a Utilisation  Request for Bank  Guarantee)  shall
           not apply.

       (c) The  terms of each  renewed  Bank  Guarantee  shall be the same as
           those of the relevant  Bank  Guarantee  immediately  prior to its
           renewal, except that:

           (i) its amount may be less than the amount of the Bank  Guarantee
               immediately prior to its renewal; and

           (ii)its Term shall  start on the date which was the Expiry  Date
               of the Bank Guarantee  immediately prior to its renewal, and
               shall  end on the  proposed  Expiry  Date  specified  in the
               Renewal Request.

       (d) If the  conditions  set out in this  Agreement  have been met, the
           Issuing Bank shall amend and re-issue any Bank Guarantee pursuant
           to a Renewal Request.

8.      BANK GUARANTEE

8.1     Immediately payable

       (a) If the Bank  Guarantee  or any amount  outstanding  under the Bank
           Guarantee  becomes  payable and no claim (as defined in paragraph
           (a) of Clause 8.4 (Claims under a Bank  Guarantee)  has been made
           in respect of the Bank Guarantee or amount  outstanding under the
           Bank   Guarantee,   SVG  shall   repay  or  prepay   that  amount
           immediately.

       (b) Within 5 Business  Days of SVG  becoming  aware that the  Current
           Outstanding  Amount  is  equal  to  or  greater  than  the  Total
           Aggregate Amount, SVG will pay the Callable  Subscription  Monies
           in respect of all of its PEI  Preferred  Equity Shares to the PEI
           Issuer in accordance  with article  2.5(b) of the  Memorandum and
           Articles of Association.

8.2     Assignments and transfers

       (a) Notwithstanding any other provision of this Agreement, the consent
           of the Issuing Bank is required for any assignment or transfer of
           any Lender's rights and/or obligations under the Facility.

       (b) If paragraph  (a) and the  conditions  and  procedure for transfer
           specified in Clause 26 (Changes to the  Lenders)  are  satisfied,
           then on the  Transfer  Date the  Issuing  Bank and the New Lender
           shall  acquire  the same  rights and assume the same  obligations
           between  themselves  as they would have  acquired and assumed had
           the New Lender  been an Original  Lender  with the rights  and/or
           obligations acquired or assumed by it as a result of the transfer
           and to that extent the Issuing Bank and the Existing Lender shall
           each be released  from  further  obligations  to each other under
           this Agreement.

                                       27

8.3     Fee payable in respect of the Bank Guarantees

      (a) SVG shall  pay to the Agent  (for the  account  of each  Lender) a
          bank guarantee fee in euros computed at the same rate as the Margin on
          the  outstanding  amount of the Bank Guarantee less the amount of cash
          cover (if any)  provided  by SVG in  respect of all or any part of any
          Bank  Guarantee  (save  that  in  relation  to the  SVG  Diamond  Bank
          Guarantee,  the bank  guarantee fee in euros shall be the aggregate of
          (i) an amount  computed  at the same rate as the Margin on the Current
          Outstanding  Amount less the amount of cash cover (if any) provided by
          SVG in  respect of all or any part of any Bank  Guarantee  and (ii) an
          amount  computed  at the same  rate as the  commitment  fee set out in
          paragraph  (a) of  Clause  14.1  (Commitment  fee)  on the  difference
          between the Total  Aggregate  Amount (as defined in Schedule 9) of the
          SVG Diamond Bank Guarantee and the Current Outstanding Amount) for the
          period  from the issue of that Bank  Guarantee  until its Expiry  Date
          provided  that if at any time cash cover has been  provided in respect
          of all or any part of any Bank Guarantee, an additional bank guarantee
          fee  shall  be  payable  at the rate of 0.15 per  cent.  per  annum in
          respect  of the  whole or that  part (as the case may be) of that Bank
          Guarantee  for  which  cash  cover  is  provided.  This  fee  shall be
          distributed  according to each  Lender's  Guarantee  Proportion of the
          Bank Guarantee.

      (b) The accrued bank guarantee fee on the Bank Guarantee shall be
          payable  on the last day of each  successive  period of six months (or
          such  shorter  period  as shall  end on the  Expiry  Date for the Bank
          Guarantee) starting on the date of issue of the Bank Guarantee.


      (c) If SVG cash covers all or any part of the Bank Guarantee then:

          (i) the bank  guarantee  fee  payable  for the  account of each Lender
              shall  continue  to be  payable  until  the  expiry  of the  Bank
              Guarantee; and

          (ii)SVG will be entitled to withdraw the interest accrued on the cash
              cover  (which  shall  accrue at the market  rate  (LIBID)) to pay
              those  fees on each  date on  which  it is  required  to pay bank
              guarantee  fee on any Bank  Guarantee  or, if SVG and the Lenders
              agree, the bank at which the deposit is held shall be entitled to
              pay interest accrued on the cash cover net of the additional bank
              guarantee  fee which is due and  payable  in  respect of the cash
              cover  provided  thereby  satisfying the obligation of SVG to pay
              such  guarantee  fee. Any such amount  deducted by way of netting
              from the  interest  due shall be  distributed  according  to each
              Lender's  Guarantee  Proportion of the Bank  Guarantee and at the
              times set out in paragraph (b) of Clause 8.3.

                                       28
8.4     Claims under a Bank Guarantee

     (a) SVG irrevocably and unconditionally  authorises the Issuing Bank to pay
         any  claim  made or  purported  to be made  under  the Bank  Guarantee
         requested  by it and  which  appears  on its  face to be in  order  (a
         "claim").

     (b) SVG shall immediately on demand pay to the Agent for the
         Issuing Bank an amount equal to the amount of any claim under the Bank
         Guarantee.

     (c) SVG acknowledges that the Issuing Bank:

         (i) is not  obliged  to  carry  out  any  investigation  or  seek  any
             confirmation from any other person before paying a claim; and

         (ii)deals in  documents  only and  will  not be  concerned  with the
             legality  of  a  claim  or  any  underlying  transaction  or  any
             available set-off, counterclaim or other defence of any person.

     (d) The obligations of SVG under this Clause will not be affected by:

          (i) the sufficiency, accuracy or genuineness of any claim or any other
              document; or

          (ii)any  incapacity  of, or  limitation  on the powers of, any person
              signing a claim or other document.

8.5     Indemnities

     (a) SVG shall  immediately on demand indemnify the Issuing Bank against any
         cost,  loss or liability  incurred by the Issuing Bank (otherwise than
         by reason of the Issuing Bank's gross negligence or wilful misconduct)
         in acting as the Issuing Bank under the Bank Guarantee.

     (b) Each Lender shall (according to its Guarantee  Proportion)  immediately
         on demand  indemnify  the  Issuing  Bank  against  any  cost,  loss or
         liability  incurred by the Issuing Bank  (otherwise  than by reason of
         the Issuing Bank's gross negligence or wilful misconduct) in acting as
         the Issuing Bank under the Bank Guarantee (unless the Issuing Bank has
         been reimbursed by SVG pursuant to a Finance Document).

     (c) SVG shall immediately on demand reimburse any Lender for any payment it
         makes to the  Issuing  Bank under this  Clause  8.5  (Indemnities)  in
         respect of the Bank Guarantee.

     (d) The  obligations  of each  Lender  under  this  Clause  are  continuing
         obligations and will extend to the ultimate balance of sums payable by
         that  Lender  in  respect  of the Bank  Guarantee,  regardless  of any
         intermediate payment or discharge in whole or in part.

     (e) The  obligations  of any  Lender or SVG under this  Clause  will not be
         affected by any act,  omission,  matter or thing  which,  but for this
         Clause,  would  reduce,  release or prejudice  any of its  obligations
         under this Clause  (without  limitation and whether or not known to it
         or any other person) including:

                                       29

         (i) any time,  waiver or consent granted to, or composition with, SVG,
             any beneficiary under the Bank Guarantee or other person;

         (ii)the  release  of SVG or any other  person  under the terms of any
             composition or arrangement;

         (iii)the taking, variation,  compromise, exchange, renewal or release
              of, or refusal or neglect to  perfect,  take up or  enforce,  any
              rights against,  or security over assets of, SVG, any beneficiary
              under the Bank Guarantee or other person or any  non-presentation
              or  non-observance  of any  formality  or  other  requirement  in
              respect of any  instrument  or any  failure  to realise  the full
              value of any security;

          (iv)any incapacity or lack of power,  authority or legal  personality
              of or  dissolution or change in the members or status of SVG, any
              beneficiary under the Bank Guarantee or any other person;

          (v)any amendment  (however  fundamental)  or replacement of a Finance
             Document, the Bank Guarantee or any other document or security;

          (vi)any unenforceability,  illegality or invalidity of any obligation
              of any person under any Finance  Document,  the Bank Guarantee or
              any other document or security; or

          (vii)any insolvency or similar proceedings.

8.6       Rights of contribution
          SVG will not be entitled  to any right of  contribution  or  indemnity
          from any  Finance  Party in respect  of any  payment it may make under
          this Clause 8.

8.7       Role of the Issuing Bank
     (a)  Nothing in this Agreement  constitutes the Issuing Bank as a trustee
          or fiduciary of any other person.

     (b)  The  Issuing  Bank  shall not be bound to account to any Lender for
          any sum or the profit element of any sum received by it for its own
          account.

     (c)  The Issuing Bank may accept  deposits from, lend money to and
          generally  engage in any kind of  banking or other  business  with any
          member of the Group.

     (d)  The Issuing Bank may rely on:

          (i)  any  representation,  notice  or  document  believed  by it to be
               genuine, correct and appropriately authorised; and

          (ii) any  statement  made  by a  director,  authorised  signatory  or
               employee of any person regarding any matters which may reasonably
               be  assumed  to be within  his  knowledge  or within his power to
               verify.

     (e) The Issuing Bank may engage, pay for and rely on the advice or services
         of any lawyers, accountants, surveyors or other experts.

                                       30
     (f) The Issuing Bank may act in relation to the Finance Documents through
         its personnel and agents.

     (g) The Issuing Bank is not responsible for:

         (i) the adequacy, accuracy and/or completeness of any information
             (whether oral or written) provided by the Agent, any Party
             (including itself), or any other person under or in connection
             with any Finance Document, the transactions contemplated by
             the Finance Documents or any other agreement, arrangement or
             document entered into, made or executed in anticipation of,
             under or in connection with any Finance Document; or

        (ii) the legality, validity, effectiveness, adequacy or
             enforceability of any Finance Document or any other
             agreement, arrangement or document entered into, made or
             executed in anticipation of, under or in connection with any
             Finance Document.

8.8     Exclusion of liability

        (a)  Without limiting paragraph (b) below, the Issuing Bank will not
             be liable for any action taken by it under or in connection
             with any Finance Document, unless directly caused by its gross
             negligence or wilful misconduct.

        (b)  No Party (other than the Issuing Bank) may take any proceedings
             against any officer, employee or agent of the Issuing Bank in
             respect of any claim it might have against the Issuing Bank or
             in respect of any act or omission of any kind by that officer,
             employee or agent in relation to any Finance Document.

8.9     Credit appraisal by the Lenders

Without affecting the responsibility of SVG for information supplied by it or on
its behalf in connection with any Finance Document,  each Lender confirms to the
Issuing Bank that it has been, and will continue to be, solely  responsible  for
making its own  independent  appraisal  and  investigation  of all risks arising
under or in connection with any Finance Document,  including but not limited to,
those listed in paragraphs  (a) to (d) of Clause 28.24 (Credit  appraisal by the
Lenders).

8.10     Address for notices

The address and fax number (and the  department  or officer,  if any,  for whose
attention  the  communication  is to be  made)  of  the  Issuing  Bank  for  any
communication  or document to be made or delivered  under or in connection  with
the Finance Documents is that notified in writing to the Agent prior to the date
of this  Agreement  or any  substitute  address or fax number or  department  or
officer  as the  Issuing  Bank may  notify  to the  Agent by not less  than five
Business Days' notice.

8.11     Amendments and Waivers

Notwithstanding  any other provision of this  Agreement,  an amendment or waiver
which  relates  to the  rights or  obligations  of the  Issuing  Bank may not be
effected without the consent of the Issuing Bank.

                                           31

REPAYMENT, PREPAYMENT AND CANCELLATION

9.     REPAYMENT

9.1     Each Borrower which has drawn a Loan shall repay that Loan on the last
        day of its Interest Period.

9.2     If not otherwise repaid and unless all the Lenders and the Issuing Bank
        in their absolute discretion otherwise agree, SVG will repay each Bank
        Guarantee on the Termination Date by providing cash cover.

10.     PREPAYMENT AND CANCELLATION

10.1    Illegality

        (a)     If, at any time, it is or will become unlawful in any
                jurisdiction for a Lender to perform any of its obligations
                as contemplated by this Agreement or to fund its participation
                in any Utilisation:

        (i)     that Lender shall promptly notify the Agent upon becoming aware
                of that event;

       (ii)     upon the Agent notifying the Borrowers, the Commitment of that
                Lender will be immediately cancelled; and

      (iii)     each Borrower shall repay that Lender's participation in the
                Utilisation made to that Borrower on the last day of the
                Interest Period for each Utilisation occurring after the Agent
                has notified the Borrowers or, if earlier, the date specified
                by the Lender in the notice delivered to the Agent (being no
                earlier than the last day of any applicable grace period
                permitted by law).

        (b)     If at any time, it is or will become unlawful for the Issuing
                Bank to issue or leave outstanding the Bank Guarantee the
                Issuing Bank shall promptly notify the Agent upon becoming
                aware of that event and upon the Agent notifying SVG, the
                Facility shall cease to become available for the issue of the
                Bank Guarantee.

10.2    Change of control

        (a)     If a group of persons who at the date hereof do not have
                control of SVG, acting in concert gains control of SVG:

                (i)     SVG shall promptly notify the Agent upon becoming
                        aware of that event;

               (ii)     SVG and the Lenders shall immediately enter into
                        negotiations for a period of not more than 60 days
                        with a view to agreeing whether the Facility shall
                        continue to be made available and whether any
                        amendment is required;

                                               32

             (iii)      if no such agreement is reached within such 60 day
                        period then:

                       (A) any Lender by notice to the Agent and to SVG may
                           cancel its  Commitment  and on receipt by SVG of
                           such a notice,  each  Borrower  to which a
                           Utilisation  is outstanding shall immediately repay
                           that Lender's participation in the Utilisation; and

                       (B) if the Majority Lenders so require, the Agent shall,
                           by not less than 30 days notice to the Borrowers,
                           cancel the Facility and declare all outstanding
                           Utilisations, together with accrued interest, and
                           all other amounts accrued under the Finance
                           Documents immediately due and payable, whereupon the
                           Facility will be cancelled and all such outstanding
                           amounts will become immediately due and payable.

(b)     For the purpose of paragraph (a) above "control" means:

        (i)     the power (whether by way of ownership of shares, proxy,
                contract, agency or otherwise) to:

                (A)     cast, or control the casting of, more than one-half of
                        the maximum number of votes that might be cast at a
                        general meeting of SVG; or

                (B)     appoint or remove all, or the majority, of the
                        directors or other equivalent officers of SVG; or

                (C)     give directions with respect to the operating and
                        financial policies of SVG which the directors or other
                        equivalent officers of SVG are obliged to comply with;
                        or

       (ii)     the holding of more than one-half of the issued share capital
                of SVG (excluding any part of that issued share capital that
                carries no right to participate beyond a specified amount in a
                distribution of either profits or capital).

      (iii)     For the purpose of paragraph (a) above "acting in concert"
                means a group of persons who, pursuant to an agreement or
                understanding (whether formal or informal), actively
                co-operate, through the acquisition by any of them, either
                directly or indirectly of shares in SVG, to obtain or
                consolidate control of SVG.

10.3     Voluntary cancellation

SVG may,  if it gives  the Agent  not less  than  five  Business  Days' (or such
shorter period as the Majority Lenders may agree) prior notice, cancel the whole
or any part (being a minimum amount of EUR1,000,000) of the Available  Facility.
Any  cancellation  under this Clause 10.3 shall  reduce the  Commitments  of the
Lenders rateably.

10.4     Voluntary prepayment of Utilisations

Any Borrower to which a Utilisation has been made may, if it gives the Agent not
less than five Business  Days' (or such shorter  period as the Majority  Lenders
may agree) prior notice,  prepay the whole or any part of a Utilisation (but, if
in  part,  being  an  amount  that  reduces  the  Base  Currency  Amount  of the
Utilisation by a minimum amount of EUR1,000,000).

                                               33

10.5     Right of repayment and cancellation in relation to a single Lender

         (a)  If:

             (i) any sum payable to any Lender by an Obligor  is, or will be,
                 required to be increased under paragraph (d) of Clause 15.2
                 (Tax gross-up); or

            (ii)  any Lender claims indemnification from any Borrower
                  under Clause 15.3 (Tax indemnity) or Clause 16.1
                  (Increased costs),

            the relevant Borrower may, whilst the circumstance giving rise to
            the requirement or indemnification continues, give the Agent notice
            of cancellation of the Commitment of that Lender and its intention
            to procure the repayment of that Lender's participation in the
            Utilisations.

        (b) On receipt of a notice referred to in paragraph (a) above, the
            Commitment of that Lender shall immediately be reduced to zero.

        (c) On the last day of each Interest Period which ends after the
            relevant Borrower has given notice under paragraph (a) above (or,
            if earlier, the date specified by the relevant Borrower in that
            notice), that Borrower shall repay that Lender's participation in
            that Utilisation.

10.6     Restrictions

        (a) Any notice of cancellation or prepayment given by any Party under
            this Clause 9.1 shall be irrevocable and, unless a contrary
            indication appears in this Agreement, shall specify the date or
            dates upon which the relevant cancellation or prepayment is to be
            made and the amount of that cancellation or prepayment.

        (b) Any prepayment under this Agreement shall be made together with
            accrued interest on the amount prepaid and, subject to any Break
            Costs, without premium or penalty.

        (c) Unless a contrary indication appears in this Agreement, any part
            of the Facility which is prepaid may be reborrowed in accordance
            with the terms of this Agreement.

        (d) The Borrowers shall not repay or prepay all or any part of the
            Utilisation or cancel all or any part of the Commitments except
            at the times and in the manner expressly provided for in this
            Agreement.

        (e) No amount of the Total Commitments cancelled under this Agreement
            may be subsequently reinstated.

        (f) If the Agent receives a notice under this Clause 9.1 it shall
            promptly forward a copy of that notice to the Borrowers or the
            affected Lender, as appropriate.

                                         34


                                     SECTION 5
                              COSTS OF UTILISATION

11.     INTEREST

11.1    Calculation of interest

        The rate of interest on each Loan for each Interest Period is the
        percentage rate per annum which is the aggregate of the applicable:

        (a)   Margin;

        (b)   LIBOR or, in relation to any Loan in euro, EURIBOR; and

        (c)   Mandatory Cost, if any.

11.2    Payment of interest

        The Borrower to which a Loan has been made shall pay accrued interest
        on that Loan on the last day of each Interest Period, (and, if the
        Interest Period is longer than six Months, on the dates falling at six
        Month intervals after the first day of the Interest Period).

11.3    Default interest

        (a)   If an Obligor fails to pay any amount payable by it under a
              Finance Document on its due date, interest shall accrue on the
              overdue amount from the due date up to the date of actual payment
              (both before and after judgment) at a rate one per cent. higher
              than the rate which would have been payable if the overdue amount
              had, during the period of non-payment, constituted a Loan in the
              currency of the overdue amount for successive Interest Periods,
              each of a duration selected by the Agent (acting reasonably). Any
              interest accruing under this Clause 11.3 shall be immediately
              payable by the Obligor on demand by the Agent.

       (b)    Default interest (if unpaid) arising on an overdue amount will be
              compounded with the overdue amount at the end of each Interest
              Period applicable to that overdue amount but will remain
              immediately due and payable.

11.4    Notification of rates of interest

        The Agent shall promptly notify the Lenders and the relevant Borrower
        of the determination of a rate of interest under this Agreement.

12.     INTEREST PERIODS

12.1    Selection of Interest Periods

        (a)   Each Loan shall have an Interest Period which commences on the
              Utilisation Date and ends on the first Quarter Date to fall after
              the relevant Utilisation Date provided that if as a result any
              Loan would have an Interest Period of less than one week's
              duration the Interest Period for such Loan shall end on the
              second Quarter Date falling after the relevant Utilisation Date.

        (b)   An Interest Period for a Loan shall not extend beyond the
              Termination Date.

        (c)   A Loan has one Interest Period only.

                                      35

12.2    Non-Business Days

        If an Interest Period would otherwise end on a day which is not a
        Business Day, that Interest Period will instead end on the next
        Business Day in that calendar month (if there is one) or the preceding
        Business Day (if there is not).

13.     CHANGES TO THE CALCULATION OF INTEREST

13.1    Absence of quotations

        Subject to Clause 13.2 (Market disruption), if LIBOR or, if applicable,
        EURIBOR is to be determined by reference to the Reference Banks but a
        Reference Bank does not supply a quotation by the Specified Time on the
        Quotation Day, the applicable LIBOR or EURIBOR shall be determined on
        the basis of the quotations of the remaining Reference Banks.

13.2    Market disruption

        (a)  If a Market Disruption Event occurs in relation to a Loan for any
             Interest Period, then the rate of interest on each Lender's share
             of that Loan for the Interest Period shall be the rate per annum
             which is the sum of:

             (i)  the Margin;

            (ii)  the rate notified to the Agent by that Lender as soon as
                  practicable and in any event before interest is due to be
                  paid in respect of that Interest Period, to be that which
                  expresses as a percentage rate per annum the cost to that
                  Lender of funding its participation in that Loan from
                  whatever source it may reasonably select; and

           (iii)  the Mandatory Cost, if any, applicable to that Lender's
                  participation in the Loan.

        (b) In this Agreement "Market Disruption Event" means:

             (i)  at or about noon on the Quotation Day for the relevant
                  Interest Period the Screen Rate is not available and
                  none or only one of the Reference Banks supplies a rate
                  to the Agent to determine LIBOR or, if applicable, EURIBOR
                  for the relevant currency and Interest Period; or

            (ii)  before close of business in London on the Quotation Day for
                  the relevant Interest Period, the Agent receives
                  notifications from a Lender or Lenders (whose participations
                  in a Loan exceed 40 per cent. of that Loan) that the cost to
                  it of obtaining matching deposits in the Relevant Interbank
                  Market would be in excess of LIBOR or, if applicable, EURIBOR.

13.3  Alternative basis of interest or funding

      (a)  If a Market Disruption Event occurs and the Agent or either of the
           Borrowers so requires, the Agent and SVG shall enter into
           negotiations (for a period of not more than thirty days) with a
           view to agreeing a substitute basis for determining the rate of
           interest.

      (b)  Any alternative basis agreed pursuant to paragraph (a) above shall,
           with the prior consent of all the Lenders and SVG, be binding on all
           Parties.

                                         36

13.4  Break Costs

      (a)  Each Borrower shall, within three Business Days of demand by a
           Finance Party, pay to that Finance Party its Break Costs
           attributable to all or any part of a Loan or Unpaid Sum being paid
           by that Borrower on a day other than the last day of an Interest
           Period for that Loan or Unpaid Sum.

      (b)  Each Lender shall, as soon as reasonably practicable after a demand
           by the Agent, provide a certificate confirming the amount of its
           Break Costs for any Interest Period in which they accrue.

14.   FEES

14.1  Commitment fee

      (a)  SVG shall pay to the Agent (for the account of each Lender) a fee
           in the Base Currency computed at the rate of 0.60 per cent. per
           annum on that Lender's Available Commitment for the Availability
           Period.

      (b)  The accrued commitment fee is payable on the last day of each
           successive period of three Months which ends during the Availability
           Period, on the last day of the Availability Period and on the
           cancelled amount of the relevant Lender's Commitment at the time the
           cancellation is effective.

14.2   Utilisation Fee

     (a)   SVG shall pay to the Agent (for the account of each Lender) a
           utilisation fee in the Base Currency computed as follows:

          (i)  0.125% per annum on the aggregate Base Currency Amount of the
               Utilisations outstanding hereunder for each day on which they
               are greater than 25%, but less than 50%, of the Total
               Commitments;

         (ii)  0.25% per annum on the aggregate Base Currency Amount of the
               Utilisations outstanding hereunder for each day on which they
               are equal to or greater than 50%, but less than 75%, of the
               Total Commitments; and

        (iii)  0.50% per annum on the aggregate Base Currency Amount of the
               Utilisations outstanding hereunder for each day on which they
               are greater than 75% of the Total Commitments.

           provided that, for these purposes, the Base Currency Amount of the
           Utilisations in respect of the SVG Diamond Bank Guarantee shall be
           deemed to be equal to the then Current Outstanding Amount less the
           amount of cash cover (if any) provided by SVG in respect of all or
           any part of such Bank Guarantee.

     (b)   The accrued utilisation fee, if any, shall be payable in arrear on
           the last day of each successive period of three months which ends
           after the date of this Agreement and on the Termination Date.

14.3   Participation Fee

       SVG shall pay a participation fee to each Joint Lead Arranger in the
       amount and at the times agreed in the applicable Fee Letter between SVG
       and such Joint Lead Arranger.

                                       37
14.4   Agency fee

       SVG shall pay to the Agent (for its own account) an agency fee in the
       amount and at the times agreed in a Fee Letter.

14.5   Trustee's Fee

       SVG shall pay to the Trustee (for its own account) a trustee's fee in
       the amount and at the times agreed in a Fee Letter.

14.6   Trustee's Ongoing Fees

       In the event of the occurrence of (a) an Event of Default or (b) the
       Trustee considering it necessary or expedient or (c) being requested by
       an Obligor or a Lender to undertake duties which the Trustee and SVG
       agree to be of an exceptional nature and/or outside the scope of the
       normal duties of the Trustee under the Finance Documents, SVG shall pay
       to the Trustee such additional remuneration (together with an amount
       equal to any applicable VAT) as may be agreed between them. If the
       Trustee and SVG fail to agree upon the nature of such duties or upon
       such additional remuneration, that dispute shall be determined by a
       merchant bank (acting as an expert and not as an arbitrator) selected
       by the Trustee and approved by SVG or, failing such approval, nominated
       (on the application of the Trustee) by the President for the time being
       of the Law Society of England and Wales (the costs of such nomination
       and of the merchant bank being payable by SVG) and the determination of
       any such merchant bank shall be final and binding upon the parties to
       this Agreement.

                                      38


                                    SECTION 6
                        ADDITIONAL PAYMENT OBLIGATIONS

15.    TAX GROSS UP AND INDEMNITIES

15.1   Definitions

       (a)  In this Clause 15:

            "Protected Party" means a Finance Party which is or will be, for or
            on account of Tax, subject to any liability or required to make
            any payment in relation to a sum received or receivable (or any
            sum deemed for the purposes of Tax to be received or receivable)
            under a Finance Document.

            "Qualifying Lender" means a Lender which (on the date a payment
            falls due) is within the charge to United Kingdom corporation tax
            in respect of, and is beneficially entitled to, that payment and
            is receiving that payment in respect of an advance made by a
            person that was a bank (as defined for the purpose of section 349
            of the Taxes Act in section 840A of the Taxes Act) at the time
            that advance was made.

            "Tax Credit" means a credit or relief against, remission in, or
            repayment of, any Tax.

            "Tax Deduction" means a deduction or withholding for or on account
            of Tax from a payment under a Finance Document.

            "Tax Payment" means an increased payment made by an Obligor to a
            Finance Party under Clause 15.2 (Tax gross-up) or a payment under
            Clause 15.3 (Tax indemnity).

      (b)   In this Clause 15 a reference to "determines" or "determined" means
            a determination made in the absolute discretion of the person
            making the determination.

15.2  Tax gross-up

      (a)   Each Obligor shall make all payments to be made by it without any
            Tax Deduction, unless a Tax Deduction is required by law.

      (b)   Each Lender represents and warrants as at the date of this
            Agreement (or at the date on which it becomes a party to this
            Agreement) to the Obligors that were a payment under a Finance
            Document to be made to it on such date it would be a Qualifying
            Lender. This representation shall be deemed to be repeated on the
            first day of each Interest Period by reference to such day. The
            Obligors may request a Lender to confirm its status as a Qualifying
            Lender. Each Lender agrees to provide such confirmation as soon as
            reasonably practicable.

      (c)   The Borrowers or a Lender shall promptly upon becoming aware that
            an Obligor must make a Tax Deduction (or that there is any change
            in the rate or the basis of a Tax Deduction) notify the Agent
            accordingly. If the Agent receives such notification from a Lender
            it shall notify the Borrowers and that Obligor.

      (d)   If a Tax Deduction is required by law to be made by an Obligor in
            one of the circumstances set out in paragraph (e) below, the amount
            of the payment due from that Obligor shall be increased to an
            amount which (after making any Tax Deduction) leaves an amount
            equal to the payment which would have been due if no Tax Deduction
            had been required.

      (e)   The circumstances referred to in paragraph (d) above are where a
            person entitled to the payment:

            (i)   is the Agent or a Joint Lead Arranger (on its own behalf); or

           (ii)   is a Qualifying Lender; or

          (iii)   is a Lender which is not or has ceased to be a Qualifying
                  Lender to the extent that this altered status results from
                  any change after the date on which it became a Lender under
                  this Agreement in (or in the official interpretation,
                  administration, or official application of) any United
                  Kingdom law or any published practice or published concession
                  of any United Kingdom taxing authority.

      (f)  If an Obligor is required to make a Tax Deduction, that Obligor
           shall make that Tax Deduction and any payment required in connection
           with that Tax Deduction within the time allowed and in the minimum
           amount required by law.

      (g)  Within thirty days of making either a Tax Deduction or any payment
           required in connection with that Tax Deduction, the Obligor making
           that Tax Deduction shall deliver to the Agent for the Finance Party
           entitled to the payment evidence reasonably satisfactory to that
           Finance Party that the Tax Deduction has been made or (as applicable)
           any appropriate payment paid to the relevant taxing authority.

15.3  Tax indemnity

      (a)  SVG shall (within three Business Days of demand by the Agent) pay to
           a Protected Party an amount equal to the loss, liability or cost
           which that Protected Party determines will be or has been (directly
           or indirectly) suffered for or on account of Tax by that Protected
           Party on or by reference to any sum payable or deemed payable to or
           by it under a Finance Document.

      (b)  Paragraph (a) above shall not apply with respect to any Tax assessed
           on a Finance Party:


           (A)  under the law of the jurisdiction in which that Finance Party
                is incorporated or, if different, the jurisdiction (or
                jurisdictions) in which that Finance Party is treated as
                resident for Tax purposes; or

           (B) under the law of the jurisdiction in which that Finance Party's
               Facility Office is located in respect of amounts received or
               receivable in that jurisdiction, if that Tax is imposed on or
               calculated by reference to the net income, profits or gains of
               that Finance Party.

                                         40

      (c)  A Protected Party making, or intending to make, a claim pursuant to
           paragraph (a) above shall promptly notify the Agent of the event
           which will give, or has given, rise to the claim, following which
           the Agent shall notify the Obligors.

      (d)  A Protected Party shall, on receiving a payment from an Obligor
           under this Clause 15.3, notify the Agent.

15.4   Tax Credit

       If an Obligor makes a Tax Payment and the relevant Finance Party
       determines that:

       (a)   a Tax Credit is attributable to that Tax Payment; and

       (b)   that Finance Party has obtained, utilised and retained that Tax
             Credit,

             the Finance Party shall pay an amount to the Obligor which that
             Finance Party determines will leave it (after that payment) in the
             same after-Tax position as it would have been in had the
             circumstances giving rise to the Tax Payment not occurred.

15.5   Stamp taxes

       SVG shall pay and, within three Business Days of demand, indemnify each
       Finance Party against any cost, loss or liability that Finance Party
       incurs in relation to all stamp duty, registration and other similar
       Taxes payable in respect of any Finance Document but not for the
       avoidance of doubt in respect of any transfer of a Finance Party's
       rights under a Finance Document.

15.6   Value added tax

       (a)   All consideration payable under a Finance Document by an Obligor
             to a Finance Party shall be deemed to be exclusive of an amount
             in respect of any VAT. If VAT is chargeable in respect of any such
             consideration, upon receipt of an invoice the Obligor shall pay to
             the Finance Party (in addition to paying the consideration) an
             amount equal to the amount of the VAT.

       (b)   Where a Finance Document requires an Obligor to reimburse a
             Finance Party for any costs or expenses, that Obligor shall also
             at the same time pay and indemnify that Finance Party against all
             VAT incurred by that Finance Party in respect of the costs or
             expenses save to the extent that that Finance Party is entitled to
             repayment or credit in respect of the VAT.

16.    INCREASED COSTS

16.1   Increased costs

       (a)   Subject to Clause 16.3 (Exceptions) SVG shall, within three
             Business Days of a demand by the Agent, pay for the account of a
             Finance Party the amount of any Increased Costs incurred by that
             Finance Party or any of its Affiliates as a result of (i) the
             introduction of or any change in (or in the interpretation or
             application of) any law or regulation or (ii) compliance with any
             law or regulation made after the date of this Agreement.

                                       41

       (b)   In this Agreement "Increased Costs" means:

       (i)   a reduction in the rate of return from the Facility or on a
             Finance Party's (or its Affiliate's) overall capital;

      (ii)   an additional or increased cost; or

     (iii)   a reduction of any amount due and payable under any Finance
             Document,

      which is incurred or suffered by a Finance Party or any of its Affiliates
      to the extent that it is attributable to that Finance Party having
      entered into its Commitment or funding or performing its obligations
      under any Finance Document.

16.2  Increased cost claims

      (a)   A Finance Party intending to make a claim pursuant to Clause 16.1
            (Increased costs) shall notify the Agent of the event giving rise
            to the claim, following which the Agent shall promptly notify SVG.

      (b)   Each Finance Party shall, as soon as practicable after a demand by
            the Agent, provide a certificate confirming the amount of its
            Increased Costs.

16.3  Exceptions

      (a)   Clause 16.1 (Increased costs) does not apply to the extent any
            Increased Cost is:

            (i)   Tax on the net profits, income or gains of a Finance Party;

           (ii)   attributable to a Tax Deduction required by law to be made by
                  an Obligor;

          (iii)   compensated for by Clause 15.3 (Tax indemnity) (or would have
                  been compensated for under Clause 15.3 (Tax indemnity) but
                  was not so compensated solely because one of the exclusions
                  in paragraph 15.3(b) of Clause 15.3 (Tax indemnity) applied);

           (iv)   compensated for by the payment of the Mandatory Cost; or

            (v)   attributable to the breach by the relevant Finance Party or
                  its Affiliates of any law or regulation.

     (b)   In this Clause 16.3, a reference to a "Tax Deduction" has the same
           meaning given to the term in Clause 15.1 (Definitions).

17.     OTHER INDEMNITIES

17.1    Currency indemnity

        (a)    If any sum due from an Obligor under the Finance Documents
               (a "Sum"),  or any order, judgment or award given or made in
               relation to a Sum, has to be converted from the currency (the
               "First Currency") in which that Sum is payable into another
               currency (the "Second Currency") for the purpose of:

               (i)   making or filing a claim or proof against that Obligor;

                                        42

              (ii)   obtaining or enforcing an order, judgment or award in
                     relation to any litigation or arbitration proceedings,

                     that Obligor shall as an independent  obligation,  within
                     three Business Days of demand,  indemnify  each Finance
                     Party to whom that Sum is due against any cost, loss or
                     liability arising out of or as a result of the conversion
                     including any discrepancy  between (A) the rate of
                     exchange  used to convert that Sum from the First Currency
                     into the Second  Currency and (B) the rate or rates of
                     exchange available to that person at the time of its
                     receipt of that Sum.

        (b)   Each Obligor waives any right it may have in any jurisdiction to
              pay any amount under the Finance Documents in a currency or
              currency unit other than that in which it is expressed to be
              payable.

17.2    Other indemnities

        SVG shall (or shall procure that an Obligor will), within three
        Business Days of demand, indemnify each Lender against any cost, loss
        or liability properly incurred by that Lender as a result of:

        (a)   the occurrence of any Event of Default;

        (b)   a failure by an Obligor to pay any amount due under a Finance
              Document on its due date, including without limitation, any cost,
              loss or liability arising as a result of Clause 30 (Sharing among
              the Lenders);

        (c)   funding, or making arrangements to fund, its participation in a
              Utilisation requested by a Borrower in a Utilisation Request but
              not made by reason of the operation of any one or more of the
              provisions of this Agreement (other than by reason of default
              or negligence by that Lender alone); or

        (d)   a Utilisation (or part of a Utilisation) not being prepaid in
              accordance with a notice of prepayment given by a Borrower.

17.3    Indemnity to the Agent

        SVG shall promptly indemnify the Agent against any cost, loss or
        liability properly incurred by the Agent (acting reasonably) as a
        result of:

        (a)   investigating any event which it reasonably believes is a
              Default; or

        (b)   entering into or performing any foreign exchange contract for
              the purposes of Clause 6 (Optional Currencies); or

        (c)   acting or relying on any notice, request or instruction which it
              reasonably believes to be genuine, correct and appropriately
              authorised.

17.4     Indemnity to Trustee

         The Trustee may, in priority to any payment to the Lenders, indemnify
         itself out of the Charged Property in respect of, and pay and retain,
         all sums necessary to give effect to this indemnity and shall have a
         lien on the Security and the proceeds of the enforcement of the
         Security for all moneys payable to it under this Clause.

                                       43

18.     MITIGATION BY THE LENDERS

18.1    Mitigation

        (a)   Each Finance Party shall, in consultation with SVG, take all
              reasonable steps to mitigate any circumstances which arise and
              which would result in any amount becoming payable under, or
              cancelled pursuant to, any of Clause 10.1 (Illegality), Clause 15
              (Tax gross-up and indemnities) or Clause 16 (Increased costs)
              including (but not limited to) transferring its rights and
              obligations under the Finance Documents to another Affiliate or
              Facility Office.

        (b)   Paragraph (a) above does not in any way limit the obligations of
              any Obligor under the Finance Documents.

18.2     Limitation of liability

        (a)   SVG shall indemnify each Finance Party for all costs and expenses
              reasonably incurred by that Finance Party as a result of steps
              taken by it under Clause 18.1 (Mitigation).

        (b)   A Finance Party is not obliged to take any steps under Clause
              18.1 (Mitigation) if, in the opinion of that Finance Party
              (acting reasonably), to do so might be prejudicial to it.

19.     COSTS AND EXPENSES

19.1    Transaction expenses

        SVG shall promptly on demand pay the Agent, the Joint Lead Arrangers
        and the Trustee the amount of all costs and expenses (including legal
        fees) reasonably incurred by any of them in connection with the
        negotiation, preparation, printing and execution of:

        (a)   this Agreement and any other documents referred to in this
              Agreement; and

        (b)   any other Finance Documents executed after the date of this
              Agreement,

        and all costs and expenses reasonably incurred by them in connection
        with the perfection of the Security contemplated in the Finance
        Documents.

19.2    Amendment costs

        If (a) an Obligor requests an amendment, waiver or consent or (b) an
        amendment is required pursuant to Clause 31.9 (Change of currency), the
        Obligor requesting the amendment, waiver or consent necessitating the
        amendment pursuant to Clause 31.9 (Change of Currency) shall, within
        three Business Days of demand, reimburse the Agent for the amount of
        all costs and expenses (including legal fees) reasonably incurred by
        the Agent in responding to, evaluating, negotiating or complying with
        that request or requirement.

19.3    Enforcement costs

        SVG shall, within three Business Days of demand, pay to each Finance
        Party the amount of all costs and expenses (including legal fees)
        incurred by that Finance Party in connection with the enforcement of,
        or the preservation of any rights under, any Finance Document.

                                       44



                                   SECTION 7
                                   GUARANTEE

20.     GUARANTEE AND INDEMNITY

20.1    Guarantee and indemnity

        Each Guarantor irrevocably and unconditionally:

       (a)     guarantees to each Finance Party punctual performance by the
               Relevant Borrower of all that Borrower's obligations under the
               Finance Documents;

       (b)     undertakes with each Finance Party that whenever the Relevant
               Borrower does not pay any amount when due under or in connection
               with any Finance Document, that Guarantor shall immediately on
               demand pay that amount as if it was the principal obligor; and

       (c)     indemnifies each Finance Party immediately on demand against any
               cost, loss or liability suffered by that Finance Party if any
               obligation guaranteed by it is or becomes unenforceable, invalid
               or illegal. The amount of the cost, loss or liability shall be
               equal to the amount which that Finance Party would otherwise have
               been entitled to recover.

20.2     Continuing guarantee

         This guarantee is a continuing guarantee and will extend to the
         ultimate balance of sums payable by the Relevant Borrower under the
         Finance Documents, regardless of any intermediate payment or discharge
         in whole or in part.

20.3     Reinstatement

         If any payment by an Obligor or any discharge given by a Finance Party
         (whether in respect of the obligations of any Obligor or any security
         for those obligations or otherwise) is avoided or reduced as a result
         of insolvency or any similar event:

         (a)     the liability of each Obligor shall continue as if the payment,
                 discharge, avoidance or reduction had not occurred; and

         (b)     each Finance Party shall be entitled to recover the value or
                 amount of that security or payment from each Obligor, as if the
                 payment, discharge, avoidance or reduction had not occurred.

20.4     Waiver of defences

         The obligations of each Guarantor under this Clause 20 will not be
         affected by an act, omission, matter or thing which, but for this
         Clause, would reduce, release or prejudice any of its obligations under
         this Clause 20 (without limitation and whether or not known to it or
         any Finance Party) including:

         (a)     any time, waiver or consent granted to, or composition with,
                 any Obligor or other person;

         (b)     the release of any other Obligor or any other person under the
                 terms of any composition or arrangement with any creditor of
                 any member of the Group;

                                       46

         (c)     the taking, variation, compromise, exchange, renewal or release
                 of, or refusal or neglect to perfect, take up or enforce, any
                 rights against, or security over assets of, any Obligor or
                 other person or any non-presentation or non-observance of any
                 formality or other requirement in respect of any instrument or
                 any failure to realise the full value of any security;

         (d)     any incapacity or lack of power, authority or legal personality
                 of or dissolution or change in the members or status of an
                 Obligor or any other person;

         (e)     any amendment (however fundamental) or replacement of a Finance
                 Document or any other document or security;

         (f)     any unenforceability, illegality or invalidity of any
                 obligation of any person under any Finance Document or any
                 other document or security; or

         (g)     any insolvency or similar proceedings.

20.5     Immediate recourse

         Each Guarantor waives any right it may have of first requiring any
         Finance Party (or any trustee or agent on its behalf) to proceed
         against or enforce any other rights or security or claim payment from
         any person before claiming from that Guarantor under this Clause 20.
         This waiver applies irrespective of any law or any provision of a
         Finance Document to the contrary.

20.6     Appropriations

         Until all amounts which may be or become payable by the Obligors under
         or in connection with the Finance Documents have been irrevocably paid
         in full, each Finance Party (or any trustee or agent on its behalf)
         may:

         (a)     refrain from applying or enforcing any other moneys, security
                 or rights held or received by that Finance Party (or any
                 trustee or agent on its behalf) in respect of those amounts, or
                 apply and enforce the same in such manner and order as it sees
                 fit (whether against those amounts or otherwise) and no
                 Guarantor shall be entitled to the benefit of the same; and

         (b)     hold in an interest-bearing suspense account any moneys
                 received from any Guarantor or on account of any Guarantor's
                 liability under this Clause 20.

20.7     Deferral of Guarantors' rights

         Until all amounts which may be or become payable by the Obligors under
         or in connection with the Finance Documents have been irrevocably paid
         in full and unless the Agent otherwise directs, the Guarantor will not
         exercise any rights which it may have by reason of performance by it of
         its obligations under the Finance Documents:

         (a)     to be indemnified by an Obligor;

         (b)     to claim any contribution from any other guarantor of any
                 Obligor's obligations under the Finance Documents; and/or

         (c)     to take the benefit (in whole or in part and whether by way of
                 subrogation or otherwise) of any rights of the Finance Parties
                 under the Finance Documents or of any other guarantee or
                 security taken pursuant to, or in connection with, the Finance
                 Documents by any Finance Party.

                                       47

20.8     Additional security

         This guarantee is in addition to and is not in any way prejudiced by
         any other guarantee or security now or subsequently held by any
         Finance Party.

                                       48

                                   SECTION 8
              REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

21.     REPRESENTATIONS

        Each Obligor makes the representations and warranties set out in this
        Clause 21 to each Finance Party on the date of this Agreement.

21.1    Status

        (a)     In the case of SVG, it is a corporation duly incorporated and
                 validly existing under the law of its jurisdiction of
                 incorporation. In the case of the Platinum Trust, it is a trust
                 duly constituted and established and validly existing under the
                 laws of its jurisdiction of establishment.

        (b)     It and each of its Subsidiaries (other than, for the avoidance
                 of doubt, Investee Companies) has the power to own its assets
                 and carry on its business as it is being conducted.

21.2    Binding obligations

        The obligations expressed to be assumed by it in each Finance Document
        are, subject to any general principles of law as at the date of this
        Agreement limiting its obligations which are specifically referred to
        in any legal opinion delivered pursuant to Clause 4 (Conditions of
        Utilisation), legal, valid, binding and enforceable obligations.

21.3    Non-conflict with other obligations

        The entry into and performance by it of, and the transactions
        contemplated by, the Finance Documents to which it is a party do not
        and will not conflict with:

        (a)     any law or regulation applicable to it;

        (b)     its constitutional documents; or

        (c)     any agreement or instrument binding upon it or any of its
                 assets.

21.4    Power and authority

        It has the power to enter into, perform and deliver, and has taken all
        necessary action to authorise its entry into, performance and delivery
        of, the Finance Documents to which it is a party and the transactions
        contemplated by those Finance Documents.

21.5    Validity and admissibility in evidence

        All Authorisations required or desirable:

        (a)     to enable it lawfully to enter into, exercise its rights and
                comply with its obligations in the Finance Documents to which
                it is a party; and

        (b)     to make the Finance Documents to which it is a party admissible
                in evidence in its jurisdiction of incorporation (in the case
                of SVG) or jurisdiction of establishment (in the case of the
                Platinum Trust), have been obtained or effected and are in full
                force and effect.

                                       49

21.6    Governing law and enforcement

        (a)     The choice of English law as the governing law of the Finance
                Documents will be recognised and enforced in its jurisdiction
                of incorporation (in the case of SVG) or jurisdiction of
                establishment (in the case of the Platinum Trust).

        (b)     Any judgment obtained in England in relation to a Finance
                Document will be recognised and enforced in its jurisdiction of
                incorporation (in the case of SVG) or jurisdiction of
                establishment (in the case of the Platinum Trust).

21.7    Deduction of Tax

        It is not required under the law of its jurisdiction of incorporation
        (in the case of SVG) or jurisdiction of establishment (in the case of
        the Platinum Trust) to make any deduction for or on account of Tax from
        any payment it may make under any Finance Document.

21.8    No filing or stamp taxes

        Under the law of its jurisdiction of incorporation (in the case of SVG)
        or jurisdiction of establishment (in the case of the Platinum Trust) it
        is not necessary that the Finance Documents be filed, recorded or
        enrolled with any court or other authority in that jurisdiction (save
        for the filing of the particulars of the Debentures with the Registrar
        of Companies (in the case of SVG) or that any stamp, registration or
        similar Tax be paid on or in relation to the Finance Documents or the
        transactions contemplated by the Finance Documents.

21.9    No default

        (a)     No Event of Default is continuing or might reasonably be
                expected to result from the making of any Utilisation.

        (b)     No other event or circumstance is outstanding which constitutes
                a default under any other agreement or instrument which is
                binding on it or any of its Subsidiaries (other than Investee
                Companies) or to which its (or its Subsidiaries' (other than
                Investee Companies')) assets are subject which might have a
                Material Adverse Effect.

21.10   No misleading information

        All written information supplied by an Obligor is true, complete and
        accurate in all material respects as at the date it was given and at
        such date was not misleading in any material respect.

21.11   Financial statements

        (a)     Its Original Financial Statements were prepared in accordance
                with GAAP consistently applied.

        (b)     Its Original Financial Statements fairly represent its
                financial condition and operations (consolidated in
                the case of SVG) during the relevant financial year or
                half-year.

        (c)     There has been no material adverse change in its business or
                financial condition (or the business or consolidated financial
                condition of the Group, in the case of SVG) since the date to
                which the Original Financial Statements were drawn up.

                                       50

21.12   Pari passu ranking

        Its payment obligations under the Finance Documents rank at least pari
        passu with the claims of all its other unsecured and unsubordinated
        creditors, except for obligations mandatorily preferred by law
        applying to companies
        generally.

21.13   No proceedings pending or threatened

        No litigation, arbitration or administrative proceedings of or before
        any court, arbitral body or agency which have a reasonable prospect of
        being adversely determined and, if adversely determined, might
        reasonably be expected to have a Material Adverse Effect have (to the
        best of its knowledge and belief) been started or threatened against
        it or any of its Subsidiaries (other than any Investee Company).

21.14   Security

        (a)     The Obligors will at all times during the subsistence of the
                Security be the sole, legal and beneficial owner of all of
                their assets and will keep their assets free from any Security
                (other than any Security permitted under this Agreement).

        (b)     Each of the Debentures constitutes a first ranking floating
                charge over the assets subject to such Debenture and such
                assets are not subject to any prior ranking or pari passu
                Security.

        (c)     Each of the Debentures to which it is a party validly creates
                the Security expressed to be created thereby and evidences
                such Security.

21.15   Ownership of the Platinum Trust

        As at 31 December 2002, SVG held 99% of all A units and 90% of all B
        units in the Platinum Trust.

21.16   Constitution of the Platinum Trust

        The Platinum Trust was constituted by the Trust Deed dated 29 March
        1996 between Barings (Guernsey) Limited and Schroder Ventures Managers
        (Guernsey) Limited.

21.17   Repetition

        The Repeating Representations are deemed to be made by each Obligor
        (by reference to the facts and circumstances then existing) on the
        date of each Utilisation Request and the first day of each Interest
        Period and in the case of Clause 21.9 (No default) and Clause 21.13
        (No proceedings pending or threatened) such representations shall be
        deemed made as if paragraph (a) of the definition of "Material
        Adverse Effect" had been deleted.

22.     INFORMATION UNDERTAKINGS

        The undertakings in this Clause 22 remain in force from the date of this
        Agreement for so long as any amount is outstanding under the Finance
        Documents or any Commitment is in force.

22.1    Financial statements

        SVG shall supply to the Agent in sufficient copies for all the Lenders:

        (a)     as soon as the same become available, but in any event within
                180 days after the end of each of its financial years:

                (i)     its audited consolidated financial statements for that
                        financial year; and

                (ii)    the audited financial statements of the Platinum Trust
                        for that financial year; and

        (b)     as soon as the same become available, but in any event within 90
                days after the end of each half of each of its financial years:

                (i)     its consolidated financial statements for that financial
                        half year; and

                (ii)    the financial statements of the Platinum Trust for that
                        financial half year.

        (c)     monthly management valuations of the investment portfolio on the
                basis agreed in writing with the Joint Lead Arrangers prior to
                the date hereof.

                                       51

22.2    Compliance Certificate and Management Portfolio Valuations

        (a)     SVG shall supply to the Agent, on the last day of each calendar
                month and with each set of financial statements delivered
                pursuant to paragraph 22.1(a)(i) or 22.1(b)(i) of Clause 22.1
                (Financial statements), a Compliance Certificate setting out
                (in reasonable detail) computations as to compliance with Clause
                23 (Financial covenants) as at such date or, as the case may be,
                the date as at which those financial statements were drawn up
                and setting out the management portfolio valuation of the
                investment portfolio pursuant to paragraph 22.1(c) or the
                valuation determined pursuant to Clause 23.4 (Valuation) as at
                the end of the first half of each financial year or the end of
                each financial year, as the case may be.

        (b)     Each Compliance Certificate shall be signed by the company
                secretary and the Chief Financial Officer of SVG.

        (c)     If the Majority Lenders believe in good faith and based on
                reasonable grounds that any financial statements or calculations
                provided pursuant to this Clause 22 are inaccurate or incomplete
                the Agent may seek verification of such financial statements or
                calculations from SVG's auditors. The costs and expenses of any
                such action shall be for the account of SVG. The Agent may not
                seek such verification unless there are amounts outstanding
                under this Agreement or a Utilisation Request has been delivered
                to the Agent.

22.3    Requirements as to financial statements

        (a)     Each set of financial statements delivered pursuant to
                Clause 22.1 (Financial statements) shall be certified by a
                director of the relevant company or trustee of the relevant
                trust as fairly representing its financial condition as at the
                date as at which those financial statements were drawn up.

        (b)

                (i)     SVG shall procure that each set of financial statements
                        of an Obligor delivered pursuant to Clause 22.1
                        (Financial statements) is prepared using GAAP and
                        accounting practices and financial reference periods
                        consistent with those applied in the preparation of the
                        Original Financial Statements for that Obligor unless,
                        in relation to any set of financial statements, it
                        notifies the Agent that there has been a change in GAAP
                        or the accounting practices or reference periods and its
                        auditors (or, if appropriate, the auditors of the
                        Obligor) deliver to the Agent:

                                       52

                        (A)     a description of any change necessary for those
                                financial statements to reflect the GAAP,
                                accounting practices and reference periods upon
                                which that Obligor's Original Financial
                                Statements were prepared; and

                        (B)     sufficient information, in form and substance as
                                may be reasonably required by the Agent, to
                                enable the Lenders to determine whether
                                Clause 23 (Financial covenants) has been
                                complied with and make an accurate comparison
                                between the financial position indicated in
                                those financial statements and that Obligor's
                                Original Financial Statements.

                (ii)    If SVG notifies the Agent of a change in accordance with
                        paragraph (i) above then SVG and the Agent shall enter
                        into negotiations in good faith with a view to agreeing:

                        (A)     whether or not the change might result in any
                                material alteration in the commercial effect of
                                any of the terms of this Agreement; and

                        (B)     if so, any amendments to this Agreement which
                                may be necessary to ensure that the change does
                                not result in any material alteration in the
                                commercial effect of those terms,

                        and if any amendments are agreed they shall take effect
                        and be binding on each of the Parties in accordance with
                        their terms.

                Any reference in this Agreement to those financial statements
                shall be construed as a reference to those financial statements
                as adjusted to reflect the basis upon which the Original
                Financial Statements were prepared.

22.4    Information: miscellaneous

        The Obligors shall supply to the Agent (in sufficient copies for all the
        Lenders, if the Agent so requests):

        (a)     all documents dispatched by such Obligor to its shareholders or
                trustee, unitholders or beneficiaries (or any class of them) or
                its creditors generally at the same time as they are dispatched;

        (b)     promptly upon becoming aware of them, the details of any
                litigation, arbitration or administrative proceedings which are
                current, threatened or pending against any member of the Group,
                and which might, if adversely determined, have a Material
                Adverse Effect;

        (c)     promptly, such further information regarding the financial
                condition, business and operations of any member of the Group as
                any Finance Party (through the Agent) may reasonably request;
                and

                                       53

        (d)     in the event the SVG Bank Guarantee is issued hereunder, details
                of the amount of any Callable Subscription Monies paid by SVG or
                of any dealings by SVG in any PEI Preferred Equity Shares in
                respect of which there are Callable Subscription Monies to
                enable the Lenders to calculate the Current Outstanding Amount.

22.5    Notification of default

        (a)     Each Obligor shall notify the Agent of any Default (and the
                steps, if any, being taken to remedy it) promptly upon becoming
                aware of its occurrence (unless that Obligor is aware that a
                notification has already been provided by another Obligor).

        (b)     Promptly upon a request by the Agent, SVG shall supply to the
                Agent a certificate signed by two of its directors or senior
                officers on its behalf certifying that no Default is continuing
                (or if a Default is continuing, specifying the Default and the
                steps, if any, being taken to remedy it).

23.     FINANCIAL COVENANTS

23.1    Financial definitions

        In this Clause 23:
        "Cash and Cash Equivalents" means at any time:

        (a)     cash in hand or on deposit with an acceptable bank and which in
                either case is remittable to the United Kingdom;

        (b)     certificates of deposit maturing within one year after the date
                of calculation issued by an acceptable bank;

        (c)     open market commercial paper:

                (i)     for which a recognised trading market exists;

                (ii)    which matures within one year after the relevant date of
                        calculation; and

                (iii)   which has a credit rating of either A-1 by Standard &
                        Poor's Rating Services, a division of The McGraw Hill
                        Companies, Inc. (or its successors) or Fitch IBCA, Inc.
                        (or its successors) or P-1 by Moody's Investors Service,
                        Inc.(or its successors) or, if no rating is available in
                        respect of the commercial paper, the issuer of which has
                        in respect of its long-term debt obligations, an
                        equivalent rating;

        (d)     Sterling bills of exchange eligible for rediscount at the Bank
                of England and accepted by an acceptable bank; or

        (e)     United States treasury bills; or

        (f)     Euro denominated debt securities issued by the government of an
                acceptable member state of the European Union (for these
                purposes an "acceptable member state" means any of the United
                Kingdom, France, Germany, The Netherlands, Belgium, Spain,
                Italy, Ireland, Denmark and Sweden),in each case to which an
                Obligor is beneficially entitled at that time. An "acceptable
                bank" means any of the Original Lenders, Schroders & Co.
                Limited, ING Bank N.V. or any Affiliate of either of the
                foregoing or a commercial bank or trust company which has a
                rating of A or higher by Standard & Poor's Rating Services, a
                division of The McGraw Hill Companies, Inc. (or its successors)
                or Fitch IBCA, Inc. (or its successors) or A2 or higher by
                Moody's Investors Service, Inc. (or its successors).

                                       54

                "Consolidated Gross Borrowings" means at any time the aggregate
                amount of all obligations of the Group (or, for the purposes of
                Clause 23.2(b) below, Barings (Guernsey) Limited as trustee of
                the Platinum Trust) for or in respect of Indebtedness for
                Borrowed Money but excluding any such obligations to any other
                member of the Group (and so that no amount shall be included or
                excluded more than once) and any obligations subordinated to the
                obligations of the Obligors under the Finance Documents on terms
                satisfactory to the Agent (acting on the instructions of the
                Majority Lenders (acting reasonably)).

                "Consolidated Adjusted Investment Assets" means Consolidated
                Investment Assets less:

        (a)     the amount by which the value of an investment by a fund (or any
                member of the Group) in any one underlying unquoted Investee
                Company exceeds 15% of the Portfolio Value;

        (b)     the amount by which the value of an investment by a fund (or any
                member of the Group) in any one underlying Investee Company
                which is quoted on any public stock exchange exceeds 20% of the
                Portfolio Value;

        (c)     the amount by which the value of the twenty largest underlying
                investments in Investee Companies exceed 85% of the Portfolio
                Value; and

        (d)     the amount by which the P123 Adjusted Asset Value exceeds 7.5%
                of the Portfolio Value.

        For the avoidance of doubt the value of the investment (or part thereof)
        shall not be deducted from the portfolio value more than once.

        "Consolidated Investment Assets" means at any time the sum of the value
        of the Obligors' investments in Schroder Ventures Funds, Permira Funds
        or other funds, or held directly in Investee Companies (but
        (a) excluding the value of SVG's investment in the Platinum Trust and
        (b) for the purpose of determining the value of SVG's holding in P123
        this shall be calculated by multiplying the then most recent book
        valuation of SVG's investment in P123 by 30% (the resultant figure being
        defined as the "P123 Adjusted Asset Value")), all Cash and Cash
        Equivalents held by the Obligors and all other investments held by the
        Obligors and approved by the Agent (the latter being subject to a de
        minimus requirement that the value thereof does not exceed 5% of total
        gross assets of the Obligors).

        "P123 Adjusted Asset Value" has the meaning given to such term in the
        definition of "Consolidated Investment Assets" in this Clause 23.1.

                                       55

        "Portfolio Value" means the amount of the Consolidated Investment Assets
        of the Obligors.

23.2    Financial condition

        SVG shall ensure that:

        (a)     Consolidated Gross Borrowings shall not be more than 30% of
                Consolidated Adjusted Investment Assets at any time; and

        (b)     the Consolidated Gross Borrowings of Barings (Guernsey) Limited
                as trustee of the Platinum Trust shall be less than 15% of the
                Total Commitments at all times.

23.3    Financial testing

        The financial covenants set out in Clause 23.2 (Financial condition)
        shall be tested by reference to each of the financial statements and/or
        each Compliance Certificate delivered pursuant to Clause 22.2
        (Compliance Certificate and Management Portfolio Valuations).

23.4    Valuation

        The value of each Investee Company shall be assessed (at the cost of the
        Obligors) on a semi-annual and annual basis according to the British
        Venture Capital Association Guidelines published from time to time.

24.     GENERAL UNDERTAKINGS

        The undertakings in this Clause 24 remain in force from the date of this
        Agreement for so long as any amount is outstanding under the Finance
        Documents or any Commitment is in force.

24.1    Authorisations

        Each Obligor shall promptly:

        (a)     obtain, comply with and do all that is necessary to maintain in
                full force and effect; and

        (b)     supply certified copies to the Agent of,

        any Authorisation required under any law or regulation of its
        jurisdiction of incorporation (in the case of SVG) or jurisdiction of
        establishment (in the case of the Platinum Trust) to enable it to
        perform its obligations under the Finance Documents and to ensure the
        legality, validity, enforceability or admissibility in evidence in its
        jurisdiction of incorporation (in the case of SVG) or jurisdiction of
        establishment (in the case of the Platinum Trust) of any Finance
        Document.

24.2    Compliance with laws

        Each Obligor shall comply in all respects with all laws to which it may
        be subject, if failure so to comply would materially impair its ability
        to perform its obligations under the Finance Documents.

                                       56

24.3    Financial Indebtedness

        Neither of the Obligors nor any of their Subsidiaries shall incur any
        Financial Indebtedness (including, without limitation, guaranteeing any
        participating loan notes or convertible bonds issued from time to time
        by P123) other than:

        (a)     unsecured overdraft facilities with any Joint Lead Arranger or
                any Affiliate of any Joint Lead Arranger which in aggregate do
                not exceed GBP1 million (or its equivalent in other currencies);

        (b)     Financial Indebtedness which is subordinated to the obligations
                of the Obligors under the Finance Documents on terms
                satisfactory to the Agent (acting on the instructions of the
                Majority Lenders (acting reasonably)); and

        (c)     any Financial Indebtedness described in paragraph (g) of the
                definition of "Financial Indebtedness" contained in Clause 1.1
                (Definitions) incurred by SVG in accordance with Clause 24.20
                (Hedging).

24.4    Negative pledge

        (a)     No Obligor shall create or permit to subsist any Security over
                any of its assets.

        (b)     No Obligor shall:

                (i)     sell, transfer or otherwise dispose of any of its assets
                        on terms whereby they are or may be leased to or
                        re-acquired by any other member of the Group;

                (ii)    sell, transfer or otherwise dispose of any of its
                        receivables on recourse terms;

                (iii)   enter into any arrangement under which money or the
                        benefit of a bank or other account may be applied,
                        set-off or made subject to a combination of accounts; or

                (iv)    enter into any other preferential arrangement having a
                        similar effect,

                in circumstances where the arrangement or transaction is entered
                into primarily as a method of raising Financial Indebtedness or
                of financing the acquisition of an asset.

        (c)     Paragraphs (a) and (b) above do not apply to:

                (i)     any netting or set-off arrangement entered into by any
                        member of the Group in the ordinary course of its
                        banking arrangements for the purpose of netting debit
                        and credit balances;

                (ii)    any lien arising by operation of law and in the ordinary
                        course of trading;

                (iii)   any set-off arising by operation of law;

                (iv)    any Security constituted by or pursuant to the
                        Debentures;

                                       57

                (v)     any other Security created or subsisting with the prior
                        written consent of the Majority Lenders; and

                (vi)    any Security created by any fund in which an Obligor
                        participates over its holding or participation in any
                        Investee Company.

24.5    No Subsidiaries

        No Obligor will allow to exist any Subsidiary other than:

        (a)     in the case of SVG, the Platinum Trust, SVG Advisers Limited,
                SVG North America Inc., SVG Advisers Inc., SVG
                Investment Managers Limited and SVG Managers Limited; and

        (b)     any future management companies formed or acquired to provide
                management services to the companies comprising the Schroder
                Ventures and/or Permira Group or Schroders plc or third parties,

        without the prior written approval of the Majority Lenders.

24.6    Disposals

        No Obligor shall enter into a single transaction or a series of
        transactions (whether related or not) and whether voluntary or
        involuntary to sell, lease, transfer or otherwise dispose of any asset
        other than (a) for full consideration on arm's length terms in the
        ordinary course of business and in accordance with the Investment
        Policy, or (b) the Permitted Disposal.

24.7    Merger

        No Obligor shall (and SVG shall ensure that no other member of the Group
        will) enter into any amalgamation, demerger or corporate reconstruction
        other than on a solvent basis.

24.8    Change of business

        SVG shall procure that no substantial change is made to the general
        nature of the business of SVG or the Group from that carried on at the
        date of this Agreement except as contemplated by the Listing
        Particulars.

24.9    Insurance

        Each Obligor shall (and SVG shall ensure that each member of the Group
        will) maintain insurances on and in relation to its business and assets
        with reputable underwriters or insurance companies against those risks
        and to the extent as is usual for companies carrying on the same or
        substantially similar business.

24.10   Taxation

        Each Obligor shall duly and punctually pay and discharge all Taxes
        imposed upon it or its assets within the time period allowed without
        incurring penalties (save to the extent that (i) payment is being
        contested in good faith and (ii) adequate reserves are being maintained
        for those Taxes.

24.11   Dividends

        Following a Default which is continuing, no Obligor shall pay, make or
        declare any dividend or other distribution in respect of any financial
        year save to the extent required to maintain its status as an investment
        trust for Tax purposes under section 842 of the Taxes Act.

                                       58

24.12   Investment Adviser

        SVG shall ensure that there is no change of Investment Adviser without
        the prior written consent of the Majority Lenders.

24.13   Further investments

        No Obligor will enter into any commitment to invest or make any
        investment in any new fund if Consolidated Gross Borrowings exceed
        twenty-five per cent. of Consolidated Adjusted Investment Assets at any
        time provided that the Obligors shall be entitled to make such an
        investment in such circumstances where such Obligor was under a prior
        commitment to make such investment and at the time such commitment was
        entered into it was not reasonably foreseeable that Consolidated Gross
        Borrowings would exceed twenty five per cent. of Consolidated Adjustment
        Investment Assets at the time of investment.

24.14   Diverse Investments

        The Obligors will ensure that their investments in Investee Companies
        will be held directly or indirectly through any fund in at least fifty
        separate companies.

24.15   Investment in Schroder Venture Funds and/or Permira Funds

        The Obligors will ensure that, at any time, at least seventy-five per
        cent. of Consolidated Investment Assets less Cash and Cash Equivalents
        will be represented by investments in Schroder Ventures Funds and/or
        Permira Funds.

24.16   Investment Policy

        The Obligors shall maintain the Investment Policy set forth in the
        Listing Particulars in all material respects.

24.17   Ownership of the Platinum Trust

        SVG will ensure that at all times it owns at least 99 per cent. of the A
        units and 90 per cent. of the B units in the Platinum Trust.

24.18   Investment Trust status

        SVG will ensure that at all times it will be an investment trust for Tax
        purposes under section 842 of the Taxes Act.

24.19   Amendments to Trust Deed

        The Obligors will ensure that no change is made to Clause 2 of the Trust
        Deed dated 29 March 1996 constituting the Platinum Trust and made
        between Barings (Guernsey) Limited and Schroder Venture Managers
        (Guernsey) Limited without the prior written consent of the Majority
        Lenders (such consent not to be unreasonably withheld or delayed).

24.20   Hedging

        At any time when amounts outstanding under this Agreement exceed
        EUR 100,000,000 in aggregate, SVG will (unless the Majority Lenders
        agree otherwise) enter into interest rate hedging arrangements in
        respect of interest due hereunder on terms and in respect of a notional
        principal amount satisfactory to the Agent (acting reasonably).

                                       59

24.21   Capital Structure of P123

        SVG will ensure that:

        (a)     the initial capital structure of P123 (the "P123 Capital
                Structure") shall be substantially in accordance with the
                details contained in version 17 of the draft of the confidential
                information memorandum relating to P123 dated 3 June 2003
                provided to the Lenders on 3 June 2003;

        (b)     no change occurs to the P123 Capital Structure which would have
                a material adverse effect on the ability of the relevant Obligor
                to perform its obligations under the Finance Documents; and

        (c)     the Agent is provided (with sufficient copies for the Lenders)
                with the final offering document in respect of P123 at the same
                time (or as soon as practicable thereafter) as it is despatched
                to potential investors in P123.

24.22   Condition Subsequent

        (a)     SVG will ensure that evidence satisfactory to the Lenders that
                the holders of SVG's existing GBP40,000,000 4.5% Subordinated
                Convertible Bonds due 2011 issued in November 2001 have
                consented to the increase in the Total Commitments contemplated
                by the Amendment Agreement shall be provided to the Lenders no
                later than 30 days from the date of the Amendment Agreement.

        (b)     The Obligors hereby acknowledge and agree that until the
                condition set out in paragraph (a) of this Clause 22.22 has been
                satisfied, the aggregate amount of Utilisations advanced
                hereunder shall not exceed EUR 225,000,000 at any time.

25.     EVENTS OF DEFAULT

        Each of the events or circumstances set out in Clause 25 is an Event of
        Default.

25.1    Non-payment

        An Obligor does not pay on the due date any amount of principal in
        excess of EUR100,000 payable pursuant to a Finance Document at the place
        at and in the currency in which it is expressed to be payable unless
        payment is made within 3 Business Days of its due date or an Obligor
        does not pay any other amount payable pursuant to the Finance Documents
        at the place and in the currency in which it is expressed to be payable
        unless payment is made within ten Business Days of its due date.

25.2    Financial covenants

        Any requirement of Clause 23 (Financial covenants) is not satisfied.

25.3    Other obligations

        (a)     An Obligor does not comply with any provision of the Finance
                Documents (other than those referred to in Clause 25.1
                (Non-payment) and Clause 25.2 (Financial covenants)).

        (b)     No Event of Default under paragraph (a) above will occur if the
                failure to comply is capable of remedy and is remedied within 14
                days of the Agent giving notice to the relevant Obligor or the
                relevant Obligor becoming aware of the failure to comply.

                                       60

25.4    Misrepresentation

        Any representation or statement made or deemed to be made by an Obligor
        in the Finance Documents or any other document delivered by or on behalf
        of any Obligor under or in connection with any Finance Document is or
        proves to have been incorrect or misleading in any material respect when
        made or deemed to be made.

25.5    Cross default

        (a)     Any Financial Indebtedness of an Obligor is not paid when due
                nor within any originally applicable grace period.

        (b)     Any Financial Indebtedness of an Obligor is declared to be or
                otherwise becomes due and payable prior to its specified
                maturity as a result of an event of default (however described).

        (c)     Any commitment for any Financial Indebtedness of an Obligor is
                cancelled or suspended by a creditor of such Obligor as a result
                of an event of default (however described).

        (d)     Any creditor of any Obligor becomes entitled to declare any
                Financial Indebtedness of such Obligor due and payable prior to
                its specified maturity as a result of an event of default
                (however described).

        (e)     No Event of Default will occur under this Clause 25.5 if the
                aggregate amount of Financial Indebtedness or commitment for
                Financial Indebtedness falling within paragraphs (a) to (d)
                above is less than GBP500,000 (or its equivalent in any other
                currency or currencies).

25.6    Insolvency

        (a)     An Obligor is unable or admits inability to pay its debts as
                they fall due, suspends making payments on any of its debts or,
                by reason of actual or anticipated financial difficulties,
                commences negotiations with one or more of its creditors with a
                view to rescheduling any of its indebtedness.

        (b)     The value of the assets of an Obligor is less than its
                liabilities (taking into account contingent and
                prospective liabilities but excluding uncalled commitments).

        (c)     A moratorium is declared in respect of any indebtedness of an
                Obligor.

25.7    Insolvency proceedings

        Any corporate action, legal proceedings or other procedure or step is
        taken in relation to:

        (a)     the suspension of payments, a moratorium of any indebtedness,
                winding-up, dissolution, administration or reorganisation
                (by way of voluntary arrangement, scheme of arrangement or
                otherwise) of an Obligor otherwise than on a solvent basis;

        (b)     a composition, assignment or arrangement with any creditor of an
                Obligor;

                                       61





     (c)  the   appointment   of   a   liquidator,   receiver,    administrator,
          administrative  receiver,  compulsory manager or other similar officer
          in respect of an Obligor or any of its assets; or

     (d)  enforcement of any Security over any material assets of an Obligor,

     or any analogous procedure or step is taken in any jurisdiction and is
     not discharged, stayed or released within 30 days.

25.8     Creditors' process

     Any expropriation,  attachment,  sequestration,  distress or execution
     affects any asset or assets of an Obligor and is not discharged or released
     within 30 days.

25.9     Unlawfulness

     It is or  becomes  unlawful  for  an  Obligor  to  perform  any of its
     material obligations under the Finance Documents or any Security created or
     expressed  to be  created  or  evidenced  by the  Debentures  ceases  to be
     effective or enforceable.

25.10     Repudiation

          An Obligor  repudiates  a Finance  Document  or any  Security  or
          evidences  an  intention  to  repudiate  a  Finance  Document  or  any
          Security.

25.11     Material adverse change

          Any  event or  circumstance  occurs  which the  Majority  Lenders
          reasonably believe might have a Material Adverse Effect.

25.12     Acceleration

          On and at any  time  after  the  occurrence  of an  Event of
          Default  which is  continuing  the  Agent  may,  and  shall if so
          directed by the Majority Lenders, by notice to the Obligors:

(a)  cancel the Total Commitments whereupon they shall immediately be cancelled;

(b)  declare  that  all or  part  of the  Utilisations,  together  with  accrued
     interest,  and all other  amounts  accrued  under the Finance  Documents be
     immediately  due and payable,  whereupon they shall become  immediately due
     and payable; and/or

(c)  declare  that  all or  part  of the  Utilisations  be  payable  on  demand,
     whereupon they shall  immediately  become payable on demand by the Agent on
     the instructions of the Majority Lenders; and/or

(d)  declare  that  full  cash  cover  in  respect  of each  Bank  Guarantee  is
     immediately due and payable  whereupon it shall become  immediately due and
     payable.

                                       62

                                    SECTION 9
                                CHANGES TO PARTIES

26.     CHANGES TO THE LENDERS

26.1    Assignments and transfers by the Lenders

     Subject to this Clause 26, a Lender (the "Existing Lender") may:

     (a)  assign any of its rights; or

     (b)  transfer by novation any of its rights and obligations,

     to   another bank or financial institution (the "New Lender").

26.2     Conditions of assignment or transfer

     (a)  The  consent of SVG is  required  for an  assignment  or transfer by a
          Lender,  unless the  assignment or transfer is to another Lender or an
          Affiliate of a Lender.

     (b)  The  consent  of  SVG  to  an  assignment  or  transfer  must  not  be
          unreasonably withheld or delayed.

     (c)  The consent of SVG to an  assignment  or transfer must not be withheld
          solely because the assignment or transfer may result in an increase to
          the Mandatory Cost.

     (d)  An assignment will only be effective on:

          (i)  receipt by the Agent of written  confirmation  from the
               New  Lender  (in form and  substance  satisfactory  to the  Agent
               (acting  reasonably))  that the New Lender  will  assume the same
               obligations  to the other  Finance  Parties as it would have been
               under if it was an Original Lender; and

           (ii) performance by the Agent of all "know your customer" or
               other checks  relating to any person that it is required to carry
               out  in  relation  to  such  assignment  to  a  New  Lender,  the
               completion  of which  the  Agent  shall  promptly  notify  to the
               Existing Lender and the New Lender.

     (e)  A transfer  will only be effective if the  procedure set out in Clause
          26.5 (Procedure for transfer) is complied with.

     (f)  If:

           (i) a Lender  assigns  or  transfers  any of its  rights  or
               obligations  under the Finance  Documents or changes its Facility
               Office; and

          (ii) as a result of  circumstances  existing at the date the
               assignment,  transfer or change occurs,  an Obligor would be (but
               for this  paragraph  (f))  obliged  to make a payment  to the New
               Lender or Lender  acting  through its new  Facility  Office under
               Clause 15 (Tax gross-up and  indemnities) or Clause 16 (Increased
               costs),  then the New  Lender or Lender  acting  through  its new
               Facility  Office is only entitled to receive  payment under those
               Clauses  to the same  extent  as the  Existing  Lender  or Lender
               acting  through its previous  Facility  Office would have been if
               the assignment, transfer or change had not occurred.

                                       63

26.3     Assignment or transfer fee

         The  New  Lender  shall,  on the  date  upon  which an  assignment  or
         transfer  takes effect,  pay to the Agent (for its own account) a
         fee of EUR1,500.

26.4     Limitation of responsibility of Existing Lenders

          (a)  Unless expressly agreed to the contrary, an Existing Lender makes
               no  representation or warranty and assumes no responsibility to a
               New Lender for:

          (i)  the  legality,  validity,  effectiveness,  adequacy  or
               enforceability of the Finance Documents or any other documents;

          (ii) the financial condition of any Obligor;

         (iii) the  performance  and observance by any Obligor of its
               obligations  under the Finance  Documents or any other documents;
               or

          (iv) the  accuracy  of any  statements  (whether  written or
               oral) made in or in connection  with any Finance  Document or any
               other document,

          and  any representations or warranties implied by law are excluded.

          (b)  Each New Lender  confirms  to the  Existing  Lender and the other
               Finance Parties that it:

          (i)  has  made  (and  shall   continue   to  make)  its  own
               independent   investigation   and  assessment  of  the  financial
               condition and affairs of each Obligor and its related entities in
               connection with its  participation  in this Agreement and has not
               relied  exclusively  on  any  information  provided  to it by the
               Existing Lender in connection with any Finance Document; and

          (ii) will continue to make its own independent  appraisal of
               the  creditworthiness  of each  Obligor and its related  entities
               whilst  any  amount is or may be  outstanding  under the  Finance
               Documents or any Commitment is in force.

          (c)  Nothing in any Finance Document obliges an Existing Lender to:

          (i)  accept a  re-transfer  from a New Lender of any of the rights and
               obligations assigned or transferred under this Clause 26; or

          (ii) support  any losses  directly or  indirectly  incurred by the New
               Lender by reason of the  non-performance  by any  Obligor  of its
               obligations under the Finance Documents or otherwise.

26.5     Procedure for transfer

          (a)  Subject to the conditions  set out in Clause 26.2  (Conditions of
               assignment or transfer) a transfer is effected in accordance with
               paragraph  (c) below when the Agent  executes an  otherwise  duly
               completed  Transfer  Certificate  delivered to it by the Existing
               Lender and the New Lender. The Agent shall, as soon as reasonably
               practicable  after  receipt  by it of a duly  completed  Transfer
               Certificate  appearing  on its face to  comply  with the terms of
               this Agreement and delivered in accordance with the terms of this
               Agreement at least five  Business Days prior to the proposed date
               of transfer, execute that Transfer Certificate.

                                       64

          (b)  The Agent shall only be obliged to execute a Transfer Certificate
               delivered to it by the Existing Lender and the New Lender once it
               is  satisfied  it has  complied  with all  necessary  "know  your
               customer" or other similar checks under all  applicable  laws and
               regulations in relation to the transfer to such New Lender.

          (c)  On the Transfer Date:

          (i)  to the  extent  that in the  Transfer  Certificate  the  Existing
               Lender seeks to transfer by novation  its rights and  obligations
               under the Finance Documents each of the Obligors and the Existing
               Lender  shall be released  from further  obligations  towards one
               another under the Finance  Documents and their respective  rights
               against one another  shall be  cancelled  (being the  "Discharged
               Rights and Obligations");

          (ii) each of the Obligors and the New Lender shall assume  obligations
               towards one another  and/or  acquire  rights  against one another
               which  differ from the  Discharged  Rights and  Obligations  only
               insofar as that  Obligor and the New Lender have  assumed  and/or
               acquired  the  same in  place of that  Obligor  and the  Existing
               Lender;

          (iii)the Agent, the Joint Lead Arrangers,  the Trustee, the New Lender
               and other  Lenders  shall  acquire the same rights and assume the
               same obligations  between  themselves as they would have acquired
               and assumed  had the New Lender been an Original  Lender with the
               rights and/or  obligations  acquired or assumed by it as a result
               of the  transfer  and to that  extent the  Agent,  the Joint Lead
               Arrangers,  the Trustee  and the  Existing  Lender  shall each be
               released  from  further  obligations  to each  other  under  this
               Agreement; and

          (iv) the New Lender shall become a Party as a "Lender".

26.6     Disclosure of information

          Any  Lender  may  disclose  to any of its  Affiliates  and  any  other
          person:

          (a)  to (or through)  whom that Lender  assigns or  transfers  (or may
               potentially  assign or  transfer)  all or any of its  rights  and
               obligations under this Agreement;

          (b)  with  (or  through)   whom  that  Lender   enters  into  (or  may
               potentially enter into) any  sub-participation in relation to, or
               any other  transaction  under  which  payments  are to be made by
               reference to, this Agreement or any Obligor; or

          (c)  to whom,  and to the extent that,  information  is required to be
               disclosed by any applicable law or  regulation,  any  information
               about any  Obligor,  the Group and the Finance  Documents as that
               Lender shall consider  appropriate  if, in relation to paragraphs
               (a) and (b) above,  the person to whom the  information  is to be
               given has entered into a Confidentiality Undertaking.

                                       65

27.     CHANGES TO THE OBLIGORS

          No   Obligor  may  assign  any of its  rights or  transfer  any of its
          rights or obligations under the Finance Documents.

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                                   SECTION 10
                              THE FINANCE PARTIES

28.    ROLE OF THE AGENT, THE JOINT LEAD ARRANGERS AND TRUSTEE

28.1   Appointment of the Agent

       (a)   Each of the Joint Lead Arrangers and the Lenders appoints the
             Agent to act as its agent under and in connection with the Finance
             Documents.

       (b)   Each of the Joint Lead Arrangers and the Lenders authorises the
             Agent to exercise the rights, powers, authorities and discretions
             specifically given to the Agent under or in connection with the
             Finance Documents together with any other incidental rights,
             powers, authorities and discretions.

28.2   Declaration of Trust

       The Trustee declares that it shall hold the Security on trust for the
       Finance Parties on the terms contained in this Agreement. Each of the
       parties to this Agreement agrees that the Trustee shall have only those
       duties, obligations and responsibilities expressly specified in the
       Finance Documents to which it is a party (and no others shall be
       implied). The Finance Parties shall not have any independent power to
       enforce, or have recourse to, any of the Security or to exercise any
       rights or powers pursuant to the Security Documents except through the
       Trustee. The rights, powers and discretions conferred upon the Trustee
       by this Agreement shall be supplemental to the Trustee Act 1925 and in
       addition to any which may be vested in the Trustee by general law or
       otherwise.

28.3   Trustee's Discretions

       The Trustee may:

       (a)   assume, unless it has, in its capacity as Trustee received actual
             notice to the contrary that (a) any representation made or deemed
             to be made by an Obligor in connection with the Finance Documents
             is true, (b) no Default has occurred and no Obligor is in breach
             of or default under its obligations under the Finance Documents
             and (c) any right, power, authority or discretion vested by any
             Finance Document upon a Lender or any other person has not been
             exercised;

       (b)   refrain from acting in accordance with any instructions of the
             Agent (including any instructions to begin any legal action or
             proceedings arising out of or in connection with the Finance
             Documents) until it shall have received such indemnification
             and/or security as it may require (whether by way of payment in
             advance or otherwise) for all costs, claims, losses, expenses
             (including legal fees) and liabilities together with any
             applicable VAT which it will or may expend or incur in complying
             with those instructions.

28.4   Trustee's Obligations

       The Trustee shall promptly inform the Agent of:

       (a)   the contents of any notice or document received by it in its
             capacity as Trustee from any Obligor under any Finance Document;
             and

                                       67

       (b)   the occurrence of any Event of Default or Potential Event of
             Default or any default by an Obligor in the due performance of or
             compliance with its obligations under any Finance Document, of
             which the Trustee has received notice from any other party to this
             Agreement.

28.5     Duties of the Agent and Trustee

       (a)   The Agent shall promptly forward to a Party the original or a
             copy of any document which is delivered to the Agent for that
             Party by any other Party and the Trustee shall promptly forward
             to the Agent any such document.

       (b)   If the Agent receives notice from a Party referring to this
             Agreement, describing a Default and stating that the circumstance
             described is a Default, it shall promptly notify the Lenders.

       (c)   The Agent shall promptly notify the Lenders of any Default
             arising under Clause 25.1 (Non-payment) and the Trustee shall
             promptly notify the Agent of any such Default.

       (d)   The Agent's and Trustee's duties under the Finance Documents
             are solely mechanical and administrative in nature.

28.6   Role of the Joint Lead Arrangers

       Except as specifically provided in the Finance Documents, no Joint Lead
       Arranger has any obligations of any kind to any other Party under or
       in connection with any Finance Document.

28.7   No fiduciary duties

      (a)   Nothing in this Agreement constitutes the Agent or any Joint Lead
            Arranger as a trustee or fiduciary of any other person.

      (b)   Neither the Agent nor any Joint Lead Arranger shall be bound to
            account to any Lender for any sum or the profit element of any
            sum received by it for its own account.

28.8   Business with the Group

       The Agent, the Joint Lead Arrangers and the Trustee may accept deposits
       from, lend money to and generally engage in any kind of banking or other
       business with any member of the Group.

28.9   Rights and discretions of the Agent

       (a)   The Agent may rely on:

             (i)   any representation, notice or document believed by it to be
                   genuine, correct and appropriately authorised; and

            (ii)   any statement made by a director, authorised signatory or
                   employee of any person regarding any matters which may
                   reasonably be assumed to be within his knowledge or within
                   his power to verify.

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       (b)  The Agent may assume (unless they have received notice to the
            contrary in their capacity as agent or trustee for the Lenders)
            that:

            (i)   no Default has occurred (unless it has actual knowledge of a
                  Default arising under Clause 25.1 (Non-payment));

           (ii)   any right, power, authority or discretion vested in any Party
                  or the Majority Lenders has not been exercised; and

          (iii)   any notice or request made by SVG (other than a Utilisation
                  Request) is made on behalf of and with the consent and
                  knowledge of the Platinum Trust.

       (c)   The Agent and the Trustee may engage, pay for and rely on the
             advice or services of any lawyers, accountants, surveyors or other
             experts.

       (d)   The Agent and the Trustee may act in relation to the Finance
             Documents through their personnel and agents.

28.10   Majority Lenders' instructions

        (a)  Unless a contrary indication appears in a Finance Document, the
             Agent shall (a) act in accordance with any instructions given to
             it by the Majority Lenders (or, if so instructed by the Majority
             Lenders, refrain from acting or exercising any right, power,
             authority or discretion vested in it as Agent) and (b) not be
             liable for any act (or omission) if it acts (or refrains from
             taking any action) in accordance with such an instruction of the
             Majority Lenders.

        (b)  Unless a contrary indication appears in a Finance Document, any
             instructions given by the Majority Lenders will be binding on
             all the Lenders and the Joint Lead Arrangers.

        (c)  The Agent may refrain from acting in accordance with the
             instructions of the Majority Lenders (or, if appropriate, the
             Lenders) until it has received such security as it may require
             for any cost, loss or liability (together with any associated
             VAT) which it may incur in complying with the instructions.

        (d)  In the absence of instructions from the Majority Lenders, (or,
             if appropriate, the Lenders) the Agent may act (or refrain from
             taking action) as it considers to be in the best interest of the
             Lenders.

        (e)  The Agent is not authorised to act on behalf of a Lender
             (without first obtaining that Lender's consent) in any legal
             or arbitration proceedings relating to any Finance Document.

28.11   Trustee's Actions

        The Trustee:

        (a)   shall, except as otherwise provided, act in accordance with any
              instructions given to it by the Agent and shall be entitled to
              assume that any instructions received by it from the Agent are
              (a) duly given by or on behalf of a Finance Party in accordance
              with the terms of the Finance Documents and all applicable
              conditions have been satisfied and (b) have not been revoked
              unless it has received actual notice of revocation;

                                       69

        (b)   shall be entitled to request instructions, or clarification of
              any direction, from the Agent as to whether, and in what manner,
              it should exercise or refrain from exercising any rights, powers
              and discretions and the Trustee may refrain from acting unless
              and until those instructions or clarification are received by it;

        (c)   may, in the absence of any instructions to the contrary, take
              such action in the exercise of any of its duties under the
              Finance Documents which in its absolute discretion it considers
              to be for the protection and benefit of all of the Finance
              Parties;

        (d)   may, and shall if so directed by the Agent, at any time after
              receipt by the Trustee of notice from the Agent directing the
              Trustee to exercise all or any of its rights, remedies, powers
              or discretions, take such action as in its sole discretion it
              thinks fit to enforce the Security;

        (e)   shall be entitled to carry out all dealings with the Finance
              Parties through the Agent, to give to the Agent any notice or
              other communication required to be given by the Trustee to the
              Finance Parties and to rely on a certificate from the Agent as
              to the amount owed to any of the Finance Parties or by any
              Obligor;

        (f)   may place (at the cost of the Obligors) any of the Finance
              Documents and any other documents relating to the Security in
              any safe custody selected by the Trustee or with any financial
              institution, any company whose business includes the safe custody
              of documents or any firm of lawyers of good repute and the
              Trustee shall not be responsible for, or required to insure
              against, any loss incurred in connection with that deposit;

        (g)   may accept without enquiry, and shall not be obliged to
              investigate, such right and title as each of the Obligors may
              have to any of the Charged Property and shall not be liable for
              or bound to require any Obligor to remedy any defect in its
              right or title; and

        (h)   may refrain from doing anything which in its opinion will or may
              be contrary to any relevant law, directive or regulation of any
              jurisdiction which would or might otherwise render it liable to
              any person, and the Trustee may do anything which is, in its
              opinion, necessary to comply with any such law, directive or
              regulation.

28.12    Responsibility for documentation

         Neither the Agent nor any Joint Lead Arranger nor the Trustee:

        (a)   is responsible for the adequacy, accuracy and/or completeness of
              any information (whether oral or written) supplied by the Agent,
              any Joint Lead Arranger, an Obligor or any other person given
              in or in connection with any Finance Document; or

                                       70

        (b)   is responsible for the legality, validity, effectiveness,
              adequacy or enforceability of any Finance Document or any other
              agreement, arrangement or document entered into, made or executed
              in anticipation of or in connection with any Finance Document.

28.13   Exclusion of liability

        (a)   Without limiting paragraph (b) below, neither the Agent nor the
              Trustee will be liable for any action taken by it under or in
              connection with any Finance Document, unless directly caused by
              its gross negligence or wilful misconduct.

        (b)   No Party may take any proceedings against any officer, employee
              or agent of the Agent or the Trustee in respect of any claim it
              might have against the Agent or the Trustee or in respect of any
              act or omission of any kind by that officer, employee or agent
              in relation to any Finance Document and any officer, employee or
              agent of the Agent or the Trustee may rely on this Clause. Any
              third party referred to in this paragraph (b) may enjoy the
              benefit of and enforce the terms of this paragraph in accordance
              with the provisions of the Contracts (Rights of Third Parties)
              Act 1999.

       (c)    Neither the Agent nor the Trustee will not be liable for any
              delay (or any related consequences) in crediting an account with
              an amount required under the Finance Documents to be paid by the
              Agent if the Agent has taken all necessary steps as soon as
              reasonably practicable to comply with the regulations or
              operating procedures of any recognised clearing or settlement
              system used by the Agent for that purpose.

28.14   Trustee's Exclusions

        The Trustee shall not be liable for any failure to:

        (a)    require the deposit with it of any deed or document certifying,
               representing or constituting the title of any Obligor to any of
               the Charged Property;

        (b)    obtain any licence, consent or other authority for the execution,
               delivery, legality, validity, enforceability or admissibility in
               evidence of any of the Finance Documents or the Security;

        (c)    register, file or record or otherwise protect any of the
               Security (or the priority of any of the Security) under any
               applicable laws in any jurisdiction or to give notice to any
               person of the execution of any of the Finance Documents or of
               the Security;

        (d)    take, or to require any of the Obligors to take, any steps to
               perfect its title to any of the Charged Property or to render
               the Security effective or to secure the creation of any
               ancillary Encumbrance under the laws of any jurisdiction; or

        (e)    require any further assurances in relation to any of the
               Security Documents.

28.15   Lenders' indemnity to the Agent and the Trustee

        Each Lender shall (in proportion to its share of the Total Commitments
        or, if the Total Commitments are then zero, to its share of the Total
        Commitments immediately prior to their reduction to zero) indemnify the
        Agent and the Trustee, within three Business Days of demand, against
        any cost, loss or liability incurred by the Agent and the Trustee
        (otherwise than by reason of the Agent or the Trustee's gross
        negligence or wilful misconduct) in acting as Agent or Trustee under
        the Finance Documents (unless the Agent or Trustee has been reimbursed
        by an Obligor pursuant to a Finance Document).

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28.16   Resignation of the Agent and the Trustee

       (a)   The Agent and/or the Trustee may resign and appoint one of its
             Affiliates acting through an office in the United Kingdom as
             successor by giving notice to the Lenders and the SVG.

       (b)   Alternatively the Agent and/or the Trustee may resign by giving
             notice to the Lenders and SVG, in which case the Majority Lenders
            (after consultation with SVG) may appoint a successor Agent and/or
            Trustee.

       (c)  If the Majority Lenders have not appointed a successor Agent and/or
            the Trustee in accordance with paragraph (b) above within 30 days
            after notice of resignation was given, the Agent and/or Trustee
            (after consultation with SVG) may appoint a successor Agent and/or
            Trustee (acting through an office in the United Kingdom).

       (d)  The retiring Agent or Trustee shall, at its own cost, make
            available to the successor Agent or Trustee such documents and
            records and provide such assistance as the successor Agent or
            Trustee may reasonably request for the purposes of performing its
            functions as Agent or Trustee under the Finance Documents (as the
            case may be).

       (e)  The Agent's or Trustee's resignation notice shall only take effect
            upon the appointment of a successor.

       (f)  Upon the appointment of a successor, the retiring Agent or Trustee
            shall be discharged from any further obligation in respect of the
            Finance Documents but shall remain entitled to the benefit of this
            Clause 28. Its successor and each of the other Parties shall have
            the same rights and obligations amongst themselves as they would
            have had if such successor had been an original Party.

       (g)  After consultation with SVG, the Majority Lenders may, by notice to
            the Agent or the Trustee, require it to resign in accordance with
            paragraph (b) above. In this event, the Agent or the Trustee shall
            resign in accordance with paragraph (b) above.

28.17  Delegation and Additional Trustees

       The Trustee may, at any time:

       (a)  delegate by power of attorney or otherwise to any person for any
            period, all or any of the rights, powers and discretions vested in
            it by any of the Finance Documents and such delegation may be made
            upon such terms and conditions (including the power to sub-delegate)
            and subject to such restrictions as the Trustee may think fit in
            the interest of the Finance Parties and it shall not be bound to
            supervise, or be in any way responsible for any loss incurred by
            reason of any misconduct or default on the part of any such
            delegate or sub-delegate; and

                                       72

       (b)  appoint (and subsequently remove) any person to act as a separate
            trustee or as a co-trustee jointly with it (a) if it considers such
            appointment to be in the interests of the Finance Parties or (b)
            for the purposes of conforming to any legal requirements,
            restrictions or conditions which the Trustee deems to be relevant
            or (c) for obtaining or enforcing any judgement in any jurisdiction,
            and the Trustee shall give prior notice to the Obligors and the
            Agent of any such appointment. Any person so appointed (subject to
            the terms of this Agreement) shall have such rights, powers and
            discretions (not exceeding those conferred on the Trustee by this
            Agreement) and such duties and obligations as are conferred or
            imposed by the instrument of appointment. The remuneration the
            Trustee may pay to any such person, and any costs and expenses
            incurred by such person in performing its functions pursuant to
            that appointment shall, for the purposes of this Agreement, be
            treated as costs and expenses incurred by the Trustee.

28.18   Business with the Group

        The Agent, any Joint Lead Arranger and the Trustee may accept deposits
        from, lend money to and generally engage in any kind of banking or
        other business with any member of the Group.

28.19   Insurance by Trustee

        The Trustee shall not be under any obligation to insure any of the
        Charged Property, to require any other person to maintain any insurance
        or to verify any obligation to arrange or maintain insurance contained
        in the Finance Documents. The Trustee shall not be responsible for any
        loss which may be suffered by any person as a result of the lack of or
        inadequacy of any such insurance. Where the Trustee is named on any
        insurance policy as an insured party, it shall not be responsible for
        any loss which may be suffered by reason of, directly or indirectly,
        its failure to notify the insurers of any material fact relating to
        the risk assumed by such insurers or any other information of any kind,
        unless any Finance Party shall have requested it to do so in writing
        and the Trustee shall have failed to do so within fourteen days after
        receipt of that request.

28.20   Manner of enforcement

        Each of the Obligors  waives,  to the extent  permitted under applicable
        law,  all rights it may  otherwise  have to require that the Security be
        enforced in any particular  order or manner or at any particular time or
        that any sum received or recovered from any person,  or by virtue of the
        enforcement of the Security or any other  encumbrance,  which is capable
        of  being  applied  in or  towards  discharge  of  any  of  the  Secured
        Obligations is so applied.

28.21     Winding-up of Trust and Perpetuity Period

        If the Trustee, with the approval of the Agent,  determines that (a) all
        of the Secured  Obligations and all other obligations  secured by any of
        the Security  Documents,  have been fully and finally discharged and (b)
        none of the Lenders is under any  commitment,  obligation  or  liability
        (whether actual or contingent) to make a Loan or provide other financial
        accommodation  to any Obligor  pursuant to the  Finance  Documents,  the
        trusts  set out in this  Agreement  shall be wound  up. At that time the
        Trustee shall release, without recourse or warranty, all of the Security
        then held by it and the rights of the Trustee under each of the Security
        Documents, at which time each of the Trustee, the Agent, the Lenders and
        the Obligors shall be released from its  obligations in respect of these
        trusts  and the  Security  (save for  those  which  arose  prior to such
        winding-up).  The perpetuity period under the rule against perpetuities,
        if  applicable  to this  Agreement,  shall be the period of eighty years
        from the date of this Agreement.

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28.22     Confidentiality

          (a)  In  acting as agent for the  Finance  Parties,  the Agent and the
               Trustee shall be regarded as acting through their agency or trust
               divisions (as the case may be) which shall be treated as separate
               entities from any other of its divisions or departments.

          (b)  If information  is received by another  division or department of
               the Agent or the Trustee,  it may be treated as  confidential  to
               that  division or  department  and the Agent or the Trustee shall
               not be deemed to have notice of it.

          (c)  Notwithstanding  any other  provision of any Finance  Document to
               the  contrary,  neither the Agent nor any Joint Lead Arranger nor
               the Trustee  are obliged to disclose to any other  person (i) any
               confidential  information  or (ii) any other  information  if the
               disclosure would or might in its reasonable  opinion constitute a
               breach of any law or a breach of a fiduciary duty.

28.23     Relationship with the Lenders

          (a)  The Agent and the  Trustee  may  treat  each  Lender as a Lender,
               entitled to payments  under this Agreement and acting through its
               Facility  Office  unless  it has  received  not  less  than  five
               Business  Days prior  notice from that Lender to the  contrary in
               accordance with the terms of this Agreement.

          (b)  Each  Lender  shall  supply  the Agent and the  Trustee  with any
               information  required  by the  Agent or the  Trustee  in order to
               calculate  the  Mandatory  Cost in  accordance  with  Schedule  4
               (Mandatory Cost formulae).

28.24     Credit appraisal by the Lenders

        Without  affecting  the  responsibility  of any Obligor for  information
        supplied by it or on its behalf in connection with any Finance Document,
        each  Lender  confirms  to the Agent and the Trustee and each Joint Lead
        Arranger that it has been,  and will continue to be, solely  responsible
        for making its own independent  appraisal and investigation of all risks
        arising under or in connection with any Finance  Document  including but
        not limited to:

          (a)  the financial condition,  status and nature of each member of the
               Group;

          (b)  the legality, validity, effectiveness, adequacy or enforceability
               of any Finance Document and any other  agreement,  arrangement or
               document entered into, made or executed in anticipation of, under
               or in connection with any Finance Document;

          (c)  whether  that Lender has  recourse,  and the nature and extent of
               that recourse,  against any Party or any of its respective assets
               under  or  in   connection   with  any  Finance   Document,   the
               transactions  contemplated by the Finance  Documents or any other
               agreement, arrangement or document entered into, made or executed
               in  anticipation  of,  under or in  connection  with any  Finance
               Document; and

                                       74

          (d)  the adequacy,  accuracy  and/or  completeness  of any information
               provided  by the Agent,  the  Trustee,  any Party or by any other
               person  under or in  connection  with any Finance  Document,  the
               transactions  contemplated by the Finance  Documents or any other
               agreement, arrangement or document entered into, made or executed
               in  anticipation  of,  under or in  connection  with any  Finance
               Document.

28.25     Reference Banks

        If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender
        of which it is an Affiliate) ceases to be a Lender,  the Agent shall (in
        consultation  with SVG)  appoint  another  Lender or an  Affiliate  of a
        Lender to replace that Reference Bank.

29.     CONDUCT OF BUSINESS BY THE FINANCE PARTIES

        No provision of this Agreement will:

          (a)  interfere  with the right of any  Finance  Party to  arrange  its
               affairs (Tax or otherwise) in whatever manner it thinks fit;

          (b)  oblige any  Finance  Party to  investigate  or claim any  credit,
               relief,  remission  or  repayment  available to it or the extent,
               order and manner of any claim; or

          (c)  oblige any Finance Party to disclose any information  relating to
               its affairs (Tax or otherwise) or any  computations in respect of
               Tax.

30.     SHARING AMONG THE LENDERS

30.1    Payments to Lenders

        If a Lender (a "Recovering Lender") receives or recovers any amount from
        an Obligor other than in accordance  with Clause 31 (Payment  mechanics)
        and applies  that  amount to a payment  due under the Finance  Documents
        then:

          (a)  the Recovering  Lender shall,  within three Business Days, notify
               details of the receipt or recovery, to the Agent;

          (b)  the Agent shall  determine  whether the receipt or recovery is in
               excess of the amount the  Recovering  Lender would have been paid
               had the  receipt or recovery  been  received or made by the Agent
               and distributed in accordance with Clause 31 (Payment mechanics),
               without  taking  account of any Tax which would be imposed on the
               Agent in relation to the receipt, recovery or distribution; and

          (c)  the Recovering Lender shall, within three Business Days of demand
               by the Agent, pay to the Agent an amount (the "Sharing  Payment")
               equal to such receipt or recovery less any amount which the Agent
               determines may be retained by the Recovering  Lender as its share
               of any  payment  to be  made,  in  accordance  with  Clause  31.5
               (Partial payments).
                                       75

30.2     Redistribution of payments

        The Agent shall treat the Sharing  Payment as if it had been paid by the
        relevant  Obligor and  distribute it between the Finance  Parties (other
        than the  Recovering  Lender) in  accordance  with Clause 31.5  (Partial
        payments).

30.3     Recovering Lender's rights

          (a)  On a distribution by the Agent under Clause 30.2  (Redistribution
               of  payments),  the  Recovering  Lender will be subrogated to the
               rights  of  the  Finance   Parties   which  have  shared  in  the
               redistribution.

          (b)  If and to the extent  that the  Recovering  Lender is not able to
               rely on its  rights  under  paragraph  (a)  above,  the  relevant
               Obligor shall be liable to the Recovering Lender for a debt equal
               to the Sharing Payment which is immediately due and payable.

30.4     Reversal of redistribution

        If any part of the Sharing Payment received or recovered by a Recovering
        Lender becomes repayable and is repaid by that Recovering Lender, then:

          (a)  each Lender which has  received a share of the  relevant  Sharing
               Payment  pursuant to Clause  30.2  (Redistribution  of  payments)
               shall, upon request of the Agent, pay to the Agent for account of
               that  Recovering  Lender  an  amount  equal  to its  share of the
               Sharing  Payment  (together  with an  amount as is  necessary  to
               reimburse  that  Recovering  Lender  for  its  proportion  of any
               interest on the Sharing Payment which that  Recovering  Lender is
               required to pay); and

          (b)  that Recovering  Lender's rights of subrogation in respect of any
               reimbursement shall be cancelled and the relevant Obligor will be
               liable to the reimbursing Lender for the amount so reimbursed.

30.5     Exceptions

          (a)  This Clause 30 shall not apply to the extent that the  Recovering
               Lender  would not,  after  making any  payment  pursuant  to this
               Clause,  have a valid and enforceable  claim against the relevant
               Obligor.

          (b)  A Recovering Lender is not obliged to share with any other Lender
               any amount which the Recovering  Lender has received or recovered
               as a result of taking legal or arbitration proceedings, if:

               (i)  it notified  the other  Lenders of the legal or  arbitration
                    proceedings; and

               (ii) the other Lender had an  opportunity to participate in those
                    legal or arbitration  proceedings  but did not do so as soon
                    as reasonably  practicable having received notice or did not
                    take separate legal or arbitration proceedings.

                                       76

                                   SECTION 11
                                 ADMINISTRATION

31.     PAYMENT MECHANICS

31.1    Payments to the Agent

     (a)  On each date on which an  Obligor  or a Lender is  required  to make a
          payment  under a Finance  Document,  that Obligor or Lender shall make
          the same available to the Agent (unless a contrary  indication appears
          in a  Finance  Document)  for value on the due date at the time and in
          such funds  specified by the Agent as being  customary at the time for
          settlement of  transactions  in the relevant  currency in the place of
          payment.

     (b)  Payment  shall  be made to such  account  in the  principal  financial
          centre of the country of that  currency (or, in relation to euro, in a
          principal financial centre in a Participating  Member State or London)
          with such bank as the Agent specifies.

31.2     Distributions by the Agent

        Each  payment  received  by the Agent under the  Finance  Documents  for
        another  Party  shall,  subject  to  Clause  31.3  (Distributions  to an
        Obligor) and Clause 31.4  (Clawback)  be made  available by the Agent as
        soon as  practicable  after  receipt  to the Party  entitled  to receive
        payment in accordance with this Agreement (in the case of a Lender,  for
        the account of its Facility  Office),  to such account as that Party may
        notify to the Agent by not less than five  Business  Days' notice with a
        bank in the principal  financial  centre of the country of that currency
        (or,  in  relation  to euro,  in the  principal  financial  centre  of a
        Participating Member State or London).

31.3     Distributions to an Obligor

        The Agent may (with the  consent of the  Obligor or in  accordance  with
        Clause 32 (Set-off)) apply any amount received by it for that Obligor in
        or  towards  payment  (on the  date  and in the  currency  and  funds of
        receipt) of any amount due from that Obligor under the Finance Documents
        or in or  towards  purchase  of  any  amount  of any  currency  to be so
        applied.

31.4     Clawback

     (a)  Where a sum is to be paid to the Agent under the Finance Documents for
          another Party,  the Agent is not obliged to pay that sum to that other
          Party (or to enter  into or perform  any  related  exchange  contract)
          until it has been able to  establish to its  satisfaction  that it has
          actually received that sum.

     (b)  If the Agent pays an amount to  another  Party and it proves to be the
          case that the Agent had not actually  received  that amount,  then the
          Party to whom that amount (or the  proceeds  of any  related  exchange
          contract) was paid by the Agent shall on demand refund the same to the
          Agent  together  with interest on that amount from the date of payment
          to the  date of  receipt  by the  Agent,  calculated  by the  Agent to
          reflect its cost of funds.

31.5     Partial payments

     (a)  If the Agent receives a payment that is  insufficient to discharge all
          the  amounts  then due and  payable  by an Obligor  under the  Finance
          Documents,  the Agent shall apply that payment towards the obligations
          of that Obligor under the Finance Documents in the following order:

                                       77

          (i)  first, in or towards  payment pro rata of any unpaid fees,  costs
               and  expenses  of the  Agent,  the  Trustee  and the  Joint  Lead
               Arrangers under the Finance Documents;

          (ii) secondly,  in or towards payment pro rata of any accrued interest
               or  commission  or  guarantee  fee  due  but  unpaid  under  this
               Agreement;

          (iii)thirdly,  in or towards payment pro rata of any principal due but
               unpaid under this  Agreement  and any amount due but unpaid under
               Clauses 8.4 (Claims under Bank Guarantee) and 8.5  (Indemnities);
               and

          (iv) fourthly, in or towards payment pro rata of any other sum due but
               unpaid under the Finance Documents.

     (b)  The Agent  shall,  if so directed by the  Majority  Lenders,  vary the
          order set out in paragraphs (a)(ii) to (a)(iv) above.

     (c)  Paragraphs (a) and (b) above will override any  appropriation  made by
          an Obligor.

31.6     No set-off by Obligors

        All payments to be made by an Obligor under the Finance  Documents shall
        be  calculated  and be made without (and free and clear of any deduction
        for) set-off or counterclaim.

31.7     Business Days

     (a)  Any  payment  which is due to be made on a day that is not a  Business
          Day shall be made on the next Business Day in the same calendar  month
          (if there is one) or the preceding Business Day (if there is not).

     (b)  During any  extension of the due date for payment of any  principal or
          an  Unpaid  Sum  under  this  Agreement  interest  is  payable  on the
          principal at the rate payable on the original due date.

31.8     Currency of account

     (a)  Subject to  paragraphs  (b) to (e)  below,  the Base  Currency  is the
          currency of account and payment for any sum due from an Obligor  under
          any Finance Document.

     (b)  A repayment of a Utilisation  or Unpaid Sum or a part of a Utilisation
          or Unpaid Sum shall be made in the currency in which that  Utilisation
          or Unpaid Sum is denominated on its due date.

     (c)  Each  payment of interest  shall be made in the  currency in which the
          sum in respect of which the interest is payable was  denominated  when
          that interest accrued.

     (d)  Each  payment in respect of costs,  expenses or Taxes shall be made in
          the currency in which the costs, expenses or Taxes are incurred.

                                       78

     (e)  Any amount  expressed to be payable in a currency  other than the Base
          Currency shall be paid in that other currency.

     (f)  For the  purpose of or pending  the  discharge  of any of the  Secured
          Obligations  the Trustee may convert any moneys  received or recovered
          by it from one  currency  to  another,  at the spot  rate at which the
          Trustee  is able  to  purchase  the  currency  in  which  the  Secured
          Obligations are due with the amount  received.  The obligations of any
          Obligor  to pay in the due  currency  shall only be  satisfied  to the
          extent of the amount of the due currency purchased after deducting the
          costs of conversion.

31.9     Change of currency

     (a)  Unless  otherwise  prohibited  by law,  if more than one  currency  or
          currency  unit are at the same time  recognised by the central bank of
          any country as the lawful currency of that country, then:

          (i)  any reference in the Finance  Documents  to, and any  obligations
               arising  under the  Finance  Documents  in, the  currency of that
               country  shall be  translated  into,  or paid in, the currency or
               currency  unit of that  country  designated  by the Agent  (after
               consultation with SVG); and

          (ii) any  translation  from one  currency or currency  unit to another
               shall  be at the  official  rate of  exchange  recognised  by the
               central bank for the conversion of that currency or currency unit
               into  the  other,  rounded  up  or  down  by  the  Agent  (acting
               reasonably).

     (b)  If a change in any currency of a country occurs,  this Agreement will,
          to the extent the Agent (acting reasonably and after consultation with
          SVG)  specifies  to be  necessary,  be  amended  to  comply  with  any
          generally  accepted  conventions  and market  practice in the Relevant
          Interbank Market and otherwise to reflect the change in currency.

31.10     Application of Proceeds by Trustee

     (a)  All moneys from time to time  received or  recovered by the Trustee in
          connection  with the  realisation or enforcement of all or any part of
          the  Security  shall be held by the  Trustee on trust to apply them at
          such  times as the  Trustee  sees  fit,  to the  extent  permitted  by
          applicable  law (subject to the  provisions  of this  Clause),  in the
          following order of priority:

          (i)  in discharging  any sums owing to the Trustee (in its capacity as
               trustee), any Receiver or any Delegate;

         (ii) in  payment  to the  Agent,  on behalf of the  Lenders,  for
              application  towards  the  discharge  of all  sums  due  and
              payable by the Obligors  under any of the Finance  Documents
              in the order set out in Clause 31.5 above;

        (iii)if none of the Obligors is under any further  actual or  contingent
        liability under any Finance  Document,  in payment to any person to whom
        the Trustee is obliged to pay in priority to any Obligor; and

                                       79

    (b) the balance, if any, in payment to the relevant Obligor.

31.11     Investment of Proceeds by Trustee

        Prior to the  application  of the proceeds of the Security in accordance
        with Clause 31.10  (Application of Proceeds by Trustee) the Trustee may,
        at its  discretion,  hold all or part of those  proceeds  in an interest
        bearing suspense or impersonal  account(s) in the name of the Trustee or
        Agent with such financial institution  (including itself) for so long as
        the Trustee shall think fit (the interest being credited to the relevant
        account)  pending the  application  from time to time of those monies at
        the  Trustee's  discretion  in  accordance  with the  provisions of this
        Clause.

31.12     Permitted Deductions by Trustee

        The Trustee shall be entitled (a) to set aside by way of reserve amounts
        required  to  meet  and  (b)  to  make  and  pay,  any   deductions  and
        withholdings  (on account of Taxes or  otherwise)  which it is or may be
        required by any applicable law to make from any  distribution or payment
        made by it under  this  Agreement,  and to pay all  Taxes  which  may be
        assessed against it in respect of any of the Charged  Property,  or as a
        consequence  of performing  its duties,  or by virtue of its capacity as
        Trustee under any of the Finance  Documents or otherwise  (other than in
        connection  with its  remuneration  for performing its duties under this
        Agreement).

31.13     Discharge of Secured Obligations

        Each of the Obligors agrees that the Secured  Obligations  shall only be
        discharged to the extent of the receipts by or recoveries of the Trustee
        pursuant to the  enforcement of the Security.  Any payment to be made in
        respect of the  Secured  Obligations  by the  Trustee may be made to the
        Agent and any payment so made shall be a good discharge to the extent of
        such payment, to the Trustee.

31.14     Sums received by Obligors

        If any of the Obligors  receives  any sum which,  pursuant to any of the
        Finance Documents,  should have been paid to the Trustee, that sum shall
        be held by that  Obligor on trust for the Lenders and shall  promptly be
        paid to the Trustee for application in accordance with this Clause.

32.     SET-OFF

        A Finance Party may,  whilst an Event of Default is continuing,  set off
        any matured  obligation due from an Obligor under the Finance  Documents
        (to the extent  beneficially  owned by that Finance  Party)  against any
        matured   obligation  owed  by  that  Finance  Party  to  that  Obligor,
        regardless of the place of payment, booking branch or currency of either
        obligation. If the obligations are in different currencies,  the Finance
        Party may convert either  obligation at a market rate of exchange in its
        usual course of business for the purpose of the set-off.

33.     NOTICES

33.1     Communications in writing

        Any  communication  to be made under or in  connection  with the Finance
        Documents shall be made in writing and, unless otherwise stated,  may be
        made by fax or letter.

                                       80

33.2     Addresses

        The address and fax number (and the  department or officer,  if any, for
        whose attention the  communication  is to be made) of each Party for any
        communication or document to be made or delivered under or in connection
        with the Finance Documents is:

     (a)  in the case of each Obligor, that identified with its name below;

     (b)  in the case of each Lender that notified in writing to the Agent on or
          prior to the date on which it becomes a Party;

     (c)  in the case of the Agent, that identified with its name below; and

     (d)  in the case of the Trustee, that identified with its name below,

        or any substitute  address or fax number or department or officer as the
        Party may  notify  to the  Agent  (or the Agent may  notify to the other
        Parties,  if a  change  is made by the  Agent)  by not  less  than  five
        Business Days' notice.

33.3     Delivery

     (a)  Any  communication  or  document  made or  delivered  by one person to
          another under or in connection with the Finance Documents will only be
          effective:

        (i) if by way of fax, when received in legible form; or

        (ii) if by way of letter,  when it has been left at the relevant address
        or two Business Days after being  deposited in the post postage  prepaid
        in an envelope addressed to it at that address;

        and, if a particular  department  or officer is specified as part of its
        address details provided under Clause 33.2 (Addresses),  if addressed to
        that department or officer.

     (b)  Any  communication or document to be made or delivered to the Agent or
          the Trustee will be effective only when actually received by the Agent
          or the  Trustee  and  then  only  if it is  expressly  marked  for the
          attention of the department or officer  identified with the Agent's or
          Trustee's signature below (or any substitute  department or officer as
          the Agent or Trustee shall specify for this purpose).

     (c)  All notices from or to an Obligor shall be sent through the Agent.

     (d)  Any  communication  or document made or delivered to SVG in accordance
          with this Clause will be deemed to have been made or delivered to each
          of the Obligors.

33.4     Notification of address, fax number and telex number

        Promptly  upon  receipt of  notification  of an address or fax number or
        change of address or fax number  pursuant to Clause 33.2  (Addresses) or
        changing its own address or fax number, the Agent shall notify the other
        Parties.

                                       81

33.5     English language

     (a)  Any notice given under or in connection with any Finance Document must
          be in English.

     (b)  All other  documents  provided under or in connection with any Finance
          Document must be:

         (i)  in English; or

        (ii) if not in English, and if so required by the Agent,  accompanied by
        a  certified  English   translation  and,  in  this  case,  the  English
        translation  will  prevail  unless  the  document  is a  constitutional,
        statutory or other official document.

34.     CALCULATIONS AND CERTIFICATES

34.1     Accounts

        In  any  litigation  or  arbitration  proceedings  arising  out of or in
        connection  with a Finance  Document,  the entries  made in the accounts
        maintained by a Finance Party are prima facie evidence of the matters to
        which they relate.

34.2     Certificates and Determinations

        Any  certification  or  determination  by a  Finance  Party of a rate or
        amount under any Finance  Document  is, in the absence of proven  error,
        conclusive evidence of the matters to which it relates.

34.3     Day count convention

        Any interest,  commission or fee accruing under a Finance  Document will
        accrue  from day to day and is  calculated  on the  basis of the  actual
        number of days  elapsed and a year of 360 days or, in any case where the
        practice in the Relevant  Interbank  Market differs,  in accordance with
        that market practice.

35.     PARTIAL INVALIDITY

        If, at any time,  any  provision of the Finance  Documents is or becomes
        illegal,  invalid or  unenforceable  in any respect under any law of any
        jurisdiction,  neither the legality,  validity or  enforceability of the
        remaining  provisions nor the legality,  validity or  enforceability  of
        such provision under the law of any other  jurisdiction  will in any way
        be affected or impaired.

36.     REMEDIES AND WAIVERS

        No failure to exercise, nor any delay in exercising,  on the part of any
        Finance  Party,  any right or remedy under the Finance  Documents  shall
        operate as a waiver,  nor shall any single or  partial  exercise  of any
        right or remedy prevent any further or other exercise or the exercise of
        any other  right or remedy.  The rights and  remedies  provided  in this
        Agreement  are  cumulative  and not  exclusive of any rights or remedies
        provided by law.

                                       82

37.     AMENDMENTS AND WAIVERS

37.1     Required consents

     (a)  Subject to Clause 37.2  (Exceptions) any term of the Finance Documents
          may be amended or waived only with the consent of the Majority Lenders
          (such  consent not to be  unreasonably  withheld  or delayed)  and the
          Obligors  and any such  amendment  or waiver  will be  binding  on all
          Parties.

     (b)  The Agent may effect, on behalf of any Finance Party, any amendment or
          waiver permitted by this Clause.

37.2     Exceptions

     (a)  An  amendment  or  waiver  that has the  effect of  changing  or which
          relates to:

          (i)  the definition of "Majority Lenders" in Clause 1.1 (Definitions);

          (ii) an  extension  to the date of  payment  of any  amount  under the
               Finance Documents;

          (iii)a  reduction  in the  Margin  or the  amount  of any  payment  of
               principal, interest, fees or commission payable;

          (iv) an increase in Commitment;

          (v)  a change to a Borrower or a Guarantor;

          (vi) any  provision  which  expressly  requires the consent of all the
               Lenders;

          (vii)Clause 2.2 (Lenders' rights and obligations),  Clause 26 (Changes
               to the Lenders) or this Clause 37; or

          (viii) any release of the security constituted by the Debentures,

         shall not be made without the prior consent of all the Lenders.

    (b)  An amendment or waiver which relates to the rights or obligations
         of the Agent,  any Joint Lead  Arranger or the Trustee may not be
         effected  without  the  consent  of the  Agent,  the  Joint  Lead
         Arrangers or the Trustee.

37.3     Amendments by Trustee

        Unless  the  provisions  of  any  Finance  Document   expressly  provide
        otherwise,  the Trustee may, if authorised by a Lender,  amend the terms
        of, waive any of the  requirements  of, or grant consents under,  any of
        the Security  Documents,  any such  amendment,  waiver or consent  being
        binding on all the parties to this Agreement provided that

          (a)  the prior  consent of all of the Lenders is required to authorise
               any  amendment  of any Security  Document  which would affect the
               nature  or the scope of the  Charged  Property  or the  manner in
               which proceeds of enforcement are distributed; and

          (b)  no  waiver  or  amendment   may  impose  any  new  or  additional
               obligations on any person without the consent of that person.

                                       83

37.4     Releases by Trustee

        Upon a disposal  of any of the  Charged  Property  (a)  pursuant  to the
        enforcement  of the Security by a Receiver or the Trustee or (b) if such
        disposal is permitted under the Finance Documents, the Trustee shall (at
        the cost of the Obligor)  release that property from the Security and is
        authorised to execute,  without the need for any further  authority from
        the Lenders,  any release of the Security or other claim over that asset
        and to issue any certificates of non-crystallisation of floating charges
        that may be required or desirable.

38.     COUNTERPARTS

        Each Finance Document may be executed in any number of counterparts, and
        this has the same effect as if the signatures on the  counterparts  were
        on a single copy of the Finance Document.

39.     TRUSTEE

        The Finance  Parties agree that Barings  (Guernsey)  Limited is entering
        into this Agreement in its capacity as trustee of the Platinum Trust and
        not in its personal  capacity and with the intent (so far as it lawfully
        can or may) of binding any other  person for the time being  filling the
        office of trustee of the Platinum Trust in its capacity as such trustee,
        but not further or otherwise  or, with respect to any person  (including
        Barings  (Guernsey)  Limited)  who has been a  trustee  of the  Platinum
        Trust,  at any  time  after  any such  person  has  ceased  to be such a
        trustee.  The Finance  Parties  further  agree that the liability of the
        Platinum  Trust  hereunder  is limited to the extent of the Trust Assets
        from time to time,  and that  nothing  in this  Agreement  shall  oblige
        Barings  (Guernsey)  Limited (or any other  person to become  trustee of
        Platinum Trust in its place) to make any payment out of any assets which
        may from time to time be held or owned by it (or any such  other  person
        as  aforesaid)  which  are not  part of the  Trust  Assets.  SECTION  12
        GOVERNING LAW AND ENFORCEMENT

                                       84

40.     GOVERNING LAW

        This Agreement is governed by English law.

41.     ENFORCEMENT

41.1     Jurisdiction of English courts

          (a)  The courts of England have exclusive  jurisdiction  to settle any
               dispute  arising  out of or in  connection  with  this  Agreement
               (including  a  dispute  regarding  the  existence,   validity  or
               termination of this Agreement) (a "Dispute").

          (b)  The  Parties  agree  that  the  courts  of  England  are the most
               appropriate   and  convenient   courts  to  settle  Disputes  and
               accordingly no Party will argue to the contrary.

          (c)  This Clause 41.1 is for the benefit of the Finance  Parties only.
               As a result,  no Finance  Party  shall be  prevented  from taking
               proceedings  relating  to a  Dispute  in any  other  courts  with
               jurisdiction.  To the extent allowed by law, the Finance  Parties
               may take concurrent proceedings in any number of jurisdictions.

41.2     Service of process

        Without  prejudice  to any  other  mode of  service  allowed  under  any
        relevant law, the Platinum Trust:

          (a)  irrevocably  appoints  SVG as its agent for service of process in
               relation  to  any  proceedings   before  the  English  courts  in
               connection with any Finance  Document and SVG hereby  irrevocably
               accepts such appointment; and

          (b)  agrees  that  failure by a process  agent to notify the  Platinum
               Trust  of  the  process  will  not  invalidate  the   proceedings
               concerned.

        This Agreement has been entered into on the date stated at the beginning
        of this Agreement.
                                       85


                                    SCHEDULE 1
                             THE ORIGINAL LENDERS
<TABLE>
<CAPTION>
<S>                                                             <C>


Name of Original Lender                             Commitment

The Governor and Company of the Bank of Scotland    EUR142,500,000

The Royal Bank of Scotland plc                      EUR142,500,000

</TABLE>
                                       86


                                    SCHEDULE 2
                              CONDITIONS PRECEDENT

1.        Original Obligors


          (a)  A copy of the constitutional documents of each Obligor.

          (b)  A copy  of a  resolution  of the  board  of  directors  (and,  if
               relevant, a committee of its board of directors) of SVG:

               (i)  approving  the  terms  of,  and  the  transactions
                    contemplated  by,  the  Finance  Documents  to which it is a
                    party and resolving that it execute the Finance Documents to
                    which it is a party;

              (ii)  authorising  a  specified  person or  persons  to
                    execute the Finance  Documents to which it is a party on its
                    behalf; and

              (iii) authorising a specified person or persons, on its
                    behalf,  to sign and/or  despatch all  documents and notices
                    (including,  if  relevant,  any  Utilisation  Request) to be
                    signed and/or  despatched by it under or in connection  with
                    the Finance Documents to which it is a party.

          (c)  A copy of a  resolution  of the board of  directors  of  Schroder
               Venture Managers (Guernsey) Limited:

               (i)  approving  the  terms  of,  and  the  transactions
                    contemplated by, the Finance Documents to which the Platinum
                    Trust is a party and resolving  that it execute such Finance
                    Documents;

              (ii)  authorising  a  specified  person or  persons  to
                    execute the Finance Documents to which the Platinum Trust is
                    a party; and

             (iii)  authorising  a  specified  person or  persons on
                    behalf of the  Platinum  Trust to sign and/or  dispatch  all
                    documents   and  notices   (including,   if  relevant,   any
                    Utilisation  Request) to be signed and/or  dispatched by the
                    Platinum  Trust  under or in  connection  with  the  Finance
                    Documents to which it is a party.

          (d)  A specimen  of the  signature  of each person  authorised  by the
               resolution referred to in paragraph (b) or paragraph (c) above.

          (e)  A  certificate  of each  Obligor  (signed,  as  applicable,  by a
               director of SVG or Barings  (Guernsey)  Limited)  confirming that
               borrowing or guaranteeing,  as appropriate, the Total Commitments
               would not cause any  borrowing,  guaranteeing  or  similar  limit
               binding on any Obligor to be exceeded.

          (f)  A certificate of an authorised  signatory of the relevant Obligor
               certifying  that each copy  document  relating to it specified in
               this Schedule 2 is correct, complete and in full force and effect
               as at a date no earlier than the date of this Agreement.

                                       87

2.        Legal opinions

          (a)  A legal  opinion of Clifford  Chance LLP,  legal  advisers to the
               Arranger  and the  Agent in  England,  substantially  in the form
               distributed  to  the  Original   Lender  prior  to  signing  this
               Agreement.

          (b)  A legal  opinion of Carey  Langlois  in  relation  to the laws of
               Guernsey,  substantially  in the form distributed to the Original
               Lender prior to signing this Agreement.

3.        Other documents and evidence

          (a)  Duly executed copies of the Debentures.

          (b)  A copy of any other  Authorisation or other document,  opinion or
               assurance  which the Agent considers to be necessary or desirable
               (if it has notified the SVG  accordingly)  in connection with the
               entry into and  performance of the  transactions  contemplated by
               any Finance  Document or for the validity and  enforceability  of
               any Finance Document.

          (c)  The Original Financial Statements of each Original Obligor.

          (d)  Evidence  that the  fees,  costs and  expenses  then due from the
               Obligors  pursuant  to Clause 14 (Fees)  and Clause 19 (Costs and
               expenses) have been paid or will be paid by the first Utilisation
               Date.

          (e)  Evidence   satisfactory   to  the   Agent   that   the   existing
               EUR140,000,000  facility  provided  by The Royal Bank of Scotland
               plc pursuant to a facility  agreement dated 24 April 1998 will be
               repaid (if drawn) and cancelled in full by no later than the date
               of  the  first   Utilisation   under  this   Agreement  and  that
               simultaneously  therewith  all  security  granted  in  connection
               therewith will be released.

                                       88




                                     SCHEDULE 3
                                      REQUESTS

                                      Part IA
                                Utilisation Request
                                      Loans
From:     (Borrower)

To:     The Royal Bank of Scotland plc

Dated:

Dear Sirs

                         SVG Capital plc and the Platinum Trust
                           EUR285,000,000 Facility Agreement
             dated 16 March 2001 as amended and restated on 16 June 2003
                 and further amended and restated on 24 September 2004
                             (the "Facility Agreement")
<TABLE>
<CAPTION>
<S>          <C>                           <C>                                                        <C>



1.           We wish to borrow a Loan on the following terms:


             Proposed Utilisation Date:    ( ) (or, if that is not a Business Day, the next Business Day)

             Currency of Loan:             ( )

             Amount:                       ( ) or, if less, the Available Facility

             Interest Period:              ( )

</TABLE>

2.           We confirm that each  condition  specified in Clause 4.2 (Further
             conditions   precedent)   is   satisfied  on  the  date  of  this
             Utilisation Request.

3.           The proceeds of this Loan should be credited to (account).

4.           This Utilisation Request is irrevocable.

                                   Yours faithfully

                            ...................................
                              authorised signatory for
                            (name of relevant Borrower)

                                       89


                                    Part IB
                              Utilisation Request
                                Bank Guarantee

From:     SVG Capital plc

To:       (Agent)

Dated:

Dear Sirs

                      SVG Capital plc and the Platinum Trust
                        EUR285,000,000 Facility Agreement
            dated 16 March 2001 as amended and restated on 16 June 2003 and
                 further amended and restated on 24 September 2004
                             (the "Facility Agreement")

1. We wish to arrange for a Bank Guarantee to be issued by the Issuing Bank
   on the following terms:

<TABLE>
<CAPTION>
<S>                                 <C>      <C>                                                      <C>


             Proposed Utilisation Date:    ( ) (or, if that is not a Business Day, the next Business Day)

             Amount:                       ( ) or, if less, the Available Facility

             Beneficiary:                  ( )

             Term or Expiry Date:          ( )

</TABLE>

2.            We confirm that each condition  specified in Clause 7.6(b) (Issue
              of  the  Bank  Guarantee)  is  satisfied  on  the  date  of  this
              Utilisation  Request.

3.            We  attach  a copy  of the  proposed  Bank
              Guarantee.

4.            This Utilisation Request is irrevocable.

Delivery Instructions:

(specify delivery instructions)

                              Yours faithfully

                      .......................................

                         authorised signatory for
                            SVG Capital plc

                                       90


                                  SCHEDULE 4
                           MANDATORY COST FORMULA

          1.   The  Mandatory  Cost  is an  addition  to the  interest  rate  to
               compensate  Lenders  for the  cost  of  compliance  with  (a) the
               requirements of the Bank of England and/or the Financial Services
               Authority (or, in either case, any other authority which replaces
               all or  any of its  functions)  or (b)  the  requirements  of the
               European Central Bank.

          2.   On the first day of each Interest  Period (or as soon as possible
               thereafter) the Agent shall  calculate,  as a percentage  rate, a
               rate (the "Additional Cost Rate") for each Lender,  in accordance
               with the  paragraphs  set out below.  The Mandatory  Cost will be
               calculated  by the Agent as a weighted  average  of the  Lenders'
               Additional  Cost Rates  (weighted in proportion to the percentage
               participation  of each Lender in the  relevant  Loan) and will be
               expressed as a percentage rate per annum.

          3.   The  Additional  Cost Rate for any Lender lending from a Facility
               Office in a  Participating  Member  State will be the  percentage
               notified by that  Lender to the Agent.  This  percentage  will be
               certified  by that  Lender  in its  notice to the Agent to be its
               reasonable  determination  of the cost (expressed as a percentage
               of that  Lender's  participation  in all  Loans  made  from  that
               Facility   Office)  of   complying   with  the  minimum   reserve
               requirements  of the  European  Central  Bank in respect of loans
               made from that Facility Office.

          4.   The  Additional  Cost Rate for any Lender lending from a Facility
               Office in the United  Kingdom will be  calculated by the Agent as
               follows:


          (a)   in relation to a sterling Loan:

                        AB+C(B-D)Ex0.01
                    ______________________per cent. per annum
                           100-(A+C)

          (b)   in relation to a Loan in any currency other than sterling:

                        Ex0.01

                     ___________per  cent. per annum.
                         300

Where:

               A    is the percentage of Eligible Liabilities (assuming these to
                    be in excess of any stated  minimum)  which  that  Lender is
                    from time to time  required to maintain as an interest  free
                    cash ratio  deposit  with the Bank of England to comply with
                    cash ratio requirements.

               B    is the percentage rate of interest (excluding the Margin and
                    the  Mandatory  Cost and, if the Loan is an Unpaid Sum,  the
                    additional  rate of interest  specified in paragraph  (a) of
                    Clause 11.3  (Default  Interest)  payable  for the  relevant
                    Interest Period on the Loan.

                                       91

               C    is the  percentage  (if any) of Eligible  Liabilities  which
                    that  Lender is  required  from time to time to  maintain as
                    interest bearing Special Deposits with the Bank of England.

               D    is the  percentage  rate per  annum  payable  by the Bank of
                    England to the Agent on interest bearing Special Deposits.

               E    is designed to compensate  Lenders for amounts payable under
                    the Fees Rules and is  calculated  by the Agent as being the
                    average of the most recent  rates of charge  supplied by the
                    Reference  Banks to the Agent  pursuant to paragraph 7 below
                    and expressed in pounds per GBP1,000,000.

5.             For the purposes of this Schedule:


               (a)  "Eligible  Liabilities"  and  "Special  Deposits"  have  the
                    meanings  given to them from time to time under or  pursuant
                    to the Bank of England  Act 1998 or (as may be  appropriate)
                    by the Bank of England;

               (b)  "Fees Rules" means the rules on periodic  fees  contained in
                    the FSA  Supervision  Manual or such other law or regulation
                    as may be in  force  from  time to time  in  respect  of the
                    payment of fees for the acceptance of deposits;

               (c)  "Fee  Tariffs"  means the fee tariffs  specified in the Fees
                    Rules  under  the  activity  group  A.1  Deposit   acceptors
                    (ignoring  any  minimum  fee  or  zero  rated  fee  required
                    pursuant  to the Fees  Rules but  taking  into  account  any
                    applicable discount rate); and

               (d)  "Tariff  Base" has the  meaning  given to it in, and will be
                    calculated in accordance with, the Fees Rules.


6.             In  application  of the above  formulae,  A, B, C and D
               will be included in the formulae as percentages (i.e. 5
               per cent.  will be included in the formula as 5 and not
               as 0.05). A negative  result  obtained by subtracting D
               from B shall be taken as zero.  The  resulting  figures
               shall be rounded to four decimal  places.

7.             If requested by the Agent,  each  Reference Bank shall,
               as  soon  as  practicable   after  publication  by  the
               Financial Services Authority,  supply to the Agent, the
               rate of charge  payable by that  Reference  Bank to the
               Financial Services Authority pursuant to the Fees Rules
               in  respect  of  the  relevant  financial  year  of the
               Financial  Services  Authority   (calculated  for  this
               purpose by that  Reference Bank as being the average of
               the Fee Tariffs  applicable to that  Reference Bank for
               that  financial  year)  and  expressed  in  pounds  per
               GBP1,000,0000  of the  Tariff  Base of  that  Reference
               Bank.

8.             Each Lender shall
               supply any  information  required  by the Agent for the
               purpose of  calculating  its  Additional  Cost Rate. In
               particular,  but without limitation,  each Lender shall
               supply  the  following  information  on or prior to the
               date on which it becomes a Lender:


               (a)  the jurisdiction of its Facility Office; and


               (b)  any other  information  that the  Agent may  reasonably
                    require for such  purpose.Each  Lender  shall  promptly
                    notify  the  Agent  of any  change  to the  information
                    provided by it pursuant to this paragraph.

                                       92

9.   The  percentages  of each  Lender for the  purpose of A and C above and the
     rates of charge of each  Reference Bank for the purpose of E above shall be
     determined by the Agent based upon the information  supplied to it pursuant
     to  paragraphs 7 and 8 above and on the  assumption  that,  unless a Lender
     notifies the Agent to the contrary,  each Lender's  obligations in relation
     to cash ratio  deposits  and  Special  Deposits  are the same as those of a
     typical bank from its jurisdiction of incorporation  with a Facility Office
     in the same  jurisdiction as its Facility Office.

10.  The Agent shall have
     no liability to any person if such  determination  results in an Additional
     Cost Rate which over or under  compensates any Lender and shall be entitled
     to assume that the  information  provided by any Lender or  Reference  Bank
     pursuant  to  paragraphs  3, 7 and 8  above  is  true  and  correct  in all
     respects.

11.  The Agent shall distribute the additional amounts received as
     a  result  of the  Mandatory  Cost  to the  Lenders  on  the  basis  of the
     Additional Cost Rate for each Lender based on the  information  provided by
     each  Lender and each  Reference  Bank  pursuant to  paragraphs  3, 7 and 8
     above.

12.  Any  determination  by the Agent  pursuant to this  Schedule in
     relation to a formula,  the Mandatory  Cost, an Additional Cost Rate or any
     amount  payable to a Lender  shall,  in the absence of manifest  error,  be
     conclusive and binding on all Parties.

13.  The Agent may from time to time,
     after  consultation  with SVG and the Lenders,  determine and notify to all
     Parties any  amendments  which are required to be made to this  Schedule in
     order to comply with any change in law, regulation or any requirements from
     time  to time  imposed  by the  Bank of  England,  the  Financial  Services
     Authority  or the  European  Central  Bank  (or,  in any  case,  any  other
     authority  which  replaces  all  or  any of its  functions)  and  any  such
     determination  shall,  in the absence of manifest  error, be conclusive and
     binding on all Parties.

                                       93



                                  SCHEDULE 5
                      FORM OF TRANSFER CERTIFICATES

                                    Part I

To:     The Royal Bank of Scotland as Agent

From:   (The Existing Lender) (the "Existing Lender") and (The New Lender)
        (the "New Lender")

Dated:

                     SVG Capital plc and the Platinum Trust
                        EUR285,000,000 Facility Agreement
         dated 16 March 2001 as amended and restated on 16 June 2003 and
                further amended and restated on 24 September 2004
                           (the "Facility Agreement")

1.   We refer to Clause 26.5 (Procedure for transfer):


        (a) The Existing  Lender and the New Lender agree to the Existing Lender
        and the New Lender  transferring by novation all or part of the Existing
        Lender's Commitment,  rights and obligations referred to in the Schedule
        in accordance with Clause 26.5 (Procedure for transfer).

        (b) The proposed  Transfer Date is ( ). The Facility Office and address,
        fax number and  attention  details for notices of the New Lender for the
        purposes of Clause 33.2 (Addresses) are set out in the Schedule.

2.   The New Lender  expressly  acknowledges  the  limitations  on the  Existing
     Lender's   obligations  set  out  in  paragraph   26.4(c)  of  Clause  26.4
     (Limitation of responsibility of Existing Lenders).

3.   This Transfer Certificate is governed by English law.


                                  THE SCHEDULE

               Commitment/rights and obligations to be transferred

                            (insert relevant details)

     (Facility Office address, fax number and attention details for notices
                       and account details for payments,)

     (Existing Lender)                                (New Lender)

      By:                                              By:

                                       94


This Transfer Certificate is accepted by the Agent and the Transfer Date is
confirmed as ( ).

(Agent)

By:

                                       95

                                     Part II

                         LMA Transfer Certificate (Par)

BANK:                                                             Date:

TRANSFEREE:

This Transfer  Certificate is entered into pursuant to (i) the agreement
(the "Sale Agreement")  evidenced by the Confirmation  dated between the
Bank and the  Transferee  (acting  directly or through their  respective
agents)  and  (ii) the  Credit  Agreement.

On the Transfer  Date,  the transfer by way of novation from the Bank to
the  Transferee on the terms set out herein and in the Credit  Agreement
shall become effective subject to:-

        (i) the Sale Agreement and the terms and conditions  incorporated in the
        Sale Agreement;

        (ii) the terms and conditions annexed hereto; and

        (ii) the Schedule annexed hereto,all of which are incorporated herein by
        reference.


The Bank                                         The Transferee
(      )                                         (            )

By:                                              By:

                                       96

                                  The Schedule
<TABLE>
<CAPTION>
<S>                                                                                       <C>

  Credit Agreement Details:

  Borrower(s):                                      _________________________________________

  Credit Agreement Dated                            _________________________________________

  Guarantor(s):                                     _________________________________________

  Agent Bank:                                       No      Yes (specify)____________________

  Security:                                         _________________________________________

  Total Facility Amount:                            _________________________________________

  Governing Law:                                    _________________________________________

  Additional Information:                           _________________________________________

  Transfer Details:

  Name of Tranche Facility:                         _________________     __________________

  Nature (Revolving, Term, Acceptances

  Guarantee/Letter of Credit, Other):               _________________     __________________

  Final Maturity:                                   _________________     __________________

  Participation Transferred

  Commitment transferred[1]                         _________________     __________________

       Drawn Amount (details below):1               _________________     __________________

       Undrawn Amount:1                             _________________     __________________

  Settlement Date:                                  _________________________________________

  Details of outstanding Credits1

       Specify in respect of each Credit:

       Transferred Portion (amount):                _________________

       Tranche/Facility:                            _________________

       Nature:                                      Term Revolver Acceptance Guarantee/Letter of Credit Other
                                                    (specify) _________________

        Details of other Credits are set out on the attached sheet

  Administration Details

  Bank's Receiving Account:                         ________________________________

  Transferee's Receiving Account:                   ________________________________

  Addresses

  Bank                                              Transferee
  (   )                                             (        )

  Address:                                          Address:

  Telephone:                                        Telephone:

  Facsimile:                                        Facsimile:

  Telex:                                            Telex:

  Attn/Ref                                          Attn/Ref

</TABLE>

                                       97

                              TERMS AND CONDITIONS

These are the Terms and Conditions applicable to the transfer certificate
including the Schedule thereto (the "Transfer  Certificate") to which they are
annexed.

1.      Interpretation

        In these  Terms and  Conditions  words  and  expressions  shall  (unless
        otherwise  expressly  defined  herein) bear the meaning given to them in
        the Transfer Certificate, the Credit Agreement or the Sale Agreement.

2.      Transfer

        The Bank  requests the  Transferee to accept and procure the transfer by
        novation of all or a part (as applicable) of such  participation  of the
        Bank under the Credit  Agreement as is set out in the  relevant  part of
        the Transfer Certificate under the heading  "Participation  Transferred"
        (the "Purchased  Assets") by counter-signing and delivering the Transfer
        Certificate  to the  Agent at its  address  for the  service  of  notice
        specified in the Credit  Agreement.  On the Transfer Date the Transferee
        shall pay to the Bank the Settlement  Amount as specified in the pricing
        letter  between  the  Bank  and the  Transferee  dated  the  date of the
        Transfer Certificate  (adjusted,  if applicable,  in accordance with the
        Sale Agreement) and completion of the transfer will take place.

3.      Effectiveness of Transfer

        The  Transferee  hereby  requests  the  Agent  to  accept  the  Transfer
        Certificate  as being  delivered  to the Agent  pursuant  to and for the
        purposes of the Credit Agreement so as to take effect in accordance with
        the terms of the Credit  Agreement on the Transfer Date or on such later
        date as may be determined in accordance with the terms thereof.

4.      Transferee's Undertaking

        The Transferee hereby undertakes with the Agent and the Bank and each of
        the other  parties to the Credit  Documentation  that it will perform in
        accordance  with its  terms  all  those  obligations  which by the terms
        thereof will be assumed by it after delivery of the Transfer Certificate
        to the Agent and  satisfaction  of the  conditions  (if any)  subject to
        which the Transfer Certificate is to take effect.

5.      Payments

5.1     Place

        All payments by either party to the other under the Transfer Certificate
        shall be made to the Receiving  Account of that other party.  Each party
        may designate a different  account as its Receiving  Account for payment
        by giving the other not less than five  Business  Days notice before the
        due date for payment.

5.2     Funds

        Payments under the Transfer Certificate shall be made in the currency in
        which the amount is denominated  for value on the due date at such times
        and in such  funds  as are  customary  at the  time  for  settlement  of
        transactions in that currency.

                                       98

6.      The Agent

        The  Agent  shall  not be  required  to  concern  itself  with  the Sale
        Agreement  and  may  rely on the  Transfer  Certificate  without  taking
        account of the provisions of such agreement.

7.      Assignment of Rights

        The Transfer  Certificate shall be binding upon and enure to the benefit
        of each party and its  successors  and permitted  assigns  provided that
        neither party may assign or transfer its rights  thereunder  without the
        prior written consent of the other party.

8.      Governing Law and Jurisdiction

        The Transfer Certificate (including, without limitation, these Terms and
        Conditions)  shall be governed by and construed in  accordance  with the
        laws  of  England,   and  the  parties   submit  to  the   non-exclusive
        jurisdiction of the English courts.

        Each party  irrevocably  appoints the person  described as process agent
        (if any)  specified  in the Sale  Agreement  to  receive  on its  behalf
        service of any action,  suit or other proceedings in connection with the
        Transfer Certificate. If any person appointed as process agent ceases to
        act for any reason the appointing party shall notify the other party and
        shall promptly  appoint another person  incorporated  within England and
        Wales to act as its process agent.

                                       99

                                   SCHEDULE 6
                         FORM OF COMPLIANCE CERTIFICATE

To:      The Royal Bank of Scotland plc as Agent

From:    SVG Capital plc

Dated:

Dear Sirs

                     SVG Capital plc and the Platinum Trust
                       EUR285,000,000 Facility Agreement
 dated 16 March 2001 as amended and restated on 16 June 2003 and further amended
                       and restated on 24 September 2004
                           (the "Facility Agreement")

1.      We refer to the Facility Agreement. This is a Compliance Certificate.

2.      We confirm that:


        (a)  Consolidated  Gross  Borrowings are ( ) and  Consolidated  Adjusted
        Investment Assets are ( ).  Consequently,  Consolidated Gross Borrowings
        are ( )% of  Consolidated  Adjusted  Investment  Assets  and  SVG is (in
        compliance with/in breach of) Clause 21.2 of the Facility Agreement; and

        (b)  Consolidated  Gross  Borrowings  of Barings  (Guernsey)  Limited as
        trustee  of the  Platinum  Trust are ( ) and the Total  Commitments  are
        currently ( ).  Consequently,  Consolidated  Gross Borrowings of Barings
        (Guernsey)  Limited as trustee of the  Platinum  Trust are ( )% of Total
        Commitments and SVG is (in compliance  with/in breach of) Clause 21.2 of
        the Facility Agreement.

3.     Calculations

        The figures  referred to in  paragraph 2 above are shown in the attached
        financial statements.

4.      Valuations

        (The  portfolio  valuation  referred  to in Clause  20.1(c)  is ( )/(The
        portfolio valuation referred to in Clause 21.4 is ( )).

5.      (We confirm that no Default is continuing.) *

                                    Signed:     ...............................
                                         Chief Financial Officer
                                         Of
                                         SVG Capital plc

                                    Signed:     ...............................
                                         Secretary
                                         Of
                                         SVG Capital plc

                                      100

        * If this statement cannot be made, the certificate  should identify any
        Default that is continuing and the steps,  if any, being taken to remedy
        it.
                                      101

                                   SCHEDULE 7
                    LMA FORM OF CONFIDENTIALITY UNDERTAKING

                      LMA CONFIDENTIALITY LETTER (SELLER)
                  (Letterhead of Seller/Seller's agent/broker)
To:

                                            (insert name of Potential
                                            Purchaser/Purchaser's agent/broker)

Re:     The Agreement


Borrowers:

Date:

Amount:

Agent:


Dear Sirs

We  understand  that  you  are  considering  (acquiring)/(arranging  the
acquisition  of) an interest in the Agreement  (the  "Acquisition").  In
consideration   of  us  agreeing  to  make   available  to  you  certain
information,  by your  signature  of a copy of this  letter you agree as
follows:

1.   Confidentiality   Undertaking  You  undertake  (a)  to  keep  the
     Confidential  Information  confidential  and not to  disclose  it to anyone
     except  as  provided  for by  paragraph  2 below  and to  ensure  that  the
     Confidential  Information is protected with security  measures and a degree
     of care that would apply to your own confidential  information,  (b) to use
     the Confidential Information only for the Permitted Purpose, (c) to use all
     reasonable  endeavours  to  ensure  that  any  person  to whom you pass any
     Confidential  Information  (unless  disclosed  under  paragraph 2(c) below)
     acknowledges  and complies  with the  provisions  of this letter as if that
     person were also a party to it, and (d) not to make enquiries of any member
     of the Group or any of their officers, directors, employees or professional
     advisers relating directly or indirectly to the Acquisition.

2.  Permitted  Disclosure We agree that you may disclose  Confidential
    Information:


     (a)  to  members  of the  Purchaser  Group and their  officers,  directors,
          employees and  professional  advisers to the extent  necessary for the
          Permitted  Purpose  and to any  auditors  of members of the  Purchaser
          Group;

     (b)  subject to the  requirements  of the  Agreement,  to any person to (or
          through)  whom you assign or transfer  (or may  potentially  assign or
          transfer) all or any of the rights, benefits and obligations which you
          may acquire  under the  Agreement or with (or through)  whom you enter
          into (or may potentially enter into) any sub-participation in relation
          to, or any other  transaction  under which  payments are to be made by
          reference  to, the  Agreement  or the  Borrowers  or any member of the
          Group  so  long  as that  person  has  delivered  a  letter  to you in
          equivalent form to this letter; and

                                      102

     (c)  (i) where requested or required by any court of competent jurisdiction
          or any competent  judicial,  governmental,  supervisory  or regulatory
          body,  (ii) where required by the rules of any stock exchange on which
          the shares or other  securities of any member of the  Purchaser  Group
          are listed or (iii) where  required by the laws or  regulations of any
          country  with  jurisdiction  over the  affairs  of any  member  of the
          Purchaser Group.

3.        Notification of Required or Unauthorised  Disclosure You agree (to the
          extent permitted by law) to inform us of the full circumstances of any
          disclosure   under   paragraph   2(c)  or  upon  becoming  aware  that
          Confidential Information has been disclosed in breach of this letter.

4.        Return of Copies If we so request  in  writing,  you shall  return all
          Confidential  Information  supplied  to  you  by  us  and  destroy  or
          permanently  erase all copies of Confidential  Information made by you
          and use all  reasonable  endeavours  to ensure that anyone to whom you
          have supplied any  Confidential  Information  destroys or  permanently
          erases such  Confidential  Information and any copies made by them, in
          each case save to the extent that you or the  recipients  are required
          to retain any such  Confidential  Information by any  applicable  law,
          rule  or  regulation  or  by  any  competent  judicial,  governmental,
          supervisory or regulatory body or in accordance with internal  policy,
          or  where  the  Confidential  Information  has  been  disclosed  under
          paragraph 2(c) above.

5.       Continuing  Obligations  The obligations in this letter are continuing
          and, in particular,  shall survive the  termination of any discussions
          or  negotiations  between  you and us.  Notwithstanding  the  previous
          sentence, the obligations in this letter shall cease (a) if you become
          a party to or otherwise  acquire (by assignment or  sub-participation)
          an interest, direct or indirect, in the Agreement or (b) twelve months
          after you have returned all Confidential  Information  supplied to you
          by us and destroyed or permanently  erased all copies of  Confidential
          Information made by you (other than any such Confidential  Information
          or copies  which have been  disclosed  under  paragraph 2 above (other
          than sub-paragraph 2(a)) or which,  pursuant to paragraph 4 above, are
          not required to be returned or destroyed).

6.        No  Representation;  Consequences  of Breach,  etc You acknowledge and
          agree that:

        (a) neither we, [nor our  principal] nor any member of the Group nor any
        of our or their  respective  officers,  employees  or  advisers  (each a
        "Relevant Person") (i) make any  representation or warranty,  express or
        implied,  as  to,  or  assume  any  responsibility  for,  the  accuracy,
        reliability or  completeness of any of the  Confidential  Information or
        any other  information  supplied by us or the assumptions on which it is
        based or (ii) shall be under any  obligation  to update or  correct  any
        inaccuracy  in the  Confidential  Information  or any other  information
        supplied  by us or be  otherwise  liable to you or any  other  person in
        respect to the Confidential Information or any such information; and

                                      103

        (b) we [or our  principal]  or members  of the Group may be  irreparably
        harmed by the  breach  of the terms  hereof  and  damages  may not be an
        adequate  remedy;  each Relevant  Person may be granted an injunction or
        specific  performance  for  any  threatened  or  actual  breach  of  the
        provisions of this letter by you.

7.      No Waiver;  Amendments,  etc This  letter  sets out the full extent of
        your  obligations  of  confidentiality  owed to us in  relation to the
        information  the  subject  of this  letter.  No  failure  or  delay in
        exercising any right,  power or privilege  hereunder will operate as a
        waiver  thereof nor will any single or partial  exercise of any right,
        power or  privilege  preclude  any  further  exercise  thereof  or the
        exercise of any other right, power or privileges hereunder.  The terms
        of this letter and your  obligations  hereunder may only be amended or
        modified by written agreement between us.

8.      Inside   Information  You  acknowledge  that  some  or  all  of  the
        Confidential  Information is or may be  price-sensitive  information and
        that the use of such  information  may be  regulated  or  prohibited  by
        applicable legislation relating to insider dealing and you undertake not
        to use any Confidential Information for any unlawful purpose.

9.      Nature of  Undertakings  The  undertakings  given by you under  this
        letter are given to us and (without  implying any fiduciary  obligations
        on our part) are also  given for the  benefit  of [our  principal,]  the
        Borrowers and each other member of the Group.

10.     Third party rights

          (a)  Subject to  paragraph 6 and  paragraph 9 the terms of this letter
               may be  enforced  and  relied  upon  only  by you  and us and the
               operation of the Contracts  (Rights of Third Parties) Act 1999 is
               excluded.

          (b)  Notwithstanding  any  provisions  of this letter,  the parties to
               this letter do not require the consent of any Relevant  Person or
               any  member of the Group to  rescind  or vary this  letter at any
               time.

11.     Governing Law and Jurisdiction  This letter (including the agreement
        constituted by your  acknowledgement  of its terms) shall be governed by
        and  construed  in  accordance  with the laws of England and the parties
        submit to the non-exclusive jurisdiction of the English courts.

12.     Definitions In this letter (including the  acknowledgement  set out
        below)  terms  defined  in  the  Agreement  shall,  unless  the  context
        otherwise requires, have the same meaning and:

        "Confidential   Information"  means  any  information  relating  to  the
        Borrowers,  the Group, the Agreement and/or the Acquisition  provided to
        you by us or any of our  affiliates or advisers,  in whatever  form, and
        includes  information given orally and any document,  electronic file or
        any other way of representing or recording information which contains or
        is derived or copied from such information but excludes information that
        (a) is or becomes  public  knowledge  other than as a direct or indirect
        result of any  breach of this  letter or (b) is known by you  before the
        date the  information is disclosed to you by us or any of our affiliates
        or advisers or is lawfully obtained by you thereafter, other than from a
        source which is connected  with the Group and which,  in either case, as
        far as you are aware,  has not been obtained in violation of, and is not
        otherwise subject to, any obligation of confidentiality;



        "Group"  means  the  Borrowers  and  each of  their  respective  holding
        companies and  subsidiaries  and each  subsidiary of each of its holding
        companies (as each such term is defined in the Companies Act 1985);

        "Permitted  Purpose" means subject to the terms of this letter,  passing
        on information to a prospective purchaser for the purpose of considering
        and evaluating whether to enter into the Acquisition; and

        "Purchaser  Group"  means  you,  each  of  your  holding  companies  and
        subsidiaries  and each subsidiary of each of your holding  companies (as
        each such term is defined in the Companies Act 1985).

        Please  acknowledge your agreement to the above by signing and returning
        the enclosed copy.


Yours faithfully
....................................
For and on behalf of
(Seller/Seller's agent/broker)

To:     (Seller)

        (Seller's agent/broker)

        The Borrowers and each other member of the Group

We acknowledge and agree to the above:

....................................

For and on behalf of
(Potential Purchaser/Purchaser's agent/broker)

                                      105

                                   SCHEDULE 8

                                   TIMETABLES

                                     Part I
                                     Loans

<TABLE>
<CAPTION>
<S>                                                              <C>                  <C>                  <C>


                                                       Loans in euro    Loans in sterling      Loans in other
                                                       or dollars                              currencies

  Agent notifies the relevant Borrower if a currency         -                   -                      U-4
  is approved as an Optional Currency in accordance
  with Clause 4.3 (Conditions relating to Optional
  Currencies)

  Delivery of a duly completed Utilisation Request          U-3                 U-1                     U-3
  (Clause 5.1 (Delivery of a Utilisation Request)         9.30am              9.30am                  9.30am

  Agent determines (in relation to a Utilisation)                               U-1                     U-3
  the Base Currency Amount of the Loan, if required          -                  noon                    noon
  under Clause 5.4 (Lenders' participation)

  Agent notifies the Lenders of the Loan in                 U-3                 U-1                     U-3
  accordance with Clause 5.4 (Lenders'                     3.00pm              3.00pm                  3.00pm
  participation)

  Agent receives a notification from a Lender under                             U-1                     U-3
  Clause 6.2 (Unavailability of a currency)                  -                 5.00pm                  5.00pm

  Agent gives notice in accordance with Clause 6.2                               U                      U-2
  (Unavailability of a currency)                             -                9.30am                  9.30am

  LIBOR or EURIBOR is fixed     Quotation Day as of 11:00 a.m. London   Quotation Day as of    Quotation Day as of
                                time in respect of LIBOR and as of      11:00 a.m.             11:00 a.m.
                                11.00 a.m. Brussels time in respect
                                of EURIBOR


"U" = date of utilisation

"U - X" = X Business Days prior to date of utilisation

</TABLE>

                                      106

                                    PART II
                                 Bank Guarantee
<TABLE>
<CAPTION>
<S>                                                                                                              <C>


  Delivery of a duly completed Utilisation Request (Clause 7.3 (Delivery of a Utilisation Request      U-3 9.30 a.m.
  for Bank Guarantee))

  Delivery of a duly completed Renewal Request (Clause 7.7 (Renewal of a Bank Guarantee)               U-3 9.30 a.m.

  "U" = date of utilisation

  "U - X" = Business Days prior to date of utilisation

</TABLE>

                                      107

                                   SCHEDULE 9
                       FORM OF SVG DIAMOND BANK GUARANTEE

SVG Diamond Holdings Limited
47 Esplanade
St. Helier
Jersey JE1 0BD

Dear Sirs
GUARANTEE


1.      We are  informed  that SVG  Capital  plc, a company  incorporated  in
        England  and  Wales  with  registered   number  3066856,   (the  "Equity
        Contributor") has agreed to make equity contributions on or prior to the
        date of this  guarantee  to you as  contemplated  under the terms of the
        memorandum  and articles of  association  dated 28 September 2004 of SVG
        Diamond  Holdings  Limited (the " Memorandum and Articles").

2.      We,  The  Royal  Bank  of  Scotland  plc  of  Trade  Services,  City
        International  Banking Centre, P O Box 39971,  Devonshire Square, London
        EC2M 4XB, the United Kingdom,  hereby give you (subject to the terms and
        conditions stated below) our irrevocable and unconditional guarantee and
        undertake  to pay you any  amount or  amounts  not  exceeding  the Total
        Aggregate  Amount in respect of a claim made upon us  alleging a failure
        by the Equity  Contributor to perform any payment obligation in relation
        to PEI  Preferred  Equity  Shares  (as  defined  in the  Memorandum  and
        Articles)  including any payment  obligation in relation to any Callable
        Subscription  Monies (as  defined in the  Memorandum  and  Articles)  in
        respect of the Equity  Contributor  under the  Memorandum  and  Articles
        provided that our aggregate liability under this guarantee in respect of
        a claim or claims  made upon us  alleging  such a failure  by the Equity
        Contributor shall not exceed the Total Aggregate Amount.

        "Total Aggregate Amount" means EUR72,000,000.

3.      Any such  amount or amounts  will be paid  within ten  Business  Days
        after the receipt by us at any time, at the then  effective  address for
        delivery to us on a Business Day in accordance  with  paragraph 6 below,
        of all of the following:

        (a) your demand in writing substantially in the form scheduled hereto to
        us; and


        (b) a copy of this  guarantee.

        For the avoidance of doubt,  it is hereby  confirmed that this guarantee
        constitutes our direct obligation to make payment in accordance with the
        terms of this guarantee and without reference to the Equity  Contributor
        or any other person,  whether or not the Equity Contributor or any other
        person  disputes  the truth or  accuracy of any  statement  made in your
        demand  and  without   examination   of  the  liability  of  the  Equity
        Contributor under the Memorandum and Articles.

                                      108

4.

     (a)  Payment  by us to you of all and any  sums  paid by us under
          this guarantee  shall be a good discharge of our liability  under this
          guarantee  to the  extent  of the  sum(s)  so paid and we shall not be
          concerned to see to the application of any such sum(s).

      (b) We may rely on any demand or other  documents or  information
          believed  by us to be genuine  and  correct and to have been signed or
          communicated  by the person(s) by whom it purports to have been signed
          or  communicated  and we shall not be liable for the  consequences  of
          such reliance and shall have no obligation to verify that the facts or
          matters stated therein are true and correct.

5.

      (a) This  guarantee  will expire at 11.00am  (London time) on the
          date falling 90 months after the date of this  guarantee  (the "Expiry
          Date") except in respect of any written  demand for payment  complying
          with all the requirements  hereof received by us at our then effective
          address for delivery  applicable  under paragraph 6 below before 11.00
          am (London time) on the Expiry Date.  After such time,  this guarantee
          shall  be null  and void and we  shall  have no  liability  under  it,
          whether  returned  to us or not,  save  to the  extent  of any  demand
          delivered  to  us  prior  to  such  time  which   complies   with  the
          requirements of this guarantee.

      (b) Our obligations  under this guarantee will not be affected by
          any act,  omission,  matter or thing which,  but for this clause would
          reduce,  release or prejudice any of our obligations under this clause
          (without  limitation  and  whether  or not  known  to it or any  other
          person) including:

        (i) any time,  waiver or consent  granted to, or  composition  with, the
        Equity Contributor under this guarantee;

        (ii) the  release  of the  Equity  Contributor  under  the  terms of any
        composition or arrangement;

        (iii) the taking, variation,  compromise,  exchange,  renewal or release
        or, or refusal or neglect to  perfect,  take up or  enforce,  any rights
        against,  or security over assets of, the Equity  Contributor under this
        guarantee or any  non-presentation or non-observance of any formality or
        other requirement in respect of any instrument or any failure to realise
        the full value of any security;

        (iv) any incapacity or lack of power,  authority or legal personality of
        or  dissolution  or  change  in the  members  or  status  of the  Equity
        Contributor under this guarantee;

        (v) any  enforceability,  illegality or invalidity of any  obligation of
        the Equity Contributor under the Memorandum and Articles; or

                                      109

        (vi)  any  insolvency  or  similar  proceedings   affecting  the  Equity
        Contributor.

6.   Where a notice or demand  relating to this guarantee is given by you to us,
     it may be serviced by leaving it or sending it by recorded delivery post to
     us at:

     The Royal Bank of Scotland plc
     Trade Services
     City International Banking Centre
     P O Box 39971
     Devonshire Square
     London EC2M 4XB

     marked for the attention of Bonds and Guarantees

     (or such other address in the United  Kingdom as we notify you from time
     to time), and to you at your address stated above (or such other address
     in the United Kingdom as you notify us in writing from time to time).

7.   We hereby  waive any right we may have of first  requiring  you to  proceed
     against or enforce any other  rights or security or claim  payment from any
     person before  claiming from us under this  guarantee.  This waiver applies
     irrespective of any law to the contrary.

8.   Payment of any demand  complying  with the  requirements  of this guarantee
     shall be made by us in euros to such  bank(s) in the United  Kingdom as you
     shall  specify in your demand.  For the  avoidance of doubt,  our aggregate
     liability  under this guarantee (and the figures in paragraph 2 above) will
     reduce on a euro for euro  basis for each  payment  made by us by virtue of
     this guarantee.

9.   The benefit of this guarantee is personal to you and may not be assigned or
     transferred  without  our prior  written  consent.  We hereby  agree to the
     assignment by way of security of the benefits of this  guarantee to the PEI
     Trustee (as defined in the Memorandum and Articles) to secure amounts owing
     under and in relation to the PEI Notes (as  defined in the  Memorandum  and
     Articles) and the trust deed constituting the PEI Notes.

10.  For the purposes of this guarantee, "Business Day" has the meaning given to
     such term in the Memorandum and Articles

11.  This  guarantee is governed by, and construed in accordance  with,  English
     law and shall be  subject  to the  exclusive  jurisdiction  of the  English
     courts.


SUBSCRIBED FOR AND ON BEHALF OF                    )

THE ROYAL BANK OF SCOTLAND plc                     )

by ( ) acting under a power of attorney in his     )

favour dated 30 October 2003 at Edinburgh          )

on     (      )

In the presence of:

Signature of Witness:      ____________________________

Full Name of Witness:      ____________________________

                                      110

Address:     The Royal Bank of Scotland plc
             Bonds and Guarantees
             Trade Services
             City International Banking Centre
             P O Box 39971
             Devonshire Square
             London EC2M 4XB

                                      111

                                    SCHEDULE

                                 Form of Demand

The Royal Bank of Scotland plc
Trade Services
City International Banking Centre
P O Box 39971
Devonshire Square
London EC2M 4XB

Attention: Bonds and Guarantees

Dated:     *

Dear Sirs

We refer to the  guarantee  issued by you to us dated * 2004 in relation
to certain  payment  obligations of * (the  "Guarantee").  A copy of the
Guarantee is appended to this demand.

Terms used in this demand shall have the same  meanings as given to them
in the Guarantee unless otherwise defined in this demand.

We confirm the following:

1.   the  Equity  Contributor  is  obliged  to pay us euro* in  relation  to PEI
     Preferred  Equity  Shares under the  Memorandum  and Articles on * (specify
     date for satisfaction) (the "Memorandum and Articles  Obligation") after we
     made a call in relation to the Callable  Subscription  Monies in respect of
     the Equity Contributor on ( );

2.   the Memorandum and Articles  Obligation has not been cancelled or fulfilled
     in full;

3.   we have  demanded that the Equity  Contributor  fulfil the  Memorandum  and
     Articles  Obligation  (in full)  which it has  failed to do within the time
     specified in our demand; and

4.   accordingly,  the  Memorandum  and Articles  Obligation of euro* is due and
     payable under the Memorandum and Articles and has not been paid.

We hereby demand you to pay us euro* within ten Business Days of your receipt of
this demand into the following account:

Account No.:

Bank:

Sort Code:

Name of Account:

Reference:

Yours faithfully

                                      1112
...............................

for and on behalf of
SVG Diamond Holdings Limited

                                   SIGNATURES

The Obligors

SVG CAPITAL PLC

By:

BARINGS (GUERNSEY) LIMITED as trustee of the PLATINUM TRUST

By:

The Joint Lead Arrangers

THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

By:


THE ROYAL BANK OF SCOTLAND PLC

By:

The Trustee

THE ROYAL BANK OF SCOTLAND PLC

By:

The Agent

THE ROYAL BANK OF SCOTLAND PLC

By:


The Original Lenders

THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

By:

                                      114

THE ROYAL BANK OF SCOTLAND PLC

By:

The Issuing Bank

THE ROYAL BANK OF SCOTLAND PLC

By:

--------------------------------------------------------------------------------
(1)      As at the date of the Transfer Certificate

(*)      If this statement cannot be made, the certificate should identify any
         Default that is continuing and the steps, if any, being taken to remedy
         it.

                                                                   Exhibit 4.15



THIS AGREEMENT is made on 21 March 2005 BETWEEN:

1.   PERMIRA CAPITAL  LIMITED,  registered in Guernsey under  registered  number
     42908 and whose registered  office is at Trafalgar Court, Les Banques,  St.
     Peter Port (the  "Subscriber");  and

2.   SVGCAPITAL PLC,  registered  in England  under  number  03066856  and whose
     registered  office  is at 31  Gresham  Street,  London  EC2V  7QA (the
     "Company").

WHEREAS:

(A)  The  Company  is  incorporated  with  limited  liability  under the Act (as
     defined below) with an authorised share capital of  GBP200,000,000  divided
     into  200,000,000  shares of GBP1  each  (each of them  "Shares")  of which
     122,529,853 Shares have been issued, are fully paid and currently listed on
     the Official List of the UKLA (as defined below.

(B)  The Company and the Subscriber have agreed, on the terms and subject to the
     conditions set out in this  Agreement,  that the Subscriber  will subscribe
     for the New Shares (as defined  below) and the Company will issue and allot
     the New Shares to the Subscriber.

NOW IT IS HEREBY AGREED as follows:

     DEFINITIONS

1.2  In this  Agreement and the Schedule to it the following  definitions  shall
     apply:

<TABLE>
<CAPTION>

<S>    <C>                              <C>

     "Act"                               means the Companies Act 1985, as amended;

     "Admission"                         means the  admission of the New Shares to the  Official
                                         List and to  trading  by the Stock  Exchange  each
                                         becoming effective  in  accordance  with  paragraph
                                         7.1  of the Listing  Rules and  paragraph  2.1 of the
                                         Admission and Disclosure  Standards of  the Stock Exchange respectively;

"Annual General Meeting"                means the annual general meeting of the Company to be convened pursuant to
                                        the Notice of Annual General Meeting, to be held on 25 April 2005, together
                                        with any meeting arising from an adjournment of that general meeting;

                                       1



  "Business Day"                        means a day (other than a Saturday or Sunday) on which banks are generally
                                        open for business in England;

  "Completion"                          means the completion of the issue and allotment of the New Shares under this
                                        Agreement;

  "Completion Date"                     has the meaning given in Clause 4.1;

  "Conditions"                          means the conditions set out in Clause 2.1;

  "General Partner"                     means any member of Permira which acts as general partner to a Permira Fund;

  "Group"                               means SVG Advisers Limited (registered in England no. 03368611), SVG
                                        Investment Managers Limited (registered in England no. 4493500) and their
                                        respective subsidiaries and subsidiary undertakings;

  "Listing Rules"                       means the Listing Rules of the UKLA;

  "New Shares"                          means 6,000,000 ordinary shares in the capital of the Company to be issued
                                        and allotted pursuant to the terms of this Agreement;

  "Notice of Annual General Meeting"    Means the notice of annual general meeting of the Company in the form set out
                                        in Schedule 1;

  "Official List"                       means the official list maintained by the UKLA;

  "Operating Agreement"                 Means the operating agreements dated the same date as this Agreement and made
                                        between SVG Capital and Permira Holdings Limited (registered in Guernsey no.
                                        40432) and between SVG Capital and certain other Permira companies, in each
                                        case relating, inter alia, to certain undertakings in respect of Permira
                                        Funds;

  "Permira"                             means the international network of entities providing management, advisory or
                                        consultancy services to, or conducting the business of designing, managing or
                                        advising, private equity and other funds or products under the overall
                                        business name of "Permira" (or, if such network is rebranded, under such
                                        rebranded name), or any such entity;

  "Permira Funds"                       means those private equity and other funds managed or advised by members of
                                        Permira;

                                       2



  "PHL"                                 has the meaning given in the Operating Agreement;

  "PHL Group"                           has the meaning given in the Operating Agreement;

  "Proceedings"                         has the meaning given in Clause 18.1;

  "Service Document"                    has the meaning given in Clause 19.5;

  "Shares"                              has the meaning given in Recital (A) above;

  "Stock Exchange"                      means the London Stock Exchange plc;

  "Subscription Price"                  has the meaning given in Clause 3.2; and

  "UKLA"                                means the Financial Services Authority acting in its capacity as the
                                        competent authority for the purposes of Part VI of the Financial Services and
                                        Markets Act 2000.
</TABLE>


1.3     In this Agreement, unless otherwise specified:

       (A)      use of the singular shall include the plural and vice versa;

       (B)      references to a "company" shall be construed so as to include
                any company,  corporation  or other body  corporate,  wherever
                and however incorporated or established;

       (C)      references to a "person" shall be construed so as to include
                any individual,  firm, company,  government, state or agency of
                a state,  local or municipal  authority or  government  body or
                any joint venture,  association or partnership (whether or not
                having separate legal personality);

       (D)      a reference in this Agreement to a date or time is a reference
                to that date or time in London, England; and

       (E)      a reference to any other  document  referred to in this
                Agreement is  a  reference  to  that  other  document  as
                amended, varied or supplemented at any time.

2.     CONDITIONS

2.1     Completion is conditional on:

       (A)      the resolution numbered 1 in the Notice of Annual General
                Meeting being validly passed by the  shareholders of the
                Company at the Annual General Meeting; and

       (B)      the UKLA having agreed,  subject only to the allotment of the
                New Shares,  to list the New  Shares  on the  Official  List
                and the Stock Exchange having agreed to admit the New Shares to
                trading.

                                       3


2.2  The  Company  undertakes  to make an  application  to the  UKLA for the New
     Shares to be listed on the Official List and to the Stock  Exchange for the
     New  Shares to be  admitted  to trading  and to take all other  appropriate
     steps to the extent it is reasonably  able to procure the  satisfaction  of
     the Condition  set out in Clause  2.1(B) as soon as reasonably  practicable
     after the satisfaction of the Condition set out in Clause 2.1(A).

2.3  If this Agreement has not become  unconditional  in all respects  within 20
     Business  Days  of  the  Annual  General  Meeting  it  shall  automatically
     terminate on that date and neither party shall subsequently have any rights
     or  obligations  under this  Agreement  save in  respect of the  provisions
     referred  to in Clause 2.4 but all rights and  liabilities  of the  parties
     which have accrued prior to termination shall continue.

2.4  The  provisions of Clauses 1 and 9 to 21 shall survive the  termination  of
     this Agreement.

3.   SUBSCRIPTION

3.1  In accordance with Clause 4, on the Completion  Date, the Subscriber  shall
     subscribe  for, and the Company  will allot,  the New Shares fully paid and
     free from all liens, charges, security interests,  encumbrances and adverse
     claims and the New Shares  shall rank pari passu in all  respects  with the
     Shares in issue at the Completion Date.

3.2  The subscription  price for each New Share will be GBP6.00 (the
     "Subscription Price").

4.   COMPLETION

4.1  Completion  shall take  place on a date and at a place to be fixed  between
     the parties and in any event  within two  Business  Days of the  Conditions
     having been satisfied (the "Completion Date").

4.2  On the Completion Date, subject only to Admission occurring:

    (A)   the Company shall  deliver to the  Subscriber a share  certificate  in
          respect of the New Shares; and

    (B)   the  Subscriber  shall pay for value on the  Completion  Date, to such
          sterling account as the Company shall have specified to the Subscriber
          by not later  than 12 noon on the  Business  Day that is two  Business
          Days prior to the  Completion  Date,  an amount  equal to
          GBP36,000,000 (being the aggregate Subscription Price in respect of
          the New Shares),

provided  that if either  the  Company  or the  Subscriber  does not  fulfil its
obligations  under this Clause 4.2 on the Completion Date, the other party shall
not be obliged to fulfil its obligations  under this Clause 4.2 on that date and
Completion  shall be  postponed  to the next  following  Business  Day  (without
prejudice to the rights  either party may have as a result of the other  party's
failure or inability to comply with its obligations under this Clause 4.2).

                                       4

4.3  Following  the  payment of the  aggregate  Subscription  Price  pursuant to
     Clause  4.2(B),  the  Company  shall  procure  that its  registrars  effect
     registration  of the  Subscriber  in the  Company's  register of members as
     holder of the New Shares  without  charge  within five Business Days of the
     Completion Date.

5.   LOCK UP

5.1  Subject as provided in Clauses 5.2 and 5.3 below, the Subscriber undertakes
     with the Company that, for the period  beginning on the Completion Date and
     ending upon  termination of the Operating  Agreement in accordance with its
     terms, it will not:

     (A)  offer, lend, sell, deposit,  agree to sell, mortgage,  pledge,  create
          liens over,  charge,  assign,  create any other  security  interest or
          equity over, issue options,  warrants or other derivative  instruments
          in respect of, or grant any option to purchase,  or otherwise  dispose
          of, directly or indirectly,  any New Shares or any interest therein or
          any right attaching thereto (or any other securities  convertible into
          or  exchangeable  for New Shares or which carry rights to subscribe or
          purchase New Shares or any interest therein or right attaching thereto
          or in respect thereof);

     (B)  enter into any swap or other  arrangement  which  transfer  to another
          person, in whole or in part, the economic consequences of ownership of
          any New Share; or

     (C)  announce any intention to do, or agree to do, any of the foregoing,

     whether any such  transaction  is settled by delivery of New Shares,  other
     securities,  cash or  otherwise,  in each case  without  the prior  written
     consent of the Company.

5.2  Nothing in Clause 5.1 shall prohibit the Subscriber from:

     (A)  accepting  a general  offer made to all the  holders of the issued and
          allotted  equity share capital of the Company from time to time (other
          than  shares held or  contracted  to be acquired by the offeror or its
          associates  within the  meaning  of  section  430E of the Act) made in
          accordance  with the City Code on Takeovers  and Mergers and which has
          either become or been declared  unconditional  in all respects or been
          recommended for acceptance by the directors of the Company;

     (B)  effecting  any  transfer  or  disposal  pursuant  to a  compromise  or
          arrangement between the Company and its members, or any class of them,
          which is agreed to by the  members and  sanctioned  by the court under
          section 425 of the Act;

     (C)  entering  into  a  mortgage,  pledge,  charge  or any  other  security
          interest  in  respect  of any of the New  Shares,  provided  that  the
          beneficiary  of such  security  shall  first  provide to the Company a
          binding  written  undertaking in favour of the Company in the form set
          out in Part 1 of  Schedule 2  (together  with,  save where the Company
          otherwise  agrees in writing,  if the  beneficiary of such security is
          not  incorporated  in England and Wales, a legal opinion in respect of
          the due execution of that  undertaking  by such entity in such form as
          the Company may  reasonably  require),  pursuant to which  undertaking
          such beneficiary  shall agree to be bound by the obligations in Clause
          5.1  (without  reference  to this  Clause  5.2(C))  as if it were  the
          Subscriber;

                                       5



     (D)  transferring  all of the New  Shares  (but not only some of them) to a
          company  which is wholly owned  (directly or through any of its wholly
          owned  subsidiaries)  by PHL,  provided that any such transferee shall
          first provide to the Company a binding  written  undertaking in favour
          of the  Company in the form set out in Part 2 of  Schedule 2 (together
          with, if such  transferee is not  incorporated in England and Wales, a
          legal opinion in respect of the due execution of that  undertaking  by
          such  transferee in such form as the Company may reasonably  require),
          pursuant to which  undertaking such transferee shall agree to be bound
          by the obligations in Clause 5.1 as if it were the Subscriber and that
          such  transfer  is subject to the  condition  that if such  transferee
          shall subsequently cease to be a wholly owned subsidiary  (directly or
          indirectly)  of PHL, the  Subscriber  shall  procure that prior to its
          ceasing to be such a member of the PHL Group,  such  transferee  shall
          transfer  all of the New Shares to  another  wholly  owned  subsidiary
          (directly or  indirectly)  of PHL on the same terms as set out in this
          Clause 5.2(D); or

     (E)  disposing of any of the New Shares pursuant to an offer by the Company
          to purchase  its own shares  which is made on  identical  terms to all
          holders of Shares and otherwise  complies with the Act and the Listing
          Rules.

5.3  The provisions of Clause 5.1 shall cease to apply in the  circumstances set
     out in clause  4.10(C) of the Operating  Agreement  between the Company and
     Permira Holdings Limited.

5.4  The Company  hereby  agrees for the  purposes of Clause  5.2(C) that if the
     Subscriber wishes to grant a security interest in respect of any of the New
     Shares to The Royal Bank of  Scotland  plc,  and The Royal Bank of Scotland
     plc  provides a binding  written  undertaking  in favour of the  Company in
     respect thereof, in each case in accordance with Clause 5.2(C), the Company
     shall not require a legal  opinion  from The Royal Bank of Scotland  plc in
     respect of the due execution of that undertaking (or otherwise).

6.   WARRANTIES

6.1  The Company  warrants to the Subscriber  that it has full power,  authority
     and capacity to allot and issue the New Shares  pursuant to this  Agreement
     under the  memorandum  and articles of  association  of the Company and the
     directors  of the  Company  have full power and  authority  to effect  such
     allotment.

6.2  The  Subscriber  warrants to the Company that it has made such enquiries of
     relevant Permira personnel which it considers are sufficient to ensure that
     none of it, a General  Partner or any other member of Permira has, after 31
     December  2004,  become  aware  of  any  information  (including,   without
     limitation, any proposed or potential arrangement,  directly or indirectly,
     for monetising,  disposing of, or realising  value from, any  investments),
     which would,  or would be reasonably  likely to, affect the value of any of
     the material  investments made by the Permira Funds in which the Company is
     an  investor  to a material  extent,  which has not been,  or the effect on
     valuation has not been,  disclosed in writing to the  Subscriber  between 1
     January 2005 and 5.30 p.m. on the Business Day  immediately  preceding  the
     date of this Agreement.

                                       7


6.3  The  Subscriber  warrants to the Company that the results of the  enquiries
     described in Clause 6.2 above have been  disclosed to the Company  pursuant
     to a letter dated 18 March 2005.

6.4  The Subscriber warrants to the Company that:

     (A)  it has the  requisite  power and  authority  to enter into and perform
          this Agreement;

     (B)  the  obligations  of the Subscriber  under this  Agreement  constitute
          binding  obligations of the  Subscriber in accordance  with its terms;
          and

     (C)  the execution and delivery of, and the  performance  by the Subscriber
          of its obligations under, this Agreement will not:

          (i)       result  in  a  material  breach  of  any  provision  of  the
                    memorandum or articles of association of the Subscriber;

          (ii)      result in a  material  breach  of, or  constitute  a default
                    under,  any instrument to which the Subscriber is a party or
                    by which the Subscriber is bound;

          (iii)     result in a breach of any order,  judgment  or decree of any
                    court or  governmental  agency to which the  Subscriber is a
                    party or by which the Subscriber is bound; or

          (iv)      require  the  consent  of its  shareholders  or of any other
                    person.

7.   NOTICES

7.1  A notice under this Agreement  shall only be effective if it is in writing.
     Faxes are permitted.

7.2  Notices  under this  Agreement  shall be sent to a party at its  address or
     number and for the attention of the individual set out below:

                                       7


<TABLE>
<CAPTION>
<S>                                <C>                          <C>


Party and title of individual     Address                   Facsimile no.

Permira Capital Limited          Trafalgar Court,           01481 745078
                                 Les Banques,
Att: Alastair Boyle              St. Peter Port, Guernsey

Copy to: Ian Sellars             20 Southampton Street,     020 7497 2174
                                 London,
                                 WC2E 7QH

SVG Capital                      111 Strand,                020 7240 5346
                                 London,
Att: The Chairman                WC2R 0AG

</TABLE>

     PROVIDED  THAT a party may change its notice  details on giving  seven days
     notice to the other party of the change in accordance with this clause.

7.3  Any notice  given  under this  Agreement  shall,  in the absence of earlier
     receipt, be deemed to have been duly given as follows:

     (A)  if delivered personally, on delivery;

     (B)  if sent by first class inland post, three clear days after the date of
          posting; and

     (C)  if sent by facsimile, when sent.

8.   REMEDIES AND WAIVERS

8.1  No delay or omission by either party to this  Agreement in  exercising  any
     right, power or remedy provided by law or under this Agreement shall:

     (A)  affect that right, power or remedy; or

     (B)  operate as a waiver of it.

8.2  The single or partial  exercise of any right,  power or remedy  provided by
     law or under  this  Agreement  shall  not  preclude  any  other or  further
     exercise of it or the exercise of any other right, power or remedy.

8.3  The rights,  powers and remedies  provided in this Agreement are cumulative
     and not exclusive of any rights, powers and remedies provided by law.

9.   NO PARTNERSHIP AND CONFLICT

     Nothing in this  Agreement  and no action  taken by the parties  under this
     Agreement  shall  constitute a partnership,  association,  joint venture or
     other co-operative entity between the parties.

                                       8



10.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

     The parties to this Agreement do not intend that any term of this Agreement
     should be enforceable, by virtue of the Contracts (Rights of Third Parties)
     Act 1999, by any person who is not a party to this Agreement.

11.  FURTHER ASSURANCE

     Each  party  shall at its own  cost,  from time to time on  request,  do or
     procure the doing of all acts and/or  execute or procure the  execution  of
     all documents which the other party may reasonably  consider  necessary for
     giving full effect to this Agreement and securing to the  requesting  party
     the full  benefit of the rights,  powers and  remedies  conferred  upon the
     requesting party in this Agreement.

12.  ENTIRE AGREEMENT

12.1 This  Agreement and the Operating  Agreement  constitute the whole and only
     agreement between the parties relating to the matters referred to herein or
     therein.

12.2 Except in the case of fraud, neither party to this Agreement shall have any
     right of action against the other party to this Agreement arising out of or
     in  connection  with any  draft,  agreement,  heads of terms,  undertaking,
     representation,  warranty,  promise, assurance or arrangement of any nature
     whatsoever,  whether or not in writing,  relating to the subject  matter of
     this Agreement made or given by any person at any time prior to the date of
     this  Agreement  except to the extent that it is repeated in this Agreement
     or any of the agreements and documents referred to herein.

12.3 This Agreement may only be varied in writing signed by each of the parties.

13.  ASSIGNMENT

     Neither party shall assign, or declare a trust over, all or any part of the
     benefit of, or its rights or benefits  under,  this  Agreement  without the
     prior written consent of the other party.

14.  ANNOUNCEMENTS

14.1 No  announcement  concerning the matters  contemplated by this Agreement or
     any  ancillary  matter  shall be made by  either  party  without  the prior
     written  approval of the other party,  that approval not to be unreasonably
     withheld or delayed.  This sub-clause  does not apply in the  circumstances
     described in Clause 14.2 and Clause 14.3.

14.2 Either  party  may,  after  consultation  with  the  other  party,  make an
     announcement  concerning the matters  contemplated by this Agreement or any
     ancillary matter if required by:

     (A)  law or regulation; or

                                       9


     (B)  any securities  exchange or regulatory or  governmental  body to which
          that  party  is  subject  or  submits,  wherever  situated,  including
          (amongst  other bodies) the UKLA,  the Stock  Exchange,  the Financial
          Services  Authority or the Panel on Takeovers and Mergers,  whether or
          not the requirement has the force of law.

14.3 SVG Capital shall be entitled to make an announcement or disclosure  solely
     of the  provisions  of Clauses 5.1, 5.2 and 5.3 (but not Clause 5.4) in its
     discretion.

14.4 The  restrictions  contained  in this clause shall apply  without  limit in
     time.

15.  COSTS AND EXPENSES

     Each  party  shall  pay its own,  including  its own  adviser's,  costs and
     expenses  in  relation  to  the  negotiation,  preparation,  execution  and
     carrying into effect of this Agreement.

16.  COUNTERPARTS

16.1 This  Agreement may be executed in any number of  counterparts,  and by the
     parties on separate  counterparts,  but shall not be  effective  until each
     party has executed at least one counterpart.

16.2 Each counterpart  shall  constitute an original of this Agreement,  but all
     the counterparts shall together constitute but one and the same instrument.

17.  CHOICE OF GOVERNING LAW

     This  Agreement is governed by, and shall be construed in accordance  with,
     English law.

18.  JURISDICTION

18.1 The  courts of  England  are to have  jurisdiction  to settle  any  dispute
     arising out of or in connection with this Agreement. Any proceeding,  suit,
     claim  or  action  arising  out of or in  connection  with  this  Agreement
     ("Proceedings") may therefore be brought in the English courts.

18.2 Nothing  contained  in this clause shall limit the right of a party to take
     Proceedings  against the other party in any other court or in the courts of
     more than one jurisdiction at the same time.

19.  AGENT FOR SERVICE

19.1 The  Subscriber   irrevocably  appoints  Permira  Advisers  Limited  of  20
     Southampton  Street,  London  WC2E 7QH to be its agent for the  receipt  of
     service of process in England  with  respect to any  Service  Document.  It
     agrees  that  any  Service  Document  may be  effectively  served  on it in
     connection with Proceedings in England and Wales by service on its agent.

19.2 Any  Service  Document  shall be deemed to have been duly  served  upon the
     Subscriber if marked for the  attention of the Managing  Partner of Permira
     Advisers  Limited at 20 Southampton  Street,  London WC2E 7QH or such other
     address within England and Wales as may be notified to the party wishing to
     serve the Service Document and:

                                       10

     (A)  left at the specified address; or

     (B)  sent to the specified address by first class post.

     In the case of (A), the Service  Document  will be deemed to have been duly
     served when it is left. In the case of (B), the Service  Document  shall be
     deemed to have been duly served three clear days after the date of posting.

19.3 If the agent  described in Clause 19.1 at any time ceases for any reason to
     act as such,  the  Subscriber  shall appoint a replacement  agent having an
     address for service in England or Wales and shall notify the Company of the
     name and address of the  replacement  agent.  Failing such  appointment and
     notification,  the Company shall be entitled by notice to the Subscriber to
     appoint  a  replacement  agent  to act on  behalf  of the  Subscriber.  The
     provisions of this clause  applying to service on an agent apply equally to
     service on a replacement agent.

19.4 A copy of any Service  Document served on an agent shall be sent by post to
     the  Subscriber.  Failure  or delay in so doing  shall  not  prejudice  the
     effectiveness of service of the Service Document.

19.5 "Service  Document" means a claim form, order or judgment issued out of the
     courts of England and Wales/document  relating to or in connection with any
     Proceedings.

                                       11

                                   SCHEDULE 1
                       (Notice of Annual General Meeting)


NOTICE is hereby given that the ninth Annual General  Meeting of SVG Capital plc
will be held at 12.00 noon on Monday, 25 April 2005 at 111 Strand,  London, WC2R
0AG, to consider and, if thought fit, pass the following  resolutions,  of which
resolutions 1 to 12 will be proposed as Ordinary  Resolutions and resolutions 13
and 14 will be proposed as Special Resolutions:

1.     (a)     That the  Operating  Agreement,  as  described in Part III of the
               circular to shareholders dated (xx) 2005, be approved.

       (b)     That the  investment  policy of the Company be changed as set out
               in the letter  from the  Chairman of the Company in Part I of the
               circular  to   shareholders   dated  (xx)  2005.

       (c)     That the Subscription  Agreement, as described in Part III of the
               circular to  shareholders  dated (xx) 2005,  and the issue of the
               New Shares on the terms set out in the Subscription Agreement, be
               approved.


       (d)     That Damon Buffini be elected as Director of the Company.

2.   That the Report of the  Directors  and the  Accounts  for the year ended 31
     December 2004 be adopted.

3.   That the Directors' Remuneration Report for the year ended 31 December 2004
     be adopted.

4.   That Charles Sinclair be elected as a Director of the Company.

5.   That Francis Finlay be elected as a Director of the Company.

6.   That Anthony Habgood be re-elected as a Director of the Company.

7.   That Edgar Koning be re-elected as a Director of the Company.

8.   That Nicholas Ferguson be re-elected as a Director of the Company

9.   That Ernst & Young LLP be re-appointed as Auditors of the Company.

10.  That the Board be authorised to agree the Auditors' remuneration.

11.  That the aggregate  limit of all fees payable to  Directors,  as set out in
     Article  1(F) of the  Company's  Articles of  Association,  be increased to
     GBP600,000.

12.  That, in substitution  for the authority  granted at the Company's
     Annual  General  Meeting held on 29 April 2004,  the Board be and is hereby
     generally  and  unconditionally  authorised  to exercise  all powers of the
     Company to allot relevant  securities  (within the meaning of Section 80 of
     the Companies Act 1985):

                                       12

     (A)  up to an aggregate nominal amount of  GBP(1,225,298)  (equivalent to 1
          per cent. of the issued  ordinary share capital of the Company as at *
          March 2005) in  connection  with the SVG Capital plc  Executive  Share
          Option Plan 2001; and

     (B)  up to an aggregate  nominal amount of  GBP(40,843,284)  (equivalent to
          one-third of the issued  ordinary share capital of the Company as at *
          March 2005),

which  authority  shall  expire at the  conclusion  of the next  Annual  General
Meeting of the Company after the passing of this resolution  (unless  previously
revoked or varied by the Company in general  meeting)  save that the Company may
before  such  expiry make an offer or  agreement  which  would or might  require
relevant  securities  to be  allotted  after such expiry and the Board may allot
relevant  securities  in  pursuance  of such an  offer  or  agreement  as if the
authority conferred hereby had not expired.

13.  That, in  substitution  for the authority  granted at the Company's  Annual
     General  Meeting  held  on 29  April  2004,  the  Board  be and  is  hereby
     empowered,  pursuant  to Section  95 of the  Companies  Act 1985,  to allot
     equity  securities  (within  the meaning of Section 94 of the said Act) for
     cash,  pursuant to the  authority  conferred by  resolution 12 above and/or
     where such  allotment  constitutes  an  allotment of equity  securities  by
     virtue of Section 94(3A) of the said Act, as if sub-section  (1) of Section
     89 of the said Act did not apply to any such allotment,  PROVIDED THAT this
     power shall be limited to:

     (A)  the allotment of equity  securities up to an aggregate  nominal amount
          of  GBP(1,225,298)  (equivalent to 1 per cent. of the issued  ordinary
          share  capital of the Company as at * March 2005) in  connection  with
          the SVG Capital plc Executive Share Option Plan 2001;

     (B)  the allotment of equity  securities in connection with a rights issue,
          open  offer or any  other  pre-emptive  offer in  favour  of  ordinary
          shareholders  (excluding  any  shareholder  holding shares as treasury
          shares) where the equity securities  respectively  attributable to the
          interests  of such  ordinary  shareholders  on a fixed record date are
          proportionate  (as  nearly  as may be) to the  respective  numbers  of
          ordinary  shares  held by them  (subject to such  exclusions  or other
          arrangements as the Board may deem necessary or expedient to deal with
          fractional  entitlements or legal or practical problems arising in any
          overseas  territory,  the requirements of any regulatory body or stock
          exchange or any other matter whatsoever); and

     (C)  the allotment  (otherwise than pursuant to sub-paragraphs  (A) and (B)
          above) of  equity  securities  up to an  aggregate  nominal  amount of
          GBP(12,252,985)  (equivalent  to 10 per  cent of the  issued  ordinary
          share capital of the Company as at * March 2005),

and shall expire at the  conclusion  of the next Annual  General  Meeting of the
Company after the passing of this  resolution,  save that the Company may before
such  expiry make an offer or  agreement  which  would or might  require  equity
securities  to be  allotted  after such  expiry  and the Board may allot  equity
securities in pursuance of such an offer or agreement as if the power  conferred
hereby had not expired.

                                       13

14.  That the Company be and is hereby generally and unconditionally  authorised
     in  accordance  with Section 166 of the  Companies  Act 1985 to make market
     purchases  (within  the meaning of Section 163 of the said Act) of ordinary
     shares of GBP1 each in the capital of the Company ("Shares"), provided
     that:

     (A)  the maximum number of Shares hereby  authorised to be purchased  shall
          be (18,367,224)  (equivalent to 14.99 per cent. of the issued ordinary
          share capital of the Company as at * March 2005);

     (B)  the minimum price which may be paid for a Share is GBP1.00;

     (C)  the maximum  price which may be paid for a Share is an amount equal to
          105 per cent.  of the average of the middle  market  quotations  for a
          Share taken from the London Stock Exchange Daily Official List for the
          five business days immediately preceding the day on which the Share is
          purchased;

     (D)  purchases  may only be made  pursuant to this  authority if the Shares
          are (at the date of the proposed purchase) trading on the London Stock
          Exchange at a discount to the net asset value;

     (E)  the authority  hereby  conferred shall expire at the conclusion of the
          next Annual  General  Meeting of the Company after the passing of this
          resolution unless such authority is renewed prior to such time; and

     (F)  the Company may make a contract to purchase Shares under the authority
          hereby  conferred  prior to the expiry of such authority which will or
          may be  executed  wholly  or  partly  after  the  expiration  of  such
          authority  and may make a  purchase  of  Shares  pursuant  to any such
          contract.

Registered Office:

31 Gresham Street
London EC2V 7QA

By Order of the Board
Schroder Investment Management Limited
Secretary
* 2005

                                       14


Explanatory Notes and Additional Information

1.     Explanatory Notes

The following  notes give an  explanation of the business to be conducted at the
Annual General Meeting to be held at 12.00 noon on Monday,  25 April 2005 at 111
Strand, London, WC2R 0AG.

Resolution 1 - The Proposals

As part of the proposed  arrangements with Permira (set out in further detail in
the  letter  from  the  Chairman  of the  Company  in Part I of this  document),
shareholder approval is sought to approve the Operating Agreement,  to amend the
investment policy of the Company,  to approve the Subscription  Agreement and to
appoint Damon Buffini to the Board. Summaries of the Operating Agreement and the
Subscription Agreement are set out in Part III of this document.

Resolutions 2 - 11

Relevant  information relating to Resolutions 2 to 11 is set out on page(s) (xx)
of the Company's 2004 Annual Report and Accounts.

Resolutions  12 and  13 -  Authority  to  allot  Shares  and  disapplication  of
pre-emption rights

At the  Annual  General  Meeting  of the  Company  held on 29  April  2004,  the
Directors were given powers (in  substitution for the powers taken at the Annual
General  Meeting of the Company in April 2003) to allot relevant  securities and
to allot equity securities as if the pre-emption  provisions in section 89(1) of
the Companies Act 1985 did not apply. Subject to the approval by shareholders of
Resolution  1, the powers given to the  Directors by those  resolutions  will be
used to allot and issue the New Shares pursuant to the Subscription Agreement.

The  Directors  wish to renew those  powers at the  forthcoming  Annual  General
Meeting. Resolutions 12 and 13 will be proposed at the Annual General Meeting as
ordinary and special resolutions respectively.

If passed,  Resolution 12 will give the  Directors  the power to allot  relevant
securities up to an aggregate nominal amount of (a)  GBP(1,225,298)  (equivalent
to 1 per cent. of the Company's issued ordinary share capital as at * March 2005
excluding  treasury  shares) in connection  with the Company's  Executive  Share
Option Plan; and (b)  GBP(40,843,284)  (equivalent to one-third of the Company's
issued ordinary share capital as at * March 2005 excluding treasury shares).

If passed,  Resolution 13 will give the Directors the power to allot (or, in the
case  of  treasury  shares,  sell)  equity  securities  as  if  the  pre-emption
provisions in section 89(1) of the Companies Act 1985 did not apply (a) up to an
aggregate  nominal  amount of  GBP(1,225,298)  (equivalent to 1 per cent. of the
Company's  issued  ordinary share capital as at * March 2005) in connection with
the  Company's  Executive  Share Option Plan;  (b) pursuant to rights issues and
other  pre-emptive  issues;  and  (c)  up  to an  aggregate  nominal  amount  of
GBP(12,252,985)  (equivalent  to 10 per cent. of the Company's  issued  ordinary
share capital as at * March 2005).

                                       15

The  Directors  are  seeking  the  authority  referred  to in  paragraph  (C) of
Resolution  13 in  order  to  provide  flexibility  in  raising  monies  to take
advantage  of  opportunities  arising  through the launch of new funds,  and for
general  corporate  purposes.  It is the  intention of the Board that any equity
securities  allotted (or, in the case of any treasury  shares,  sold) under this
authority  will be allotted,  or sold, at an effective  premium to the estimated
net asset  value per  ordinary  share at the date of pricing of the issue of the
relevant equity securities.

The Directors  intend to exercise the authority  referred to in paragraph (B) of
Resolution 12 generally to issue relevant securities whenever they believe it is
advantageous to shareholders to do so.

The Directors  intend to exercise the authority  referred to in paragraph (A) of
Resolution  12 and  paragraph (a) of Resolution 13 to grant options under part D
of the Company's Executive Share Option Plan 2001 to individuals seconded to the
Company or its subsidiaries (which, for this purpose,  includes joint ventures).
Options  granted  pursuant to this  authority  will  nevertheless  count towards
limits on the number of new ordinary  shares which may be issued pursuant to the
exercise of options.

The authorities  proposed to be taken under  Resolutions 12 and 13 will lapse at
the conclusion of the Company's  Annual General Meeting in 2006,  unless renewed
earlier.

Resolution 14 - Purchase of own Shares

The Directors  have not used the authority  given to them at the Annual  General
Meeting of the  Company  held on 29 April 2004 to purchase  any of the  ordinary
shares of the Company.

The total number of shares in issue on * March 2005 was (122,529,853) shares. To
provide  maximum  flexibility,  the  Directors  wish to renew the  authority  to
purchase  shares for  cancellation.  A resolution  authorising  the Directors to
purchase  up to 14.99 per cent.  of the share  capital  in issue on * March 2005
will be proposed at the Annual General Meeting as a special resolution.

This  authority  will lapse at the  conclusion of the Company's  Annual  General
Meeting  in 2006,  unless  renewed  earlier.  The  Directors  currently  have no
intention to utilise this authorisation.

As at * March 2005,  the Company  held no shares in treasury.  Accordingly,  the
relevant  percentage  figures  in this  and  other  parts of this  document  are
calculated exclusive of treasury shares.

The total number of options to subscribe for ordinary  shares  outstanding  at *
March  2005 was *, which  represented  approximately  * per cent.  of the issued
ordinary share capital at that date. If the Company were to purchase the maximum
number of ordinary  shares  permitted by this resolution and by the existing buy
back  authority  given at the Annual  General  Meeting of the Company held on 29
April 2004 (for 16,887,010 shares) then the options  outstanding at * March 2005
would represent  approximately * per cent. of the issued ordinary share capital.
However,  the  directors  do not  presently  intend  to  exercise  the  existing
authority prior to its expiry on 25 April 2005.

                                       16

2.     Additional Information

An ordinary  Shareholder  entitled to attend and vote at the meeting is entitled
to appoint  one or more  proxies  to attend and  (insofar  as  permitted  by the
Company's Articles of Association) to vote instead of him.

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the
Company has specified that only those Shareholders registered in the Register of
Members of the Company at 6.00 p.m. on 23 April 2005 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 6.00 p.m.  on 23
April 2005 shall be disregarded in determining the right of any person to attend
and vote at the meeting.

A proxy  need  not be a  member.  A form  of  proxy  is  enclosed  for  ordinary
shareholders which should be completed and returned to the Company's  registrar,
Lloyds TSB Registrars,  The Causeway,  Worthing,  West Sussex BN99 6LE not later
than 48 hours  before the time fixed for the  meeting.  Completion  of the proxy
will not preclude an ordinary shareholder from attending and voting in person.

Shareholders   who  prefer  to   register   the   appointment   of  their  proxy
electronically  via the  internet can do so through the  registrars'  website at
www.sharevote.co.uk  where full  instructions are given. The personal  reference
number, card ID and account number printed on the proxy form will be required. A
proxy appointment made  electronically  will not be valid if sent to any address
other than those  provided  or if  received  after  12.00 noon on 23 April 2005.
Please note that any communication found to contain a computer virus will not be
accepted.

Copies  of the  terms  and  conditions  of  appointment  of the  (non-executive)
Directors and, in accordance with the  requirements of the Companies Act 1985, a
statement of all  transactions  of each Director and of his family  interests in
the shares of the Company will be available for  inspection by any member of the
Company at the registered office of the Company, 31 Gresham Street,  London EC2V
7QA, during normal business hours on any weekday (Saturdays,  Sundays and public
holidays  excepted)  and by any person  attending  the Annual  General  Meeting,
during the continuance of the Meeting.  None of the Directors have a contract of
service with the Company.

Profiles of each of the persons offering  themselves for election or re-election
as Directors (other than Damon Buffini) are set out in the Company's 2004 Annual
Report and  Accounts.  Biographical  details of Damon Buffini are set out in the
letter from the Chairman of SVG Capital in Part I of this document.

CREST  members  who  wish to  appoint  a proxy  or  proxies  through  the  CREST
electronic  proxy  appointment  service may do so for the Annual General Meeting
and any  adjournment(s)  thereof by using the procedures  described in the CREST
Manual. CREST Personal Members or other CREST sponsored members, and those CREST
members who have appointed a voting service  provider(s),  should refer to their
CREST  sponsor  or  voting  service  provider(s),  who  will be able to take the
appropriate action on their behalf.

                                       17


In order for a proxy  appointment or instruction made using the CREST service to
be valid, the appropriate  CREST message (a "CREST Proxy  Instruction")  must be
properly  authenticated  in accordance  with CRESTCo's  specifications  and must
contain the  information  required  for such  instructions,  as described in the
CREST Manual. The message,  regardless of whether it constitutes the appointment
of a proxy or to an amendment to the instruction given to a previously appointed
proxy must,  in order to be valid,  be  transmitted  so as to be received by the
issuer's  agent (ID 7RA01) by the latest time for receipt of proxy  appointments
specified above.  For this purpose,  the time of receipt will be taken to be the
time (as  determined  by the time  stamp  applied  to the  message  by the CREST
Applications Host) from which the issuer's agent is able to retrieve the message
by  enquiry  to CREST in the  manner  prescribed  by CREST.  After this time any
change of instructions to proxies appointed through CREST should be communicated
to the appointee through other means.

CREST members and,  where  applicable,  their CREST  sponsors or voting  service
providers should note that CRESTCo does not make available special procedures in
CREST for any particular  messages.  Normal system timings and limitations  will
therefore apply in relation to the input of CREST Proxy Instructions.  It is the
responsibility of the CREST member concerned to take (or, if the CREST member is
a CREST  personal  member or sponsored  member or has appointed a voting service
provider(s),  to procure that his CREST  sponsor or voting  service  provider(s)
take(s))  such  action  as  shall be  necessary  to  ensure  that a  message  is
transmitted  by  means  of the  CREST  system  by a  particular  time.  In  this
connection,  CREST members and, where applicable, their CREST sponsors or voting
service  providers are referred,  in particular,  to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy  Instruction in the circumstances
set out in  regulation  35(5)(a) of the  Uncertificated  Securities  Regulations
2001.

                                       18

                                   SCHEDULE 2
                             (Forms of undertaking)

Part 1 - Form of  undertaking  to be  provided  by any  beneficiary  of security
pursuant to clause 5.2(C)

"THIS DEED dated ( ), is given in respect of a subscription  agreement dated ( )
March  2005  between   Permira   Capital   Limited  and  SVG  Capital  plc  (the
"Agreement").

Words and  expressions  defined in the Agreement have the same meaning when used
in this Deed.

The Subscriber wishes to grant security in the form of (insert brief description
of security) in respect of (number) New Shares (the "Secured  Shares") in favour
of (full name and details of person entering into the Deed) (the "Security").

Accordingly,  (name of person  entering  into  Deed)  hereby  undertakes  to the
Company that:

     (A)  with effect on and from  (insert  date on which the  security is to be
          granted)  until the date on which the Operating  Agreement  terminates
          or, if earlier,  the date on which the Subscriber is released from the
          provisions of clause 5 of the  Agreement,  it shall be bound by clause
          5.1 of the Agreement as if it were the  Subscriber  and had been party
          originally to the Agreement in that capacity, save that the provisions
          of clause  5.2(C)  of the  Agreement  shall  not at any time  apply in
          respect of (name of person entering into Deed); and

     (B)  it shall  notify the Company  promptly  in writing  upon it taking any
          steps to enforce the Security (or any part thereof) over any or all of
          the  Secured  Shares at any time.

     The address for notices of (name of person  entering into the Deed) for the
     purposes of this Deed is:

    (              ),


     and the provisions of clause 7 of the Agreement shall apply to this Deed as
     if set out herein mutatis mutandis.

     This document takes effectas a deed.

     This Deed is governed by English law.

     (Insert appropriate execution language for person entering into the Deed.)

     Acknowledged.

     SVG Capital plc

     by: (          )"

                                       19

Part 2 - Form of  undertaking  to be provided
          by any wholly owned  subsidiary of PHL pursuant to clause 5.2(D)

"THIS DEED dated ( ), is given in respect of a subscription  agreement dated
          ( ) March 2005  between  Permira  Capital  Limited and SVG Capital plc
          (the "Agreement").

Words and  expressions  defined in the Agreement have the same meaning when used
in this Deed.

The  Subscriber  wishes to  transfer  all of the New  Shares  to (full  name and
details of person entering into the Deed).

(Name of person  entering into the Deed)  warrants to the Company as at the date
of this Deed that the  entire  issued  and  allotted  share  capital of (name of
person  entering  into the Deed) is held by PHL or by one or more  wholly  owned
subsidiaries of PHL.

(Name of person  entering  into the Deed) hereby  undertakes to the Company that
with  effect on and from the date  hereof it shall be bound by clause 5.1 of the
Agreement  as if it were the  Subscriber  and had been party  originally  to the
Agreement in that capacity, and, accordingly,  (name of person entering into the
Deed) hereby  agrees that if, at any time after the date hereof,  it shall cease
to be a wholly owned subsidiary (directly or indirectly) of PHL, it shall, prior
to its  ceasing  to be such a member of the PHL Group,  transfer  all of the New
Shares to another wholly owned subsidiary (directly or indirectly) of PHL on the
terms set out in clause 5.2(D) of the Agreement.

The  address  for  notices  of (name of person  entering  into the Deed) for the
purposes of this Deed is:

(              ),

and the  provisions of clause 7 of the Agreement  shall apply to this Deed as if
set out herein mutatis mutandis.

This document takes effect as a deed.

This Deed is governed by English law.

(Insert appropriate execution language for person entering into the Deed.)

Acknowledged.

SVG Capital plc

by: (          )"

                                       20


Signed by                     )
SVG CAPITAL PLC               )     Andrew C. Williams (signed)
acting by:                    )

Name:  Andrew Christopher Williams
Director


Signed by                    )
PERMIRA CAPITAL LIMITED      )     John M. Marren (signed)
acting by:                   )

Name: John M. Marren
Director

                                       21


                                                                   Exhibit 4.16

                              DATED 21 MARCH 2005



                            PERMIRA CAPITAL LIMITED

                                    - and -

                                SVG CAPITAL PLC


                          ___________________________
                             SUBSCRIPTION AGREEMENT
                           __________________________





                               Slaughter and May
                                One Bunhill Row
                                London EC1Y 8YY
                                   (RRO/ADJ)


                               TABLE OF CONTENTS



1.       DEFINITIONS                                       1

2.       CONDITIONS                                        3

3.       SUBSCRIPTION                                      4

4.       COMPLETION                                        4

5.       LOCK UP                                           5

6.       WARRANTIES                                        6

7.       NOTICES                                           7

8.       REMEDIES AND WAIVERS                              8

9.       NO PARTNERSHIP AND CONFLICT                       8

10.      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999      9

11.      FURTHER ASSURANCE                                 9

12.      ENTIRE AGREEMENT                                  9

13.      ASSIGNMENT                                        9

14.      ANNOUNCEMENTS                                     9

15.      COSTS AND EXPENSES                                10

16.      COUNTERPARTS                                      10

17.      CHOICE OF GOVERNING LAW                           10

18.      JURISDICTION                                      10

19.      AGENT FOR SERVICE                                 10

SCHEDULE 1 (Notice of Annual General Meeting)              12

SCHEDULE 2 (Forms of undertaking)                          19



THIS AGREEMENT is made on 21 March 2005 BETWEEN:

1.   PERMIRA HOLDINGS LIMITED, registered in Guernsey under registered no. 40432
     and whose registered  office is at Trafalgar Court, Les Banques,  St. Peter
     Port, Guernsey ("PHL"); and

2.   SVG  CAPITAL  PLC,  registered  in  England  under  no.  3066856  and whose
     registered office is at 31 Gresham Street, London EC2V 7QA ("SVG Capital").

WHEREAS:

     (A)  The parties have agreed that it is mutually  desirable and  beneficial
          for SVG Capital and Permira to build upon their existing  relationship
          by  facilitating  the  opportunity  for the SVG Group to invest as the
          cornerstone  investor in future funds and  products  raised by Permira
          and to be advised by the Permira Advisory Entities.

     (B)  Accordingly,  the  parties  wish to record the terms upon which it has
          been agreed that members of the SVG Group will have  access,  and make
          commitments, to Permira Funds and Permira Products.

     (C)  The  parties  also wish to provide for SVG Capital to give and receive
          the benefit of certain  undertakings  in respect of Permira  Funds and
          Permira Products and related issues.

     (D)  On completion of the Subscription Agreement,  PCL will subscribe,  and
          SVG Capital will allot,  6,000,000  ordinary  shares in the capital of
          SVG Capital (the "Shares") on the terms set out in that agreement.

     1.  Interpretation

     1.1 In this Agreement:

<TABLE>
<CAPTION>
<S>      <C>                          <C>


         "Annual General Meeting"     has the same meaning as set out in the
                                      Subscription Agreement;


         "Business Day"               means a day (other than a Saturday or
                                      Sunday) on which banks are generally open
                                      for business in England and Guernsey;

         "Code"                       has the meaning given in clause 5.2(A);

         "Existing Fund Commitments"  means all those uncalled commitments,
                                      understandings and other arrangements
                                      (whether or not legally binding) made
                                      prior to the date of this Agreement by or
                                      on behalf of any member of the SVG Group
                                      to invest in any fund or product that is
                                      set out in Schedule 2;

                                       1



       "General Partner"              means any  member of Permira  which  acts
                                      as general  partner to a Permira  Fund;

       "Gross  Assets"                in  respect of SVG Capital, means the
                                      aggregate of consolidated  gross assets of
                                      the SVG  Group  and  uncalled  commitments
                                      of the SVG  Group  at the relevant time;


        "Investment Objective"        means the investment objective of SVG
                                      Capital to be put to the shareholders of
                                      SVG Capital for approval at the Annual
                                      General Meeting and which is set out in
                                      clause 3.5;

        "IP Licence  Agreement"       means  the  trade  mark  licence  between
                                      Permira  Advisers Limited  and  Permira
                                      I.P.  Limited  dated 28  August  2003
                                      relating, inter alia, to the name
                                      "Permira";


        "Japan  Fund"                 means any fund managed or advised by MKS
                                      Consulting  KK (or any other member of the
                                      MKS group), the principal investment
                                      policy of which is to make  private
                                      equity  investments  in Japan;

      "Life Sciences Fund IV"         means the follow on fund to  International
                                      Life Sciences III, to be known as
                                      "International  Life Sciences Fund IV"
                                      (or a similar name),  to be managed or
                                      advised by SV Life  Sciences  and to be
                                      established to invest in a diversified
                                      portfolio of life sciences
                                      companies principally in the United
                                      States of America and Europe;


       "Liquid Securities"            means liquid or easily realisable stocks, shares,
                                      bonds, treasury bills and other securities admitted to
                                      any investment or stock exchange anywhere in the world
                                      and any cash, bank deposits, money market accounts and
                                      cash equivalents including, without limitation, cash
                                      at bank and in hand and interest accrued on the
                                      foregoing;

      "Long-Stop Date"                means the date falling 20 Business Days after the
                                      Annual General Meeting;

      "P123"                         means the product known as P123 designed, managed and
                                     advised by members of the SVG Group to acquire,
                                     whether by secondary purchase or as subscriber,
                                     limited partner or other capital interests in all or
                                     some of the Permira Europe Funds;

                                       2

      "P1234"                        means the product or products to be established from
                                     time to time as a successor to P123, under whatever
                                     name or names, and to be managed or advised by members
                                     of the SVG Group, to acquire solely, whether by
                                     secondary purchase or as subscriber, limited partner
                                     or other capital interests in all or some of the
                                     Permira Europe Funds and Permira Europe V;

       "PAE Agreement"               means the operating agreement dated the same date as
                                     this Agreement and made between SVG Capital and the
                                     Permira Advisory Entities relating, inter alia, to
                                     certain undertakings regarding Permira Funds and
                                     Permira Products;

       "PAE Entities"                means, in respect of each Permira Advisory Entity, its
                                     subsidiaries and subsidiary undertakings from time to
                                     time, or any of them;

       "PCL"                         means Permira Capital Limited, registered in Guernsey
                                     under registered no.42908;

       "Permira" or
          "Permira Entities"         means the international network of entities providing
                                     management, advisory or consultancy services to, or
                                     conducting the business of designing, managing or
                                     advising, private equity and other funds or products
                                     under the overall business name "Permira" (or, if such
                                     network is rebranded, under such rebranded name),
                                     including, without limitation, PHL, each of the other
                                     members of the PHL Group, each Permanent Advisory
                                     Entity and each PAE Entity, and "Permira Entity" shall
                                     mean any one of them;

      "Permira Advisory Entities"    means those Permira Entities details of which are set
                                     out in Schedule 1;

       "Permira Director"            has the meaning given in clause 4.10(B);

       "Permira Europe Funds"        means the Permira Funds known as Permira Europe I,
                                     Permira Europe II and Permira Europe III and Permira
                                     Europe IV;

       "Permira Europe IV"           means the Permira Fund to be established as a follow
                                     on or successor fund to the Permira Fund known as
                                     Permira Europe III;

                                       3


       "Permira Europe V"            means the Permira Fund to be established as a follow
                                     on or successor fund to Permira Europe IV;

       "Permira Funds"               means those private equity funds or products designed,
                                     managed or advised by any Permira Entity from time to
                                     time in respect of which equity funding is obtained,
                                     or to be obtained, in whole or in part, from persons
                                     other than Permira Entities or any Permira
                                     Preferential Investor;

       "Permira MAC"                 means a public financial scandal involving, or the
                                     commencement of any material litigation or criminal
                                     proceedings (which counsel advises has a reasonable
                                     chance of success) alleging fraud against, any or all
                                     of the Permira partners or any Permira Entity, in each
                                     case, which either materially adversely affects the
                                     business of Permira or gives rise to a material
                                     adverse change in the public or market perception or
                                     reputation of Permira;

       "Permira Name"                means the name "Permira" and the unregistered trade
                                     marks, registered trade marks and any applications for
                                     trade mark registrations, and any domain names, which
                                     are the subject of the IP Licence Agreement;

       "Permira Nominee"            has the meaning given in clause 4.10(A);


       "Permira Preferential
                Investors"          means any of the following:

                                    (1)  any current or former partners and executives
                                         of any Permira Entity at the relevant time,
                                         any of their respective family members and
                                         any trust or similar arrangement of which the
                                         only beneficiaries are one or more of any
                                         such persons or any charity; or

                                    (2)  Permira Investments Limited, any
                                         co-investment scheme or any similar vehicle
                                         established to facilitate the investment in
                                         Permira Funds or Permira Products by any
                                         person, trust or similar arrangement referred
                                         to in (1) above;

                                       4

                                    (3)  any current or former senior executive of any
                                         current or former investee company of any
                                         Permira Fund or Permira Product at the
                                         relevant time (and his respective family
                                         members) or any trust or similar arrangement
                                         of which the only beneficiaries are one or
                                         more of any such persons or any charity;

                                    (4)  any investor or potential investor in respect
                                         of which PHL, acting reasonably, has reason
                                         to believe, at the relevant time, that the
                                         inclusion of such person as an investor in
                                         any Permira Fund or Permira Product will or
                                         may provide a strategic relationship or
                                         benefit in respect of potential investment
                                         opportunities for that Permira Fund or
                                         Permira Product; or

                                    (5)  any entity or arrangement established solely
                                         to facilitate investments in any Permira Fund
                                         or Permira Product by or for the benefit
                                         solely of any person or persons referred to
                                         in (3) and (4) above;

       "Permira Products"            means any fund or product (excluding Permira Funds but
                                     including, for the avoidance of doubt, debt or
                                     mezzanine funds) designed, managed or advised by any
                                     Permira Entity from time to time, in respect of which
                                     equity funding is obtained, or to be obtained, in
                                     whole or in part, from persons other than Permira
                                     Entities or any Permira Preferential Investor;

       "Permitted Permira Investors" means any of the following:

                                    (A)     any Permira Preferential Investor; or

                                    (B)     any person which is at the relevant time an
                                            investor in an existing or former Permira
                                            Fund or Permira Product (or any person
                                            related or associated with such investor);

                                       5


       "Permitted Permira Products" means:

                                    (A)     any vehicle, entity or arrangement referred
                                            to in paragraph (2) or paragraph (5) of the
                                            definition of "Permira Preferential
                                            Investor" above;

                                    (B)     any entity or arrangement established solely
                                            to facilitate the investment in investment
                                            transactions alongside any Permira Fund or
                                            Permira Product by any person which is at
                                            the relevant time an investor in such
                                            Permira Fund or Permira Product (or any
                                            person related or associated with such
                                            investor);

                                    (C)     subject to the provisions of clause 4.8, any
                                            entity, the form of which is consistent with
                                            market practice at the relevant time in
                                            respect of the structuring of funds and
                                            products that are comparable with the
                                            relevant Permira Fund or Permira Product,
                                            which, pursuant to the legal agreements
                                            governing the terms of the relevant Permira
                                            Fund or Permira Product, either forms part
                                            of, or invests as part of, the relevant
                                            Permira Fund or Permira Product, or operates
                                            as a conduit into any entity forming part,
                                            or investing as part, of the relevant
                                            Permira Fund or Permira Product;

       "PHL Group"                          means PHL and its subsidiaries and subsidiary
                                            undertakings from time to time, or any of them;

       "Proceedings"                        has the meaning given in clause 18.1;

       "Proposed Date"                      has the meaning given in clause 4.1(A);

       "Relevant Date"                      has the meaning given in clause 3.4(A);

       "s842 of ICTA"                       means section 842 of the Income and Corporate Taxes
                                            Act 1988, as amended from time to time, or any
                                            statutory provision enacted in substitution therefor
                                            or in replacement thereof;

       "Sapphire"                           means the feeder vehicle designed by members of the
                                            SVG Group for investment in the Permira Fund known as
                                            Permira Europe II;

                                        6
       "Sapphire 4"                         means feeder vehicles or products designed, managed or
                                            advised by members of the SVG Group as a successor to
                                            Sapphire from time to time for investment solely in
                                            Permira Europe IV or Permira Europe V;

       "Scaled-Back Amount"                 means, if the SVG Final Amount ("B") is less than the
                                            SVG Capital Commitment in respect of Permira Europe IV
                                            ("A") for the reasons set out in the proviso to clause
                                            4.1, the amount equal to "X" where: X = A - B;

       "Service Document"                   has the meaning given in clause 19.5;

       "Shares"                             has the meaning given in recital (D) above;

       "Specified Commitments"              has the meaning given in clause 4.1(C);"

       "Subscription Agreement"             means the subscription agreement dated the same date
                                            as this Agreement and made between SVG Capital and PCL
                                            relating to the subscription and allotment of the
                                            Shares;

       "SV Investment Fund II"              means the follow on fund to Schroder Ventures US Fund,
                                            to be known as "SV Investment Fund II" (or a similar
                                            name), to be managed or advised by SVP LLC and to be
                                            established to invest in a diversified portfolio of
                                            management buy-out and development capital investments
                                            principally in the United States of America;

       "SVG Capital Commitment"             has the meaning given in clause 4.1(C);

       "SVG Final Amount"                   means the aggregate amount committed by SVG Capital to
                                            Permira Europe IV at final close of Permira Europe IV
                                            (excluding, for the avoidance of doubt, any amounts
                                            committed to Permira Europe IV by any other member of
                                            the SVG Group and any SVG Product) following the
                                            application of any relevant scaling-back procedures in
                                            accordance with the proviso to clause 4.1;

       "SVG Group"                          means SVG Capital and its subsidiaries and subsidiary
                                            undertakings (including, for this purpose, the
                                            Platinum Trust) from time to time, or any of them;

                                       7

       "SVG Group and Product Commitment"   has the meaning given in clause 4.1(C);

       "SVG Products"                       means any private equity fund or product, any
                                            structured fund or product or any other fund or
                                            product for quoted or unquoted investment (including,
                                            without limitation, any fund of funds), in each case,
                                            managed or advised by any member of the SVG Group from
                                            time to time, (including, without limitation, P123,
                                            P1234 and Sapphire 4) for so long as a member of the
                                            SVG Group is the adviser thereto or manager thereof;

       "SVG Unrestricted Investments"       means:

                                           (1) investments made in Permira Funds or Permira
                                               Products;

                                           (2) commitments and contributions of up to
                                               US$120 million made to the SV Investment Fund
                                               II;

                                           (3) commitments and contributions of up to
                                               US$50million made to the Life Sciences Fund
                                               IV;

                                           (4) commitments and contributions made in respect
                                               of the performance of all other Existing Fund
                                               Commitments;

                                           (5) commitments and contributions made to any
                                               Japan Fund;

                                           (6) any investments made in Liquid Securities as
                                               part of the ongoing cash management of the
                                               uncommitted or uncalled capital of the SVG
                                               Group; and

                                          (7)  any other investment or commitment made with
                                               the prior written consent of PHL;

       "UKLA"                              has the meaning given in clause 13.2(B); and

       "Warehoused Investment"             has the meaning given in clause 3.2(H).


</TABLE>

                                       8






1.2  In this Agreement, unless otherwise specified:

     (A)  use of the singular shall include the plural and vice versa;

     (B)  use of any gender includes the other genders;

     (C)  references  to a  "company"  shall be  construed  so as to include any
          company,  corporation  or other body  corporate,  wherever and however
          incorporated or established  (including,  without  limitation,  a unit
          trust or equivalent entity);

     (D)  references  to a "person"  shall be  construed  so as to  include  any
          individual,  firm,  company,  government,  state or agency of a state,
          local or municipal  authority or government body or any joint venture,
          association  or  partnership  (whether  or not having  separate  legal
          personality);

     (E)  references to "in writing" or "written"  shall  include  references to
          any  method of  representing  or  reproducing  words in a legible  and
          non-transitory form (including by e-mail); and

     (F)  a reference to any other  document  referred to in this Agreement is a
          reference to that other document as amended, varied or supplemented at
          any time.

2. Conditions

The obligations of the parties under this Agreement, save for clauses 3.5, 4.4,
4.5, 4.8, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 5 to 19, are
conditional upon:

     (A)  SVG Capital  despatching,  in accordance with clause 3.5, the circular
          to shareholders described in clause 3.5(A)(i); and

     (B)  completion occurring under the Subscription Agreement.

3.   Commitments from SVG Capital

3.1  SVG Capital  agrees that it will,  or it will procure that other members of
     the SVG Group will,  through  direct  investment  or through SVG  Products,
     subject to the cash flow projections of the SVG Group at the relevant time,
     agreement  on  terms,  due  diligence  and the  approval  (in its  absolute
     discretion) of the board of directors of SVG Capital (and in respect of any
     commitment to be made by any member of the SVG Group or by any SVG Product,
     the approval of the board of  directors  of the relevant  member of the SVG
     Group or other relevant party on behalf of the relevant SVG Product),  make
     contributions  and commitments to Permira Europe IV, such commitments to be
     made in  accordance  with the terms of clause 4. SVG  Capital  acknowledges
     that, as at the date of this Agreement,  it expects that the  contributions
     and commitments to Permira Europe IV referred to above will be in the range
     of EUR1.2 billion to EUR1.9 billion. SVG Capital also expects that, subject
     to the  cash  flow  projections  of the SVG  Group  at the  relevant  time,
     agreement  on  terms,  due  diligence  and the  approval  (in its  absolute
     discretion) of the board of directors of SVG Capital (and in respect of any
     commitment to be made by any member of the SVG Group or by any SVG Product,
     the approval of the board of  directors  of the relevant  member of the SVG
     Group or other relevant  party on behalf of the relevant SVG Product),  SVG
     Capital and other members of the SVG Group,  through  direct  investment or
     through SVG Products,  will make  contributions  and commitments to Permira
     Europe V in accordance with clause 4 when that fund is raised.

                                       9



3.2 SVG Capital  agrees that it shall not make, and shall procure that no other
     member of the SVG Group shall make,  directly or  indirectly  (including by
     making  investments  in any SVG Product),  any  investments  in any private
     equity fund or product for direct investment, save for:

     (A)  investments  made  in,  or  co-investments   alongside,   directly  or
          indirectly, Permira Funds or Permira Products;

     (B)  the making of commitments and contributions of up to US$120 million to
          the SV Investment Fund II;

     (C)  the making of commitments and  contributions of up to US$50 million to
          the Life Sciences Fund IV;

     (D)  the performance of all other Existing Fund Commitments;

     (E)  the making of commitments and contributions to any Japan Fund;

     (F)  the making of commitments  and  contributions  to any SVG Products (or
          any other products designed by any member of the SVG Group) which are,
          or which are to be,  invested  exclusively  (save for  investments  in
          Liquid  Securities as part of the cash  management of such SVG Product
          (or such other product) made pending such investment) in Permira Funds
          or Permira Products;

     (G)  with  effect  from  the  Relevant  Date,   the  making,   directly  or
          indirectly,  of  commitments,   contributions  or  investments  of  an
          aggregate  amount up to the  Scaled-Back  Amount to or in any  private
          equity fund or product for direct investment;

     (H)  on or prior to the  final  closing  of any  structured  product  to be
          managed or advised by any member of the SVG Group, and for the purpose
          of launching that  structured  product,  the making of commitments and
          contributions  to,  and the  purchase  of units or  interests  in, any
          private equity funds or products for direct investment,  provided that
          SVG Capital (or the relevant  member of the SVG Group) (i) intends to,
          and markets the relevant structured product on the basis that it will,
          sell down such  investments  following the closing of such  structured
          product,  and (ii)  effects  such  sell  down  within 12 months of the
          making of such  commitment,  contribution  or purchase  (whichever  is
          earlier)  (any  such  commitment,  contribution  or  purchase  being a
          "Warehoused Investment"); and

                                       10


     (I) any other investments in any private equity fund or product for direct
          investment that are made with the prior written consent of PHL.

3.3  For the avoidance of doubt, nothing in clause 3.2 or any other provision of
     this Agreement shall prevent, restrict or prohibit:

     (A)  SVG Capital, any other member of the SVG Group or any SVG Product from
          making any commitments or investments,  directly or indirectly,  to or
          in any private equity (or other) fund of funds, or alongside a fund of
          funds pursuant to a parallel  investment  agreement  pursuant to which
          SVG  Capital,  any other member of the SVG Group or any SVG Product is
          required  to  invest  alongside  the  fund  of  funds  in  all  of the
          investments (save for limited, customary exceptions under the relevant
          parallel investment agreement) made by that fund of funds;

     (B)  SVG Capital or any other member of the SVG Group from acting solely as
          adviser  to, or manager  of, any  private  equity  fund or product for
          direct  investment or otherwise,  provided that SVG Capital shall not,
          and shall  procure that no other  member of the SVG Group shall,  make
          any  investment  in such fund or product  save for any special  equity
          interest,   limited  partnership  or  equivalent  investments  in,  or
          co-investments  alongside, such fund or product which relate solely to
          the role of SVG Capital or the relevant  member of the SVG Group as an
          adviser  to, or manager  of, such fund or product and are in an amount
          of no than more GBP20,000 in respect of each such fund or product; or

     (C)  any SVG Product from making any commitments or  investments,  directly
          or indirectly,  to or in any private equity fund or product for direct
          investment  or  otherwise,  provided  that SVG Capital  shall not, and
          shall  procure that no other  member of the SVG Group shall,  make any
          investment  in such  fund or  product  save  for  any  special  equity
          interest,   limited  partnership  or  equivalent  investments  in,  or
          co-investments  alongside, such fund or product which relate solely to
          the role of SVG Capital or the relevant  member of the SVG Group as an
          adviser  to, or manager  of, such fund or product and are in an amount
          of no more than GBP20,000 in respect of each such fund or product.

3.4  Without prejudice to the provisions of clause 3.2, SVG Capital agrees that,
     in respect of its capital:

     (A)  it shall not,  and it shall  procure that the members of the SVG Group
          shall not,  at any time after SVG  Capital or any other  member of the
          SVG Group has made a  commitment  of capital  to Permira  Europe IV in
          accordance  with  clause  4.1  (the  "Relevant  Date"),  make  or have
          investments in or commitments to:

          (i)  any SVG Products  (excluding  any part of any amount  invested or
               committed  by SVG Capital or any other member of the SVG Group in
               or to any SVG  Product  that is  invested  in or  committed  to a
               Permira Fund or a Permira Product); and

                                       11

          (ii) any other investments or products (excluding the SVG Unrestricted
               Investments),

          in an  aggregate  amount  which,  as at the  time at  which  any  such
          investment  or, if earlier,  commitment  as  described  in (i) or (ii)
          above is made,  and after  deducting,  after the  Relevant  Date,  the
          Scaled-Back  Amount,  exceeds 25 per cent. of the Gross Assets at that
          time; and

     (B)  it  shall,  and it shall  procure  that  each  member of the SVG Group
          shall,  operate with the  intention of ensuring  that,  following  the
          Relevant  Date,  the  amount  invested  in or  committed  to  funds or
          products  to which  the 25 per cent.  limit  set out in clause  3.4(A)
          applies (excluding, for this purpose only, any Warehoused Investment),
          after deducting,  after the Relevant Date, the Scaled-Back  Amount, is
          not more than 20 per cent.  of the Gross Assets from time to time,  it
          being  acknowledged  by the parties that from time to time but without
          prejudice to the  obligation  in clause  3.4(A)  above,  the amount so
          invested  by members of the SVG Group may exceed such  percentage  but
          that the  intention  of SVG Capital will be to ensure that the amounts
          so invested or committed  will be managed by it so as to result in the
          said amount usually being no more than 20 per cent. of Gross Assets.


3.5 (A)   SVG  Capital  agrees  that,  subject  to the  fiduciary  duties of the
          directors of SVG Capital:

          (i)  the  circular to be sent to the  shareholders  of SVG Capital for
               the purpose of  satisfying  the  condition to  completion  of the
               Subscription  Agreement  set  out  in  sub-clause  2.1(A)  of the
               Subscription  Agreement shall include a unanimous  recommendation
               from the  directors of SVG Capital that the  shareholders  of SVG
               Capital  vote in favour of the  resolution  referred to in clause
               2.1(A) of the Subscription Agreement; and

          (ii) SVG  Capital  shall not send the  circular  referred to in clause
               3.5(A)(i) to the shareholders of SVG Capital unless that circular
               includes a confirmation that SVG Capital has received  statements
               of intention to vote in favour of the  resolution  referred to in
               clause 2.1(A) of the  Subscription  Agreement  from  shareholders
               holding or controlling more than 50 per cent. of the total issued
               share  capital of SVG Capital as at the latest  practicable  date
               prior to the publication of the circular.

     (B)  SVG Capital  further agrees that the resolution  referred to in clause
          2.1(A) of the Subscription Agreement shall include a proposal to amend
          the investment objective of SVG Capital to the following:

          "SVG Capital's investment objective is to achieve capital appreciation
          by investing  principally  in private equity funds that are managed or
          advised by Permira,  one of Europe's  leading private equity firms. In
          addition,  SVG Capital  invests in private equity funds that invest in
          Japan,  North  America,  Asia and the life  sciences  sectors,  and in
          unquoted  and  quoted   businesses   through   specialist   funds  and
          coinvestments alongside these funds."

                                       12

4.   Access to Permira Funds and Permira Products

4.1  PHL agrees  that it shall not permit any fund or product to be  established
     using the  Permira  Name (or,  so far as it is  reasonably  able,  any name
     confusingly  similar  thereto)  and that it shall  not  provide,  and shall
     procure that no member of the PHL Group shall provide,  any  information or
     assistance,  directly or indirectly (including,  without limitation, acting
     as a  general  partner),  in  respect  of the  establishment,  development,
     marketing  or  management  of, or the  provision  of advice to, any fund or
     product  unless the steps to be taken by or on behalf of the relevant  fund
     or product  pursuant  to this clause 4.1 have been taken by or on behalf of
     that fund or product in accordance with this clause 4.1:

     (A)  prior to the launch of the  information  memorandum  relating  to such
          fund or product, SVG Capital shall be given at least 3 months' advance
          notice of such proposed launch (which notice shall be accompanied by a
          statement of the proposed  principal  terms and an overview of the key
          information  proposed  to be included  in the  information  memorandum
          relating to such fund or product and must include the proposed date of
          the launch of the information memorandum (the "Proposed Date") and the
          proposed  amount to be raised by final  close of that fund or  product
          (which amount, for the avoidance of doubt, may be a range));

     (B)  during the minimum 3 month  period  referred to in clause 4.1 (A), SVG
          Capital,  SVG Advisers Limited and their respective external legal and
          tax  advisers  shall be given  the  opportunity  to  conduct  such due
          diligence as is  customarily  undertaken by investors in similar funds
          or  products  into the  proposed  fund or  product  together  with the
          opportunity (subject always to the provisions of clause 4.3) to review
          and  negotiate  with PHL in good faith for a period of not less than 2
          months  (which 2 month  period  must have  expired at least seven days
          prior to the Proposed Date) the terms of the draft limited partnership
          agreement (or equivalent  agreement) and side letter thereto  proposed
          to be entered into by investors in connection  with the  establishment
          of the relevant fund or product (which draft agreement and side letter
          shall have been  provided to SVG Capital  for such  purpose,  together
          with a draft of the  information  memorandum  relating to such fund or
          product, prior to the commencement of such 2 month period);

     (C)  subject to the  satisfaction of the requirements of clauses 4.1(A) and
          4.1(B),  at least 7 days prior to the Proposed Date, SVG Capital shall
          notify PHL in writing  of (i) the amount of the  commitment  which SVG
          Capital  itself  wishes to make to the  relevant  fund or product (the
          "SVG  Capital  Commitment"),  and (ii) the  additional  amount  of the
          commitment which any member of the SVG Group and any relevant party on
          behalf  of any SVG  Product  wishes  to make to the  relevant  fund or
          product  (the "SVG Group and  Product  Commitment")  (the SVG  Capital
          Commitment and the SVG Group and Product Commitment being together the
          "Specified Commitments");

                                       13

     (D)  if notice in respect of Specified  Commitments  is given in accordance
          with clause 4.1(C), SVG Capital, any relevant members of the SVG Group
          and the relevant  party on behalf of any relevant SVG Product shall be
          committed  to the  Specified  Commitment  of the  relevant  parties to
          subscribe,  and the  relevant  legal entity or person on behalf of the
          relevant   fund  or  product   shall  be   committed  to  accept  such
          subscription and to issue,  the relevant  interests in respect of that
          fund or product, in each case subject only to:

          (i)  the  relevant  Permira  Fund or  Permira  Product  having a first
               close; and

          (ii) the terms of the  relevant  Permira  Fund or  Permira  Product or
               product  being  consistent  with those agreed  pursuant to clause
               4.1(B),  save for any  amendment  permitted  to be made under the
               terms of the limited partnership agreement and side letter agreed
               in accordance  with clause 4.1(B) in respect of the relevant fund
               or product by the general  partner (or equivalent  entity) of the
               relevant  fund  or  product  without  consent  of  the  investors
               therein,

          provided  always  that,  on each and  every  close in  respect  of the
          relevant fund or product,  the amount of the SVG Capital Commitment to
          be invested by SVG Capital on any such close and any subsequent  close
          shall be scaled back:

          (a)  if and to the extent that SVG Capital reasonably determines it is
               necessary  to do so to ensure that SVG Capital  shall not, at the
               relevant  time,  breach any  requirement  with which SVG  Capital
               needs to  comply  in order  for SVG  Capital  to  continue  to be
               approved as an investment  trust for United  Kingdom tax purposes
               as a result of such investment; and/or

          (b)  if and to the extent that SVG Capital reasonably determines it is
               necessary  to do so to  avoid  any  investment  arising  that may
               result in a person being treated as a member of the SVG Group for
               the purposes of s842 of ICTA,

          and SVG Capital shall,  at the same time,  provide to PHL the detailed
          basis for any such determination,  but without prejudice to the rights
          and  obligations  of SVG Capital to  subscribe  the balance of the SVG
          Capital  Commitment  on any  subsequent  close of the relevant fund or
          product  to the  extent  of such  scale  back  (subject,  on any  such
          subsequent close, to the provisions of this proviso).

In the event of any scale back of the amount of the SVG Capital Commitment at
the final close in respect of any fund or product pursuant to this clause 4.1
other members of the SVG Group or any SVG Product shall be entitled, by notice
in writing to PHL, to increase their commitment to the relevant fund or product
by an aggregate amount equal to the amount of such scale back.

In respect of the SVG Group and Product Commitment (but for avoidance of doubt
not the SVG Capital Commitment), such commitment may on subscription be
satisfied by any one or more of SVG Capital, any member of the SVG Group or any
relevant entity on behalf of a SVG Product by notice in writing to PHL at least
7 days prior to the date of the proposed close for the relevant fund or product.

                                       14


4.2  If,  having  entered  into a  commitment  pursuant  to clause 4.1 (C),  SVG
     Capital,  a member of the SVG Group or the relevant  entity on behalf of an
     SVG Product  notifies PHL of its desire to make  additional  commitments to
     the relevant  Permira Fund or Permira  Product  prior to the final  closing
     thereof,  PHL and SVG Capital  shall  discuss such  proposals in good faith
     (but without  obligation on either party) with a view to reaching agreement
     as to the amount (if any) of such additional commitment which will be made.

4.3 (A)   Any financial commitments and contributions made by SVG Capital or any
          other member of the SVG Group or the relevant  entity on behalf of any
          SVG Product  pursuant to the procedures set out in clauses 4.1 and 4.2
          shall be on such terms as SVG  Capital,  on the one hand,  and PHL (or
          such other entity on behalf of the relevant  fund or product),  on the
          other, may agree in accordance with such procedures, provided that the
          parties  acknowledge that the terms to be offered to SVG Capital,  the
          other  members of the SVG Group and any SVG Product,  and on which SVG
          Capital,  any member of the SVG Group or the relevant entity on behalf
          of any SVG Product may make any such  commitment and  contribution  to
          Permira Europe IV, shall be broadly consistent with the terms on which
          members of the SVG Group have made commitments to Permira Europe II or
          Permira Europe III (including,  for the avoidance of doubt,  the terms
          of any side  letters in respect the  relevant  fund for the benefit of
          members of the SVG  Group),  save,  in the event that PHL  proposes an
          amendment  to  such  terms,  to the  extent  that  such  amendment  is
          consistent  with a  change  in the  terms  offered  in the  market  by
          Permira's principal  competitors in respect of funds and products that
          are comparable  with Permira Europe IV which change has occurred prior
          to the launch of the information memorandum relating to Permira Europe
          IV. For the  avoidance  of doubt,  the  provisions  of clause 14 shall
          apply to such terms and any information  relating to the proposed fund
          or product or the status of  discussions  or  negotiations  in respect
          thereof and SVG Capital  agrees that it shall not,  and shall  procure
          that no  member  of the SVG  Group or any  person on behalf of any SVG
          Product shall,  make any direct or indirect  contact or enter into any
          direct or  indirect  discussions  with any  potential  investor in the
          relevant fund or product for the purpose of discussing such terms, the
          nature or  content of such  discussions  or  negotiations,  or the due
          diligence undertaken by SVG Capital, any other member of the SVG Group
          or any person on behalf of any SVG  Product in respect of that fund or
          product, in each case without the prior consent of PHL.

     (B)  If,  following the  agreement of terms between SVG Capital,  any other
          member  of the SVG  Group or the  relevant  party on behalf of any SVG
          Product  in  respect  of any  Permira  Fund or  Permira  Product,  any
          investor (other than any Permira Preferential Investor) shall be given
          the right to invest in that Permira  Fund or Permira  Product on terms
          which are more  favourable than the terms of the investment made or to
          be made by SVG  Capital,  any  other  member  of the SVG  Group or any
          entity on behalf of any SVG  Product,  SVG  Capital  and any  relevant
          other  members  of the SVG  Group  and any  entity  on  behalf  of any
          relevant SVG Product shall be entitled to most favoured  nation status
          in respect of such more favourable  terms  (provided  that,  following
          agreement  of the terms of the  relevant  fund or product  pursuant to
          clause 4.1 and the entry into of the relevant legal agreements and any
          side letter on first close of such fund or product,  the right to such
          status  shall be  subject  to the  terms of such  agreements  and side
          letter),  PHL  shall  notify  SVG  Capital  in  writing  of such  more
          favourable  terms from which it is entitled  to benefit in  accordance
          with this clause 4.3 and SVG Capital shall be able to elect, by notice
          in writing to PHL in accordance with the relevant legal  agreements or
          side letter in respect of such fund or product,  if  executed,  or, if
          such legal  agreements  and side letter  have not then been  executed,
          within 15 Business  Days of receipt of such notice,  that the terms on
          which SVG Capital, any relevant other members of the SVG Group and any
          entity on behalf of any  relevant  SVG  Product  shall  invest in that
          Permira Fund or Permira Product shall be amended accordingly.

                                       15

4.4  Without prejudice to the provisions of clause 4.3, PHL shall not permit any
     fund or product  established  after the date of this  Agreement  to use the
     Permira Name (or, so far as it is  reasonably  able,  any name  confusingly
     similar  thereto),  and PHL shall not, and shall  procure that no member of
     the PHL  Group  shall,  provide  any  information,  advice  or  assistance,
     directly or indirectly  (including,  without limitation,  acting as general
     partner),  in respect of any Permira Fund or Permira  Product in respect of
     which any third party is granted a right to invest in Permira  Funds and/or
     Permira  Products on a similar  basis to that granted to SVG Capital  under
     any of clauses 4.1 to 4.3 above.  PHL confirms that, as at the date of this
     Agreement,  neither it nor any other Permira  Entity is a party to any such
     agreement or arrangement with any third party and PHL further undertakes to
     SVG Capital that it shall not,  and it shall  procure that no member of the
     PHL Group  shall,  enter into any such  agreement or  arrangement  with any
     third  party  at any  time  prior  to the  expiry  or  termination  of this
     Agreement.

4.5  Notwithstanding the other provisions of this clause 4, PHL shall not permit
     Permira  Europe IV or Permira  Europe V to use the Permira Name (or, so far
     as it is reasonably able, any name confusingly  similar  thereto),  and PHL
     shall not provide,  and shall procure that no member of the PHL Group shall
     provide,  any  information,  advice or  assistance,  directly or indirectly
     (including,  without limitation,  acting as a general partner),  to Permira
     Europe IV or Permira Europe V, unless,  subject to the provisions of clause
     4.16, the relevant  Permira Fund (or PHL or the relevant  member or members
     of the PHL Group) has agreed to provide, and provides, in relation to P1234
     and Sapphire 4:

     (A)  save to the extent any such waiver is required  from a third party and
          that   third   party   withholds   such   waiver,   such   waivers  of
          confidentiality  in  relation  to  the  information  provided  in  the
          information  memorandum  relating  to the  relevant  Permira  Fund  or
          Permira Product as SVG Capital may reasonably  request to launch P1234
          and  Sapphire  4 and to market  P1234 and  Sapphire  4 to  prospective
          investors;

                                       16

     (B)  such  further  information  as SVG Capital may  reasonably  request in
          order to launch  P1234 and Sapphire 4 and to market P1234 and Sapphire
          4 to prospective investors;

     (C)  the attendance of Permira partners at a reasonable  number of investor
          meetings or  roadshows  organised by SVG Capital (or by any adviser to
          SVG  Capital),  provided  that a  reasonable  number of  investors  or
          potential investors in P1234 or Sapphire 4 have been invited to attend
          such  meetings  and  roadshows,  in each case in order to  assist  the
          marketing of P1234 and Sapphire 4 to prospective investors; and

     (D)  such consents to transfers to P1234 and Sapphire 4 of limited  partner
          or other  capital  interests  in the Permira  Europe  Funds or Permira
          Europe V as SVG Capital may reasonably  request and as may be provided
          without putting PHL or any other Permira Entity in breach of the legal
          agreements  constituting  Permira  Europe  IV or  Permira  Europe V as
          relevant.

4.6  PHL agrees that it shall not,  and that it shall  procure that no member of
     the PHL Group shall, design, launch, manage or advise (or assist,  directly
     or indirectly  (including by acting as the general  partner or, in the case
     of PHL, by allowing  any person to use the Permira Name or, so far as it is
     reasonably able, any name confusingly  similar  thereto),  any person other
     than SVG Capital or any member of the SVG Group to design, launch manage or
     advise) any equity  structured  funds or products for investment in Permira
     Europe  IV and/ or  Permira  Europe V,  other  than any  Permitted  Permira
     Products.  SVG  Capital  or such  other  member of the SVG  Group  shall be
     entitled  to retain all fees  arising  out of P1234 and  Sapphire 4 (or any
     other  structured  funds or products in respect of  investments  in Permira
     Europe IV or Permira Europe V which it manages or advises),  excluding, for
     the avoidance of doubt, any such fees that are payable under the agreements
     establishing  Permira  Europe IV or Permira  Europe V. For the avoidance of
     doubt,  this  clause 4.6 shall not  prohibit  the  customary  marketing  of
     Permira Europe IV or Permira Europe V to potential investors by any Permira
     Entity,  in respect of which  marketing the  provisions of clause 4.7 shall
     apply.

4.7  PHL and SVG Capital agree that in respect of Permira  Europe IV and Permira
     Europe V:

     (A)  subject to the final  sentence of this clause 4.7,  SVG Capital  shall
          not and shall  procure that no member of the SVG Group shall,  without
          the prior written  consent of PHL,  accept any application in relation
          to any SVG Product in respect of Permira  Europe IV or Permira  Europe
          V:

          (i)  from any Permitted Permira Investor; or

          (ii) in respect of an amount of more than EUR10 million;

     (B)  PHL shall not,  and PHL shall  procure that no member of the PHL Group
          shall,  without the prior written  consent of SVG Capital,  accept any
          application to invest an amount of less than EUR10 million in respect
          of Permira Europe IV or Permira  Europe V (save for an  application
          from any Permitted Permira Investor); and

                                       18

     (C)  each  party  shall  market  and  promote  their  respective  funds and
          products  to which  this  clause  4.7  relates  with the aim of giving
          effect to the provisions of clauses 4.7(A) and (B),

provided that, in any case, applications from related or associated investors or
applications from investors coordinated by a common adviser will be aggregated
for the purposes of determining the appropriate level of any application as long
as such relationship, association or coordination is bona fide and not the
result of any scheme or arrangement instigated by any person with the aim of
circumventing the provisions of this clause 4.7.

It is further provided that nothing in this clause 4.7 shall prevent SVG Capital
from marketing any SVG Product to, or accepting applications (in any amount) in
respect of any SVG Product from, any person which is, at the relevant time, an
existing or former investor in any SVG Product or an existing shareholder in SVG
Capital.

4.8  PHL agrees that it shall not,  and that it shall  procure that no member of
     the PHL Group shall, design, establish, launch, manage or advise, or assist
     in any  way  (whether  directly  or  indirectly)  in the  establishment  or
     development of, any publicly traded permanent capital vehicle and PHL shall
     not permit any such  entity to use the  Permira  Name (or,  so far as it is
     reasonably able, any name confusingly similar thereto), save, in each case,
     for any such vehicle  that (i) is  established  as part of a Permira  Fund,
     (ii) is in a form  consistent  with market practice at the relevant time in
     respect of the  structuring of funds and products that are comparable  with
     Permira Funds and Permira  Products,  (iii) is  established  and structured
     such that the maximum  number of persons who can hold  investments  in such
     vehicle at any one time is two,  and (iv) does not compete with SVG Capital
     for investors.  The parties  acknowledge that a "permanent capital vehicle"
     is not a fixed and certain concept and,  accordingly,  if, at any time, PHL
     is not certain as to whether any particular  proposed  entity to which this
     clause 4.8 may apply is or will be a "permanent  capital  vehicle",  or SVG
     Capital considers that any entity established, launched, developed, managed
     or advised, or to be established,  launched, developed, managed or advised,
     by PHL or any other member of the PHL Group, any Permira Advisory Entity or
     any PAE Entity may be a "permanent capital vehicle", or either party is not
     certain  whether  the  provisos  set out in (i) to (iv) above  apply to any
     entity, the parties shall meet in good faith to discuss that matter and the
     appropriate  treatment  of  that  entity  under  this  Agreement.  For  the
     avoidance of doubt,  nothing in this Agreement  shall prevent any member of
     the PHL Group or any Permira Fund or Permira  Product  seeking or accepting
     investment  from any third party permanent  capital  investor in respect of
     any Permira Fund or Permira Product or providing information to such person
     in accordance with the terms of that  investment,  provided,  in each case,
     that the other provisions of this clause 4 have been complied with.

4.9  (A)  The  parties  agree that prior to the launch of any New Product by any
          member of the SVG Group (in the case of SVG  Capital) or any member of
          the PHL Group or any person  permitted  by PHL to use the Permira Name
          (or any name  confusingly  similar  thereto) (in the case of PHL), SVG
          Capital  or PHL (as the  case may be) will  notify  the  other of such
          proposed  launch and, if so requested by the other party,  SVG Capital
          and PHL will meet to discuss in good faith  whether  such other  party
          may be able to be granted an advisory,  co-operation  or other role in
          respect of such New Product.  For the  avoidance of doubt,  nothing in
          this clause 4.9 shall oblige SVG  Capital,  PHL or any other member of
          the SVG Group or the PHL Group, or any person  permitted by PHL to use
          the Permira Name, to enter into any agreement or arrangement  with the
          other with respect to any New Product.

                                       18

     (B)  For the purposes of this clause 4.9, "New Product" shall mean any fund
          or product designed,  established or raised at any time after the date
          of this Agreement (including, without limitation, any fund or product,
          the  principal  investment  policy  of  which  is to  invest  in  debt
          instruments  or  a  particular  industry  sector  (including,  without
          limitation,  real estate, oil and gas or timber)), but excluding,  for
          the avoidance of doubt,  any Permira Fund,  P1234,  Sapphire 4 and any
          Permitted Permira Products.

4.10 (A)  PHL and SVG Capital  agree that,  subject to the  provisions of clause
          4.10(D), if the Permira partner who is to be appointed to the board of
          directors of SVG Capital at the Annual General  Meeting (or any person
          appointed  as a  director  of  SVG  Capital  in  replacement  therefor
          pursuant  to the  provisions  of  this  clause  4.10)  ceases  to be a
          director of SVG Capital for any reason (including in the circumstances
          set out in the  next  sentence)  at any  time  whilst  this  Agreement
          remains in force,  subject to the  provisions of clause  4.10(D),  PHL
          shall put  forward  for  approval  by the board of SVG  Capital  (and,
          subsequently, the members of SVG Capital in annual general meeting) as
          a director of SVG Capital a willing candidate who is a Permira partner
          at the relevant  time and who PHL  reasonably  expects will be able to
          fulfil  the  duties  of  a  non-executive   director  of  SVG  Capital
          (including,  without limitation,  being able regularly to attend board
          meetings of SVG Capital in the UK) (such person, a "Permira Nominee").
          Further,  if at any time,  a Permira  Director  ceases to be a Permira
          partner,  PHL shall,  if requested  by SVG Capital,  procure that such
          Permira Director  resigns from the board of SVG Capital.  If the board
          or the  shareholders  of SVG Capital do not approve the appointment of
          any Permira  Nominee put forward by PHL in accordance with this clause
          4.10(A) at any time,  PHL shall,  if so requested by SVG Capital,  put
          forward,  within  20  Business  Days of  such  request,  another  such
          candidate for approval in the same manner.

     (B)  Without prejudice to the provisions of clause 4.10(A),  but subject to
          the  provisions of clause  4.10(D),  SVG Capital agrees that PHL shall
          have the right to require  that the  directors  of SVG Capital  shall,
          subject  at all  times  to  their  fiduciary  duties,  if  there is no
          director of SVG Capital who has been  proposed by PHL at the  relevant
          time (a "Permira Director"), appoint a Permira Nominee to the board of
          SVG Capital.  SVG Capital further agrees that, subject at all times to
          the  fiduciary  duties  of  the  directors  of  SVG  Capital  and  the
          provisions  of clause  4.10(D),  if any  Permira  Nominee  or  Permira
          Director is subject to election or  re-election  at an annual  general
          meeting of SVG  Capital,  the  directors  of SVG  Capital  shall put a
          resolution  to  shareholders  at that annual  general  meeting for the
          election of that Permira  Nominee,  or the re-election of that Permira
          Director,  to the board of directors SVG Capital in the same manner as
          resolutions  regarding the election or re-election of other  directors
          are put to  shareholders  of SVG  Capital.

                                       19

     (C)  Subject to the final  sentence  of this  clause  4.10(C)  SVG  Capital
          agrees  that if a  Permira  Director  ceases to be a  director  of SVG
          Capital  as a result  of his  removal  or  failure  to be  elected  or
          re-elected  at any annual  general  meeting and a Permira  Nominee put
          forward by PHL in accordance with the provisions of clause 4.10(A) has
          not been  appointed  to the  board  of SVG  Capital  by the  directors
          thereof by the end of the next scheduled  board meeting of SVG Capital
          after PHL first  nominates a Permira  Nominee in replacement  for that
          Permira  Director  or, if such board  meeting is to be held  within 20
          Business  Days of such  nomination,  by the end of the next  following
          scheduled board meeting of SVG Capital,  then the provisions of clause
          5.1 of the  Subscription  Agreement shall cease to apply.  The parties
          agree that the  provisions  of this clause  4.10(C) shall not apply in
          the circumstances set out in clause 4.10(D).

      (D) Nothing in clauses 4.10(A) to (C) shall require:


          (i)  PHL to nominate any Permira partner for appointment as a director
               of SVG  Capital,  or  require  any  such  person  to  agree to be
               appointed,   or  to  remain,  as  a  Permira  Director,   if  the
               appointment or election of such Permira  Nominee as a director of
               SVG  Capital,  or the  continuation  in such  office by a Permira
               Director,  would conflict with the fiduciary  duties owed by that
               individual to Permira; or

          (ii) SVG  Capital  (or the  directors  of SVG  Capital)  to  appoint a
               Permira Nominee to the board of SVG Capital,  to put a resolution
               to shareholders for the election of any Permira  Nominee,  or the
               re-election of any Permira Director, to the board of SVG Capital,
               and  SVG  Capital  may  remove  a  Permira   Director,   if  such
               appointment, election or re-election, or the continuation in such
               office of such  individual,  would  conflict  with the  fiduciary
               duties  which the  relevant  individual  owes to Permira  and SVG
               Capital  reasonably  considers  that  such  conflict  may have an
               adverse  impact on the business  plans or  operations  of the SVG
               Group.

4.11 PHL warrants to SVG Capital that:

     (A)  it has the  requisite  power and  authority  to enter into and perform
          this Agreement;

     (B)  the  obligations  of  PHL  under  this  Agreement  constitute  binding
          obligations of PHL in accordance with its terms;

                                       20

     (C)  the  execution  and  delivery  of, and the  performance  by PHL of its
          obligations under, this Agreement will not:

          (i)  result in a material breach of any provision of the memorandum or
               articles of association of PHL, or any equivalent  constitutional
               documents;

          (ii) result in a material  breach of, or  constitute a default  under,
               any instrument to which PHL is a party or by which PHL is bound;

          (iii)result in a breach of any order,  judgment or decree of any court
               or governmental agency to which PHL is a party or by which PHL is
               bound; or

          (iv) require the consent of its shareholders or of any other person;

     (D)  the warranties given by the Permira  Advisory  Entities to SVG Capital
          as set out in clause 3.10 of the PAE  Agreement  are true and correct;
          and

     (E)  PHL is the  legal  and  beneficial  owner  of the  entire  issued  and
          allotted share capital of PCL.

4.12 SVG Capital warrants to PHL that:

     (A)  subject to the passing of the resolutions to be proposed at the Annual
          General  Meeting,  it has the  requisite  power and authority to enter
          into and perform this Agreement;

     (B)  the obligations of SVG Capital under this Agreement constitute binding
          obligations of SVG Capital in accordance with its terms; and

     (C)  the execution and delivery of, and the  performance  by SVG Capital of
          its obligations under, this Agreement will not:

          (i)  result in a material breach of any provision of the memorandum or
               articles of association of SVG Capital;

          (ii) result in a material  breach of, or  constitute a default  under,
               any  instrument  to which SVG  Capital is a party or by which SVG
               Capital is bound; or

          (iii)result in a breach of any order,  judgment or decree of any court
               or  governmental  agency  to which SVG  Capital  is a party or by
               which SVG Capital is bound.

4.13 (A) 4.13 (A) PHL warrants and represents to SVG Capital,  as at the date of
     this Agreement, that:

                                       21

          (i)  the Trade  Marks and Domain  Names (as  defined in the IP Licence
               Agreement)  are held by a member of the PHL Group or the Licensor
               (as defined in the IP Licence  Agreement)  free from all charges,
               options, liens or encumbrances (save, whilst it remains in force,
               for the IP Licence Agreement);

          (ii) the copy of the IP Licence Agreement that has been made available
               to SVG  Capital  is a  complete  and  up-to-date  copy  of the IP
               Licence Agreement, the Licence Agreement has not been amended and
               there is no other agreement or arrangement between the parties to
               the IP Licence Agreement in respect of the Permira Name;

          (iii)no  party  to the  IP  Licence  Agreement  is in  breach,  or has
               breached,  any of its obligations under the IP Licence Agreement;
               and

          (iv) as  far  as  PHL  is  aware,  there  is no  unauthorised  use  or
               infringement  by any person of, or any  oppositions or actions in
               existence or threatened for  challenging  the validity of, or the
               ownership  by any  member  of the PHL Group or the  Licensor  (as
               defined  in  the  IP  Licence  Agreement)  of,  any  intellectual
               property  rights in the Permira  Name owned by the  Licensor  (as
               defined in the IP Licence Agreement).

          (B)  PHL further  warrants and  represents to SVG Capital in the terms
               set out in clause 4.13(A) on a continuing basis at all times that
               this Agreement remains in force.

4.14 PHL shall procure that Permira I.P. Limited shall not:

     (A)  agree to any amendment to the terms of the IP Licence Agreement to the
          extent such  amendment  may have any adverse  impact on the ability of
          PHL to perform its obligations under this Agreement; or

     (B)  agree  to  the  termination  of  the  IP  Licence  Agreement  save  in
          circumstances  where Permira I.P.  Limited has already  exercised,  or
          exercises,  fully  its  rights  under  clause  8  of  the  IP  Licence
          Agreement,

     and PHL shall procure that Permira I.P.  Limited shall not grant,  or agree
     to grant,  any  sub-licences  of its rights under the IP Licence  Agreement
     otherwise than to a Permira Fund or Permira  Product in accordance with the
     provisions of this Agreement (including, without limitation, clause 4.1) or
     to any other  Permira  Entity,  provided  that such grant does not have any
     adverse impact on the ability of PHL to perform its obligations  under this
     Agreement  or of any Permira  Advisory  Entity to perform  its  obligations
     under the PAE Agreement.

4.15 PHL  undertakes to SVG Capital to take such steps as it is reasonably  able
     to do to ensure  that no Permira  Entity or any Permira  partner  takes any
     action the purpose or effect of which is to avoid the commercial  effect of
     this Agreement.

                                       22

4.16 Notwithstanding  any other provision of this  Agreement,  any commitment or
     arrangement  relating to the provision of  information  or the agreement to
     provide  consents  in favour of, or  assistance  to,  any  person  shall be
     subject to the overriding qualifications that:

     (A)  no such  information,  consent or  assistance  shall be required to be
          provided pursuant to or as a result of the operation of this Agreement
          if the provision thereof would result in that party or, in the case of
          SVG Capital,  any member of the SVG Group,  and, in the case of PHL or
          any Permira  Fund or Permira  Product,  any Permira  Entity,  being in
          breach of any law or regulatory  requirement or rule  applicable to it
          howsoever  arising or any legal agreements  governing any Permira Fund
          or Permira Product;

     (B)  such   information   shall  be   provided   on  the   basis   that  no
          representation, warranty or undertaking of any nature is given, and no
          liability  is or may be  assumed,  by or on behalf of any person as to
          the accuracy or completeness  of any such  information or otherwise in
          respect of such information;

     (C)  no such  information  or  assistance  shall be provided if, acting and
          assessed  reasonably,  it would  result  in any  actual  or  potential
          liability for any Permira  Entity,  any member of the SVG Group or any
          partner,  director,  officer or employee of any Permira  Entity or any
          member of the SVG Group; and

     (D)  such information shall be provided subject to the terms of clause 14,

     provided  that  nothing in this  clause  4.16 shall  operate to exclude any
     liability of the party providing such information, consent or assistance in
     respect of fraud.

4.17 PHL  undertakes  to SVG Capital  that,  at all times prior to the expiry or
     termination of this Agreement, the entire issued and allotted share capital
     of PCL shall be owned,  legally and beneficially,  by PHL or a wholly-owned
     subsidiary of PHL.

4.18 If Permira is rebranded at any time prior to the expiry or  termination  of
     this  Agreement,  the  provisions of this Agreement that refer or relate to
     the Permira Name shall  continue to apply in respect of such rebranded name
     mutatis mutandis.

5.   Termination

5.1  Subject to earlier  termination in accordance  with clause 5.2, 5.3 or 5.4,
     this  Agreement  shall  commence on the date hereof and,  unless  otherwise
     agreed by the  parties in writing,  shall  automatically  terminate  on the
     earliest to occur of:

     (A)  if completion under the Subscription Agreement has not occurred by the
          Long-Stop Date, the Long-Stop Date;

     (B)  if none of SVG  Capital,  any other member of the SVG Group or any SVG
          Product  decides to make a commitment to Permira Europe V, the date on
          which the first closing of Permira Europe V occurs; and

                                       23

     (C)  if SVG  Capital,  any other member of the SVG Group or any SVG Product
          makes a  commitment  to Permira  Europe V, the date on which the final
          closing of Permira Europe V occurs.

5.2  SVG Capital  shall be able to  terminate  this  Agreement  immediately,  by
     notice in writing to PHL, if:

     (A)  any person,  together  with those  persons  acting in concert  with it
          within the  meaning of the City Code on  Takeovers  and  Mergers  (the
          "Code ")  (provided  that,  for these  purposes,  any  person who is a
          Permira  partner  will only be treated  as acting in concert  with any
          such person if and to the extent that he is a party to an agreement or
          arrangement  with such  person  (not being a Permira  partner)  giving
          control  over  all or any of the  interests  of the  relevant  Permira
          partner in PHL in respect of the  management  or strategy of PHL,  the
          PHL Group or its business):

          (i)  acquires,  directly or  indirectly,  greater than 50 per cent. of
               the issued share capital of any class of PHL or PCL; or

          (ii) acquires,  directly or indirectly,  the right to receive  greater
               than 50 per cent. of any  distribution  or other amount which may
               be made or paid to the  shareholders  of PHL or PCL from  time to
               time (including on a winding-up); or

          (iii)acquires, directly or indirectly, the right to appoint a director
               or  directors of PHL or PCL who hold or control a majority of the
               voting rights at board meetings of PHL or PCL;

     (B)  any general partner of Permira Europe IV or Permira Europe V ceases to
          be a member of the PHL Group; or

     (C)  the main  focus of  Permira  Europe IV is not to make  investments  in
          Europe; or

     (D)  any person alone or together with any person acting in concert with it
          for the purposes of the Code (provided that, for these  purposes,  any
          person  who is a Permira  partner  will only be  treated  as acting in
          concert  with any such  person if and to the extent that he is a party
          to an agreement or  arrangement  with such person (not being a Permira
          partner)  giving  control  over  all or any  of the  interests  of the
          relevant  Permira partner in PHL or any Permira Entities in respect of
          the  management  or strategy of  Permira,  PHL or any Permira  Entity)
          acquires,  directly  or  indirectly,  more  than 30 per  cent.  of the
          economic interest in Permira,  PHL or any other Permira Entity and any
          Permira  Entity  enters into an  agreement  or  arrangement  with such
          person or a party  related to, or  associated  with,  it relating to a
          formal business  co-operation or contribution,  or any other strategic
          alliance,  excluding  any  agreement  or  arrangement  in the ordinary
          course of business,  and, in the reasonable opinion of SVG Capital, as
          a result of that  agreement  or  arrangement,  such  person is able to
          exercise significant  strategic control or influence over the business
          of Permira; or

                                       24

     (E)  a Permira MAC occurs prior to the first closing of Permira  Europe IV;
          or

     (F)  PHL  commits  a  material  breach  of any of the  provisions  of  this
          Agreement  and,  if the breach is  capable of remedy,  fails to remedy
          such breach within 15 Business Days of service of a written  notice by
          SVG Capital requiring the breach to be remedied.  Without prejudice to
          the  generality of the  foregoing,  the parties  acknowledge  that any
          breach of any provision of clause 4 relating to the use of the Permira
          Name by PHL, or any breach of clause 4.13 or clause 4.14, shall in any
          event constitute a material breach of this Agreement; or

     (G)  any Permira  Advisory  Entity commits a material  breach of any of the
          provisions  of the PAE  Agreement  and,  if the  breach is  capable of
          remedy, fails to remedy such breach within 15 Business Days of service
          of a  written  notice  by  SVG  Capital  requiring  the  breach  to be
          remedied; or

     (H)  PCL, any person who may be granted the benefit of security over, or in
          respect of, the Shares in accordance with clause 5 of the Subscription
          Agreement  or any  member of the PHL Group to whom the  Shares  may be
          transferred in accordance with clause 5 of the Subscription Agreement,
          commits  a breach  of clause 5 of the  Subscription  Agreement  or any
          undertaking entered into pursuant to such clause 5; or

     (I)  on or after 30 June 2008,  if the first  closing of Permira  Europe IV
          has not occurred by that date; or

     (J)  on or after 30 June 2012 if the first closing of Permira  Europe V has
          not occurred by that date; or

     (K)  if any Permira Entity,  or any then current Permira partner,  does any
          such thing,  or assists any other person to do any such thing,  which,
          if such thing had been done by, or with the  assistance  of, PHL,  any
          other member of the PHL Group,  any Permira Advisory Entity or any PAE
          Entity,  would  have  been a  material  breach  of  clause  4 of  this
          Agreement; or

     (L)  the IP Licence Agreement is terminated by Permira Advisers Limited and
          all rights,  privileges  and  advantages in respect of the Trade Marks
          (as defined in the IP Licence Agreement) are not vested in a member of
          the PHL Group within 10 Business Days of the date of such termination;
          or

     (M)  all rights,  privileges  and  advantages in respect of the Trade Marks
          (as  defined in the IP Licence  Agreement)  do not remain  vested in a
          member of the PHL Group.

5.3  Permira shall be able to terminate this Agreement immediately, by notice in
     writing to SVG Capital, if:

     (A)  any person,  together  with those  persons  acting in concert  with it
          within the meaning of the Code:

                                       25

          (i)  acquires,  directly or  indirectly,  greater than 50 per cent. of
               the issued share capital of any class of SVG Capital; or

          (ii) acquires,  directly or indirectly,  the right to receive  greater
               than 50 per cent. of any  distribution  or other amount which may
               be made or paid to the  shareholders  of SVG Capital from time to
               time (including on a winding-up); or

          (iii)acquires,   directly  or  indirectly,  the  right  to  appoint  a
               director  or  directors  of SVG  Capital  who hold or  control  a
               majority of the voting  rights at board  meetings of SVG Capital;
               or

     (B)  SVG Capital commits a material breach of any of the provisions of this
          Agreement  and,  if the breach is  capable of remedy,  fails to remedy
          such breach within 15 Business Days of service of a written  notice by
          PHL requiring the breach to be remedied; or

     (C)  the Investment  Objective is amended by SVG Capital or by a resolution
          of the  shareholders of SVG Capital at any time following its adoption
          at the  Annual  General  Meeting  in such a manner  as  results  in it
          ceasing to be clear that the  investment  policy of SVG  Capital is to
          invest principally in private equity funds that are managed or advised
          by Permira; or

     (D)  on or after 30 June 2008,  if the first  closing of Permira  Europe IV
          has not occurred by that date; or

     (E)  on or after 30 June 2012 if the first closing of Permira  Europe V has
          not occurred by that date.

5.4  SVG Capital  shall be able to  terminate  this  Agreement  immediately,  by
     notice in writing to Permira, if any event occurs at any time such that the
     prohibition on the acquisition of investments  described in clause 5.2.1(j)
     of the limited  partnership  agreement of Permira Europe III L.P.1 dated 22
     July 2003 (as  amended on 6 August  2003,  8  September  2003 and 3 October
     2003), or, following the notification of a Specified  Commitment in respect
     of Permira  Europe IV or Permira  Europe V (as the case may be) pursuant to
     clause 4.1,  in any  equivalent  clause  included in the agreed form of the
     limited  partnership  agreement in respect of Permira  Europe IV or Permira
     Europe V (as the case may be),  is  triggered,  in each case in  accordance
     with its terms,  and  ignoring,  for the  purposes of this clause 5.4,  any
     subsequent lifting of such prohibition in accordance with the terms of such
     clause  5.2.1(j)  (or  such  equivalent  clauses),  provided  that any such
     termination shall be without  prejudice to any existing  commitment made to
     any  Permira  Fund or  Permira  Product  pursuant  to the legal  agreements
     constituting such fund or product.

5.5  Any termination of this Agreement shall be without prejudice to any and all
     rights and  liabilities  of the  parties  which have  accrued  and not been
     satisfied prior to such termination.

                                       26

6.   Notices

6.1  A notice under this Agreement  shall only be effective if it is in writing.
     Faxes are permitted.

6.2  Notices  under this  Agreement  shall be sent to a party at its  address or
     number and for the attention of the individual set out below:

     Party and title of individual    Address                     Facsimile no.

     PHL                              Trafalgar Court,            01481 745078
     Att: Alastair Boyle              Les Banques,
                                      St. Peter Port, Guernsey    020 7497 2174

     Copy to: Ian Sellars             20 Southampton Street,
                                      London,
                                      WC2E 7QH

     SVG Capital                      111 Strand,                 020 7240 5346
     Att: The Chairman                London,
                                      WC2R 0AG

PROVIDED THAT a party may change its notice  details on giving seven days notice
to the other party of the change in accordance with this clause.

6.3  Any notice  given  under this  Agreement  shall,  in the absence of earlier
     receipt, be deemed to have been duly given as follows:

     (A)  if delivered personally, on delivery;

     (B)  if sent by first class inland post, three clear days after the date of
          posting; and

     (C)  if sent by facsimile, when sent.

7.   Remedies and Waivers

7.1  No delay or  omission  by any party to this  Agreement  in  exercising  any
     right, power or remedy provided by law or under this Agreement shall:

     (A)  affect that right, power or remedy; or

     (B)  operate as a waiver of it.

7.2  The single or partial  exercise of any right,  power or remedy  provided by
     law or under  this  Agreement  shall  not  preclude  any  other or  further
     exercise of it or the exercise of any other right, power or remedy.

7.3  The rights,  powers and remedies  provided in this Agreement are cumulative
     and not exclusive of any rights, powers and remedies provided by law.

                                       27

8.   No Partnership and Conflict

     Nothing in this  Agreement  and no action  taken by either party under this
     Agreement  shall  constitute a partnership,  association,  joint venture or
     other co-operative entity between the parties (or any of them).

9.   Contracts (Rights of Third Parties) Act 1999

     The parties to this Agreement do not intend that any term of this Agreement
     should be enforceable, by virtue of the Contracts (Rights of Third Parties)
     Act 1999, by any person who is not a party to this Agreement.

10.  Further Assurance

     Each  party  shall at its own  cost,  from time to time on  request,  do or
     procure the doing of all acts and/or  execute or procure the  execution  of
     all documents which the other party may reasonably  consider  necessary for
     giving full effect to this Agreement and securing to the  requesting  party
     the full  benefit of the rights,  powers and  remedies  conferred  upon the
     requesting party in this Agreement.

11.  Entire Agreement

11.1 This Agreement, the Subscription Agreement and the PAE Agreement constitute
     the whole and only  agreement  between the parties  relating to the matters
     referred to herein or therein.

11.2 Except in the case of fraud, neither party to this Agreement shall have any
     right of action against the other party to this Agreement arising out of or
     in  connection  with any  draft,  agreement,  heads of terms,  undertaking,
     representation,  warranty,  promise, assurance or arrangement of any nature
     whatsoever,  whether or not in writing,  relating to the subject  matter of
     this Agreement made or given by any person at any time prior to the date of
     this  Agreement  except to the extent that it is repeated in this Agreement
     or any of the agreements and documents referred to herein.

11.3 This Agreement may only be varied in writing signed by each party.

12.  Assignment

     Neither party to this Agreement shall assign,  or declare a trust over, all
     or any part of the  benefit  of, or its  rights  or  benefits  under,  this
     Agreement  without the prior  written  consent of the other party,  and SVG
     Capital shall not assign,  or declare a trust over,  all or any part of the
     benefit of, or its rights or benefits under, the PAE Agreement  without the
     prior written consent of PHL.

                                       28

13.  Announcements

13.1 No announcement concerning the matters contemplated by this Agreement,  the
     PAE Agreement or any ancillary matter shall be made by either party without
     the prior  written  approval  of the other  party such  approval  not to be
     unreasonably  withheld or delayed.  This  sub-clause  does not apply in the
     circumstances described in clause 13.2 and clause 14.5.

13.2 Either  party  may,  after  consultation  with  the  other  party,  make an
     announcement concerning the matters contemplated by this Agreement, the PAE
     Agreement or any ancillary matter if required by:

     (A)  law or regulation; or

     (B)  any securities  exchange or regulatory or  governmental  body to which
          that  party  is  subject  or  submits,  wherever  situated,  including
          (amongst  other  bodies) the United  Kingdom  Listing  Authority  (the
          "UKLA"),  the  London  Stock  Exchange  plc,  the  Financial  Services
          Authority  or the Panel on Takeovers  and Mergers,  whether or not the
          requirement has the force of law.

13.3 The restrictions contained in this clause shall apply without limit in time
     notwithstanding termination in accordance with clause 5.

14.  Confidentiality

14.1 Each party shall treat as confidential,  and SVG Capital shall procure that
     each member of the SVG Group shall,  and PHL shall procure that each member
     of the PHL Group shall,  treat as confidential all information  obtained by
     it,  after  the date  hereof as a result of the  relationship  between  the
     parties  contemplated  by this  Agreement and the PAE  Agreement,  from the
     other party (or from any person on behalf of that party, or, in the case of
     PHL,  from any Permira  Entity,  or, in the case of SVG  Capital,  from any
     other member of the SVG Group), or obtained as a result of entering into or
     performing  this  Agreement,  the PAE  Agreement  and/or  the  Subscription
     Agreement, including, without limitation, information which relates to:

     (A)  the provisions of this Agreement,  the PAE Agreement, the Subscription
          Agreement or any of the other  agreements  and  documents  referred to
          herein;

     (B)  the negotiations relating to this Agreement, the PAE Agreement and the
          Subscription Agreement; or

     (C)  any other party (including,  respectively, any other member of the SVG
          Group or any SVG  Products,  or PCL, any other  Permira  Entity or any
          Permira Funds or Permira Products).

14.2 SVG Capital agrees that no information provided to it pursuant to the terms
     of this  Agreement,  the PAE Agreement or the  Subscription  Agreement,  or
     obtained  by it after  the date  hereof  as a  result  of the  relationship
     between the parties  contemplated  by this  Agreement and the PAE Agreement
     from PHL,  any  person on behalf  of PHL or any  Permira  Entity,  shall be
     disclosed  by it,  directly or  indirectly,  to any other member of the SVG
     Group or any entity in respect of any SVG  Product,  save (i) to the extent
     contemplated  by this  Agreement,  the PAE  Agreement  or the  Subscription
     Agreement;  (ii) as permitted  pursuant to clause 14.3; (iii) to any entity
     in respect of any SVG Product that invests  exclusively in Permira Funds or
     Permira Products, provided that, in such circumstances, such information is
     only  disclosed to the board of  directors  of that entity;  or (iv) to any
     other member of the SVG Group where and to the extent that  information  is
     reasonably  required by such member of the SVG Group for accounting,  legal
     or other regulatory reasons.

                                       29

14.3 Notwithstanding  the other  provisions  of this  clause  14,  any party may
     disclose any such confidential information:

     (A)  if and to the extent  required by applicable  law or regulation or for
          the purpose of any judicial proceedings;

     (B)  if  and  to  the  extent  required,   in  that  party's  view,  acting
          reasonably,  by  applicable  law or  regulation  to be included in any
          circular,  prospectus or listing  particulars issued, or to be issued,
          by that party;

     (C)  if and to the extent required by any securities exchange or regulatory
          or  governmental  body to which  that  party is  subject  or  submits,
          wherever  situated,  including  (amongst  other bodies) the UKLA,  the
          London Stock Exchange plc, the Financial Services Authority, the Panel
          on  Takeovers  and  Mergers or any tax  authority,  whether or not the
          requirement for information has the force of law;

     (D)  for the purposes of  satisfying  the  conditions  to the  Subscription
          Agreement  (including,  for the  avoidance  of  doubt,  despatching  a
          circular to  shareholders of SVG Capital,  inter alia,  describing the
          terms  of this  Agreement,  the  PAE  Agreement  and the  Subscription
          Agreement);

     (E)  to (i) its auditors or accountants to the extent  reasonably  required
          for the purpose of the  preparation of its audited or other  accounts,
          the  making  of  any  of  its  regulatory  filings  or  any  circular,
          prospectus or listing particulars issued by that party; (ii) its legal
          advisors  to the  extent  reasonably  required  for the  provision  of
          professional  advice;  (iii) its tax advisers to the extent reasonably
          required  for  the  purposes  of the  preparation  and  filing  of its
          relevant  tax  returns;  or (iv) its  lending  bankers  to the  extent
          required  in order for its bankers to consider  the  provision  of any
          finance to the relevant party; or

     (F)  if and to the extent the  information  has come into the public domain
          through  no  fault  of  that  party,  provided  that,  subject  to the
          provisions  of clauses  14.3(A) and  14.3(B),  no party shall make any
          public statement  containing or otherwise publish any such information
          to which  clause  14.1  applies  which  relates to another  company or
          companies  until  such  company  or  companies  or,  in  the  case  of
          information  relating  to  Permira  or any  Permira  Funds or  Permira
          Products or any investment  made by any of the foregoing,  any Permira
          Entity  (or,  in each  case,  any person on their  behalf)  has made a
          public statement in respect thereof; or

                                       30

     (G)  if and to the extent each other relevant party has given prior written
          consent to the disclosure.

     Any  information  to be disclosed  pursuant to  paragraphs  (A), (B) or (C)
     shall be  disclosed  only after  consultation  with the other party in each
     case to the extent practicable in the circumstances.

14.4 PHL and SVG Capital agree that if and to the extent that any information to
     which this clause 14 may apply is subject to separate  confidentiality  and
     disclosure arrangements agreed between any Permira Entity, any Permira Fund
     or any Permira Product, on the one hand, and any member of the SVG Group or
     any  SVG  Product,  on the  other,  then  the  provisions  of  such  agreed
     arrangements shall prevail over the provisions of this clause 14 in respect
     of that information (including, without limitation, where any member of the
     SVG Group or any SVG Product is an investor in any Permira  Fund or Permira
     Product the  relevant  terms of the legal  agreements  (including  any side
     letters  applicable  to such  member of the SVG Group or such SVG  Product)
     establishing that Permira Fund or Permira Product).

14.5 Notwithstanding  the other  provisions of this clause 14, SVG Capital shall
     be entitled to make an announcement or disclosure  solely of the provisions
     of  clauses  5.1,  5.2 and 5.3 (but  not  clause  5.4) of the  Subscription
     Agreement.

14.6 The restrictions contained in this clause shall apply without limit in time
     notwithstanding termination of this Agreement in accordance with clause 5.

15.  Costs and Expenses

     Each  party  shall  pay its own,  including  its own  advisers',  costs and
     expenses  in  relation  to  the  negotiation,  preparation,  execution  and
     carrying into effect of this Agreement.

16.  Counterparts

16.1 This  Agreement may be executed in any number of  counterparts,  and by the
     parties on separate  counterparts,  but shall not be  effective  until each
     party has executed at least one counterpart.

16.2 Each counterpart  shall  constitute an original of this Agreement,  but all
     the counterparts shall together constitute but one and the same instrument.

17.  Choice of Governing Law

     This  Agreement is governed by, and shall be construed in accordance  with,
     English law.

                                       31

18.  Jurisdiction

18.1 The  courts of  England  are to have  jurisdiction  to settle  any  dispute
     arising out of or in connection with this Agreement. Any proceeding,  suit,
     claim  or  action  arising  out of or in  connection  with  this  Agreement
     ("Proceedings") may therefore be brought in the English courts.

18.2 Nothing  contained  in this clause shall limit the right of either party to
     take  Proceedings  against  the other  party in any  other  court or in the
     courts of more than one jurisdiction at the same time.

19.  Agent for Service

19.1 PHL irrevocably appoints Permira Advisers Limited of 20 Southampton Street,
     London,  WC2E 7QH to be its agent for the  receipt of service of process in
     England  with respect to any Service  Document.  It agrees that any Service
     Document may be effectively  served on it in connection with Proceedings in
     England and Wales by service on its agent.

19.2 Any Service  Document shall be deemed to have been duly served upon Permira
     Advisers  Limited if marked for the  attention of the  Managing  Partner of
     Permira Advisers Limited at 20 Southampton Street, London, WC2E 7QH or such
     other  address  within  England  and Wales as may be  notified to the party
     wishing to serve the Service Document and:

     (A)  left at the specified address; or

     (B)  sent to the specified address by first class post.

     In the case of (A), the Service  Document  will be deemed to have been duly
     served when it is left. In the case of (B), the Service  Document  shall be
     deemed to have been duly served three clear days after the date of posting.

19.3 If the agent  described in clause 19.1 at any time ceases for any reason to
     act as such,  PHL shall appoint a  replacement  agent having an address for
     service in England  or Wales and shall  notify SVG  Capital of the name and
     address  of  the   replacement   agent.   Failing  such   appointment   and
     notification,  SVG Capital  shall be entitled by notice to PHL to appoint a
     replacement  agent to act on behalf of PHL. The  provisions  of this clause
     applying to service on an agent apply  equally to service on a  replacement
     agent.

19.4 A copy of any Service  Document served on an agent shall be sent by post to
     PHL. Failure or delay in so doing shall not prejudice the  effectiveness of
     service of the Service Document.

19.5 "Service  Document" means a claim form, order or judgment issued out of the
     courts of England and Wales/document  relating to or in connection with any
     Proceedings.
                                       32

                                   SCHEDULE 1
                          (Permira Advisory Entities)

PERMIRA Europe B.V., whose registered office is at Parnassustoren, Locatellikade
1, 1076 AZ, Amsterdam, the Netherlands.

PERMIRA CONSEIL S.A.S., whose registered office is at 41 Avenue George V, 75008
Paris, France.

PERMIRA ADVISERS LLC, a New York limited liability company whose registered
office is at 399 Park Avenue, 36th Floor, New York, New York, 10022-4690, United
States.

PERMIRA s.a., a British Virgin Islands company acting through its branch based
at 13 Via Maggio, 6900, Lugano, Switzerland.

PERMIRA ADVISERS AB, a Swedish company carrying on business at Birger Jarlsgatan
12, SE-114 34 Stockholm Sweden.

PERMIRA PARTNERS LLP, a limited liability partnership carrying on business at 20
Southampton Street, London WC2E 7QG.

PERMIRA ASSOCIATI S.P.A. a company established under the laws of Italy whose
registered office is at Corso Europa 12, Milan, Italy.

PERMIRA BETEILIGUNGSBERATUNG GMBH, whose registered office is at ClemensstraBe
9, 60487 Frankfurt, Germany.

PERMIRA ASESORES S.L., whose address is at Plaza del Marques de Salamanca, 10,
Primero Izda, 28006 Madrid, Spain.

                                       33
<TABLE>
<CAPTION>


                                   SCHEDULE 2
                          (Existing Fund Commitments)

Fund                               Currency      Total Committed      Called*
                                                (local currency)          (%)
<S>                                     <C>             <C>               <C>

Permira Europe II                       EUR          650,200,000        86.90
Permira Europe III                      EUR          508,000,000        25.30
The Japan Venture Fund III              JPY        3,450,000,000        85.87
Japan Venture Fund IV                   JPY       10,713,600,000        21.94
Schroder Ventures Asia Pacific Fund**   USD          135,700,000        49.50
Schroder Ventures US Fund**             USD           73,200,000        81.92
Schroder Canadian Buy-Out Fund II**     CAD           17,900,000        95.00
Schroder Canadian Buy-Out Fund III**    CAD           50,500,000        32.75
Schroder Ventures International Life    USD           81,700,000        82.87
Sciences Fund II
International Life Sciences Fund III    USD           75,000,000        36.00
P123                                    EUR          104,773,471        80.00
Strategic Recovery Fund                 GBP            7,400,000        63.50
SVG Diamond                             EUR           50,286,822         0.00

</TABLE>


*    As at 31 December 2004.

**   SVG Capital may also make  follow-on  investments  in  portfolio  companies
     pursuant to commitments existing as at the date of this Agreement.  Further
     calls in respect of Schroder Ventures Asia Pacific Fund,  Schroder Canadian
     Buy-Out  Fund II and  Schroder  Canadian  Buy-Out  Fund III are  limited to
     partnership expenses and follow-ons to existing investments.

                                       34

Signed by                       )
Permira Holdings Limited        )       John M. Marren (signed)
acting by:                      )

Name: John M. Marren

Director

Signed by                       )
SVG Capital PLC                 )       Andrew C. Williams (signed)
acting by:                      )

Name: Andrew Christopher Williams

Director


CD050810101

                                       35

                               TABLE OF CONTENTS

1.   Interpretation 1

2.   Conditions 9

3.   Commitments from SVG Capital 9

4.   Access to Permira Funds and Permira Products 13

5.   Termination 23

6.   Notices 27

7.   Remedies and Waivers 27

8.   No Partnership and Conflict 28

9.   Contracts (Rights of Third Parties) Act 1999 28

10.  Further Assurance 28

11.  Entire Agreement 28

12.  Assignment 28

13.  Announcements 29

14.  Confidentiality 29

15.  Costs and Expenses 31

16.  Counterparts 31

17.  Choice of Governing Law 31

18.  Jurisdiction 32

19.  Agent for Service 32

Schedule 1 (Permira Advisory Entities) 32

Schedule 2 (Existing Fund Commitments) 33



                               DATED 21 March 2005



                            PERMIRA HOLDINGS LIMITED

                                     - and -

                                 SVG CAPITAL PLC


                     _______________________________________

                                    OPERATING
                                    AGREEMENT

                     _______________________________________




                                Slaughter and May
                                 One Bunhill Row
                                 London EC1Y 8YY
                                    (RRO/ADJ)
                                   CD050810101


THIS AGREEMENT is made on 21 March 2005 BETWEEN:

1.   THE PERMIRA  ADVISRY  ENTITIES,  details of which are set out in Schedule 1
     (each a "Permira  Advisory  Entity",  and together  the  "Permira  Advisory
     Entities"); and

2.   SVG  CAPITAL  PLC,  registered  in  England  under  no.  3066856  and whose
     registered office is at 31 Gresham Street, London EC2V 7QA ("SVG Capital").

WHEREAS:

(A)  SVG  Capital and Permira  have  agreed  that it is mutually  desirable  and
     beneficial  for SVG  Capital  and  Permira  to build  upon  their  existing
     relationship by facilitating the opportunity for the SVG Group to invest as
     the cornerstone investor in future funds and products raised by Permira and
     to be advised by the Permira Advisory Entities.

(B)  Accordingly,  the  parties  wish to record the terms upon which it has been
     agreed  that  members  of  the  SVG  Group  will  have  access,   and  make
     commitments, to Permira Funds and Permira Products.

(C)  The parties  also wish to provide  for SVG  Capital  receive the benefit of
     certain  undertakings in respect of Permira Funds and Permira  Products and
     related issues.

1.   Interpretation

1.1  In this Agreement:

     "Business Day"                     means a day (other than a Saturday or
                                        Sunday) on which banks are generally
                                        open for business in England and
                                        Guernsey;

       "IP Licence Agreement"           means the trade mark licence between
                                        Permira Advisers Limited and Permira
                                        I.P. Limited dated 28 August 2003
                                        relating, inter alia, to the name
                                        "Permira";

       "Operating Agreement"            means the operating agreement dated the
                                        same date as this Agreement and made
                                        between SVG Capital and PHL relating,
                                        inter alia, to certain undertakings

                                        regarding Permira Funds and Permira
                                        Products;

       "P123"                           means the product known as P123
                                        designed, managed and advised by members
                                        of the SVG Group to acquire, whether by
                                        secondary purchase or as subscriber,
                                        limited partner or other capital
                                        interests in all or some of the Permira
                                        Europe Funds;

       "P1234"                          means the product or products to be
                                        established from time to time as a
                                        successor to P123, under whatever name
                                        or names, and to be managed or advised
                                        by members of the SVG Group, to acquire
                                        solely, whether by secondary purchase or
                                        as subscriber, limited partner or other
                                        capital interests in all or some of the

                                        Permira Europe Funds and Permira Europe
                                        V;

       "PAE Entities"                   means, in respect of each Permira
                                        Advisory Entity, its subsidiaries and
                                        subsidiary undertakings from time to
                                        time, or any of them;

       "Permira" or "Permira Entities"  means the international network of
                                        entities providing management, advisory
                                        or consultancy services to, or
                                        conducting the business of designing,
                                        managing or advising, private equity and
                                        other funds or products under the
                                        overall business name "Permira" (or, if
                                        such network is rebranded, under such
                                        rebranded name), including, without
                                        limitation, PHL, each of the other
                                        members of the PHL Group, each Permanent
                                        Advisory Entity and each PAE Entity,
                                        and "Permira Entity" shall mean any one
                                        of them;

       "Permira Europe Funds"          means the Permira Funds known as Permira
                                       Europe I, Permira Europe II and Permira
                                       Europe III and Permira Europe IV;

       "Permira Europe IV"              means the Permira Fund to be established
                                        as a follow on or successor fund to the
                                        Permira Fund known as Permira Europe
                                        III;

       "Permira Europe V"               means the Permira Fund to be established
                                        as a follow on or successor fund to
                                        Permira Europe IV;

       "Permira Funds"                  means those private equity funds or
                                        products designed, managed or advised by
                                        any Permira Entity from time to time in
                                        respect of which equity funding is
                                        obtained, or to be obtained, in whole or
                                        in part, from persons other than Permira
                                        Entities or any Permira Preferential
                                        Investor;

       "Permira Name"                   means the name "Permira" and the
                                        unregistered trade marks, registered
                                        trade marks and any applications for
                                        trade mark registrations, and any domain
                                        names, which are the subject of the IP
                                        Licence Agreement;

                                       2


       "Permira Preferential Investors" means any of the following:

                                        (1)    any current or former partners
                                               and executives of any Permira
                                               Entity at the relevant time, any
                                               of their respective family
                                               members and any trust or similar
                                               arrangement of which the only
                                               beneficiaries are one or more of
                                               any such persons or any charity;
                                               or

                                        (2)    Permira Investments Limited, any
                                               co-investment scheme or any
                                               similar vehicle established to
                                               facilitate the investment in
                                               Permira Funds or Permira Products
                                               by any person, trust or similar
                                               arrangement referred to in (1)
                                               above;

                                        (3)    any current or former senior
                                               executive of any current or
                                               former investee company of any
                                               Permira Fund or Permira Product
                                               at the relevant time (and his
                                               respective family members) or any
                                               trust or similar arrangement
                                               of which the only beneficiaries
                                               are one or more of any such
                                               persons or any charity;


                                        (4)    any investor or potential
                                               investor in respect of which PHL,
                                               acting reasonably, has reason to
                                               believe, at the relevant time,
                                               that the inclusion of such person
                                               as an investor in any Permira
                                               Fund or Permira Product will or
                                               may provide a strategic
                                               relationship or benefit in
                                               respect of potential investment
                                               opportunities for that Permira
                                               Fund or Permira Product; or

                                        (5)    any entity or arrangement
                                               established solely to facilitate
                                               investments in any Permira Fund
                                               or Permira Product by or for the
                                               benefit solely of any person or
                                               persons referred to in (3) and
                                               (4) above;

       "Permira Products"                      means any fund or product
                                               (excluding Permira Funds but
                                               including, for the avoidance of
                                               doubt, debt or mezzanine funds)
                                               designed, managed or advised by
                                               any Permira Entity from time to
                                               time, in respect of which equity
                                               funding is obtained, or to be
                                               obtained, in whole or in part,
                                               from persons other than Permira
                                               Entities or any Permira
                                               Preferential Investor;

                                       3

       "Permitted Permira Investors"           means any of the following:

                                               (A)    any Permira Preferential
                                                      Investor; or

                                               (B)   any person which is at the
                                                     relevant time an investor
                                                     in an existing or former
                                                     Permira Fund or Permira
                                                     Product (or any person
                                                     related or associated with
                                                     such investor);

       "Permitted Permira Products"            means:

                                               (A)    any vehicle, entity or
                                                      arrangement referred to in
                                                      paragraph (2) or paragraph
                                                     (5) of the definition of
                                                      "Permira Preferential
                                                      Investor" above;

                                               (B)    any entity or arrangement
                                                      established solely to
                                                      facilitate the investment
                                                      in investment transactions
                                                      alongside any Permira Fund
                                                      or Permira Product by any
                                                      person which is at the
                                                      relevant time an investor
                                                      in such Permira Fund or
                                                      Permira Product (or any
                                                      person related or
                                                      associated with such
                                                      investor);

                                               (C)    subject to the provisions
                                                      of Clause 3.8, any entity,
                                                      the form of which is
                                                      consistent with market
                                                      practice at the relevant
                                                      time in respect of the
                                                      structuring of funds and
                                                      products that are
                                                      comparable with the
                                                      relevant Permira Fund or
                                                      Permira Product, which,
                                                      pursuant to the legal
                                                      agreements governing the
                                                      terms of the relevant
                                                      Permira Fund or Permira
                                                      Product, either forms part
                                                      of, or invests as part of,
                                                      the relevant Permira Fund
                                                      or Permira Product, or
                                                      operates as a conduit into
                                                      any entity forming part,
                                                      or investing as part, of
                                                      the relevant Permira Fund
                                                      or Permira Product;

                                       4

       "PHL"                                   means Permira Holdings Limited,
                                               registered in Guernsey with
                                               registered number 40432;

       "Proceedings"                           has the meaning given in clause
                                               17.1;

       "Proposed Date"                         has the meaning given in clause
                                               3.1(A);

       "s842 of ICTA"                          means section 842 of the Income
                                               and Corporate Taxes Act 1988, as
                                               amended from time to time, or any
                                               statutory provision enacted in
                                               substitution therefor or in
                                               replacement thereof;

       "Sapphire"                              means the feeder vehicle designed
                                               by members of the SVG Group for
                                               investment in the Permira Fund
                                               known as Permira Europe II;

       "Sapphire 4"                            means feeder vehicles or products
                                               designed, managed or advised by
                                               members of the SVG Group as a
                                               successor to Sapphire from time
                                               to time for investment solely in
                                               Permira Europe IV or Permira
                                               Europe V;

       "Service Document"                      has the meaning given in clause
                                               18.5;

       "Specified Commitments"                 has the meaning given in clause
                                               3.1(C);

       "SVG Capital Commitment"                has the meaning given in clause
                                               3.1(C);

       "SVG Group"                             means SVG Capital and its
                                               subsidiaries and subsidiary
                                               undertakings (including, for this
                                               purpose, the Platinum Trust) from
                                               time to time, or any of them;

       "SVG Group and Product Commitment"      has the meaning given in clause
                                               3.1(C);

       "SVG Products"                          means any private equity fund or
                                               product, any structured fund or
                                               product or any other fund or
                                               product for quoted or unquoted
                                               investment (including, without
                                               limitation, any fund of funds),
                                               in each case, managed or advised
                                               by any member of the SVG Group
                                               from time to time, (including,
                                               without limitation, P123, P1234
                                               and Sapphire 4) for so long as a
                                               member of the SVG Group is the
                                               adviser thereto or manager
                                               thereof; and

                                       5
       "UKLA"                                  has the meaning given in clause
                                               12.2(B).

1.2  In this Agreement, unless otherwise specified:

     (A)  use of the singular shall include the plural and vice versa;

     (B)  use of any gender includes the other genders;

     (C)  references  to a  "company"  shall be  construed  so as to include any
          company,  corporation  or other body  corporate,  wherever and however
          incorporated or established  (including,  without  limitation,  a unit
          trust or equivalent entity);

     (D)  references  to a "person"  shall be  construed  so as to  include  any
          individual,  firm,  company,  government,  state or agency of a state,
          local or municipal  authority or government body or any joint venture,
          association  or  partnership  (whether  or not having  separate  legal
          personality);

     (E)  references to "in writing" or "written"  shall  include  references to
          any  method of  representing  or  reproducing  words in a legible  and
          non-transitory form (including by e-mail); and

     (F)  a reference to any other  document  referred to in this Agreement is a
          reference to that other document as amended, varied or supplemented at
          any time.

2.   Conditions

     The obligations of the parties under this Agreement,  save for clauses 3.4,
     3.5, 3.8, 3.10,  3.11,  3.12, 3.13, 3.14, and 4 to 18, are conditional upon
     the Operating  Agreement  becoming  unconditional  in  accordance  with its
     terms.

3.   Access to Permira Funds and Permira Products

3.1  Each Permira  Advisory  Entity agrees that it shall not provide,  and shall
     procure  that no  other  PAE  Entity  shall  provide,  any  information  or
     assistance,  directly or indirectly (including,  without limitation, acting
     as a  general  partner),  in  respect  of the  establishment,  development,
     marketing  or  management  of, or the  provision  of advice to, any fund or
     product  unless the steps to be taken by or on behalf of the relevant  fund
     or product  pursuant to this  clause3.1  have been taken by or on behalf of
     that fund or product in accordance with this clause 3.1:

     (A)  prior to the launch of the  information  memorandum  relating  to such
          fund or product,  SVG Capital shall be given at least 3months' advance
          notice of such proposed launch (which notice shall be accompanied by a
          statement of the proposed  principal  terms and an overview of the key
          information  proposed  to be included  in the  information  memorandum
          relating to such fund or product and must include the proposed date of
          the launch of the information memorandum (the "Proposed Date") and the
          proposed  amount to be raised by final  close of that fund or  product
          (which amount, for the avoidance of doubt, may be a range));

                                       6

     (B)  during the minimum  3month  period  referred to in  clause3.1(A),  SVG
          Capital,  SVG Advisers Limited and their respective external legal and
          tax  advisers  shall be given  the  opportunity  to  conduct  such due
          diligence as is  customarily  undertaken by investors in similar funds
          or  products  into the  proposed  fund or  product  together  with the
          opportunity (subject always to the provisions of clause 3.3) to review
          and  negotiate  with PHL in good faith for a period of not less than 2
          months  (which 2 month  period  must have  expired at least seven days
          prior to the Proposed Date) the terms of the draft limited partnership
          agreement (or equivalent  agreement) and side letter thereto  proposed
          to be entered into by investors in connection  with the  establishment
          of the relevant fund or product (which draft agreement and side letter
          shall have been  provided to SVG Capital  for such  purpose,  together
          with a draft of the  information  memorandum  relating to such fund or
          product, prior to the commencement of such 2month period);

     (C)  subject to the satisfaction of the  requirements of clauses3.1(A)  and
          3.1(B),  at least 7 days prior to the Proposed Date, SVG Capital shall
          notify  PHL in writing of (i)the  amount of the  commitment  which SVG
          Capital  itself  wishes to make to the  relevant  fund or product (the
          "SVG  Capital  Commitment"),  and (ii) the  additional  amount  of the
          commitment which any member of the SVG Group and any relevant party on
          behalf  of any SVG  Product  wishes  to make to the  relevant  fund or
          product  (the "SVG Group and  Product  Commitment")  (the SVG  Capital
          Commitment and the SVG Group and Product Commitment being together the
          "Specified Commitments");

     (D)  if notice in respect of Specified  Commitments  is given in accordance
          with clause3.1(C),  SVG Capital, any relevant members of the SVG Group
          and the relevant  party on behalf of any relevant SVG Product shall be
          committed  to the  Specified  Commitment  of the  relevant  parties to
          subscribe,  and the  relevant  legal entity or person on behalf of the
          relevant   fund  or  product   shall  be   committed  to  accept  such
          subscription and to issue,  the relevant  interests in respect of that
          fund or product, in each case subject only to:

          (i)  the  relevant  Permira  Fund or  Permira  Product  having a first
               close; and

          (ii) the terms of the  relevant  Permira  Fund or  Permira  Product or
               product   being   consistent   with  those  agreed   pursuant  to
               clause3.1(B),  save for any amendment  permitted to be made under
               the terms of the limited  partnership  agreement  and side letter
               agreed in accordance with clause3.1(B) in respect of the relevant
               fund or product by the general partner (or equivalent  entity) of
               the relevant  fund or product  without  consent of the  investors
               therein,

          provided  always  that,  on each and  every  close in  respect  of the
          relevant fund or product,  the amount of the SVG Capital Commitment to
          be invested by SVG Capital on any such close and any subsequent  close
          shall be scaled back:

                                       7

          (a)  if and to the extent that SVG Capital reasonably determines it is
               necessary  to do so to ensure that SVG Capital  shall not, at the
               relevant  time,  breach any  requirement  with which SVG  Capital
               needs to  comply  in order  for SVG  Capital  to  continue  to be
               approved as an investment  trust for United  Kingdom tax purposes
               as a result of such investment; or

          (b)  if and to the extent that SVG Capital reasonably determines it is
               necessary  to do so to  avoid  any  investment  arising  that may
               result in a person being treated as a member of the SVG Group for
               the purposes of s842 of ICTA,

          and SVG Capital shall,  at the same time,  provide to PHL the detailed
          basis for such determination,  but without prejudice to the rights and
          obligations of SVG Capital to subscribe the balance of the SVG Capital
          Commitment on any subsequent  close of the relevant fund or product to
          the extent of such scale back (subject,  on any such subsequent close,
          to the provisions of this proviso).

     In the event of any scale back of the amount of the SVG Capital  Commitment
     at the final  close in  respect  of any fund or  product  pursuant  to this
     clause  3.1  other  members  of the SVG Group or any SVG  Product  shall be
     entitled,  by notice in writing to PHL, to increase their commitment to the
     relevant fund or product by an aggregate amount equal to the amount of such
     scale back.

     In respect of the SVG Group and Product  Commitment  (but for  avoidance of
     doubt not the SVG Capital Commitment),  such commitment may on subscription
     be satisfied by any one or more of SVG Capital, any member of the SVG Group
     or any  relevant  entity on behalf of a SVG Product by notice in writing to
     PHL at  least 7 days  prior  to the  date  of the  proposed  close  for the
     relevant fund or product.

3.2  The Permira Advisory  Entities  acknowledge that, if, having entered into a
     commitment  pursuant to clause  3.1(C),  SVG  Capital,  a member of the SVG
     Group or the  relevant  entity on behalf of an SVG Product  notifies PHL of
     its desire to make additional  commitments to the relevant  Permira Fund or
     Permira  Product  prior to the final closing  thereof,  PHL and SVG Capital
     shall  discuss  such  proposals in good faith (but  without  obligation  on
     either  party) with a view to reaching  agreement as to the amount (if any)
     of such additional commitment which will be made.

3.3  (A)  The  Permira   Advisory   Entities   acknowledge  that  any  financial
          commitments and contributions  made by SVG Capital or any other member
          of the SVG Group or the  relevant  entity on behalf of any SVG Product
          pursuant to the  procedures set out in clauses 3.1 and 3.2 shall be on
          such  terms as SVG  Capital,  on the one hand,  and PHL (or such other
          entity on behalf of the relevant fund or product),  on the other,  may
          agree in accordance  with such  procedures,  provided that the parties
          acknowledge  that the terms to be  offered to SVG  Capital,  the other
          members  of the SVG  Group  and  any SVG  Product,  and on  which  SVG
          Capital,  any member of the SVG Group or the relevant entity on behalf
          of any SVG Product may make any such  commitment and  contribution  to
          Permira Europe IV, shall be broadly consistent with the terms on which
          members of the SVG Group have made commitments to Permira Europe II or
          Permira Europe III (including,  for the avoidance of doubt,  the terms
          of any side  letters in respect the  relevant  fund for the benefit of
          members of the SVG  Group),  save,  in the event that PHL  proposes an
          amendment  to  such  terms,  to the  extent  that  such  amendment  is
          consistent  with a  change  in the  terms  offered  in the  market  by
          Permira's principal  competitors in respect of funds and products that
          are comparable  with Permira Europe IV which change has occurred prior
          to the launch of the information memorandum relating to Permira Europe
          IV.

                                       8

     (B)  The Permira  Advisory  Entities  acknowledge  that, if,  following the
          agreement of terms  between SVG  Capital,  any other member of the SVG
          Group or the relevant party on behalf of any SVG Product in respect of
          any Permira  Fund or Permira  Product,  any  investor  (other than any
          Permira  Preferential  Investor) shall be given the right to invest in
          that  Permira  Fund  or  Permira  Product  on  terms  which  are  more
          favourable  than the terms of the investment made or to be made by SVG
          Capital,  any other member of the SVG Group or any entity on behalf of
          any SVG Product, SVG Capital and any relevant other members of the SVG
          Group and any entity on behalf of any  relevant  SVG Product  shall be
          entitled  to most  favoured  nation  status  in  respect  of such more
          favourable terms (provided that,  following  agreement of the terms of
          the relevant fund or product pursuant to clause 3.1 and the entry into
          of the relevant legal agreements and any side letter on first close of
          such fund or product, the right to such status shall be subject to the
          terms of such  agreements  and side  letter),  PHL  shall  notify  SVG
          Capital  in  writing  of such more  favourable  terms from which it is
          entitled to benefit in accordance  with this clause3.3 and SVG Capital
          shall be able to elect, by notice in writing to PHL in accordance with
          the relevant  legal  agreements or side letter in respect of such fund
          or product, if executed,  or, if such legal agreements and side letter
          have not then been executed, within 15Business Days of receipt of such
          notice,  that the  terms on which  SVG  Capital,  any  relevant  other
          members of the SVG Group and any entity on behalf of any  relevant SVG
          Product shall invest in that Permira Fund or Permira  Product shall be
          amended accordingly.

3.4  Without  prejudice to the  provisions of clause 3.3, each Permira  Advisory
     Entity shall not, and shall procure that no other PAE Entity shall, provide
     any information,  advice or assistance,  directly or indirectly (including,
     without limitation,  acting as general partner),  in respect of any Permira
     Fund or Permira  Product  in respect of which any third  party is granted a
     right to invest in Permira Funds and/or Permira Products on a similar basis
     to that granted to SVG Capital under any of clauses 3.1 to 3.3 above.  Each
     Permira  Advisory  Entity  confirms that, as at the date of this Agreement,
     neither  it nor any other PAE  Entity is a party to any such  agreement  or
     arrangement  with any third party and each Permira  Advisory Entity further
     undertakes  to SVG Capital that it shall not, and it shall  procure that no
     other PAE Entity shall,  enter into any such agreement or arrangement  with
     any third  party at any time  prior to the  expiry or  termination  of this
     Agreement.

3.5  Notwithstanding  the other provisions of this clause 3, none of the Permira
     Advisory  Entities shall provide,  and each Permira  Advisory  Entity shall
     procure that none of the other PAE Entities shall provide, any information,
     advice  or   assistance,   directly  or  indirectly   (including,   without
     limitation,  acting as a general partner),  to Permira Europe IV or Permira
     Europe V, unless,  subject to the  provisions of clause 3.17,  the relevant
     Permira Fund (or the relevant  Permira Advisory Entity or other PAE Entity)
     has agreed to provide, and provides, in relation to P1234 and Sapphire 4:

                                        9

     (A)  save to the extent any such waiver is required  from a third party and
          that   third   party   withholds   such   waiver,   such   waivers  of
          confidentiality  in  relation  to  the  information  provided  in  the
          information  memorandum  relating  to the  relevant  Permira  Fund  or
          Permira Product as SVG Capital may reasonably  request to launch P1234
          and  Sapphire  4 and to market  P1234 and  Sapphire  4 to  prospective
          investors;

     (B)  such  further  information  as SVG Capital may  reasonably  request in
          order to launch  P1234 and Sapphire 4 and to market P1234 and Sapphire
          4 to prospective investors;

     (C)  the attendance of Permira partners at a reasonable  number of investor
          meetings or  roadshows  organised by SVG Capital (or by any adviser to
          SVG  Capital),  provided  that a  reasonable  number of  investors  or
          potential investors in P1234 or Sapphire 4 have been invited to attend
          such  meetings  and  roadshows,  in each case in order to  assist  the
          marketing of P1234 and Sapphire 4 to prospective investors; and

     (D)  such consents to transfers to P1234 and Sapphire 4 of limited  partner
          or other  capital  interests  in the Permira  Europe  Funds or Permira
          Europe V as SVG Capital may reasonably  request and as may be provided
          without putting PHL or any other Permira Entity in breach of the legal
          agreements  constituting  Permira  Europe  IV or  Permira  Europe V as
          relevant.

3.6  Each  Permira  Advisory  Entity  agrees that it shall not, and each Permira
     Advisory  Entity  further  agrees that it shall  procure that no PAE Entity
     shall, design, launch, manage or advise (or assist,  directly or indirectly
     (including  by acting as the general  partner),  any person  other than SVG
     Capital or any member of the SVG Group to design,  launch manage or advise)
     any equity structured funds or products for investment in Permira Europe IV
     and/or Permira  Europe V, other than any Permitted  Permira  Products.  SVG
     Capital or such other  member of the SVG Group  shall be entitled to retain
     all fees arising out of P1234 and Sapphire 4 (or any other structured funds
     or  products  in respect  of  investments  in Permira  Europe IV or Permira
     Europe V which it manages or  advises),  excluding,  for the  avoidance  of
     doubt,  any such fees that are payable  under the  agreements  establishing
     Permira  Europe IV or Permira  Europe V. For the  avoidance of doubt,  this
     clause 3.6 shall not prohibit the customary  marketing of Permira Europe IV
     or Permira  Europe V to  potential  investors  by any  Permira  Entity,  in
     respect of which marketing the provisions of clause3.7 shall apply.

3.7  Each Permira  Advisory  Entity agrees that in respect of Permira  Europe IV
     and Permira Europe V:

                                       10

     (A)  it shall  not,  and  shall  procure  that no other PAE  Entity  shall,
          without  the  prior  written  consent  of  SVG  Capital,   accept  any
          application  to invest an amount of less than EUR10 million in respect
          of Permira Europe IV or Permira Europe V (save for an application from
          any Permitted Permira Investor); and

     (B)  it shall,  and shall procure that each other PAE Entity shall,  market
          and  promote  the funds and  products to which this clause 3.7 relates
          with the aim of giving effect to the provisions of clause 3.7(A),

     provided  that,  in any  case,  applications  from  related  or  associated
     investors or  applications  from investors  coordinated by a common adviser
     will be aggregated for the purposes of determining the appropriate level of
     any application as long as such  relationship,  association or coordination
     is bona fide and not the result of any scheme or arrangement  instigated by
     any person with the aim of circumventing the provisions of this clause 3.7.

3.8  Each Permira  Advisory  Entity  agrees that it shall not, and shall procure
     that no PAE Entity shall, design,  establish,  launch, manage or advise, or
     assist in any way (whether  directly or indirectly) in the establishment or
     development of, any publicly traded permanent capital vehicle, save for any
     such vehicle that (i)is  established as part of a Permira Fund, (ii)is in a
     form consistent with market practice at the relevant time in respect of the
     structuring  of funds and products that are  comparable  with Permira Funds
     and Permira  Products,  (iii)is  established  and structured  such that the
     maximum  number of persons who can hold  investments in such vehicle at any
     one time is two, and  (iv)does not compete with SVG Capital for  investors.
     For the  avoidance of doubt,  nothing in this  Agreement  shall prevent any
     Permira  Advisory  Entity or any Permira Fund or Permira Product seeking or
     accepting  investment  from any third party permanent  capital  investor in
     respect of any Permira Fund or Permira Product or providing  information to
     such person in accordance with the terms of that investment,  provided,  in
     each case,  that the other  provisions  of this clause 3 have been complied
     with.

3.9  (A)  Each Permira  Advisory  Entity  agrees that prior to the launch of any
          New Product by any  Permira  Advisory  Entity or any PAE  Entity,  the
          relevant  Permira  Advisory  Entity will notify PHL and SVG Capital of
          such proposed launch and, if so requested by SVG Capital, SVG Capital,
          the relevant  Permira  Advisory Entity and PHL will meet to discuss in
          good faith  whether SVG Capital may be able to be granted an advisory,
          co-operation  or other role in respect  of such New  Product.  For the
          avoidance  of doubt,  nothing  in this  clause  3.9 shall  oblige  any
          Permira  Advisory Entity or any PAE Entity to enter into any agreement
          or arrangement with SVG Capital with respect to any New Product.

     (B)  For the purposes of this clause 3.9, "New Product" shall mean any fund
          or product designed,  established or raised at any time after the date
          of this Agreement (including, without limitation, any fund or product,
          the  principal  investment  policy  of  which  is to  invest  in  debt
          instruments  or  a  particular  industry  sector  (including,  without
          limitation,  real estate, oil and gas or timber)), but excluding,  for
          the  avoidance of doubt,  any Permira Fund and any  Permitted  Permira
          Products.

                                       11

3.10 Each Permira Advisory Entity warrants to SVG Capital that:

     (A) it has the  requisite  power and  authority  to enter into and perform
         this Agreement;

     (B) the  obligations of that Permira  Advisory Entity under this Agreement
         constitute  binding  obligations  of that Permira  Advisory  Entity in
         accordance with its terms;

     (C) the  execution  and delivery of, and the  performance  by that Permira
         Advisory Entity of, its obligations under, this Agreement will not:

        (i)    result in a material breach of any provision of the memorandum or
               articles  of  association   or  any   equivalent   constitutional
               documents of the relevant Permira Advisory Entity;

       (ii)    result in a material  breach of, or  constitute a default  under,
               any instrument to which the relevant Permira Advisory Entity is a
               party or by which that Permira Advisory Entity is bound;

       (iii)   result in a breach of any order,  judgment or decree of any court
               or  governmental  agency to which the relevant  Permira  Advisory
               Entity is a party or by that Permira Advisory Entity is bound; or

       (iv)    require the consent of its shareholders or of any other person.

3.11 Each Permira  Advisory Entity  undertakes to SVG Capital to take such steps
     as it is  reasonably  able to do to ensure  that no  Permira  Entity or any
     Permira partner takes any action the purpose or effect of which is to avoid
     the commercial effect of this Agreement.

3.12 Each Permira  Advisory Entity  undertakes to SVG Capital that it shall not,
     and it shall  procure  that no PAE  Entity  shall,  act as  adviser  to any
     Permira Fund or Permira Product (whether in a formal or informal  capacity)
     unless the  relevant  steps set out in clause3.1 in respect of that Permira
     Fund or Permira  Product  have been  taken by or on behalf of that  Permira
     Fund or Permira  Product in accordance with clause3.1 and, in the case of a
     Permira  Europe IV or Permira Europe V only, a member of the PHL Group acts
     as the general partner to that Permira Fund.

3.13 Notwithstanding  any other provision of this  Agreement,  any commitment or
     arrangement  relating to the provision of  information  or the agreement to
     provide  consents  in favour of, or  assistance  to,  any  person  shall be
     subject to the overriding qualifications that:

     (A)  no such  information,  consent or  assistance  shall be required to be
          provided pursuant to or as a result of the operation of this Agreement
          if the provision thereof would result in that party or, in the case of
          SVG  Capital,  any  member of the SVG Group,  and,  in the case of any
          Permira Advisory Entity,  Permira Fund or Permira Product, any Permira
          Entity,  being in breach of any law or regulatory  requirement or rule
          applicable to it howsoever  arising or any legal agreements  governing
          any Permira Fund or Permira Product;

                                       12

     (B)  such   information   shall  be   provided   on  the   basis   that  no
          representation, warranty or undertaking of any nature is given, and no
          liability  is or may be  assumed,  by or on behalf of any person as to
          the accuracy or completeness  of any such  information or otherwise in
          respect of such information;

     (C)  no such  information  or  assistance  shall be provided if, acting and
          assessed  reasonably,  it would  result  in any  actual  or  potential
          liability for any Permira  Entity,  any member of the SVG Group or any
          partner,  director,  officer or employee of any Permira  Entity or any
          member of the SVG Group; and

     (D)  such information shall be provided subject to the terms of clause 13,

     provided  that  nothing in this  clause  3.13 shall  operate to exclude any
     liability of the party providing such information, consent or assistance in
     respect of fraud.

3.14 If Permira is rebranded at any time prior to the expiry or  termination  of
     this  Agreement,  the  provisions of this Agreement that refer or relate to
     the Permira Name shall  continue to apply in respect of such rebranded name
     mutatis mutandis.

4.   Termination

4.1  This  Agreement  shall  commence on the date hereof and,  unless  otherwise
     agreed by the parties in writing,  shall  automatically  terminate upon the
     termination of the Operating Agreement in accordance with its terms.

4.2  Any termination of this Agreement shall be without prejudice to any and all
     rights and  liabilities  of the  parties  which have  accrued  and not been
     satisfied prior to such termination.

5.   Notices

5.1  A notice under this Agreement  shall only be effective if it is in writing.
     Faxes are permitted.

5.2  Notices  under this  Agreement  shall be sent to a party at its  address or
     number and for the attention of the individual set out below:

                                       13

Party and title of individual       Address                   Facsimile no.

Permira Advisory Entities           20 Southampton Street,    020 7497 2174
                                    London,
Att: Ian Sellars                    WC2E 7QH

SVG Capital                         111 Strand,                020 7240 5346
                                    London,
Att:  The Chairman                  WC2R 0AG


PROVIDED THAT a party may change its notice  details on giving seven days notice
to the other parties of the change in accordance with this clause.

5.3  Any notice  given  under this  Agreement  shall,  in the absence of earlier
     receipt, be deemed to have been duly given as follows:

     (A)  if delivered personally, on delivery;

     (B)  if sent by first class inland post, three clear days after the date of
          posting; and

     (C)  if sent by facsimile, when sent.

6. Remedies and Waivers

6.1  No delay or  omission  by any party to this  Agreement  in  exercising  any
     right, power or remedy provided by law or under this Agreement shall:

     (A)  affect that right, power or remedy; or

     (B)  operate as a waiver of it.

6.2  The single or partial  exercise of any right,  power or remedy  provided by
     law or under  this  Agreement  shall  not  preclude  any  other or  further
     exercise of it or the exercise of any other right, power or remedy.

6.3  The rights,  powers and remedies  provided in this Agreement are cumulative
     and not exclusive of any rights, powers and remedies provided by law.

7.   No Partnership and Conflict

     Nothing in this  Agreement  and no action taken by any of the parties under
     this Agreement shall constitute a partnership,  association,  joint venture
     or other co-operative entity between the parties (or any of them).

8.   Contracts (Rights of Third Parties) Act 1999

                                       14

     The parties to this Agreement do not intend that any term of this Agreement
     should be enforceable, by virtue of the Contracts (Rights of Third Parties)
     Act 1999, by any person who is not a party to this Agreement.

9.   Further Assurance

     Each  party  shall at its own  cost,  from time to time on  request,  do or
     procure the doing of all acts and/or  execute or procure the  execution  of
     all documents which any other party may reasonably  consider  necessary for
     giving full effect to this Agreement and securing to the  requesting  party
     the full  benefit of the rights,  powers and  remedies  conferred  upon the
     requesting party in this Agreement.

10.  Entire Agreement

10.1 This Agreement constitutes the whole and only agreement between the parties
     relating to the matters referred to herein or therein.

10.2 Except  in the case of fraud,  no party to this  Agreement  shall  have any
     right of action against any other party to this Agreement arising out of or
     in  connection  with any  draft,  agreement,  heads of terms,  undertaking,
     representation,  warranty,  promise, assurance or arrangement of any nature
     whatsoever,  whether or not in writing,  relating to the subject  matter of
     this Agreement made or given by any person at any time prior to the date of
     this  Agreement  except to the extent that it is repeated in this Agreement
     or any of the agreements and documents referred to herein.

10.3 This  Agreement  may only be varied in  writing  signed by each of the
     parties.

11.  Assignment

     None of the Permira  Advisory  Entities  party shall  assign,  or declare a
     trust  over,  all or any part of the  benefit of, or its rights or benefits
     under, this Agreement without the prior written consent of SVG Capital.

12.  Announcements

12.1 No  announcement  concerning the matters  contemplated by this Agreement or
     any ancillary  matter shall be made by any Permira  Advisory Entity without
     the  prior  written  approval  of  SVG  Capital,  such  approval  not to be
     unreasonably  withheld or delayed.  This  sub-clause  does not apply in the
     circumstances described in clause12.2.

12.2 Any Permira Advisory Entity may, after consultation with SVG Capital,  make
     an  announcement  concerning the matters  contemplated by this Agreement or
     any ancillary matter if required by:

     (A)  law or regulation; or

     (B)  any securities  exchange or regulatory or  governmental  body to which
          that  party  is  subject  or  submits,  wherever  situated,  including
          (amongst  other  bodies) the United  Kingdom  Listing  Authority  (the
          "UKLA"),  the  London  Stock  Exchange  plc,  the  Financial  Services
          Authority  or the Panel on Takeovers  and Mergers,  whether or not the
          requirement has the force of law.

                                       15

12.3 The restrictions contained in this clause shall apply without limit in time
     notwithstanding termination in accordance with clause 5.

13.  Confidentiality

13.1 Each Permira Advisory Entity shall treat as confidential, and shall procure
     that each PAE Entity shall, treat as confidential all information  obtained
     by it after the date  hereof as a result of the  relationship  between  the
     parties  contemplated  by this  Agreement from the other party (or from any
     person on behalf of that party or from any other  member of the SVG Group),
     or obtained  as a result of entering  into or  performing  this  Agreement,
     including, without limitation, information which relates to:

     (A)  the  provisions of this  Agreement or any of the other  agreements and
          documents referred to herein;

     (B)  the negotiations relating to this Agreement; or

     (C)  SVG Capital, any other member of the SVG Group or any SVG Products.

13.2 Notwithstanding  the  other  provisions  of  this  clause13,  each  Permira
     Advisory Entity may disclose any such confidential information:

     (A)  if and to the extent  required by applicable  law or regulation or for
          the purpose of any judicial proceedings;

     (B)  if and to the extent required by any securities exchange or regulatory
          or  governmental  body to which  that  party is  subject  or  submits,
          wherever  situated,  including  (amongst  other bodies) the UKLA,  the
          London Stock Exchange plc, the Financial Services Authority, the Panel
          on  Takeovers  and  Mergers or any tax  authority,  whether or not the
          requirement for information has the force of law;

     (C)  to (i) its auditors or accountants to the extent  reasonably  required
          for the purpose of the  preparation of its audited or other  accounts,
          the  making  of  any  of  its  regulatory  filings  or  any  circular,
          prospectus or listing particulars issued by that party;  (ii)its legal
          advisors  to the  extent  reasonably  required  for the  provision  of
          professional  advice;  (iii) its tax advisers to the extent reasonably
          required  for  the  purposes  of the  preparation  and  filing  of its
          relevant  tax  returns;  or  (iv)its  lending  bankers  to the  extent
          required  in order for its bankers to consider  the  provision  of any
          finance to the relevant party; or

     (D)  if and to the extent the  information  has come into the public domain
          through  no  fault  of  that  party,  provided  that,  subject  to the
          provisions of clauses 13.2(A) and 13.2(B),  no Permira Advisory Entity
          shall make any public  statement  containing or otherwise  publish any
          such information to which clause 13.1 applies which relates to another
          company or companies until such company or companies (or any person on
          their behalf) has made a public statement in respect thereof; or

                                       16


     (E)  if and to the extent SVG Capital has given  prior  written  consent to
          the disclosure.

     Any  information  to be disclosed  pursuant to  paragraphs  (A), (B) or (C)
     shall be disclosed only after  consultation  with SVG Capital to the extent
     practicable in the circumstances.

13.3 Each  Permira  Entity and SVG Capital  agree that if and to the extent that
     any  information  to which this  clause 13 may apply is subject to separate
     confidentiality  and  disclosure  arrangements  agreed  between any Permira
     Entity,  any Permira Fund or any Permira Product,  on the one hand, and any
     member  of the SVG  Group  or any  SVG  Product,  on the  other,  then  the
     provisions of such agreed arrangements shall prevail over the provisions of
     this  clause  13  in  respect  of  that  information  (including,   without
     limitation,  where any  member of the SVG  Group or any SVG  Product  is an
     investor in any Permira Fund or Permira  Product the relevant  terms of the
     legal agreements  (including any side letters  applicable to such member of
     the SVG  Group or such  SVG  Product)  establishing  that  Permira  Fund or
     Permira Product).

13.4 The restrictions contained in this clause shall apply without limit in time
     notwithstanding termination of this Agreement in accordance with clause 5.

14.  Costs and Expenses

     Each  party  shall  pay its own,  including  its own  advisers',  costs and
     expenses  in  relation  to  the  negotiation,  preparation,  execution  and
     carrying into effect of this Agreement.

15.  Counterparts

15.1 This  Agreement may be executed in any number of  counterparts,  and by the
     parties on separate  counterparts,  but shall not be  effective  until each
     party has executed at least one counterpart.

15.2 Each counterpart  shall  constitute an original of this Agreement,  but all
     the counterparts shall together constitute but one and the same instrument.

16.  Choice of Governing Law

     This  Agreement is governed by, and shall be construed in accordance  with,
     English law.

17.  Jurisdiction

17.1 The  courts of  England  are to have  jurisdiction  to settle  any  dispute
     arising out of or in connection with this Agreement. Any proceeding,  suit,
     claim  or  action  arising  out of or in  connection  with  this  Agreement
     ("Proceedings") may therefore be brought in the English courts.

                                       17


17.2 Nothing  contained  in this clause shall limit the right of either party to
     take  Proceedings  against  the other  party in any  other  court or in the
     courts of more than one jurisdiction at the same time.

18.  Agent for Service

18.1 Each  Permira  Advisory  Entity  incorporated  outside  England  and  Wales
     irrevocably  appoints Permira  Advisers  Limited of 20 Southampton  Street,
     London,  WC2E 7QH to be its agent for the  receipt of service of process in
     England  with respect to any Service  Document.  It agrees that any Service
     Document may be effectively  served on it in connection with Proceedings in
     England and Wales by service on its agent.

18.2 Any Service  Document shall be deemed to have been duly served upon Permira
     Advisers  Limited if marked for the  attention of the  Managing  Partner of
     Permira Advisers Limited at 20 Southampton Street, London, WC2E 7QH or such
     other  address  within  England  and Wales as may be  notified to the party
     wishing to serve the Service Document and:

     (A) left at the specified address; or

     (B)  sent to the specified address by first class post.

     In the case of (A), the Service  Document  will be deemed to have been duly
     served when it is left. In the case of (B), the Service  Document  shall be
     deemed to have been duly served three clear days after the date of posting.

18.3 If the agent  described in clause 18.1 at any time ceases for any reason to
     act as such,  the Permira  Advisory  Entities  shall  appoint a replacement
     agent  having an address for  service in England or Wales and shall  notify
     SVG Capital of the name and address of the replacement agent.  Failing such
     appointment  and  notification,  SVG Capital shall be entitled by notice to
     the  Permira  Advisory  Entities to appoint a  replacement  agent to act on
     behalf of the Permira  Advisory  Entities.  The  provisions  of this clause
     applying to service on an agent apply  equally to service on a  replacement
     agent.

18.4 A copy of any Service  Document served on an agent shall be sent by post to
     the relevant Permira  Advisory  Entity.  Failure or delay in so doing shall
     not prejudice the effectiveness of service of the Service Document.

18.5 "Service  Document" means a claim form, order or judgment issued out of the
     courts of England and Wales/document  relating to or in connection with any
     Proceedings.

                                       18



                                   SCHEDULE 1
                          (Permira Advisory Entities)

PERMIRA EUROPE B.V., whose registered office is at Parnassustoren, Locatellikade
1, 1076 AZ, Amsterdam, the Netherlands.

PERMIRA CONSEIL S.A.S.,  whose registered office is at 41 Avenue George V, 75008
Paris, France.

PERMIRA  ADVISERS LLC, a New York limited  liability  company  whose  registered
office is at 399 Park Avenue, 36th Floor, New York, New York, 10022-4690, United
States.

PERMIRA S.A., a British Virgin  Islands  company acting through its branch based
at 13 Via Maggio, 6900, Lugano, Switzerland.

PERMIRA ADVISERS AB, a Swedish company carrying on business at Birger Jarlsgatan
12, SE-114 34 Stockholm Sweden.

PERMIRA PARTNERS LLP, a limited liability partnership carrying on business at 20
Southampton Street, London WC2E 7QG.

PERMIRA  ASSOCIATI  S.P.A., a company  established under the laws of Italy whose
registered office is at Corso Europa 12, Milan, Italy.

PERMIRA  BETEILIGUNGSBERATUNG  GMBH, whose registered office is at ClemensstraXe
9, 60487 Frankfurt, Germany.

PERMIRA ASESORES S.L.,  whose address is at Plaza del Marques de Salamanca,  10,
Primero Izda, 28006 Madrid, Spain.

                                       19



Signed by                          )
SVG Capital PLC                    )      Andrew C. Williams (signed)
acting by:                         )

Name:    Andrew Christopher Williams

Director


Signed for and on behalf of        )
PERMIRA EUROPE B.V.                )      Johannes J. Schellingerhout (signed)
acting by:                         )

Name(s): Johannes J. Schellingerhout

Title(s)          Director



Signed for and on behalf of        )
PERMIRA CONSEIL S.A.S              )      Philippe Robert (signed)
acting by:                         )

Name(s):          Philippe Robert

Title(s)          President Directeur general




Signed for and on behalf of        )
PERMIRA ADVISERS LLC               )      Allen Haight (signed)
acting by:                         )

Name(s):          Richard Allen Haight

Title(s)          Managing Director

                                       20




Signed for and on behalf of         )
PERMIRA S.A.                        )     Guido Turati (signed)
acting by:                          )

Name(s): Guido Turati

Title(s)



Signed for and on behalf of         )
PERMIRA ADVISERS AB                 )      Kurt Bjorklund (signed)
acting by:                          )

Name(s):         Kurt Bjorklund

Title(s)         Managing Director



Signed for and on behalf of         )
PERMIRA PARTNERS LLP                )      Ian Sellars (signed)
acting by:                          )

Name(s):         Ian Sellars

Title(s)         Partner



Signed for and on behalf of         )
PERMIRA ASSOCIATI S.P.A.            )      Guido Paolo Gamucci (signed)
acting by:                          )

Name(s):        Guido Paolo Gamucci

Title(s)        Chief Executive Officer

                                       21



Signed for and on behalf of         )
PERMIRA                             )      Thomas Krenz (signed)
BETEILIGUNGSBERATUNG GMBH           )
acting by:                          )

Name(s):        Thomas Krenz

Title(s)        Managing Director and "Geschaftsfuhrer"



Signed for and on behalf of         )
PERMIRA ASESORES S.L.               )      Carlos Mallo (signed)
acting by:                          )

Name(s):         Carlos Mallo

Title(s)         Managing director


                                       22










                               TABLE OF CONTENTS

1.      Interpretation                                           1

2.      Conditions                                               6

3.      Access to Permira Funds and Permira Products             6

4.      Termination                                             13

5.      Notices                                                 13

6.      Remedies and Waivers                                    14

7.      No Partnership and Conflict                             14

8.      Contracts (Rights of Third Parties) Act 1999            14

9.      Further Assurance                                       15

10.     Entire Agreement                                        15

11.     Assignment                                              15

12.     Announcements                                           15

13.     Confidentiality                                         16

14.     Costs and Expenses                                      17

15.     Counterparts                                            17

16.     Choice of Governing Law                                 17

17.     Jurisdiction                                            17

18.     Agent for Service                                       18

SCHEDULE 1 (Permira Advisory Entities)                          19




                                                             CONFORMED COPY




                              DATED 21 March 2005







                         THE PERMIRA ADVISORY ENTITIES



                                    - and -



                                SVG CAPITAL PLC







                    _______________________________________

                                 PAE OPERATING
                                   AGREEMENT

                    _______________________________________









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