Exhibit
4.3


 




 


 





CYCLACEL GROUP plc


 


and


 


THE BANK OF NEW YORK


 


As Depositary


 


and


 


OWNERS AND BENEFICIAL OWNERS OF

AMERICAN DEPOSITARY RECEIPTS


 


Deposit Agreement


 


Dated as of
                     ,
2004




 


 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1.                                DEFINITIONS

  	
   

  
	
  SECTION 1.01.

  	
  American Depositary Shares.

  	
   

  
	
  SECTION 1.02.

  	
  Beneficial Owner.

  	
   

  
	
  SECTION 1.03.

  	
  Commission.

  	
   

  
	
  SECTION 1.04.

  	
  Company.

  	
   

  
	
  SECTION 1.05.

  	
  Custodian.

  	
   

  
	
  SECTION 1.06.

  	
  Deliver; Surrender.

  	
   

  
	
  SECTION 1.07.

  	
  Deposit Agreement.

  	
   

  
	
  SECTION 1.08.

  	
  Depositary; Corporate Trust Office.

  	
   

  
	
  SECTION 1.09.

  	
  Deposited Securities.

  	
   

  
	
  SECTION 1.10.

  	
  Dollars; Pounds; Pence.

  	
   

  
	
  SECTION 1.11.

  	
  Foreign Registrar.

  	
   

  
	
  SECTION 1.12.

  	
  Owner.

  	
   

  
	
  SECTION 1.13.

  	
  Receipts.

  	
   

  
	
  SECTION 1.14.

  	
  Registrar.

  	
   

  
	
  SECTION 1.15.

  	
  Restricted Securities.

  	
   

  
	
  SECTION 1.16.

  	
  Securities Act of 1933.

  	
   

  
	
  SECTION 1.17.

  	
  Shares.

  	
   

  
	
  ARTICLE 2.                                FORM OF RECEIPTS, DEPOSIT OF SHARES,
  EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

  	
   

  
	
  SECTION 2.01.

  	
  Form and Transferability of Receipts.

  	
   

  
	
  SECTION 2.02.

  	
  Deposit of Shares.

  	
   

  
	
  SECTION 2.03.

  	
  Execution and Delivery of Receipts.

  	
   

  
	
  SECTION 2.04.

  	
  Registration of Transfer of Receipts;
  Combination and Split-up of Receipts.

  	
   

  
	
  SECTION 2.05.

  	
  Surrender of Receipts and Withdrawal of
  Shares.

  	
   

  
	
  SECTION 2.06.

  	
  Limitations on Execution and Delivery,
  Transfer and Surrender of Receipts.

  	
   

  
	
  SECTION 2.07.

  	
  Lost Receipts, etc.

  	
   

  
	
  SECTION 2.08.

  	
  Cancellation and Destruction of
  Surrendered Receipts.

  	
   

  
	
  SECTION 2.09.

  	
  Pre-Release of Receipts.

  	
   

  
	
  ARTICLE 3.                                CERTAIN OBLIGATIONS OF OWNERS AND
  BENEFICIAL OWNERS OF RECEIPTS

  	
   

  
	
  SECTION 3.01.

  	
  Filing Proofs, Certificates and Other
  Information.

  	
   

  
	
  SECTION 3.02.

  	
  Liability of Owner or Beneficial Owner
  for Taxes.

  	
   

  
	
  SECTION 3.03.

  	
  Warranties on Deposit of Shares.

  	
   

  
	
  ARTICLE 4.                                THE DEPOSITED SECURITIES

  	
   

  
	
  SECTION 4.01.

  	
  Cash Distributions.

  	
   

  
	
  SECTION 4.02.

  	
  Distributions Other Than Cash, Shares or
  Rights.

  	
   

  
	
  SECTION 4.03.

  	
  Distributions in Shares.

  	
   

  
	
  SECTION 4.04.

  	
  Rights.

  	
   

  



 


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  SECTION 4.05.

  	
  Conversion of Foreign Currency.

  	
   

  
	
  SECTION 4.06.

  	
  Fixing of Record Date.

  	
   

  
	
  SECTION 4.07.

  	
  Voting of Deposited Securities.

  	
   

  
	
  SECTION 4.08.

  	
  Changes Affecting Deposited Securities.

  	
   

  
	
  SECTION 4.09.

  	
  Reports.

  	
   

  
	
  SECTION 4.10.

  	
  Lists of Owners.

  	
   

  
	
  SECTION 4.11.

  	
  Withholding.

  	
   

  
	
  ARTICLE 5.                                THE DEPOSITARY, THE CUSTODIANS AND THE
  COMPANY

  	
   

  
	
  SECTION 5.01.

  	
  Maintenance of Office and Transfer Books
  by the Depositary.

  	
   

  
	
  SECTION 5.02.

  	
  Prevention or Delay in Performance by the
  Depositary or the Company.

  	
   

  
	
  SECTION 5.03.

  	
  Obligations of the Depositary, the
  Custodian and the Company.

  	
   

  
	
  SECTION 5.04.

  	
  Resignation and Removal of the Depositary.

  	
   

  
	
  SECTION 5.05.

  	
  The Custodians.

  	
   

  
	
  SECTION 5.06.

  	
  Notices and Reports.

  	
   

  
	
  SECTION 5.07.

  	
  Distribution of Additional Shares, Rights,
  etc.

  	
   

  
	
  SECTION 5.08.

  	
  Indemnification.

  	
   

  
	
  SECTION 5.09.

  	
  Charges of Depositary.

  	
   

  
	
  SECTION 5.10.

  	
  Retention of Depositary Documents.

  	
   

  
	
  SECTION 5.11.

  	
  Exclusivity.

  	
   

  
	
  SECTION 5.12.

  	
  List of Restricted Securities Owners.

  	
   

  
	
  ARTICLE 6.                                AMENDMENT AND TERMINATION

  	
   

  
	
  SECTION 6.01.

  	
  Amendment.

  	
   

  
	
  SECTION 6.02.

  	
  Termination.

  	
   

  
	
  ARTICLE 7.                                MISCELLANEOUS

  	
   

  
	
  SECTION 7.01.

  	
  Counterparts.

  	
   

  
	
  SECTION 7.02.

  	
  No Third Party Beneficiaries.

  	
   

  
	
  SECTION 7.03.

  	
  Severability.

  	
   

  
	
  SECTION 7.04.

  	
  Owners and Beneficial Owners as
  Parties;  Binding Effect.

  	
   

  
	
  SECTION 7.05.

  	
  Notices.

  	
   

  
	
  SECTION 7.06.

  	
  Submission to Jurisdiction; Appointment of
  Agent for Service of Process.

  	
   

  
	
  SECTION 7.07.

  	
  Governing Law.

  	
   

  
	
  SECTION 7.08.

  	
  Assignment.

  	
   

  



 


EXHIBIT A


 


Form of Receipt


 


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DEPOSIT AGREEMENT


 


DEPOSIT
AGREEMENT dated as of
                          ,
2004 among CYCLACEL GROUP plc, incorporated under the laws of England and Wales
(herein called the Company), THE BANK OF NEW YORK, a New York banking
corporation (herein called the Depositary), and all Owners and Beneficial
Owners from time to time of American Depositary Receipts issued hereunder.


 


W I T N E S S E T H :


 


WHEREAS, the
Company desires to provide, as hereinafter set forth in this Deposit Agreement,
for the deposit of Shares (as hereinafter defined) of the Company from time to
time with the Depositary or with the Custodian (as hereinafter defined) as
agent of the Depositary for the purposes set forth in this Deposit Agreement,
for the creation of American Depositary Shares representing the Shares so
deposited and for the execution and delivery of American Depositary Receipts
evidencing the American Depositary Shares; and


 


WHEREAS, the
American Depositary Receipts are to be substantially in the form of Exhibit A
annexed hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Deposit Agreement;


 


NOW, THEREFORE, in
consideration of the premises, it is agreed by and between the parties hereto
as follows:


 


ARTICLE 1.                      DEFINITIONS


 


The following
definitions shall for all purposes, unless otherwise clearly indicated, apply
to the respective terms used in this Deposit Agreement:


 


SECTION 1.01.                 American
Depositary Shares.


 


The term “American
Depositary Shares” shall mean the securities representing the interests in the
Deposited Securities and evidenced by the Receipts issued hereunder.  Each American Depositary Share shall
represent the number of Shares specified in Exhibit A to this Deposit Agreement,
until there shall occur a distribution upon Deposited Securities covered by
Section 4.03 or a change in Deposited Securities covered by
Section 4.08 with respect to which additional Receipts are not executed
and delivered, and thereafter American Depositary Shares shall represent the
amount of Shares or Deposited Securities specified in such Sections.


 

















 


SECTION 1.02.                 Beneficial
Owner.


 


The term
“Beneficial Owner” shall mean each person owning from time to time any
beneficial interest in the American Depositary Shares evidenced by any Receipt.


 


SECTION 1.03.                 Commission.


 


The term
“Commission” shall mean the Securities and Exchange Commission of the United
States or any successor governmental agency in the United States.


 


SECTION 1.04.                 Company.


 


The term “Company”
shall mean Cyclacel Group plc, incorporated under the laws of England and
Wales, and its successors.


 


SECTION 1.05.                 Custodian.


 


The term
“Custodian” shall mean the principal London office of The Bank of New York, as
agent of the Depositary for the purposes of this Deposit Agreement, and any
other firm or corporation which may hereafter be appointed by the Depositary
pursuant to the terms of Section 5.05, as substitute or additional
custodian or custodians hereunder, as the context shall require and shall also
mean all of them collectively.


 


SECTION 1.06.                 Deliver; Surrender.


 


(a)                                  The
term “deliver”, or its noun form, when used with respect to Shares shall mean
(i) one or more book-entry transfers to an account or accounts maintained with
a depository institution authorized under applicable law to effect book-entry
transfers of such securities or (ii) the physical transfer of certificates
representing Shares.


 


(b)                                 The
term “deliver”, or its noun form, when used with respect to Receipts, shall
mean (i) one or more book-entry transfers of American Depositary Shares to an
account or accounts at The Depository Trust Company (“DTC”) designated by the
person entitled to such delivery or (ii) if requested by the person entitled to
such delivery, delivery at the Corporate Trust Office of the Depositary of one
or more Receipts.


 


(c)                                  The
term “surrender”, when used with respect to Receipts, shall mean (i) one or
more book-entry transfers of American Depositary Shares to the DTC account of
the Depositary or (ii) surrender to the Depositary at its Corporate Trust
Office of one or more Receipts.


 


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SECTION 1.07.                 Deposit
Agreement.


 


The term “Deposit Agreement” shall mean this Deposit Agreement, as the
same may be amended from time to time in accordance with the provisions of this
Deposit Agreement.


 


SECTION 1.08.                 Depositary;
Corporate Trust Office.


 


The term “Depositary” shall mean The Bank of New York, a New York
banking corporation, and any successor as depositary hereunder.  The term “Corporate Trust Office”, when used
with respect to the Depositary, shall mean the office of the Depositary which
at the date of this Agreement is 101 Barclay Street, New York, New York 10286.


 


SECTION 1.09.                 Deposited
Securities.


 


The term “Deposited Securities” as of any time shall mean Shares at
such time deposited or deemed to be deposited under this Deposit Agreement and
any and all other securities, property and cash received by the Depositary or
the Custodian in respect thereof and at such time held hereunder, subject to
the provisions of Section 4.05 with regard to cash.


 


SECTION 1.10.                 Dollars;
Pounds; Pence.


 


The term “Dollars” shall mean United States dollars.  The terms “Pounds” and “Pence” shall mean
the lawful currency of the United Kingdom.


 


SECTION 1.11.                 Foreign
Registrar.


 


The term “Foreign Registrar” shall mean the entity that carries out the
duties of registrar for the Shares and any other appointed agent of the Company
for the transfer and registration of Shares.


 


SECTION 1.12.                 Owner.


 


The term “Owner” shall mean the person in whose name a Receipt is
registered on the books of the Depositary maintained for such purpose.


 


SECTION 1.13.                 Receipts.


 


The term “Receipts” shall mean the American Depositary Receipts issued
hereunder evidencing American Depositary Shares.


 


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SECTION 1.14.                 Registrar.


 


The term “Registrar” shall mean any bank or trust company having an
office in the Borough of Manhattan, The City of New York, which shall be
appointed to register Receipts and transfers of Receipts as herein provided.


 


SECTION 1.15.                 Restricted
Securities.


 


The term “Restricted Securities” shall mean Shares, or Receipts
representing such Shares, which are acquired directly or indirectly from the
Company, or any affiliate (as defined in Rule 144 to the Securities Act of
1933) of the Company, in a transaction or chain of transactions not involving
any public offering, or which are held by an officer, director (or persons
performing similar functions) or other affiliate of the Company, or which would
require further registration under the Securities Act of 1933 in connection
with the public offer and sale thereof in the United States, or which are
subject to other restrictions on sale or deposit under the laws of the United
States or England and Wales, or under a shareholder agreement or the memorandum
or articles of association or similar document of the Company.


 


SECTION 1.16.                 Securities
Act of 1933.


 


The term “Securities Act of 1933” shall mean the United States
Securities Act of 1933, as from time to time amended.


 


SECTION 1.17.                 Shares.


 


The term “Shares” shall mean ordinary shares in registered form of the
Company, heretofore validly issued and outstanding and fully paid,
nonassessable and that were not issued in violation of any pre-emptive or
similar rights of the holders of outstanding Shares or hereafter validly issued
and outstanding and fully paid, nonassessable and that are not issued in
violation of any pre-emptive or similar rights of the holders of outstanding
Shares or interim certificates representing such Shares; provided, however,
that, if there shall occur any change in nominal value, a split-up or
consolidation or any other reclassification or, upon the occurrence of an event
described in Section 4.08, an exchange or conversion in respect of the
Shares of the Company, the term “Shares” shall thereafter also mean the
successor securities resulting from such change in nominal value, split-up or
consolidation or such other reclassification or such exchange or conversion.


 


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ARTICLE 2.                      FORM
OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER
OF RECEIPTS


 


SECTION 2.01.                 Form
and Transferability of Receipts.


 


Definitive Receipts shall be substantially in the form set forth in
Exhibit A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided.  No Receipt shall be entitled to any benefits under this Deposit
Agreement or be valid or obligatory for any purpose, unless such Receipt shall
have been executed by the Depositary by the manual or facsimile signature of a
duly authorized signatory of the Depositary and, if a Registrar for the
Receipts shall have been appointed, countersigned by the manual signature of a
duly authorized officer of the Registrar. 
The Depositary shall maintain books on which each Receipt so executed
and delivered as hereinafter provided and the transfer of each such Receipt
shall be registered.  Receipts bearing
the manual or facsimile signature of a duly authorized signatory of the
Depositary who was at any time a proper signatory of the Depositary shall bind
the Depositary, notwithstanding that such signatory has ceased to hold such
office prior to the execution and delivery of such Receipts by the Registrar or
did not hold such office on the date of issuance of such Receipts.


 


The Receipts may, and, if legal counsel to the Company so advises,
shall, be endorsed with or have incorporated in the text thereof such legends
or recitals or modifications not inconsistent with the provisions of this
Deposit Agreement as may be required to comply with any applicable law or
regulations thereunder or with the rules and regulations of any securities
exchange upon which American Depositary Shares may be listed or to conform with
any usage with respect thereto, or as required by the Depositary, or to
indicate any special limitations or restrictions to which any particular
Receipts are subject by reason of the date or manner of issuance of the
underlying Deposited Securities or otherwise.


 


Title to a Receipt (and to the American Depositary Shares evidenced
thereby), when properly endorsed or accompanied by proper instruments of
transfer, shall be transferable by delivery with the same effect as in the case
of a negotiable instrument under the laws of the State of New York; provided,
however, that the Company and the Depositary, notwithstanding any notice
to the contrary, may treat the Owner thereof as the absolute owner thereof for
the purpose of determining the person entitled to distribution of dividends or
other distributions or to any notice provided for in this Deposit Agreement and
for all other purposes, and neither the Depositary nor the Company will have
any obligation or be subject to any liability under this Deposit Agreement to
any holder of such Receipt, unless such holder is the Owner thereof.


 


SECTION 2.02.                 Deposit
of Shares.


 


Subject to the terms and conditions of this Deposit Agreement, Shares
or evidence of rights to receive Shares may be deposited by delivery thereof to
any


 


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Custodian
hereunder, accompanied by any appropriate instrument or instruments of
transfer, or endorsement, in form satisfactory to the Custodian, together with
all such certifications as may be required by the Depositary or the Custodian
in accordance with the provisions of this Deposit Agreement, and, if the
Depositary requires, together with a written order directing the Depositary to
execute and deliver to, or upon the written order of, the person or persons
stated in such order, a Receipt or Receipts for the number of American
Depositary Shares representing such deposit. 
No Share shall be accepted for deposit unless accompanied by evidence
satisfactory to the Depositary that any necessary approval has been granted by
any governmental body in the United Kingdom that is then performing the
function of the regulation of currency exchange. If required by the Depositary,
Shares presented for deposit at any time, whether or not the transfer books of
the Company or the Foreign Registrar, if applicable, are closed, shall also be
accompanied by an agreement or assignment, or other instrument satisfactory to
the Depositary, which will provide for the prompt transfer to the Custodian of
any dividend, or right to subscribe for additional Shares or to receive other
property which any person in whose name the Shares are or have been recorded
may thereafter receive upon or in respect of such deposited Shares, or in lieu
thereof, such agreement of indemnity or other agreement as shall be
satisfactory to the Depositary.


 


At the request and risk and expense of any person proposing to deposit
Shares, and for the account of such person, the Depositary may receive certificates
for Shares to be deposited, together with the other instruments herein
specified, for the purpose of forwarding such Share certificates to the
Custodian for deposit hereunder.


 


Upon each delivery to a Custodian of a certificate or certificates for
Shares to be deposited hereunder, together with the other documents above
specified, such Custodian shall, as soon as transfer and recordation can be
accomplished, present such certificate or certificates to the Company or the
Foreign Registrar, if applicable, for transfer and recordation of the Shares
being deposited in the name of the Depositary or its nominee or such Custodian
or its nominee.


 


Deposited Securities shall be held by the Depositary or by a Custodian
for the account and to the order of the Depositary or at such other place or
places as the Depositary shall determine.


 


SECTION 2.03.                 Execution
and Delivery of Receipts.


 


Upon receipt by any Custodian of any deposit pursuant to
Section 2.02 hereunder (and in addition, if the transfer books of the Company
or the Foreign Registrar, if applicable, are open, the Depositary may in its
sole discretion require a proper acknowledgment or other evidence from the
Company that any Deposited Securities have been recorded upon the books of the
Company or the Foreign Registrar, if applicable, in the name of the Depositary
or its nominee or such Custodian or its nominee), together with the other
documents required as above specified, such Custodian shall notify the
Depositary of such deposit and the person or persons to whom or upon whose
written


 


6

















 


order a Receipt or
Receipts are deliverable in respect thereof and the number of American
Depositary Shares to be evidenced thereby. 
Such notification shall be made by letter or, at the request, risk and
expense of the person making the deposit, by cable, telex or facsimile
transmission.  Upon receiving such
notice from such Custodian, or upon the receipt of Shares by the Depositary,
the Depositary, subject to the terms and conditions of this Deposit Agreement,
shall execute and deliver at its Corporate Trust Office, to or upon the order
of the person or persons entitled thereto, a Receipt or Receipts, registered in
the name or names requested by such person or persons and evidencing the number
of American Depositary Shares to which such person or persons are entitled, but
only upon payment to the Depositary of the fees and expenses of the Depositary
for the execution and delivery of such Receipt or Receipts as provided in
Section 5.09, and of all taxes and governmental charges and fees payable
in connection with such deposit and the transfer of the Deposited Securities.


 


SECTION 2.04.                 Registration
of Transfer of Receipts; Combination and Split-up of Receipts.


 


The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall register transfers of Receipts on its transfer books from time
to time, upon any surrender of a Receipt, by the Owner in person or by a duly
authorized attorney, properly endorsed or accompanied by proper instruments of
transfer, and duly stamped as may be required by the laws of the State of New
York and of the United States of America. 
Thereupon the Depositary shall execute a new Receipt or Receipts and
deliver the same to or upon the order of the person entitled thereto.


 


The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall upon surrender of a Receipt or Receipts for the purpose of
effecting a split-up or combination of such Receipt or Receipts, execute and
deliver a new Receipt or Receipts for any authorized number of American
Depositary Shares requested, evidencing the same aggregate number of American
Depositary Shares as evidenced by the Receipt or Receipts surrendered.


 


SECTION 2.05.                 Surrender
of Receipts and Withdrawal of Shares.


 


Upon surrender at the Corporate Trust Office of the Depositary of a
Receipt for the purpose of withdrawal of the Deposited Securities represented
by the American Depositary Shares evidenced by such Receipt, and upon payment
of the fee of the Depositary for the surrender of Receipts as provided in
Section 5.09 and payment of all taxes and governmental charges payable in
connection with such surrender and withdrawal of the Deposited Securities, and
subject to the terms and conditions of this Deposit Agreement, the memorandum
and articles of association of the Company of the Company, the Deposited
Securities and applicable law, the Owner of such Receipt shall be entitled to
delivery, to him or upon his order, of the amount of Deposited Securities at
the time represented by the American Depositary Shares evidenced by such
Receipt.  Delivery of such Deposited
Securities may be made by the delivery of (a) certificates in


 


7

















 


the name of such
Owner or as ordered by him or certificates properly endorsed or accompanied by
proper instruments of transfer to such Owner or as ordered by him and
(b) any other securities, property and cash to which such Owner is then
entitled in respect of such Receipts to such Owner or as ordered by him.  Such delivery shall be made, as hereinafter
provided, without unreasonable delay.


 


A Receipt surrendered for such purposes may be required by the
Depositary to be properly endorsed in blank or accompanied by proper
instruments of transfer in blank, and if the Depositary so requires, the Owner
thereof shall execute and deliver to the Depositary a written order directing
the Depositary to cause the Deposited Securities being withdrawn to be
delivered to or upon the written order of a person or persons designated in
such order.  Thereupon the Depositary
shall direct the Custodian to deliver at the office of such Custodian, subject
to Sections 2.06, 3.01 and 3.02 and to the other terms and conditions of this
Deposit Agreement, to or upon the written order of the person or persons
designated in the order delivered to the Depositary as above provided, the
amount of Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt, except that the Depositary may make delivery to such
person or persons at the Corporate Trust Office of the Depositary of any
dividends or distributions with respect to the Deposited Securities represented
by the American Depositary Shares evidenced by such Receipt, or of any proceeds
of sale of any dividends, distributions or rights, which may at the time be
held by the Depositary.


 


At the request, risk and expense of any Owner so surrendering a
Receipt, and for the account of such Owner, the Depositary shall direct the
Custodian to forward any cash or other property (other than rights) comprising,
and forward a certificate or certificates and other proper documents of title
for, the Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt to the Depositary for delivery at the Corporate Trust
Office of the Depositary.  Such
direction shall be given by letter or, at the request, risk and expense of such
Owner, by cable, telex or facsimile transmission.


 


The Depositary shall not deliver Deposited Securities except upon
surrender and cancellation of Receipts or as permitted under Section 
3.02, 4.01, 4.02, 4.03, 4.04, 4.11 or 6.02 
or in connection with a transaction to which Section 4.08 applies.


 


SECTION 2.06.                 Limitations
on Execution and Delivery, Transfer and Surrender of Receipts.


 


As a condition precedent to the execution and delivery, registration of
transfer, split-up, combination or surrender of any Receipt or withdrawal of
any Deposited Securities, the Depositary, Custodian or Registrar may require
payment from the depositor of Shares or the presenter of the Receipt of a sum
sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto (including any such tax
or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees as herein provided, may


 


8

















 


require the
production of proof satisfactory to it as to the identity and genuineness of
any signature and may also require compliance with any regulations the
Depositary may establish consistent with the provisions of this Deposit
Agreement, including, without limitation, this Section 2.06.


 


The delivery of Receipts against deposits of Shares generally or
against deposits of particular Shares may be suspended, or the transfer of
Receipts in particular instances may be refused, or the registration of
transfer of outstanding Receipts generally may be suspended, during any period
when the transfer books of the Depositary are closed, or if any such action is
deemed necessary or advisable by the Depositary or the Company at any time or
from time to time because of any requirement of law or of any government or
governmental body or commission, or under any provision of this Deposit
Agreement, or for any other reason, subject to the provisions of the following
sentence.  Notwithstanding anything to
the contrary in this Deposit Agreement, the surrender of outstanding Receipts
and withdrawal of Deposited Securities may not be suspended subject only to (i)
temporary delays caused by closing the transfer books of the Depositary or the
Company or the deposit of Shares in connection with voting at a shareholders’
meeting, or the payment of dividends, (ii) the payment of fees, taxes and
similar charges, and (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities.  Without
limitation of the foregoing, the Depositary shall not knowingly accept for
deposit under this Deposit Agreement any Shares which would be required to be
registered under the provisions of the Securities Act of 1933 for the public
offer and sale thereof in the United States unless a registration statement is
in effect as to such Shares for such offer and sale.


 


SECTION 2.07.                 Lost
Receipts, etc.


 


In case any Receipt shall be mutilated, destroyed, lost or stolen, the
Depositary shall execute and deliver a new Receipt of like tenor in exchange
and substitution for such mutilated Receipt upon cancellation thereof, or in
lieu of and in substitution for such destroyed, lost or stolen Receipt.  Before the Depositary shall execute and
deliver a new Receipt in substitution for a destroyed, lost or stolen Receipt,
the Owner thereof shall have (a) filed with the Depositary (i) a request for
such execution and delivery before the Depositary has notice that the Receipt
has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond
and (b) satisfied any other reasonable requirements imposed by the Depositary.


 


SECTION 2.08.                 Cancellation
and Destruction of Surrendered Receipts.


 


All Receipts surrendered to the Depositary shall be canceled by the
Depositary.  Cancelled Receipts shall
not be entitled to any benefits under this Deposit Agreement or be valid or
enforceable for any purpose.  The
Depositary is authorized to destroy Receipts so cancelled.


 


9

















 


SECTION 2.09.                 Pre-Release
of Receipts.


 


Notwithstanding Section 2.03 hereof, the Depositary may execute
and deliver Receipts prior to the receipt of Shares pursuant to
Section 2.02 (a “Pre-Release”), unless the Company has requested the
Depositary in writing to cease doing so. 
The Depositary may, pursuant to Section 2.05, deliver Shares upon
the receipt and cancellation of Receipts which have been Pre-Released, whether
or not such cancellation is prior to the termination of such Pre-Release or the
Depositary knows that such Receipt has been Pre-Released.  The Depositary may receive Receipts in lieu
of Shares in satisfaction of a Pre-Release. 
Each Pre-Release will be (a) preceded or accompanied by a written
representation from the person to whom Receipts or Shares are to be delivered
(the “Pre-Releasee”), that such person, or its customer, (i) owns the Shares or
Receipts to be remitted, as the case may be, (ii) assigns all beneficial
rights, title and interest in such Shares or Receipts, as the case may be, to
the Depositary in its capacity as such and for the benefit of the Owners, and
(iii) will not take any action with respect to such Shares or Receipts, as the
case may be, that is inconsistent with the transfer of beneficial ownership
(including, without the consent of the Depositary, disposing of such Shares or
Receipts, as the case may be), other than in satisfaction of such Pre-Release,
(b) at all times fully collateralized with cash or such other collateral as the
Depositary deems appropriate, (c) terminable by the Depositary on not more than
five (5) business days notice, and (d) subject to such further indemnities and
credit regulations as the Depositary deems appropriate.  The number of Shares represented by American
Depositary Shares that are outstanding at any time as a result of Pre-Release
will not normally exceed thirty percent (30%) of the Shares deposited
hereunder; provided, however, that the Depositary reserves the
right to change or disregard such limit from time to time as it deems
reasonably appropriate.  The Depositary
will also set Dollar limits with respect to Pre-Release transactions to be
entered into hereunder with any particular Pre-Releasee on a case-by-case basis
as the Depositary deems appropriate. For purposes of enabling the Depositary to
fulfill its obligations to the Owners under this Deposit Agreement, the
collateral referred to in clause (b) above shall be held by the Depositary as
security for the performance of the Pre-Releasee’s obligations to the
Depositary in connection with a Pre-Release transaction, including the
Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a
Pre-Release transaction (and shall not, for the avoidance of doubt, constitute
Deposited Securities hereunder).


 


The Depositary may retain for its own account any compensation received
by it in connection with the foregoing.


 


ARTICLE 3.                      CERTAIN
OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS


 


SECTION 3.01.                 Filing
Proofs, Certificates and Other Information.


 


Any person presenting Shares for deposit or any Owner or Beneficial
Owner of a Receipt may be required from time to time to file with the
Depositary or the


 


10

















 


Custodian such
proof of citizenship or residence, exchange control approval, or such
information relating to the registration on the books of the Company or the
Foreign Registrar, if applicable, to execute such certificates and to make such
representations and warranties, as the Depositary may deem necessary or
proper.  The Depositary may withhold the
delivery or registration of transfer of any Receipt or the distribution of any
dividend or sale or distribution of rights or of the proceeds thereof or the
delivery of any Deposited Securities until such proof or other information is
filed or such certificates are executed or such representations and warranties
made.  The Depositary shall, upon the
written request of the Company, as promptly as practicable, provide the Company
with copies of any proofs, approvals, certificates, representations and
warranties or other information that it receives pursuant to this
Section 3.01, to the extent that disclosure is permitted by applicable
law.


 


SECTION 3.02.                 Liability
of Owner or Beneficial Owner for Taxes.


 


If any tax or other governmental charge shall become payable by the
Custodian or the Depositary with respect to any Receipt or any Deposited
Securities represented by any Receipt, such tax or other governmental charge
shall be payable by the Owner or Beneficial Owner of such Receipt to the
Depositary.  The Depositary may refuse
to effect any transfer of such Receipt or any withdrawal of Deposited
Securities represented by American Depositary Shares evidenced by such Receipt
until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Owner or Beneficial Owner
thereof any part or all of the Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt, and may apply such dividends or
other distributions or the proceeds of any such sale in payment of such tax or
other governmental charge and the Owner or Beneficial Owner of such Receipt
shall remain liable for any deficiency.


 


SECTION 3.03.                 Warranties
on Deposit of Shares.


 


Every person depositing Shares under this Deposit Agreement shall be
deemed thereby to represent and warrant that such Shares and each certificate
therefor are validly issued, fully paid, nonassessable and were not issued in
violation of any preemptive or similar rights of the holders of outstanding
Shares and that the person making such deposit is duly authorized so to
do.  Every such person shall also be
deemed to represent that such Shares are not, and American Depositary Shares
representing such Shares would not be, Restricted Securities.  Such representations and warranties shall
survive the deposit of Shares and delivery of Receipts.


 


ARTICLE 4.                      THE
DEPOSITED SECURITIES


 


SECTION 4.01.                 Cash
Distributions.


 


Whenever the Depositary or the Custodian shall receive any cash
dividend or other cash distribution on any Deposited Securities, the Depositary
shall, subject to the


 


11

















 


provisions of
Section 4.05, as promptly as practicable, convert such dividend or
distribution into Dollars and distribute the amount thus received (net of the
fees and expenses of the Depositary as provided in Section 5.09) to the
Owners entitled thereto, in proportion to the number of American Depositary
Shares representing such Deposited Securities held by them respectively; provided,
however, that in the event that the Company or the Depositary shall be
required to withhold and does withhold from such cash dividend or such other
cash distribution an amount on account of taxes or other governmental charges,
the amount distributed to the Owner of the Receipts evidencing American
Depositary Shares representing such Deposited Securities shall be reduced
accordingly.  The Depositary shall
distribute only such amount, however, as can be distributed without attributing
to any Owner a fraction of one cent.  Any such fractional amounts shall be rounded to the nearest whole
cent and so distributed to Owners entitled thereto.  Each of the Company or its agent, the Custodian or the Depositary
will remit to the appropriate governmental agency in the United Kingdom all
amounts, if any, withheld by it and owing to such agency.  The Depositary will forward to the Company
or its agent such information from its records as the Company may reasonably
request to enable the Company or its agent to file necessary reports with
governmental agencies, and the Depositary or the Company or its agent may file
any such reports necessary to obtain benefits under the applicable tax treaties
for the Owners of Receipts.


 


SECTION 4.02.                 Distributions
Other Than Cash, Shares or Rights.


 


Subject to the provisions of Sections 4.11 and 5.09, whenever the
Depositary or the Custodian shall receive any distribution other than a
distribution described in Section 4.01, 4.03 or 4.04, the Depositary
shall, as promptly as practicable, cause the securities or property received by
it to be distributed to the Owners entitled thereto, after deduction or upon
payment of any fees and expenses of the Depositary or any taxes or other
governmental charges, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively, in any manner
that the Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the opinion of the
Depositary such distribution cannot be made proportionately among the Owners
entitled thereto, or if for any other reason (including, but not limited to,
any requirement that the Company or the Depositary withhold an amount on
account of taxes or other governmental charges or that such securities require
further registration under the Securities Act of 1933 in order to be
distributed to Owners or Beneficial Owners) the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
deem equitable and practicable for the purpose of effecting such distribution,
including, but not limited to, the public or private sale of the securities or
property thus received, or any part thereof, and the net proceeds of any such
sale (net of the fees and expenses of the Depositary as provided in
Section 5.09) shall be distributed by the Depositary to the Owners
entitled thereto, all in the manner and subject to the conditions described in
Section 4.01.  The Depositary may
withhold any distribution of securities under this Section 4.02 if it has


 


12

















 


not received
satisfactory assurances from the Company that the distribution does not require
further registration under the Securities Act of 1933.


 


SECTION 4.03.                 Distributions
in Shares.


 


If any distribution upon any Deposited Securities consists of a
dividend in, or free distribution of, Shares, the Depositary may, and shall if
the Company shall so request in writing, distribute to the Owners of
outstanding Receipts entitled thereto, in proportion to the number of American
Depositary Shares representing such Deposited Securities held by them
respectively, additional Receipts evidencing an aggregate number of American
Depositary Shares representing the amount of Shares received as such dividend
or free distribution, subject to the terms and conditions of the Deposit
Agreement with respect to the deposit of Shares and the issuance of American
Depositary Shares evidenced by Receipts, including the withholding of any tax
or other governmental charge as provided in Section 4.11 and the payment
of the fees and expenses of the Depositary as provided in
Section 5.09.  The Depositary may
withhold any such distribution of Receipts if it has not received satisfactory
assurances from the Company that such distribution does not require further
registration under the Securities Act of 1933. 
In lieu of delivering Receipts for fractional American Depositary Shares
in any such case, the Depositary shall sell the amount of Shares represented by
the aggregate of such fractions and distribute the net proceeds, all in the
manner and subject to the conditions described in Section 4.01.  If additional Receipts are not so
distributed, each American Depositary Share shall thenceforth also represent
the additional Shares distributed upon the Deposited Securities represented
thereby.


 


SECTION 4.04.                 Rights.


 


(a)                                  In
the event that the Company shall offer or cause to be offered to the holders of
any Deposited Securities any rights to subscribe for additional Shares or any
rights of any other nature, the Depositary shall, after consultation with the
Company as to the procedure to be followed, (i) make such rights available to
Owners pursuant to subsection (b) below, (ii) dispose of such rights on
behalf of Owners and distribute the net proceeds available to Owners pursuant
to subsection (e) below or (iii) if, 
by the terms of such rights offering or for any other reason, the
Depositary may not either make such rights available to the Owners or dispose
of such rights and distribute the net proceeds to the Owners, then the
Depositary shall allow the rights to lapse.


 


(b)                                 If
at the time of the offering of any rights the Depositary determines in its
discretion that it is lawful and feasible to make such rights available to all
or certain Owners but not to other Owners, the Depositary may distribute to any
Owner to whom it determines the distribution to be lawful and feasible, in
proportion to the number of American Depositary Shares held by such Owner,
warrants or other instruments therefor in such form as it deems appropriate.


 


13

















 


(c)                                  In
circumstances in which rights would otherwise not be distributed, if an Owner
of Receipts requests the distribution of warrants or other instruments in order
to exercise the rights allocable to the American Depositary Shares of such
Owner hereunder, the Depositary will make such rights available to such Owner
upon written notice from the Company to the Depositary that (i) the Company has
elected in its sole discretion to permit such rights to be exercised and (ii)
such Owner has executed such documents as the Company has determined in its
sole discretion are reasonably required under applicable law.


 


(d)                                 If
the Depositary has distributed warrants or other instruments for rights to all
or certain Owners, then upon instruction from such an Owner pursuant to such
warrants or other instruments to the Depositary from such Owner to exercise
such rights, upon payment by such Owner to the Depositary for the account of
such Owner of an amount equal to the purchase price of the Shares to be
received upon the exercise of the rights, and upon payment of the fees and
expenses of the Depositary and any other charges as set forth in such warrants
or other instruments, the Depositary shall, on behalf of such Owner, exercise
the rights and purchase the Shares, and the Company shall cause the Shares so
purchased to be delivered to the Depositary on behalf of such Owner.  As agent for such Owner, the Depositary will
cause the Shares so purchased to be deposited pursuant to Section 2.02 of
this Deposit Agreement, and shall, pursuant to Section 2.03 of this
Deposit Agreement, execute and deliver Receipts to such Owner; provided,
however, that in the case of a distribution pursuant to
subsection (c) above, such deposit shall be made, and depositary shares
shall be delivered, under depositary arrangements which provide for issuance of
depositary receipts subject to the appropriate restrictions on sale, deposit,
cancellation, and transfer under applicable United States laws.


 


(e)                                  If
the Depositary determines, after consultation with the Company, that it is not
lawful and feasible to make such rights available to all or certain Owners, it
may sell the rights, warrants or other instruments in proportion to the number
of American Depositary Shares held by the Owners to whom it has determined it
may not lawfully or feasibly make such rights available, and distribute the net
proceeds of such sales (net of the fees and expenses of the Depositary as
provided in Section 5.09 and all taxes and governmental charges payable in
connection with such rights and subject to the terms and conditions of this
Deposit Agreement) for the account of such Owners otherwise entitled to such rights,
warrants or other instruments, upon an averaged or other practical basis
without regard to any distinctions among such Owners because of exchange
restrictions or the date of delivery of any Receipt or otherwise, as in the
case of a distribution received in cash pursuant to Section 4.01.


 


(f)                                    Except
as otherwise provided in subsection (c) above, the Depositary will not
offer rights to Owners unless both the rights and the securities to which such
rights relate are either exempt from or not subject to the registration
requirements of the Securities Act of 1933 with respect to a distribution to
all Owners or are registered under the provisions of such Act.  Nothing in this Deposit Agreement shall
create any


 


14

















 


obligation on the
part of the Company to file a registration statement with respect to such
rights or underlying securities or to endeavor to have such a registration
statement declared effective.  If an
Owner of Receipts requests the distribution of warrants or other instruments,
notwithstanding that there has been no such registration under such Act, the
Depositary shall not effect such distribution unless it has received an opinion
from recognized U.S. counsel for the Company upon which the Depositary may rely
that such distribution to such Owner is exempt from or not subject to such
registration.


 


(g)                                 The Depositary shall
not be responsible for any failure to determine that it may be lawful or
feasible to make such rights available to Owners in general or any Owner in
particular.


 


SECTION 4.05.                 Conversion
of Foreign Currency.


 


Whenever the Depositary or the Custodian shall receive foreign
currency, by way of dividends or other distributions or the net proceeds from
the sale of securities, property or rights, and if at the time of the receipt
thereof the foreign currency so received can in the judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars
transferred to the United States, the Depositary shall convert or cause to be
converted, as promptly as practicable, by sale or in any other manner that it
may determine, such foreign currency into Dollars, and such Dollars shall be
distributed, as promptly as practicable, to the Owners entitled thereto or, if
the Depositary shall have distributed any warrants or other instruments which
entitle the holders thereof to such Dollars, then to the holders of such
warrants or instruments upon surrender thereof for cancellation.  Such distribution may be made upon an averaged
or other practicable basis without regard to any distinctions among Owners on
account of exchange restrictions, the date of delivery of any Receipt or
otherwise and shall be net of any expenses of conversion into Dollars incurred
by the Depositary as provided in Section 5.09.


 


If such conversion or distribution can be effected only with the
approval or license of any government or agency thereof, the Depositary shall
file such application for approval or license, if any, as it may deem
desirable, except that the Depositary shall not file such an application
for approval or license that refers to or is made on behalf of the Company
until it is approved by the Company (which approval shall not be unreasonably
withheld or delayed).


 


If at any time the Depositary shall determine that in its reasonable
judgment any foreign currency received by the Depositary or the Custodian is
not convertible on a reasonable basis into Dollars transferable to the United
States, or if any approval or license of any government or agency thereof which
is required for such conversion is denied or in the reasonable opinion of the
Depositary is not obtainable, or if any such approval or license is not
obtained within a reasonable period as determined by the Depositary in its reasonable
discretion, the Depositary may distribute the foreign currency (or an
appropriate document evidencing the right to receive such foreign


 


15

















 


currency) received
by the Depositary to, or in its discretion may hold such foreign currency
uninvested and without liability for interest thereon for the respective
accounts of, the Owners entitled to receive the same.


 


If any such conversion of foreign currency, in whole or in part, cannot
be effected for distribution to some of the Owners entitled thereto, the
Depositary may in its discretion (i) make such conversion and distribution in
Dollars to the extent permissible to the Owners entitled thereto and (ii)
distribute the balance of the foreign currency (or an appropriate document
evidencing the right to receive such foreign currency) received by the
Depositary to, or hold such balance uninvested and without liability for
interest thereon for the respective accounts of, the Owners entitled thereto.


 


SECTION 4.06.                 Fixing of
Record Date.


 


Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or whenever rights
shall be issued with respect to the Deposited Securities, or whenever the
Depositary shall receive notice of any meeting of holders of Shares or other
Deposited Securities, or whenever for any reason the Depositary causes a change
in the number of Shares that are represented by each American Depositary Share,
or whenever the Depositary shall find it necessary or convenient, the
Depositary shall fix a record date, which shall be the same date as, or as near
as practicable to, any corresponding record date set by the Company with
respect to Shares, (a) for the determination of the Owners who shall be
(i) entitled to receive such dividend, distribution or rights or the net
proceeds of the sale thereof or (ii) entitled to give instructions for the
exercise of voting rights at any such meeting or (iii) responsible for any fee
or charges assessed by the Depositary pursuant to this Deposit Agreement, or
(b)  fixing the date on or after which each American Depositary Share will
represent the changed number of Shares. 
Subject to the provisions of Sections 4.01 through 4.05 and to the
other terms and conditions of this Deposit Agreement, the Owners on such record
date shall be entitled, as the case may be, to receive the amount distributable
by the Depositary with respect to such dividend or other distribution or such
rights or the net proceeds of sale thereof in proportion to the number of
American Depositary Shares held by them respectively, to give voting
instructions or to act in respect of any other such matter.


 


SECTION 4.07.                 Voting of
Deposited Securities.


 


Upon receipt from the Company of notice of any meeting or solicitation
of proxies or consents of holders of Shares or other Deposited Securities, the
Depositary shall, if requested in writing by the Company, as soon as
practicable thereafter, mail to the Owners a notice, the form of which notice
shall be in the sole discretion of the Depositary, which shall contain
(a) such information as is contained in such notice of meeting received by
the Depositary from the Company, (b) a statement that the Owners as of the
close of business on a specified record date will be entitled, subject to any
applicable provision of English law and of the memorandum or articles of
association or


 


16

















 


similar document
of the Company, to instruct the Depositary as to the exercise of the voting
rights, if any, pertaining to the amount of Shares or other Deposited
Securities represented by their respective American Depositary Shares and (c) a
statement as to the manner in which such instructions may be given.  Upon the written request of an Owner of a
Receipt on such record date, received on or before the date established by the
Depositary for such purpose (the “Instruction Date”), the Depositary shall
endeavor, in so far as practicable, to vote or cause to be voted the amount of
Shares or other Deposited Securities represented by the American Depositary
Shares evidenced by such Receipt in accordance with the instructions set forth
in such request.  The Depositary shall
not vote or attempt to exercise the right to vote that attaches to such Shares
or other Deposited Securities other than in accordance with such instructions.


 


There can be no assurance that Owners will receive the notice described
in the preceding paragraph sufficiently prior to the Instruction Date to enable
then to give voting instructions to the Depositary by the Instruction Date.


 


SECTION 4.08.                 Changes
Affecting Deposited Securities.


 


In circumstances
where the provisions of Section 4.03 do not apply, upon any change in
nominal value, change in par value, split-up, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalization,
reorganization, merger or consolidation or sale of assets affecting the Company
or to which it is a party, any securities which shall be received by the
Depositary or a Custodian in exchange for or in conversion of or in respect of
Deposited Securities, shall be treated as new Deposited Securities under this
Deposit Agreement, and American Depositary Shares shall thenceforth represent,
in addition to the existing Deposited Securities, the right to receive the new
Deposited Securities so received in exchange or conversion, unless additional
Receipts are delivered pursuant to the following sentence.  In any such case the Depositary may, after
consultation with the Company, and shall if the Company shall so request in
writing, execute and deliver additional Receipts as in the case of a dividend
in Shares, or call for the surrender of outstanding Receipts to be exchanged
for new Receipts specifically describing such new Deposited Securities.  As promptly as practicable after the
occurrence of any such change, conversion or exchange covered by this
Section 4.08 in respect of the Deposited Securities, the Depositary shall
give notice thereof in writing to all Owners if the event affects holdings of
American Depositary Shares. Notwithstanding the foregoing, in the event that,
in the opinion of the Depositary, any security so received may not be lawfully
distributed to some or all Owners, the Depositary may, after consultation with
the Company, and upon the request of the Company shall, use reasonable efforts
to sell such securities at a public or private sale, at such place or places
and upon such terms as it may deem proper, and distribute the net proceeds, if
any, of such sale to the Owners otherwise entitled to such securities upon an
averaged or other practicable basis without regard to any distinctions among
such Owners as in the case of a distribution received in cash pursuant to
Section 4.01.


 


17

















 


SECTION 4.09.                 Reports.


 


The Depositary shall make available for inspection by Owners at its
Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Company which are both (a) received
by the Depositary as the holder of the Deposited Securities and (b) made
generally available to the holders of such Deposited Securities by the
Company.  The Depositary shall also send
to the Owners copies of such reports when furnished by the Company pursuant to
Section 5.06.


 


SECTION 4.10.                 Lists of
Owners.


 


Promptly upon request by the Company, the Depositary shall furnish to
it a list, as of the most recent practicable date, of the names, addresses and
holdings of American Depositary Shares by all persons in whose names Receipts
are registered on the books of the Depositary.


 


SECTION 4.11.                 Withholding.


 


In the event that the Depositary determines in its reasonable
discretion that any distribution in property (including Shares and rights to
subscribe therefor) is subject to any tax or other governmental charge which
the Depositary is obligated to withhold, the Depositary may by public or
private sale dispose of all or a portion of such property (including Shares and
rights to subscribe therefor) in such amounts and in such manner as the
Depositary deems necessary and practicable to pay such taxes or charges and the
Depositary shall distribute the net proceeds of any such sale after deduction
of such taxes or charges to the Owners entitled thereto in proportion to the
number of American Depositary Shares held by them respectively.  The Depositary will forward to the Company
or its agent such information from its records as the Company may reasonably
request to enable the Company or its agent to file any necessary reports with
governmental authorities and agencies.


 


ARTICLE 5.                      THE
DEPOSITARY, THE CUSTODIANS AND THE COMPANY


 


SECTION 5.01.                 Maintenance of
Office and Transfer Books by the Depositary.


 


Until termination of this Deposit Agreement in accordance with its
terms, the Depositary shall maintain in the Borough of Manhattan, The City of
New York, facilities for the execution and delivery, registration, registration
of transfers and surrender of Receipts in accordance with the provisions of
this Deposit Agreement.


 


The Depositary shall keep books, at its Corporate Trust Office, for the
registration of Receipts and transfers of Receipts which at all reasonable
times shall be open for inspection by the Owners, provided that such inspection
shall not be for the purpose of communicating with Owners in the interest of a
business or object other than


 


18

















 


the business of
the Company or a matter related to this Deposit Agreement or the Receipts.


 


The Depositary may close the transfer books, at any time or from time
to time, when deemed expedient by it in connection with the performance of its
duties hereunder.


 


If any Receipts or the American Depositary Shares evidenced thereby are
listed on one or more stock exchanges in the United States, the Depositary
shall act as Registrar or appoint a Registrar or one or more co-registrars for
registry of such Receipts in accordance with any requirements of such exchange
or exchanges.


 


The Company shall have the right, upon reasonable request, to inspect
the transfer and registration records of the Depositary relating to the
Receipts, to take copies thereof and to require the Depositary and any
co-registrars to supply copies of such portions of such records as the Company
may reasonably request.


 


SECTION 5.02.                 Prevention or
Delay in Performance by the Depositary or the Company.


 


Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owner if, by reason of any provision of any present or
future law or regulation of the United States or any other country, or of any
governmental or regulatory authority or stock exchange, or by reason of any
provision, present or future, of the memorandum or articles of association or
similar document of the Company, or by reason of any provision of any
securities issued or distributed by the Company, or any offering or
distribution thereof, or by reason of any act of God or war or terrorism or
other circumstances beyond its control, the Depositary or the Company shall be
prevented, delayed or forbidden from, or be subject to any civil or criminal
penalty on account of, doing or performing any act or thing which by the terms
of this Deposit Agreement or Deposited Securities it is provided shall be done
or performed; nor shall the Depositary or the Company or any of their
respective directors, employees, agents or affiliates incur any liability to
any Owner or Beneficial Owner by reason of any nonperformance or delay, caused
as aforesaid, in the performance of any act or thing which by the terms of this
Deposit Agreement it is provided shall or may be done or performed, or by
reason of any exercise of, or failure to exercise, any discretion provided for
in this Deposit Agreement.  Where, by
the terms of a distribution pursuant to Section 4.01, 4.02, or 4.03, or an
offering or distribution pursuant to Section 4.04, due to applicable law
or for any other reason, such distribution or offering may not be made
available to Owners, and the Depositary may not dispose of such distribution or
offering on behalf of such Owners and make the net proceeds available to such
Owners, then the Depositary shall not make such distribution or offering, and
shall allow any rights, if applicable, to lapse.


 


19

















 


SECTION 5.03.                 Obligations of
the Depositary, the Custodian and the Company.


 


The Company assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to Owners or Beneficial Owners, except
that it agrees to perform its obligations specifically set forth in this
Deposit Agreement without negligence or bad faith.


 


The Depositary assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to any Owner or Beneficial Owner
(including, without limitation, liability with respect to the validity or worth
of the Deposited Securities), except that it agrees to perform its obligations
specifically set forth in this Deposit Agreement without negligence or bad
faith.


 


Neither the Depositary nor the Company shall be under any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect
of any Deposited Securities or in respect of the Receipts on behalf of any
Owner, Beneficial Owner or other person, and the Custodian shall not be under
any obligation whatsoever with respect to such proceedings, the responsibility
of the Custodian being solely to the Depositary.


 


Neither the Depositary nor the Company shall be liable for any action
or nonaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Owner or
Beneficial Owner or any other person believed by it in good faith to be
competent to give such advice or information.


 


The Depositary
shall not be liable for any acts or omissions made by a successor depositary
whether in connection with a previous act or omission of the Depositary or in
connection with any matter arising wholly after the removal or resignation of
the Depositary, provided that in connection with the issue out of which such
potential liability arises the Depositary performed its obligations without
negligence or bad faith while it acted as Depositary.


 


The Depositary
shall not be responsible for any failure to carry out any instructions to vote
any of the Deposited Securities, or for the manner in which any such vote is
cast or the effect of any such vote, provided that any such action or nonaction
is in good faith.


 


No disclaimer of
liability under the Securities Act of 1933 is intended by any provision of this
Deposit Agreement.


 


20

















 


SECTION 5.04.                 Resignation and Removal of the
Depositary.


 


The Depositary may
at any time resign as Depositary by written notice of its election so to do
delivered to the Company, such resignation to take effect upon the appointment
of a successor depositary and its acceptance of such appointment as hereinafter
provided.


 


The Depositary may
at any time be removed by the Company by 60 days’ prior written notice of such
removal, to become effective upon the later of (i) the 60th day after delivery
of the notice to the Depositary or (ii) the appointment of a successor
depositary and its acceptance of such appointment as hereinafter provided, except
that the requirement that the Company give notice 60 days before
effectiveness of removal will not apply if the Depositary has notified the
Company of its intent to assign this Deposit Agreement under Section 7.08.


 


In case at any
time the Depositary acting hereunder shall resign or be removed, the Company
shall use its reasonable efforts to appoint a successor depositary, which shall
be a bank or trust company having an office in the Borough of Manhattan, The
City of New York.  Every successor
depositary shall execute and deliver to its predecessor and to the Company an
instrument in writing accepting its appointment hereunder, and thereupon such
successor depositary, without any further act or deed, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor;
but such predecessor, nevertheless, upon payment of all sums due it and on the
written request of the Company shall execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver all right, title and
interest in the Deposited Securities to such successor, and shall deliver to
such successor a list of the Owners of all outstanding Receipts and any other
information relating to this Deposit Agreement or to the Receipts reasonably
requested by such successor.  Any such
successor depositary shall promptly mail notice of its appointment to the Owners.


 


Any corporation
into or with which the Depositary may be merged or consolidated shall be the
successor of the Depositary without the execution or filing of any document or
any further act.


 


SECTION 5.05.                 The Custodians.


 


The Custodian
shall be subject at all times and in all respects to the directions of the
Depositary and shall be responsible solely to it.  Any Custodian may resign and be discharged from its duties
hereunder by notice of such resignation delivered to the Depositary at least
30 days prior to the date on which such resignation is to become
effective.  If upon the effectiveness of
such resignation there would be no Custodian acting hereunder, the Depositary
shall, as promptly as practicable after receiving such notice, appoint a
substitute custodian or custodians, each of which shall thereafter be a
Custodian hereunder.  Whenever the
Depositary in its discretion determines that it is in


 


21

















 


the best interest of the Owners to do so, it may appoint a substitute
or additional custodian or custodians, each of which shall thereafter be one of
the Custodians hereunder.  Upon demand
of the Depositary any Custodian shall deliver such of the Deposited Securities
held by it as are requested of it to any other Custodian or such substitute or
additional custodian or custodians. 
Each such substitute or additional custodian shall deliver to the
Depositary, forthwith upon its appointment, an acceptance of such appointment
satisfactory in form and substance to the Depositary.


 


Upon the
appointment of any successor depositary hereunder, each Custodian then acting
hereunder shall forthwith become, without any further act or writing, the agent
hereunder of such successor depositary and the appointment of such successor
depositary shall in no way impair the authority of each Custodian hereunder;
but the successor depositary so appointed shall, nevertheless, on the written
request of any Custodian, execute and deliver to such Custodian all such
instruments as may be proper to give to such Custodian full and complete power
and authority as agent hereunder of such successor depositary.


 


SECTION 5.06.                 Notices and Reports.


 


On or before the
first date on which the Company gives notice, by publication or otherwise, of any
meeting of holders of Shares or other Deposited Securities, or of any adjourned
meeting of such holders, or of the taking of any action in respect of any cash
or other distributions or the offering of any rights, the Company agrees to
transmit to the Depositary and the Custodian a copy of the notice thereof in
the form given or to be given to holders of Shares or other Deposited
Securities.


 


The Company will
arrange for the prompt transmittal by the Company to the Depositary and the
Custodian of such notices and any other reports and communications which are
made generally available by the Company to holders of its Shares.  If requested in writing by the Company, the
Depositary will arrange for the mailing of copies of such notices, reports and
communications to all Owners.  The
Company will timely provide the Depositary with the quantity of such notices,
reports, and communications, as requested by the Depositary from time to time,
in order for the Depositary to effect such mailings.


 


The Company has
delivered to the Depositary and the Custodian a copy of its memorandum and
articles of association.  Promptly upon
any change in such documents, the Company shall deliver promptly to the
Depositary and the Custodian a copy of such documents as so changed.  The Depositary and its agents may rely on
the copy of such documents as so delivered for all purposes of this Deposit
Agreement.


 


SECTION 5.07.                 Distribution of Additional Shares,
Rights, etc.


 


If the Company or
any affiliate of the Company determines to make any issuance or distribution of
(1) additional Shares, (2) rights to subscribe for Shares,


 


22

















 


(3) securities convertible or exchangeable into Shares, or
(4) rights to subscribe for such securities (each a “Distribution”), the
Company shall notify the Depositary in writing as promptly as practicable and
in any event before the Distribution starts and, if requested in writing by the
Depositary, the Company shall promptly furnish to the Depositary a written opinion
from U.S. counsel for the Company that is reasonably satisfactory to the
Depositary, stating whether or not the Distribution requires, or, if made in
the United States, would require, registration under the Securities Act of
1933.  If, in the opinion of that
counsel, the Distribution requires, or, if made in the United States, would
require, registration under the Securities Act of 1933, that counsel shall
furnish to the Depositary a written opinion as to whether or not there is a
registration statement under the Securities Act of 1933 in effect that will
cover that Distribution.


 


The Company agrees
with the Depositary that neither the Company nor any company controlled by,
controlling or under common control with the Company will at any time deposit any
Shares, either originally issued or previously issued and reacquired by the
Company or any such affiliate, unless a registration statement is in effect as
to such Shares under the Securities Act of 1933.


 


SECTION 5.08.                 Indemnification.


 


The Company agrees
to indemnify the Depositary, its directors, employees, agents and affiliates
and any Custodian against, and hold each of them harmless from, any liability
or expense (including, but not limited to, the reasonable fees and expenses of
counsel) which may arise out of (a) any registration with the Commission of
American Depositary Shares or Deposited Securities or the offer or sale thereof
in the United States or (b) acts performed or omitted, pursuant to the
provisions of this Deposit Agreement and of the Receipts, as the same may be
amended, modified or supplemented from time to time, (i) by either the
Depositary or a Custodian or their respective directors, employees, agents and
affiliates, except for any liability or expense arising out of the negligence
or bad faith of either of them, or (ii) by the Company or any of its
directors, employees, agents and affiliates.


 


The indemnities
contained in the preceding paragraph shall not extend to any liability or
expense which arises solely and exclusively out of a Pre-Release (as defined in
Section 2.09) of a Receipt or Receipts in accordance with
Section 2.09 and which would not otherwise have arisen had such Receipt or
Receipts not been the subject of a Pre-Release pursuant to Section 2.09; provided,
however, for the avoidance of doubt, the indemnities provided in the
preceding paragraph shall apply to any such liability or expense (i) to the
extent that such liability or expense would have arisen had a Receipt or
Receipts not be the subject of a Pre-Release, or (ii) which may arise out of
any misstatement or alleged misstatement or omission or alleged omission in any
registration statement, proxy statement, prospectus (or placement memorandum),
or preliminary prospectus (or preliminary placement memorandum) relating to the
offer or sale of American Depositary Shares, except to the extent any such
liability or expense arises out


 


23

















 


of (i) information relating to the Depositary or any Custodian (other
than the Company), as applicable, furnished in writing and not materially
changed or altered by the Company expressly for use in any of the foregoing
documents, or, (ii) if such information is provided, the failure to state a
material fact necessary to make the information provided not misleading


 


The Depositary
agrees to indemnify the Company, its directors, employees, agents and
affiliates and hold each of them harmless from any liability or expense
(including, but not limited to, the reasonable fees and expenses of counsel)
which may arise out of acts performed or omitted by the Depositary or its
Custodian or their respective directors, employees, agents and affiliates due
to their negligence or bad faith.


 


If an action,
proceeding (including, but not limited to, any governmental investigation),
claim or dispute (collectively, a “Proceeding”) in respect of which indemnity
may be sought by either party is brought or asserted against the other party,
the party seeking indemnification (the “Indemnitee”) shall promptly (and in no
event more than five (5) days after receipt of notice of such Proceeding)
notify in writing the party obligated to provide such indemnification (the
“Indemnitor”) of such Proceeding.  The
failure of the Indemnitee to so notify the Indemnitor shall not impair the
Indemnitee’s ability to seek indemnification from the Indemnitor (but only for
costs, expenses and liabilities incurred after such notice) unless such failure
adversely affects the Indemnitor’s ability to adequately oppose or defend such Proceeding.  Upon receipt of such notice from the
Indemnitee, the Indemnitor, after providing written notice thereof, shall be
entitled to participate in such Proceeding and, to the extent that it shall so
desire and provided no conflict of interest exists as specified in subparagraph
(b) below or there are no other defenses available to Indemnitee as specified
in subparagraph (d) below, to assume the defense thereof with counsel
reasonably satisfactory to the Indemnitee (in which case all reasonable attorney’s
fees and expenses shall be borne by the Indemnitor and the Indemnitor shall in
good faith defend the Indemnitee).  The
Indemnitee shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be borne by the Indemnitee unless (a) the Indemnitor
agrees in writing to pay such fees and expenses, (b) the Indemnitee shall have
reasonably and in good faith concluded that there is a conflict of interest
between the Indemnitor and the Indemnitee in the conduct of the defense of such
action, (c) the Indemnitor fails, within ten (10) days prior to the date the
first response or appearance is required to be made in such Proceeding, to
assume the defense of such Proceeding with counsel reasonably satisfactory to
the Indemnitee or (d) there are legal defenses available to Indemnitee that are
different from or are in addition to those available to the Indemnitor.  No compromise or settlement of such
Proceeding may be effected by either party without the other party’s consent
unless (i) there is no finding or admission of any violation of law and no
effect on any other claims that may be made against such other party and (ii)
the sole relief provided is monetary damages that are paid in full by the party
seeking the settlement.  Neither party
shall have any liability with


 


24

















 


respect to any compromise or settlement effected without its consent,
which shall not be unreasonably withheld. 
The Indemnitor shall have no obligation to indemnify and hold harmless
the Indemnitee from any loss, expense or liability incurred by the Indemnitee
as a result of a default judgment entered against the Indemnitee unless such
judgment was entered after the Indemnitor agreed, in writing, to assume the
defense of such Proceeding or the Indemnitor and Indemnitee consented to a
default judgment.


 


SECTION 5.09.                 Charges of Depositary.


 


The Company agrees
to pay the fees, reasonable expenses and out-of-pocket charges of the
Depositary and those of any Registrar only in accordance with agreements in
writing entered into between the Depositary and the Company from time to
time.  The Depositary shall present its
statement for such charges and expenses to the Company once every three
months.  The charges and expenses of the
Custodian are for the sole account of the Depositary.


 


The following
charges shall be incurred by any party depositing or withdrawing Shares or by
any party surrendering Receipts or to whom Receipts are issued (including,
without limitation, issuance pursuant to a stock dividend or stock split
declared by the Company or an exchange of stock regarding the Receipts or
Deposited Securities or a distribution of Receipts pursuant to Section 4.03)
or by Owners, as applicable: 
(1) taxes and other governmental charges, (2) such
registration fees as may from time to time be in effect for the registration of
transfers of Shares generally on the Share register of the Company or Foreign
Registrar and applicable to transfers of Shares to the name of the Depositary
or its nominee or the Custodian or its nominee on the making of deposits or
withdrawals hereunder, (3) such cable, telex and facsimile transmission
expenses as are expressly provided in this Deposit Agreement, (4) such
expenses as are incurred by the Depositary in the conversion of foreign
currency pursuant to Section 4.05, (5) a fee of $5.00 or less per 100
American Depositary Shares (or portion thereof) for the execution and delivery
of Receipts pursuant to Section 2.03, 4.03 or 4.04 and the surrender of
Receipts pursuant to Section 2.05 or 6.02, (6)  a fee of $.02 or less
per American Depositary Share (or portion thereof) for any cash distribution
made pursuant to this Deposit Agreement, including, but not limited to Sections
4.01 through 4.04, (7) a fee for the distribution of securities pursuant
to Section 4.02, such fee being in an amount equal to the fee for the
execution and delivery of American Depositary Shares referred to above which would
have been charged as a result of the deposit of such securities (for purposes
of this clause 7 treating all such securities as if they were Shares) but
which securities are instead distributed by the Depositary to Owners, (8) a fee
of $.02 or less per American Depositary Share (or portion thereof) for
depositary services, which will accrue on the last day of each calendar year
and will be payable as provided in clause 9 below; provided, however,
that no fee will be assessed under this clause 8 to the extent that a fee of
$.02 per American Depositary Share was charged pursuant to clause 6 above
during that calendar year and (9) any other charges payable by the Depositary,
any of the Depositary’s agents, including the Custodian, or the agents of the
Depositary’s agents in


 


25

















 


connection with the servicing of Shares or other Deposited Securities
(which charge shall be assessed against Owners as of the date or dates set by
the Depositary in accordance with Section 4.06 and shall be collected at
the sole discretion of the Depositary by billing such Owners for such charge or
by deducting such charge from one or more cash dividends or other cash
distributions).


 


The Depositary,
subject to Section 2.09, may own and deal in any class of securities of
the Company and its affiliates and in Receipts.


 


SECTION 5.10.                 Retention of Depositary Documents.


 


The Depositary is
authorized to destroy those documents, records, bills and other data compiled
during the term of this Deposit Agreement at the times permitted by the laws or
regulations governing the Depositary unless (i) the Company has reasonably
requested that such papers be retained for a longer period, (ii) the Company
has requested such papers as provided in Section 5.01 or (iii) a successor
depositary has requested such papers as provided in Section 5.04.


 


SECTION 5.11.                 Exclusivity.


 


The Company agrees
not to appoint any other depositary for issuance of American depositary
receipts so long as The Bank of New York is acting as Depositary
hereunder, subject, however, to the rights of the Company under
Section 5.04.


 


The Depositary
agrees with the Company not to establish any unsponsored American depositary
receipt program for any securities issued by the Company so long as the
Depositary is acting hereunder.


 


SECTION 5.12.                 List of Restricted Securities
Owners.


 


The Company shall
provide to the Depositary a list setting forth, to the actual knowledge of the
Company, those persons or entities who beneficially own Restricted Securities
as of the date hereof and the Company shall update that list as changes
occur.  The Company agrees to advise in
writing each of the persons or entities so listed that such Restricted
Securities, so long as they remain such, are ineligible for deposit
hereunder.  The Depositary may rely on
the list provided under this Section 5.12, as most recently updated, but
shall not be liable for any action or omission made in reliance thereon unless
the Depositary has actual knowledge to the contrary.


 


ARTICLE 6.                      AMENDMENT
AND TERMINATION


 


SECTION 6.01.                 Amendment.


 


The form of the
Receipts and any provisions of this Deposit Agreement may at any time and from
time to time be amended by agreement between the Company


 


26

















 


and the Depositary without the consent of Owners or Beneficial Owners
in any respect which they may deem necessary or desirable.  Any amendment which shall impose or increase
any fees or charges (other than taxes and other governmental charges,
registration fees, cable, telex or facsimile transmission costs, delivery costs
or other such expenses), or which shall otherwise prejudice any substantial
existing right of Owners, shall, however, not become effective as to
outstanding Receipts until the expiration of 30 days after notice of such
amendment shall have been given to the Owners of outstanding Receipts.  Every Owner and Beneficial Owner, at the
time any amendment so becomes effective, shall be deemed, by continuing to hold
such Receipt or any interest therein, to consent and agree to such amendment
and to be bound by the Deposit Agreement as amended thereby.  In no event shall any amendment impair the
right of the Owner of any Receipt to surrender such Receipt and receive
therefor the Deposited Securities represented thereby, except in order to
comply with mandatory provisions of applicable law.


 


SECTION 6.02.                 Termination.


 


The Depositary
shall, at any time at the direction of the Company, terminate this Deposit
Agreement by mailing notice of termination to the Owners of all Receipts then
outstanding at least 30 days prior to the date fixed in such notice for such
termination.  The Depositary may
likewise terminate this Deposit Agreement by mailing notice of termination to
the Company and the Owners of all Receipts then outstanding if at least 60 days
have passed since the Depositary delivered to the Company a written notice of
its election to resign and a successor depositary has not been appointed and
accepted its appointment as provided in Section 5.04.  On and after the date of termination, the
Owner of a Receipt will, upon (a) surrender of such Receipt at the
Corporate Trust Office of the Depositary, (b) payment of the fee of the
Depositary for the surrender of Receipts referred to in Section 2.05, and
(c) payment of any applicable taxes or governmental charges, be entitled
to delivery, to him or upon his order, of the amount of Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt.  If any Receipts shall remain outstanding
after the date of termination, the Depositary thereafter shall discontinue the
registration of transfers of Receipts, shall suspend the distribution of
dividends and other distributions to the Owners thereof, and shall not give any
further notices or perform any further acts under this Deposit Agreement,
except that the Depositary shall continue to collect dividends and other
distributions pertaining to Deposited Securities, shall sell rights and other
property as provided in this Deposit Agreement, and shall continue to deliver
Deposited Securities, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any rights or
other property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in
accordance with the terms and conditions of this Deposit Agreement, and any
applicable taxes or governmental charges). 
At any time after the expiration of one year from the date of
termination, the Depositary may sell the Deposited Securities then held
hereunder


 


27

















 


and may thereafter hold uninvested the net proceeds of any such sale,
together with any other cash then held by it hereunder, unsegregated and
without liability for interest, for the pro rata benefit of the Owners of
Receipts which have not theretofore been surrendered, such Owners thereupon
becoming general creditors of the Depositary with respect to such net
proceeds.  After making such sale, the
Depositary shall be discharged from all obligations under this Deposit
Agreement, except to account for such net proceeds and other cash (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in
accordance with the terms and conditions of this Deposit Agreement, and any
applicable taxes or governmental charges). 
Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary under Sections 5.08 and 5.09.


 


ARTICLE 7.                      MISCELLANEOUS


 


SECTION 7.01.                 Counterparts.


 


This Deposit
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of such counterparts shall constitute one and the
same instrument.  Copies of this Deposit
Agreement shall be filed with the Depositary and the Custodians and shall be
open to inspection by any Owner or Beneficial Owner during business hours.


 


SECTION 7.02.                 No Third Party Beneficiaries.


 


This Deposit
Agreement is for the exclusive benefit of the parties hereto and shall not be
deemed to give any legal or equitable right, remedy or claim whatsoever to any
other person.


 


SECTION 7.03.                 Severability.


 


In case any one or
more of the provisions contained in this Deposit Agreement or in the Receipts
should be or become invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein or therein shall in no way be affected, prejudiced or disturbed thereby.


 


SECTION 7.04.                 Owners and Beneficial Owners as
Parties;  Binding Effect.


 


The Owners and
Beneficial Owners of Receipts from time to time shall be parties to this
Deposit Agreement and shall be bound by all of the terms and conditions hereof
and of the Receipts by acceptance thereof or any interest therein.


 


28

















 


SECTION 7.05.                 Notices.


 


Any and all
notices to be given to the Company shall be deemed to have been duly given if
personally delivered or sent by mail or cable, telex or facsimile transmission
confirmed by letter, addressed to Cyclacel Group plc, Dundee Technopole, James
Lindsay Place, Dundee DD1 5JJ, United Kingdon, Attention:  Secretary, Facsimile:  44-1382-206-067, or any other place to which
the Company may have transferred its principal office with notice to the
Depositary.


 


Any and all
notices to be given to the Depositary shall be deemed to have been duly given
if in English and personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by letter, addressed to The Bank of New York,
101 Barclay Street, New York, New York 10286, Attention:  American Depositary Receipt Administration,
or any other place to which the Depositary may have transferred its Corporate
Trust Office with notice to the Company.


 


Any and all
notices to be given to any Owner shall be deemed to have been duly given if
personally delivered or sent by mail or cable, telex or facsimile transmission
confirmed by letter, addressed to such Owner at the address of such Owner as it
appears on the transfer books for Receipts of the Depositary, or, if such Owner
shall have filed with the Depositary a written request that notices intended
for such Owner be mailed to some other address, at the address designated in
such request.


 


Delivery of a
notice sent by mail or cable, telex or facsimile transmission shall be deemed
to be effective at the time when a duly addressed letter containing the same
(or a confirmation thereof in the case of a cable, telex or facsimile
transmission) is deposited, postage prepaid, in a post-office letter box.  The Depositary or the Company may, however,
act upon any cable, telex or facsimile transmission received by it,
notwithstanding that such cable, telex or facsimile transmission shall not
subsequently be confirmed by letter as aforesaid.


 


SECTION 7.06.                 Submission to Jurisdiction;
Appointment of Agent for Service of Process.


 


The Company hereby
(i)  designates and appoints CT Corporation System, 111 Eighth Avenue, New
York, New York 10011, in the State of New York, as the Company’s authorized agent
upon which process may be served in any suit or proceeding arising out of or
relating to the Shares or Deposited Securities, the American Depositary Shares,
the Receipts or this Deposit Agreement, (ii) consents and submits to the
jurisdiction of any state or federal court in the State of New York in which
any such suit or proceeding may be instituted, and (iii) agrees that service of
process upon said authorized agent shall be deemed in every respect effective
service of process upon the Company in any such suit or proceeding.  The Company agrees to deliver, upon the
execution and delivery of this Deposit Agreement, a written acceptance by such
agent of its appointment as such agent. 
The Company further agrees to take any and all action,


 


29

















 


including the filing of any and all such documents and instruments, as
may be necessary to continue such designation and appointment in full force and
effect for so long as any American Depositary Shares or Receipts remain
outstanding or this Agreement remains in force.  In the event the Company fails to continue such designation and
appointment in full force and effect, the Company hereby waives personal
service of process upon it and consents that any such service of process may be
made by certified or registered mail, return receipt requested, directed to the
Company at its address last specified for notices hereunder, and service so
made shall be deemed completed five (5) days after the same shall have been so
mailed.


 


SECTION 7.07.                 Governing Law.


 


This Deposit
Agreement and the Receipts shall be interpreted and all rights hereunder and
thereunder and provisions hereof and thereof shall be governed by the laws of
the State of New York, except with respect to its authorization and execution
by the Company, which shall be governed by the laws of England and Wales.


 


SECTION 7.08.                 Assignment.


 


The Depositary
shall not assign this Deposit Agreement unless it has given the Company at
least 90 days’ prior written notice of its intention to do so.


 


30

















 


IN WITNESS
WHEREOF, CYCLACEL GROUP plc and THE BANK OF NEW YORK have duly executed
this Deposit Agreement as of the day and year first set forth above and all
Owners and Beneficial Owners shall become parties hereto upon acceptance by
them of Receipts issued in accordance with the terms hereof or any interest
therein.


 


	
   

  	
  CYCLACEL GROUP
  plc

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW
  YORK,

  
	
   

  	
  as Depositary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


31

















 


EXHIBIT A


 


	
  No.

  	
                                                        

  
	
   

  	
  AMERICAN DEPOSITARY SHARES

  
	
   

  	
  (Each American
  Depositary Share represents

  four deposited
  Shares)

  



 


THE
BANK OF NEW YORK


AMERICAN
DEPOSITARY RECEIPT


FOR
ORDINARY SHARES


NOMINAL
VALUE ONE PENNY EACH OF


CYCLACEL
GROUP plc


(INCORPORATED UNDER THE LAWS OF
ENGLAND AND WALES)


 


The Bank of New
York, as depositary (herein called the Depositary), hereby certifies that 

                                                                                ,
or registered assigns IS THE OWNER OF                                          


 


AMERICAN DEPOSITARY SHARES


 


representing
deposited ordinary shares (herein called Shares) of Cyclacel Group plc,
incorporated under the laws of England and Wales (herein called the
Company).  At the date hereof, each
American Depositary Share represents four Shares deposited or subject to
deposit under the Deposit Agreement (as such term is hereinafter defined) at
the London office of The Bank of New York (herein called the Custodian).  The Depositary’s Corporate Trust Office is
located at a different address than its principal executive office.  Its Corporate Trust Office is located at 101
Barclay Street, New York, N.Y. 10286, and its principal executive office is
located at One Wall Street, New York, N.Y. 10286.


 


THE DEPOSITARY’S CORPORATE TRUST
OFFICE ADDRESS IS

101 BARCLAY STREET, NEW YORK, N.Y. 10286


 


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1.                                      THE
DEPOSIT AGREEMENT.


 


This American
Depositary Receipt is one of an issue (herein called Receipts), all issued and
to be issued upon the terms and conditions set forth in the deposit agreement,
dated as of                         ,
2004, as the same may be amended from time to time in accordance with its terms
(the “Deposit Agreement”), by and among the Company, the Depositary, and all
Owners and Beneficial Owners from time to time of Receipts issued thereunder,
each of whom by accepting a Receipt or any interest therein agrees to become a
party thereto and become bound by all the terms and conditions thereof.  The Deposit Agreement sets forth the rights
of Owners and Beneficial Owners of the Receipts and the rights and duties of
the Depositary in respect of the Shares deposited thereunder and any and all
other securities, property and cash from time to time received in respect of
such Shares and held thereunder (such Shares, securities, property, and cash
are herein called Deposited Securities). 
Copies of the Deposit Agreement are on file at the Depositary’s
Corporate Trust Office in New York City and at the office of the Custodian.


 


The statements
made on the face and reverse of this Receipt are summaries of certain
provisions of the Deposit Agreement and are qualified by and subject to the
detailed provisions of the Deposit Agreement, to which reference is hereby
made.  Capitalized terms defined in the
Deposit Agreement and not defined herein shall have the meanings set forth in
the Deposit Agreement.


 


2.                                      SURRENDER
OF RECEIPTS AND WITHDRAWAL OF SHARES.


 


Upon surrender at
the Corporate Trust Office of the Depositary of this Receipt, and upon payment
of the fee of the Depositary provided in the Deposit Agreement, and subject to
the terms and conditions of the Deposit Agreement, the memorandum and articles
of association of the Company, the Deposited Securities and applicable law, the
Owner hereof is entitled to delivery, to him or upon his order, of the
Deposited Securities at the time represented by the American Depositary Shares
for which this Receipt is issued. 
Delivery of such Deposited Securities may be made by the delivery of (a)
certificates in the name of the Owner hereof or as ordered by him or certificates
properly endorsed or accompanied by proper instruments of transfer and (b) any
other securities, property and cash to which such Owner is then entitled in
respect of this Receipt.  Such delivery
will be made at the option of the Owner hereof, either at the office of the
Custodian or at the Corporate Trust Office of the Depositary, provided that the
forwarding of certificates for Shares or other Deposited Securities for such
delivery at the Corporate Trust Office of the Depositary shall be at the risk
and expense of the Owner hereof.


 


3.                                      TRANSFERS,
SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.


 


The transfer of
this Receipt is registrable on the books of the Depositary at its Corporate
Trust Office by the Owner hereof in person or by a duly authorized


 


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attorney, upon surrender of this Receipt properly endorsed for transfer
or accompanied by proper instruments of transfer and funds sufficient to pay
any applicable transfer taxes and the expenses of the Depositary and upon
compliance with such regulations, if any, as the Depositary may establish for
such purpose.  This Receipt may be split
into other such Receipts, or may be combined with other such Receipts into one
Receipt, evidencing the same aggregate number of American Depositary Shares as
evidenced by the Receipt or Receipts surrendered.  The Depositary may close the transfer books, at any time or from
time to time, when deemed expedient by it in connection with the performance of
its duties under the Deposit Agreement. 
As a condition precedent to the execution and delivery, registration of
transfer, split-up, combination, or surrender of any Receipt or withdrawal of
any Deposited Securities, the Depositary, the Custodian, or Registrar may
require payment from the depositor of the Shares or the presentor of the
Receipt of a sum sufficient to reimburse it for any tax or other governmental
charge and any stock transfer or registration fee with respect thereto
(including any such tax or charge and fee with respect to Shares being
deposited or withdrawn) and payment of any applicable fees as provided in the
Deposit Agreement, may require the production of proof satisfactory to it as to
the identity and genuineness of any signature and may also require compliance
with any regulations the Depositary may establish consistent with the
provisions of the Deposit Agreement or this Receipt, including, without
limitation, this Article 3.


 


The delivery of
Receipts against deposits of Shares generally or against deposits of particular
Shares may be suspended, or the transfer of Receipts in particular instances
may be refused, or the registration of transfer of outstanding Receipts
generally may be suspended, during any period when the transfer books of the
Depositary are closed, or if any such action is deemed necessary or advisable
by the Depositary or the Company at any time or from time to time because of
any requirement of law or of any government or governmental body or commission,
or under any provision of the Deposit Agreement or this Receipt, or for any other
reason, subject to the provisions of the following sentence.  Notwithstanding anything to the contrary in
the Deposit Agreement or this Receipt, the surrender of outstanding Receipts
and withdrawal of Deposited Securities may not be suspended subject only to (i)
temporary delays caused by closing the transfer books of the Depositary or the
Company or the deposit of Shares in connection with voting at a shareholders’
meeting, or the payment of dividends, (ii) the payment of fees, taxes and
similar charges, and (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities.  Without
limitation of the foregoing, the Depositary shall not knowingly accept for
deposit under the Deposit Agreement any Shares which would be required to be
registered under the provisions of the Securities Act of 1933 for the public
offer and sale thereof in the United States unless a registration statement is
in effect as to such Shares for such offer and sale.


 


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4.                                      LIABILITY
OF OWNER OR BENEFICIAL OWNER FOR TAXES.


 


If any tax or
other governmental charge shall become payable with respect to any Receipt or
any Deposited Securities represented hereby, such tax or other governmental
charge shall be payable by the Owner or Beneficial Owner hereof to the
Depositary.  The Depositary may refuse
to effect any transfer of this Receipt or any withdrawal of Deposited
Securities represented by American Depositary Shares evidenced by such Receipt
until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Owner or Beneficial Owner
hereof any part or all of the Deposited Securities represented by the American
Depositary Shares evidenced by this Receipt, and may apply such dividends or
other distributions or the proceeds of any such sale in payment of such tax or
other governmental charge and the Owner or Beneficial Owner hereof shall remain
liable for any deficiency.


 


5.                                      WARRANTIES
ON DEPOSIT OF SHARES.


 


Every person
depositing Shares under the Deposit Agreement shall be deemed thereby to
represent and warrant that such Shares and each certificate therefor are
validly issued, fully paid, non-assessable, and were not issued in violation of
any preemptive or similar rights of the holders of outstanding Shares and that
the person making such deposit is duly authorized so to do.  Every such person shall also be deemed to
represent that such Shares are not, and American Depositary Shares representing
such Shares would not be, Restricted Securities.  Such representations and warranties shall survive the deposit of
Shares and delivery of Receipts.


 


6.                                      FILING
PROOFS, CERTIFICATES, AND OTHER INFORMATION.


 


Any person
presenting Shares for deposit or any Owner or Beneficial Owner of a Receipt may
be required from time to time to file with the Depositary or the Custodian such
proof of citizenship or residence, exchange control approval, or such
information relating to the registration on the books of the Company or the
Foreign Registrar, if applicable, to execute such certificates and to make such
representations and warranties, as the Depositary may deem necessary or
proper.  The Depositary may withhold the
delivery or registration of transfer of any Receipt or the distribution of any
dividend or sale or distribution of rights or of the proceeds thereof or the
delivery of any Deposited Securities until such proof or other information is
filed or such certificates are executed or such representations and warranties
made.  No Share shall be accepted for
deposit unless accompanied by evidence satisfactory to the Depositary that any
necessary approval has been granted by any governmental body in the United
Kingdom that is then performing the function of the regulation of currency
exchange.


 


7.                                      CHARGES
OF DEPOSITARY.


 


The Company agrees
to pay the fees, reasonable expenses and out-of-pocket charges of the
Depositary and those of any Registrar only in accordance with


 


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agreements in writing entered into between the Depositary and the
Company from time to time.  The
Depositary shall present its statement for such charges and expenses to the
Company once every three months.  The
charges and expenses of the Custodian are for the sole account of the
Depositary.


 


The following
charges shall be incurred by any party depositing or withdrawing Shares or by
any party surrendering Receipts or to whom Receipts are issued (including,
without limitation, issuance pursuant to a stock dividend or stock split
declared by the Company or an exchange of stock regarding the Receipts or
Deposited Securities or a distribution of Receipts pursuant to
Section 4.03 of the Deposit Agreement), or by Owners, as applicable:
(1) taxes and other governmental charges, (2) such registration fees
as may from time to time be in effect for the registration of transfers of
Shares generally on the Share register of the Company or Foreign Registrar and
applicable to transfers of Shares to the name of the Depositary or its nominee
or the Custodian or its nominee on the making of deposits or withdrawals under
the terms of the Deposit Agreement, (3) such cable, telex and facsimile
transmission expenses as are expressly provided in the Deposit Agreement,
(4) such expenses as are incurred by the Depositary in the conversion of
foreign currency pursuant to Section 4.05 of the Deposit Agreement,
(5) a fee of $5.00 or less per 100 American Depositary Shares (or portion
thereof) for the execution and delivery of Receipts pursuant to
Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of
Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) a
fee of $.02 or less per American Depositary Share (or portion thereof) for any
cash distribution made pursuant to the Deposit Agreement, including but not
limited to, Sections 4.01 through 4.04, (7) a fee for the distribution of
securities pursuant to Section 4.02 of the Deposit Agreement, such fee being
in an amount equal to the fee for the execution and delivery of American
Depositary Shares referred to above which would have been charged as a result
of the deposit of such securities (for purposes of this clause 7 treating
all such securities as if they were Shares), but which securities are instead
distributed by the Depositary to Owners, (8) ) a fee of $.02 or less per
American Depositary Share (or portion thereof) for depositary services, which
will accrue on the last day of each calendar year and will be payable as
provided in clause 9 below; provided, however, that no fee will
be assessed under this clause 8 to the extent that a fee of $.02 per American
Depositary Share was charged pursuant to clause 6 above during that calendar
year and (9) any other charges payable by the Depositary, any of the
Depositary’s agents, including the Custodian, or the agents of the Depositary’s
agents in connection with the servicing of Shares or other Deposited Securities
(which charge shall be assessed against Owners as of the date or dates set by
the Depositary in accordance with Section 4.06 of the Deposit Agreement
and shall be collected at the sole discretion of the Depositary by billing such
Owners for such charge or by deducting such charge from one or more cash dividends
or other cash distributions).


 


The Depositary,
subject to Article 8 hereof, may own and deal in any class of securities
of the Company and its affiliates and in Receipts.


 


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8.                                      PRE-RELEASE
OF RECEIPTS.


 


Notwithstanding
Section 2.03 of the Deposit Agreement, the Depositary may execute and
deliver Receipts prior to the receipt of Shares pursuant to Section 2.02
of the Deposit Agreement (a Pre-Release), unless the Company requests the
Depositary in writing to cease doing so. 
The Depositary may, pursuant to Section 2.05 of the Deposit
Agreement, deliver Shares upon the receipt and cancellation of Receipts which
have been Pre-Released, whether or not such cancellation is prior to the
termination of such Pre-Release or the Depositary knows that such Receipt has
been Pre-Released.  The Depositary may
receive Receipts in lieu of Shares in satisfaction of a Pre-Release.  Each Pre-Release will be (a) preceded or
accompanied by a written representation from the person to whom Receipts or
Shares are to be delivered (the “Pre-Releasee”), that such person, or its
customer, (i) owns the Shares or Receipts to be remitted, as the case may be,
(ii) assigns all beneficial rights, title and interest in such Shares or Receipts,
as the case may be, to the Depositary in its capacity as such and for the
benefit of the Owners, and (iii) will not take any action with respect to such
Shares or Receipts, as the case may be, that is inconsistent with the transfer
of beneficial ownership (including, without the consent of the Depositary,
disposing of such Shares or Receipts, as the case may be), other than in
satisfaction of such Pre-Release, (b) at all times fully collateralized with
cash or such other collateral as the Depositary deems appropriate, (c)
terminable by the Depositary on not more than five (5) business days notice,
and (d) subject to such further indemnities and credit regulations as the
Depositary deems appropriate.  The
number of Shares represented by American Depositary Shares that are outstanding
at any time as a result of Pre-Release will not normally exceed thirty percent
(30%) of the Shares deposited under the Deposit Agreement; provided, however,
that the Depositary reserves the right to change or disregard such limit from
time to time as it deems reasonably appropriate.  The Depositary will also set Dollar limits with respect to
Pre-Release transactions to be entered into with any particular Pre-Releasee on
a case-by-case basis as the Depositary deems appropriate. For purposes of
enabling the Depositary to fulfill its obligations to the Owners under the
Deposit Agreement, the collateral referred to in clause (b) above shall be held
by the Depositary as security for the performance of the Pre-Releasee’s
obligations to the Depositary in connection with a Pre-Release transaction,
including the Pre-Releasee’s obligation to deliver Shares or Receipts upon
termination of a Pre-Release transaction (and shall not, for the avoidance of
doubt, constitute Deposited Securities thereunder).


 


The Depositary may
retain for its own account any compensation received by it in connection with
the foregoing.


 


9.                                      TITLE
TO RECEIPTS.


 


It is a condition
of this Receipt and every successive Owner and Beneficial Owner of this Receipt
by accepting or holding the same consents and agrees, that title to this
Receipt when properly endorsed or accompanied by proper instruments of
transfer, is


 


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transferable by delivery with the same effect as in the case of a
negotiable instrument under the laws of the State of  New York; provided, however, that the Company and
the Depositary, notwithstanding any notice to the contrary, may treat the
person in whose name this Receipt is registered on the books of the Depositary
as the absolute owner hereof for the purpose of determining the person entitled
to distribution of dividends or other distributions or to any notice provided
for in the Deposit Agreement or for all other purposes, and neither the
Depositary nor the Company will have any obligation or be subject to any
liability under the Deposit Agreement to any holder of this Receipt unless that
holder is the Owner hereof.


 


10.                               VALIDITY
OF RECEIPT.


 


This Receipt shall
not be entitled to any benefits under the Deposit Agreement or be valid or
obligatory for any purpose, unless this Receipt shall have been executed by the
Depositary by the manual or facsimile signature of a duly authorized signatory
of the Depositary and, if a Registrar for the Receipts shall have been
appointed, countersigned by the manual signature of a duly authorized officer
of the Registrar.


 


11.                               REPORTS;
INSPECTION OF TRANSFER BOOKS.


 


The Company is
subject to the periodic reporting requirements of the Securities Exchange Act
of 1934 and, accordingly, files certain reports with the Commission.  Such reports will be available for
inspection and copying by Owners and Beneficial Owners at the public reference
facilities maintained by the Commission located at 450 Fifth Street, N.W.,
Washington, D.C. 20549.


 


The Depositary
will make available for inspection by Owners of Receipts at its Corporate Trust
Office any reports and communications, including any proxy soliciting material,
received from the Company which are both (a) received by the Depositary as
the holder of the Deposited Securities and (b) made generally available to
the holders of such Deposited Securities by the Company.  The Depositary will also send to Owners of
Receipts copies of such reports when furnished by the Company pursuant to the
Deposit Agreement.


 


The Depositary
will keep books, at its Corporate Trust Office, for the registration of
Receipts and transfers of Receipts which at all reasonable times shall be open
for inspection by the Owners of Receipts, provided that such inspection shall
not be for the purpose of communicating with Owners of Receipts in the interest
of a business or object other than the business of the Company or a matter
related to the Deposit Agreement or the Receipts.


 


12.                               DIVIDENDS
AND DISTRIBUTIONS.


 


Whenever the
Depositary or the Custodian receives any cash dividend or other cash
distribution on any Deposited Securities, the Depositary will, if at the time
of


 


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receipt thereof any amounts received in a foreign currency can in the
judgment of the Depositary be converted on a reasonable basis into United
States dollars transferable to the United States, and subject to the Deposit
Agreement, as promptly as practicable, convert such dividend or distribution
into dollars and distribute the amount thus received (net of the fees and
expenses of the Depositary as provided in Section 5.09 of the Deposit
Agreement) to the Owners of Receipts entitled thereto; provided, however,
that in the event that the Company or the Depositary is required to withhold
and does withhold from any cash dividend or other cash distribution in respect
of any Deposited Securities an amount on account of taxes or other governmental
charges, the amount distributed to the Owners of the Receipts evidencing
American Depositary Shares representing such Deposited Securities shall be
reduced accordingly.


 


Subject to the
provisions of Sections 4.11 and 5.09 of the Deposit Agreement, whenever
the Depositary or the Custodian receives any distribution other than a
distribution described in Section 4.01, 4.03 or 4.04 of the Deposit
Agreement, the Depositary will, as promptly as practicable, cause the
securities or property received by it to be distributed to the Owners entitled
thereto, in any manner that the Depositary may deem equitable and practicable
for accomplishing such distribution; provided, however, that if
in the opinion of the Depositary such distribution cannot be made
proportionately among the Owners of Receipts entitled thereto, or if for any
other reason the Depositary deems such distribution not to be feasible, the
Depositary may adopt such method as it may deem equitable and practicable for
the purpose of effecting such distribution, including, but not limited to, the
public or private sale of the securities or property thus received, or any part
thereof, and the net proceeds of any such sale (net of the fees and expenses of
the Depositary as provided in Section 5.09 of the Deposit Agreement) will
be distributed by the Depositary to the Owners of Receipts entitled thereto all
in the manner and subject to the conditions described in Section 4.01 of
the Deposit Agreement.  The Depositary
may withhold any distribution of securities under Section 4.02 of the
Deposit Agreement if it has not received satisfactory assurances from the
Company that the distribution does not require further registration under the
Securities Act of 1933.


 


If any
distribution consists of a dividend in, or free distribution of, Shares, the
Depositary may, and shall if the Company shall so request in writing,
distribute to the Owners of outstanding Receipts entitled thereto, additional
Receipts evidencing an aggregate number of American Depositary Shares
representing the amount of Shares received as such dividend or free
distribution subject to the terms and conditions of the Deposit Agreement with
respect to the deposit of Shares and the issuance of American Depositary Shares
evidenced by Receipts, including the withholding of any tax or other
governmental charge as provided in Section 4.11 of the Deposit Agreement
and the payment of the fees and expenses of the Depositary as provided in
Section 5.09 of the Deposit Agreement. 
The Depositary may withhold any such distribution of Receipts if it has
not received satisfactory assurances from the Company that such distribution
does not require further registration under the Securities Act of 1933.  In lieu of delivering Receipts for
fractional American Depositary Shares in any such case, the Depositary will


 


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sell the amount of Shares represented by the aggregate of such
fractions and distribute the net proceeds, all in the manner and subject to the
conditions described in Section 4.01 of the Deposit Agreement.  If additional Receipts are not so
distributed, each American Depositary Share shall thenceforth also represent
the additional Shares distributed upon the Deposited Securities represented
thereby.


 


In the event that
the Depositary determines in its reasonable discretion that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of
such property (including Shares and rights to subscribe therefor) in such
amounts and in such manner as the Depositary deems necessary and practicable to
pay any such taxes or charges, and the Depositary shall distribute the net
proceeds of any such sale after deduction of such taxes or charges to the
Owners of Receipts entitled thereto.


 


13.                               RIGHTS.


 


(a)                                  In
the event that the Company shall offer or cause to be offered to the holders of
any Deposited Securities any rights to subscribe for additional Shares or any
rights of any other nature, the Depositary shall, after consultation with the
Company as to the procedure to be followed, (i) make such rights available to
Owners pursuant to paragraph (b) below, (ii) dispose of such rights on behalf
of Owners and distribute the net proceeds available to Owners pursuant to
paragraph (e) below or (iii) if,  by the
terms of such rights offering or for any other reason, the Depositary may not
either make such rights available to the Owners or dispose of such rights and
distribute the net proceeds to the Owners, then the Depositary shall allow the
rights to lapse.


 


(b)                                 If
at the time of the offering of any rights the Depositary determines in its
discretion that it is lawful and feasible to make such rights available to all
or certain Owners but not to other Owners, the Depositary may distribute to any
Owner to whom it determines the distribution to be lawful and feasible, in
proportion to the number of American Depositary Shares held by such Owner,
warrants or other instruments therefor in such form as it deems appropriate.


 


(c)                                  In
circumstances in which rights would otherwise not be distributed, if an Owner
of Receipts requests the distribution of warrants or other instruments in order
to exercise the rights allocable to the American Depositary Shares of such
Owner hereunder, the Depositary will make such rights available to such Owner
upon written notice from the Company to the Depositary that (i) the Company has
elected in its sole discretion to permit such rights to be exercised and (ii)
such Owner has executed such documents as the Company has determined in its
sole discretion are reasonably required under applicable law.


 


(d)                                 If
the Depositary has distributed warrants or other instruments for rights to all
or certain Owners, then upon instruction from such an Owner pursuant to


 


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such warrants or
other instruments to the Depositary from such Owner to exercise such rights,
upon payment by such Owner to the Depositary for the account of such Owner of
an amount equal to the purchase price of the Shares to be received upon the
exercise of the rights, and upon payment of the fees and expenses of the
Depositary and any other charges as set forth in such warrants or other
instruments, the Depositary shall, on behalf of such Owner, exercise the rights
and purchase the Shares, and the Company shall cause the Shares so purchased to
be delivered to the Depositary on behalf of such Owner.  As agent for such Owner, the Depositary will
cause the Shares so purchased to be deposited pursuant to Section 2.02 of
the Deposit Agreement, and shall, pursuant to Section 2.03 of the Deposit
Agreement, execute and deliver Receipts to such Owner; provided, however,
that in the case of a distribution pursuant to paragraph (c) above, such
deposit shall be made, and depositary shares shall be delivered, under
depositary arrangements which provide for issuance of depositary receipts
subject to the appropriate restrictions on sale, deposit, cancellation, and
transfer under applicable United States laws.


 


(e)                                  If
the Depositary determines, after consultation with the Company, that it is not
lawful and feasible to make such rights available to all or certain Owners, it
may sell the rights, warrants or other instruments in proportion to the number
of American Depositary Shares held by the Owners to whom it has determined it
may not lawfully or feasibly make such rights available, and distribute the net
proceeds of such sales (net of the fees and expenses of the Depositary as
provided in Section 5.09 of the Deposit Agreement and all taxes and
governmental charges payable in connection with such rights and subject to the
terms and conditions of this Deposit Agreement) for the account of such Owners otherwise
entitled to such rights, warrants or other instruments, upon an averaged or
other practical basis without regard to any distinctions among such Owners
because of exchange restrictions or the date of delivery of any Receipt or
otherwise, as in the case of a distribution received in cash pursuant to
Section 4.01 of the Deposit Agreement.


 


(f)                                    Except
as otherwise provided in subsection (c) above, the Depositary will not
offer rights to Owners unless both the rights and the securities to which such
rights relate are either exempt from or not subject to the registration
requirements of the Securities Act of 1933 with respect to a distribution to
all Owners or are registered under the provisions of such Act.  Nothing in this Deposit Agreement shall
create any obligation on the part of the Company to file a registration
statement with respect to such rights or underlying securities or to endeavor
to have such a registration statement declared effective.  If an Owner of Receipts requests the
distribution of warrants or other instruments, notwithstanding that there has
been no such registration under such Act, the Depositary shall not effect such
distribution unless it has received an opinion from recognized U.S. counsel for
the Company upon which the Depositary may rely that such distribution to such
Owner is exempt from or not subject to such registration.


 


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(g)                                 The Depositary shall
not be responsible for any failure to determine that it may be lawful or
feasible to make such rights available to Owners in general or any Owner in
particular.


 


14.                               CONVERSION
OF FOREIGN CURRENCY.


 


Whenever the
Depositary or the Custodian shall receive foreign currency, by way of dividends
or other distributions or the net proceeds from the sale of securities,
property or rights, and if at the time of the receipt thereof the foreign
currency so received can in the judgment of the Depositary be converted on a
reasonable basis into Dollars and the resulting Dollars transferred to the United
States, the Depositary shall convert or cause to be converted, as promptly as
practicable, by sale or in any other manner that it may determine, such foreign
currency into Dollars, and such Dollars shall be distributed, as promptly as
practicable, to the Owners entitled thereto or, if the Depositary shall have
distributed any warrants or other instruments which entitle the holders thereof
to such Dollars, then to the holders of such warrants or instruments upon
surrender thereof for cancellation. 
Such distribution may be made upon an averaged or other practicable
basis without regard to any distinctions among Owners on account of exchange
restrictions, the date of delivery of any Receipt or otherwise and shall be net
of any expenses of conversion into Dollars incurred by the Depositary as
provided in Section 5.09 of the Deposit Agreement.


 


If such conversion
or distribution can be effected only with the approval or license of any
government or agency thereof, the Depositary shall file such application for
approval or license, if any, as it may deem desirable, except that the
Depositary shall not file such an application for approval or license that
refers to or is made on behalf of the Company until it is approved by the
Company (which approval shall not be unreasonably withheld or delayed).


 


If at any time the
Depositary shall determine that in its reasonable judgment any foreign currency
received by the Depositary or the Custodian is not convertible on a reasonable
basis into Dollars transferable to the United States, or if any approval or
license of any government or agency thereof which is required for such
conversion is denied or in the reasonable opinion of the Depositary is not
obtainable, or if any such approval or license is not obtained within a reasonable
period as determined by the Depositary in its reasonable discretion, the
Depositary may distribute the foreign currency (or an appropriate document
evidencing the right to receive such foreign currency) received by the
Depositary to, or in its discretion may hold such foreign currency uninvested
and without liability for interest thereon for the respective accounts of, the
Owners entitled to receive the same.


 


If any such
conversion of foreign currency, in whole or in part, cannot be effected for
distribution to some of the Owners entitled thereto, the Depositary may in its
discretion (i) make such conversion and distribution in Dollars to the extent
permissible to the Owners entitled thereto and (ii) distribute the balance of
the foreign currency (or an


 


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appropriate document evidencing the right to receive such foreign
currency) received by the Depositary to, or hold such balance uninvested and
without liability for interest thereon for the respective accounts of, the
Owners entitled thereto.


 


15.                               RECORD
DATES.


 


Whenever any cash
dividend or other cash distribution shall become payable or any distribution
other than cash shall be made, or whenever rights shall be issued with respect
to the Deposited Securities, or whenever the Depositary shall receive notice of
any meeting of holders of Shares or other Deposited Securities, or whenever for
any reason the Depositary causes a change in the number of Shares that are
represented by each American Depositary Share, or whenever the Depositary shall
find it necessary or convenient, the Depositary shall fix a record date, which
shall be the same date as, or as near as practicable to, any corresponding
record date set by the Company with respect to Shares, (a) for the
determination of the Owners of Receipts who shall be (i) entitled to
receive such dividend, distribution or rights or the net proceeds of the sale
thereof, (ii) entitled to give instructions for the exercise of voting
rights at any such meeting or (iii) responsible for any fees or charges
assessed by the Depositary pursuant to the Deposit Agreement, or
(b) fixing the date on or after which each American Depositary Share will
represent the changed number of Shares, subject to the provisions of the
Deposit Agreement.


 


16.                               VOTING
OF DEPOSITED SECURITIES.


 


Upon receipt from
the Company of notice of any meeting or solicitation of proxies or consents of
holders of Shares or other Deposited Securities, the Depositary shall, if
requested in writing by the Company, as soon as practicable thereafter, mail to
the Owners a notice, the form of which notice shall be in the sole discretion
of the Depositary, which shall contain (a) such information as is
contained in such notice of meeting received by the Depositary from the
Company, (b) a statement that the Owners as of the close of business on a
specified record date will be entitled, subject to any applicable provision of
English law and of the memorandum or articles of association or similar
document of the Company, to instruct the Depositary as to the exercise of the
voting rights, if any, pertaining to the amount of Shares or other Deposited
Securities represented by their respective American Depositary Shares and (c) a
statement as to the manner in which such instructions may be given.  Upon the written request of an Owner of a
Receipt on such record date, received on or before the date established by the
Depositary for such purpose (the “Instruction Date”), the Depositary shall
endeavor, in so far as practicable, to vote or cause to be voted the amount of
Shares or other Deposited Securities represented by the American Depositary
Shares evidenced by such Receipt in accordance with the instructions set forth
in such request.  The Depositary shall
not vote or attempt to exercise the right to vote that attaches to such Shares
or other Deposited Securities other than in accordance with such instructions.


 


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There can be no
assurance that Owners will receive the notice described in the preceding
paragraph sufficiently prior to the Instruction Date to enable then to give
voting instructions to the Depositary by the Instruction Date.


 


17.                               CHANGES
AFFECTING DEPOSITED SECURITIES.


 


In circumstances
where the provisions of Section 4.03 of the Deposit Agreement do not
apply, upon any change in nominal value, change in par value, split-up,
consolidation, or any other reclassification of Deposited Securities, or upon
any recapitalization, reorganization, merger or consolidation, or sale of
assets affecting the Company or to which it is a party, any securities which
shall be received by the Depositary or a Custodian in exchange for or in
conversion of or in respect of Deposited Securities shall be treated as new
Deposited Securities under the Deposit Agreement, and American Depositary
Shares shall thenceforth represent, in addition to the existing Deposited
Securities, the right to receive the new Deposited Securities so received in
exchange or conversion, unless additional Receipts are delivered pursuant to
the following sentence.  In any such
case the Depositary may, after consultation with the Company, and shall if the
Company shall so request in writing, execute and deliver additional Receipts as
in the case of a dividend in Shares, or call for the surrender of outstanding
Receipts to be exchanged for new Receipts specifically describing such new
Deposited Securities. As promptly as practicable after the occurrence of any
such change, conversion or exchange covered by this Section 4.08 in
respect of the Deposited Securities, the Depositary shall give notice thereof
in writing to all Owners if the event affects holdings of American Depositary
Shares.  Notwithstanding the foregoing,
in the event that, in the opinion of the Depositary, any security so received
may not be lawfully distributed to some or all Owners, the Depositary may,
after consultation with the Company, and upon the request of the Company shall,
use reasonable efforts to sell such securities at a public or private sale, at
such place or places and upon such terms as it may deem proper, and distribute
the net proceeds, if any, of such sale to the Owners otherwise entitled to such
securities upon an averaged or other practicable basis without regard to any
distinctions among such Owners as in the case of a distribution received in
cash pursuant to Section 4.01 of the Deposit Agreement.


 


18.                               LIABILITY
OF THE COMPANY AND DEPOSITARY.


 


Neither the
Depositary nor the Company nor any of their respective directors, employees,
agents or affiliates shall incur any liability to any Owner or Beneficial Owner
if, by reason of any provision of any present or future law or regulation of
the United States or any other country, or of any other governmental or
regulatory authority, or by reason of any provision, present or future, of the
memorandum or articles of association or similar document of the Company, or by
reason of any provision of any securities issued or distributed by the Company,
or any offering or distribution thereof, or by reason of any act of God or war
or terrorism or other circumstances beyond its control, the Depositary or the
Company shall be prevented, delayed or forbidden from or be


 


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subject to any civil or criminal penalty on account of doing or
performing any act or thing which by the terms of the Deposit Agreement or
Deposited Securities it is provided shall be done or performed; nor shall the
Depositary or the Company or any of their respective directors, employees,
agents or affiliates incur any liability to any Owner or Beneficial Owner by
reason of any non-performance or delay, caused as aforesaid, in the performance
of any act or thing which by the terms of the Deposit Agreement it is provided
shall or may be done or performed, or by reason of any exercise of, or failure
to exercise, any discretion provided for in the Deposit Agreement.  Where, by the terms of a distribution
pursuant to Section 4.01, 4.02 or 4.03 of the Deposit Agreement, or an
offering or distribution pursuant to Section 4.04 of the Deposit
Agreement, due to applicable law or for any other reason, such distribution or
offering may not be made available to Owners of Receipts, and the Depositary
may not dispose of such distribution or offering on behalf of such Owners and
make the net proceeds available to such Owners, then the Depositary shall not
make such distribution or offering, and shall allow any rights, if applicable,
to lapse.  Neither the Company nor the
Depositary assumes any obligation or shall be subject to any liability under
the Deposit Agreement to Owners or Beneficial Owners of Receipts, except that
they agree to perform their obligations specifically set forth in the Deposit
Agreement without negligence or bad faith. 
The Depositary shall not be subject to any liability with respect to the
validity or worth of the Deposited Securities. 
Neither the Depositary nor the Company shall be under any obligation to
appear in, prosecute or defend any action, suit, or other proceeding in respect
of any Deposited Securities or in respect of the Receipts on behalf of any
Owner, Beneficial Owner or other person, and the Custodian shall not be under
any obligation whatsoever with respect to such proceedings, the responsibility
of the Custodian being solely to the Depositary.  Neither the Depositary nor the Company shall be liable for any
action or nonaction by it in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any Owner
or Beneficial Owner or any other person believed by it in good faith to be
competent to give such advice or information. 
The Depositary shall not be responsible for any failure to carry out any
instructions to vote any of the Deposited Securities, or for the manner in
which any such vote is cast or the effect of any such vote, provided that any
such action or nonaction is in good faith. 
The Depositary shall not be liable for any acts or omissions made by a
successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with a matter arising wholly after the removal
or resignation of the Depositary, provided that in connection with the issue
out of which such potential liability arises, the Depositary performed its
obligations without negligence or bad faith while it acted as Depositary.  No disclaimer of liability under the
Securities Act of 1933 is intended by any provision of the Deposit Agreement.


 


19.                               RESIGNATION
AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.


 


The Depositary may at any time resign as Depositary by written notice
of its election so to do delivered to the Company, such resignation to take
effect upon the


 


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appointment of a
successor depositary and its acceptance of such appointment as provided in the
Deposit Agreement.  The Depositary may
at any time be removed by the Company by 60 days’ prior written notice of such
removal, to become effective upon the later of (i) the 60th day after delivery
of the notice to the Depositary or (ii) the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit
Agreement, except that the requirement that the Company give notice 60
days before effectiveness of removal will not apply if the Depositary has
notified the Company of its intent to assign the Deposit Agreement under
Section 7.08 of the Deposit Agreement. 
Whenever the Depositary in its discretion determines that it is in the
best interest of the Owners of Receipts to do so, it may appoint a substitute
or additional custodian or custodians.


 


20.                               AMENDMENT.


 


The form of the
Receipts and any provisions of the Deposit Agreement may at any time and from
time to time be amended by agreement between the Company and the Depositary
without the consent of Owners or Beneficial Owners in any respect which they
may deem necessary or desirable.  Any
amendment which shall impose or increase any fees or charges (other than taxes
and other governmental charges, registration fees and cable, telex or facsimile
transmission costs, delivery costs or other such expenses), or which shall
otherwise prejudice any substantial existing right of Owners of Receipts,
shall, however, not become effective as to outstanding Receipts until the
expiration of thirty days after notice of such amendment shall have been given
to the Owners of outstanding Receipts. 
Every Owner and Beneficial Owner of a Receipt at the time any amendment
so becomes effective shall be deemed, by continuing to hold such Receipt or any
interest therein, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby. 
In no event shall any amendment impair the right of the Owner of any
Receipt to surrender such Receipt and receive therefor the Deposited Securities
represented thereby except in order to comply with mandatory provisions of
applicable law.


 


21.                               TERMINATION
OF DEPOSIT AGREEMENT.


 


The Depositary at
any time at the direction of the Company, shall terminate the Deposit Agreement
by mailing notice of termination to the Owners of all Receipts then outstanding
at least 30 days prior to the date fixed in such notice for such
termination.  The Depositary may
likewise terminate the Deposit Agreement by mailing notice of termination to
the Company and the Owners of all Receipts then outstanding if at least 60 days
have passed since the Depositary delivered to the Company a written notice of
its election to resign and a successor depositary has not been appointed and
accepted its appointment as provided in the Deposit Agreement.  On and after the date of termination, the
Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate
Trust Office of the Depositary, (b) payment of the fee of the Depositary for
the surrender of Receipts referred to in Section 2.05 of the Deposit
Agreement, and (c)


 


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payment of any applicable taxes or governmental charges, be entitled to
delivery, to him or upon his order, of the amount of Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt.  If any Receipts shall remain outstanding
after the date of termination, the Depositary thereafter shall discontinue the
registration of transfers of Receipts, shall suspend the distribution of
dividends and other distributions to the Owners thereof, and shall not give any
further notices or perform any further acts under the Deposit Agreement, except
that the Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights and other property as
provided in the Deposit Agreement, and shall continue to deliver Deposited
Securities, together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any rights or other
property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in
accordance with the terms and conditions of the Deposit Agreement, and any
applicable taxes or governmental charges). 
At any time after the expiration of one year from the date of
termination, the Depositary may sell the Deposited Securities then held under
the Deposit Agreement and may thereafter hold uninvested the net proceeds of
any such sale, together with any other cash then held by it thereunder,
unsegregated and without liability for interest, for the pro rata benefit of
the Owners of Receipts which have not theretofore been surrendered, such Owners
thereupon becoming general creditors of the Depositary with respect to such net
proceeds.  After making such sale, the
Depositary shall be discharged from all obligations under the Deposit
Agreement, except to account for such net proceeds and other cash (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in
accordance with the terms and conditions of the Deposit Agreement, and any
applicable taxes or governmental charges). 
Upon the termination of the Deposit Agreement, the Company shall be
discharged from all obligations under the Deposit Agreement except for its
obligations to the Depositary with respect to indemnification, charges, and
expenses.


 


22.                               SUBMISSION
TO JURISDICTION.


 


In the Deposit
Agreement, the Company has (i) appointed CT Corporation System, 111 Eighth
Avenue, New York, New York 10011, in the State of New York, as the Company’s
authorized agent upon which process may be served in any suit or proceeding
arising out of or relating to the Shares or Deposited Securities, the American
Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted
to the jurisdiction of any state or federal court in the State of New York in
which any such suit or proceeding may be instituted, and (iii) agreed that
service of process upon said authorized agent shall be deemed in every respect
effective service of process upon the Company in any such suit or proceeding.


 


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