Exhibit 12.5  UNITED BISCUITS FINANCE plc  Finance Ethics
 Finance Code of Professional Conduct  United Biscuits Finance plc and its affiliates
(together, UB) promote professional conduct in the practice of financial
management throughout UB. UBs Chief Executive Officer (CEO), Chief Financial
Officer (CFO), Director of Financial Control, Director of Tax and Treasury
and all finance function employees hold an important and elevated role in
corporate governance, in that, they are uniquely capable and empowered to
ensure that all stakeholders interests are appropriately balanced, protected
and preserved.  In addition, due to our external reporting
requirements, it is of critical importance that UBs filings with the U.S.
Securities and Exchange Commission (SEC) are accurate and timely. Finance
function employees may be called upon to provide information that UBs public
reports are complete, fair and understandable. UB expects all finance function
employees to take this responsibility very seriously and to provide prompt and
accurate answers to enquiries related to UBs public disclosure requirements.  This Finance Code of Professional Conduct (the
Finance Code) embodies the principles to which all finance function employees
are expected to adhere and advocate. These guidelines for ethical business
conduct encompass rules regarding both individual and peer responsibilities, as
well as responsibilities to other UB employees, the public and other
stakeholders. All finance function employees have a special responsibility to
promote a culture throughout UB that ensures the fair and timely reporting of
UBs financial results and condition.  By accepting the Finance Code, finance function
employees acknowledge they will always:  Act with honesty and integrity, avoiding
actual or apparent conflicts of interest in their personal and professional
relationships.  Provide information that is accurate,
complete, objective, fair, relevant, timely and understandable, including in
UBs filings with and other submissions to the SEC.  Comply with all statutory and fiscal
obligations and requirements of other appropriate private and public regulatory
agencies.  Act in good faith, responsibly, with due
care, competence and diligence, without misrepresenting material facts or
allowing their independent judgement to be subordinated.  Respect the confidentiality of information
acquired in the course of their work except when authorised or otherwise
legally obligated to disclose. Confidential information acquired in the course
of their work will not be used for personal advantage.  Share knowledge and maintain professional
skills important and relevant to stakeholders needs.  Finance function employees include permanent,
temporary and fixed term contract staff  
   Proactively promote and be an example of
ethical behaviour as a responsible partner among peers, in the work environment
and the community. Demonstrate honesty and integrity in dealings with customers
and suppliers.  Achieve responsible use, control, and
stewardship over all assets and resources that are employed or entrusted to us.  Not unduly or fraudulently influence,
coerce, manipulate, or mislead any authorised audit or interfere with any
auditor engaged in the performance of an internal or independent audit of UBs
financial statements or accounting books and records.  Promptly report any conduct that the
individual believes to be a violation of law or business ethics or of any
provision of the code of conduct, including any transaction or relationship
that could reasonably be expected to give rise to such a conflict.  Maintain an appropriate system of internal
controls, encourage continuous improvement, proactively identify possible
weaknesses and take prompt action to correct such weaknesses. Respond
completely and honestly to financial self-assessments (FSA).  Act in accordance with Group Financial
Policies.  The CEO, CFO, Director of Financial Control, Director
of Tax and Treasury and all finance function employees are expected to abide by
the Finance Code as well as all other applicable UB business conduct standards
and policies or guidelines. It is the policy of UB for the CEO, CFO, all
Finance Directors and all Financial Controllers to acknowledge and certify
adherence to the Finance Code annually. Confirmation of such certification is
made to the Audit Committee and a copy retained by the Director of Financial
Control.  Violations of the Finance Code, including failure to
report potential violations by others, may result in disciplinary action
including termination of employment. If you are aware of any suspected or known
violations of this Finance Code or other UB policies or guidelines, you have a
duty to promptly report such concerns to your line manager, the Director of
Financial Control, the Director of Tax and Treasury or Head of Internal Audit.  The procedures to be followed in relation to such a
report are detailed in the UB Finance Whistleblowing Reporting Procedure and
Guidelines (available on the Group Financial Policy Database). All reports
are dealt with discreetly, promptly and confidentially.  It is against UB policy to discharge, harass or otherwise discriminate
against employees who report evidence of fraud or other violations in good
faith.  It is UBs intention that this Finance Code be its
written code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002
complying with the standards set forth in Securities and Exchange Commission
Regulation S-K Item 406.