<PAGE>
                                                                    EXHIBIT 10.7

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the action you should take, you are recommended immediately to
seek your own personal financial advice from a financial adviser authorised
under the FinanciaI Services and Markets Act 2000 if you are in the United
Kingdom or, if not, from another appropriately authorised financial adviser.

This Form of Acceptance should be read in conjunction with the accompanying
offer document (the "OFFER DOCUMENT"). Unless the context requires otherwise,
the definitions contained in the Offer Document also apply in this Fom of
Acceptance.

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


                               FORM OF ACCEPTANCE

                                 RELATING TO THE

                                   CASH OFFER

                                       BY

                          AXA INVESTMENT MANAGERS S.A.

                       FOR THE ENTIRE ISSUED SHARE CAPITAL

                                       OF

                           FRAMLINGTON GROUP LIMITED


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



By signing this Form of Acceptance, you hereby irrevocably undertake that you
will in person or by proxy cast all votes attaching to the number of Shares set
out in Box 1, or otherwise procure that all such votes shall be cast, at the
extraordinary general meeting of Framlington Group Limited, details of which are
set out in the Offer Document (the "EGM") (and at any adjournment thereof) (i)
against any resolution or proposal to adjourn the EGM, to amend any of the
resolutions proposed at the EGM, or which may impede or prevent the
passing of those resolutions and (ii) in favour of each of such resolutions.

By signing this Form of Acceptance, you also hereby irrevocably undertake,
confirm and agree that the process for the agreement or determination of the Net
Asset Adjustment described in the Offer Document is final and binding upon you
and that you have no right to challenge, intervene in or give representations to
any person in connection with, the agreement or determination of the Net Asset
Value Adjustment.



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                                        2

ACTION TO BE TAKEN

-        TO ACCEPT THE OFFER, PLEASE COMPLETE THIS FORM OF ACCEPTANCE BY
         FOLLOWING THE INSTRUCTIONS SET OUT BELOW AND THE NOTES FOR GUIDANCE
         AT THE END OF THIS FORM OF ACCEPTANCE. THE FULL TERMS AND CONDITIONS OF
         THE OFFER ARE SET OUT IN THE OFFER DOCUMENT.

-        YOU SHOULD THEN RETURN THIS FORM OF ACCEPTANCE, DULY COMPLETED AND
         SIGNED AND ACCOMPANIED BY YOUR SHARE CERTIFICATE BY POST OR BY HAND
         (DURING NORMAL BUSINESS HOURS) TO THE COMPANY SECRETARY, FRAMLINGTON,
         155 BISHOPSGATE, LONDON, EC2M 3XJ SO AS TO BE RECEIVED AS SOON AS
         POSSIBLE.

-        IF YOUR SHARE CERTIFICATE(S) ARE WITH YOUR BANK, STOCKBROKER OR OTHER
         AGENT, YOU SHOULD COMPLETE AND SIGN THIS FORM OF ACCEPTANCE AND ARRANGE
         FOR IT TO BE LODGED BY SUCH AGENT, TOGETHER WITH THE RELEVANT
         DOCUMENTS.

-        IF YOU HAVE ANY QUESTIONS AS TO HOW TO COMPLETE OR RETURN THIS FORM OF
         ACCEPTANCE OR TO OBTAIN A FURTHER FORM OF ACCEPTANCE, PLEASE CONTACT
         ELEANOR CRANMER ON TELEPHONE NUMBER 020-7330-6680.

PLEASE FOLLOW THESE INSTRUCTIONS WHEN COMPLETING PAGE 3

1.       NUMBER OF SHARES
         ----------------

         To accept the Offer, insert in Box 1 the total number of Shares for
         which you wish to accept the Offer. If no number of, or a number
         greater than your registered holding of, Shares is inserted in Box 1
         and you have signed Box 2, you will be deemed to have accepted the
         Offer in respect of your entire registered holding of Shares.


         You must, in any event, also duly complete Box 2 in accordance with the
         instructions, which will constitute your acceptance of the Offer, and
         complete Box 3.

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

2.       SIGNATURES
         ----------

         TO ACCEPT THE OFFER, YOU MUST SIGN BOX 2 REGARDLESS OF WHICH OTHER
         BOX(ES) YOU COMPLETE.


         In the case of a shareholder which is a company, two directors or one
         director and the company secretary must sign Box 2. If the Form of
         Acceptance is signed under power of attorney, the power of attorney and
         share certificate should accompany this Form of Acceptance.

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3.       FULL NAME AND ADDRESS
         ---------------------

         Complete Box 3 with the full name and registered address of the
         registered holder.

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4.       BANK ACCOUNT DETAILS
         --------------------

         If you wish to receive your consideration by electronic transfer to a
         bank account, complete Box 4 with the relevant bank account details.




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                                       3

PLEASE COMPLETE THIS PAGE AS EXPLAINED ON PAGES 2 AND 4. PLEASE USE BLOCK
CAPITALS


         Complete Boxes 1 and 3 and sign Box 2 below. If you wish to receive
         your consideration by electronic transfer to a bank account, please
         also complete Box 4.


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

1.       NUMBER OF SHARES


         Number of Shares for which you are accepting the Offer: 63,431,051
                                                                ...............


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

2.       SIGN HERE TO ACCEPT THE OFFER

         Executed as a deed on behalf of the Company named below:

                                FRAMLINGTON HOLDINGS LIMITED
                               .................................................

         Acting by:

         Name: D. H. Burnett                     Signature: /s/ David H. Burnett
              ......................                       .....................
                                                           (Director)


         Name: E. Cranmer                        Signature: /s/ Eleanor Cranmer
              ......................                       .....................
                                                           (Secretary)

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 3.    FULL NAME(S) AND REGISTERED ADDRESS OF HOLDER

         NAME FRAMLINGTON HOLDINGS LIMITED
             ..........................................................


         Registered Address 115 BISHOPSGATE, LONDON, ECRM 3XJ
                           ....................................


         .......................................................................
         Contact and daytime telephone number in case of any query:


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

 4.      BANK ACCOUNT DETAILS

         Bank:
                              ..................................................

         Address of Bank:
                              ..................................................


         Name of Account:
                              ..................................................


         Sort Code:
                              ..................................................


         Account Number:
                              ..................................................



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          ADDITIONAL INFORMATION REGARDING THE COMPLETION OF THIS FORM


In order to avoid inconvenience to yourself and/or delay, the following points
may assist you


(A)      WHERE A POWER OF ATTORNEY HAS BEEN GRANTED: If the registered holder
         has executed a power of attorney, have this Form of Acceptance signed
         by the attorney in the presence of a witness. The power of attorney (or
         a duly certified copy thereof, as provided in the Powers of Attorney
         Act 1971) must be lodged with this Form of Acceptance.

(B)      IF YOU DO NOT HOLD YOUR SHARE CERTIFICATE(s): If your share
         certificate(s) is/are with your stockbroker, bank or other agent, you
         should complete this Form of Acceptance and if the certificate(s)
         is/are readily available arrange for it/them to be returned by such
         person. If the certificate(s) is/are not readily obtainable, you should
         return this Form of Acceptance together with a note saying e.g.
         "certificates to follow", and arrange for the certificate(s) to be
         forwarded as soon as possible thereafter.

(C)      IF YOUR SHARE CERTIFICATE(s) HAS/HAVE BEEN LOST: Complete and return
         this Form of Acceptance, together with a letter of explanation and any
         certificate(s) available. At the same time, you should write to
         Framlington Group Limited's Company Secretary for a letter of indemnity
         which should be completed in accordance with the instructions given.
         When completed, the letter of indemnity should be lodged with the
         Company Secretary of Framlington. Indemnities will only be accepted at
         the discretion of the Offeror.

(D)      IF YOUR NAME OR OTHER PARTICULARS ARE SHOWN INCORRECTLY ON THE SHARE
         CERTIFICATE(s) E.G.


         (i)    INCORRECT NAME

                e.g. Name on the certificate.........................John Smythe


                Correct name..........................................John Smith


                  Complete and lodge this Form of Acceptance with the correct
                  name and accompanied by a letter from your bank, stockbroker
                  or solicitor confirming that the person described on the
                  certificate and the person who has signed this Form of
                  Acceptance are one and the same;


         (ii)   INCORRECT ADDRESS - write the correct address in Box 3 of this
                Form of Acceptance;


         (iii)  CHANGE OF NAME - lodge your marriage certificate or the deed
                poll with this Form of Acceptance for noting.

PLEASE CONTACT ELEANOR CRANMER ON TELEPHONE NUMBER 020-7330-6680 IF YOU HAVE ANY
QUESTIONS AS TO HOW TO COMPLETE OR RETURN THIS FORM.