EXHIBIT 2.1

                       FORM OF AMERICAN DEPOSITARY RECEIPT
                           AMERICAN DEPOSITARY SHARES
                            (Each American Depositary
                      Share represents one deposited Share)
                              BANKERS TRUST COMPANY
                           AMERICAN DEPOSITARY RECEIPT
                 REPRESENTING ORDINARY SHARES, NOMINAL VALUE 1p,
                                  PER SHARE, OF
                                TPN HOLDINGS PLC
               (INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES)

Bankers Trust Company as depositary (hereinafter called the "Depositary"),
hereby certifies that ___________________, or registered assigns IS THE HOLDER
OF _____________________

                           AMERICAN DEPOSITARY SHARES

representing Ordinary Shares, nominal value 1p per share (herein called
"Share(s)") of TOWN PAGES HOLDINGS PLC, a corporation incorporated under the
laws of England and Wales (herein called the "Company"). At the date hereof,
each American Depositary Share represents one (1) Share deposited or subject to
deposit under the Deposit Agreement.

          THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS LOCATED AT
                      4 ALBANY STREET, NEW YORK, N.Y. 10006

      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 April 29, 1999 (such Deposit Agreement as
amended from time to time, the "Deposit Agreement"), by and among the Company,
the Depositary, and all Holders and Beneficial Owners from time to time of
Receipts representing American Depositary Share(s) (herein called "ADS(s)")
issued thereunder, each of whom by accepting a Receipt agrees to become a party
thereto and become bound by all the terms and conditions thereof. The Deposit
Agreement sets forth the rights of Holders 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 as hereinafter defined.

      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.


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      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 this Receipt
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 the Deposit Agreement and the Memorandum of Association
and the Articles of Association of the Company, and upon payment of related fees
and charges of the Depositary as described in Paragraph 7, the Holder hereof is
entitled to delivery, to him or upon his order, at the principal office of the
Custodian of the amount of Deposited Securities at the time represented by the
American Depositary Shares evidenced by this Receipt. Delivery of such Deposited
Securities may be made by (a)(i) the delivery of certificates in the name of
such Holder or as ordered by him or certificates properly endorsed or
accompanied by proper instruments of transfer to such Holder or as ordered by
him or (ii) book-entry transfer (if available) of Shares represented by the
American Depositary Shares evidenced by such Receipt to an account in the name
of such Holder or as ordered by him, and (b) delivery of any other securities,
property and cash to which such Holder is then entitled in respect of such
Receipts to such Holder 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 properly executed instruments
of transfer in blank, and if the Depositary so requires, the Holder 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 principal
office of such Custodian, subject to the terms of the 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 other cash
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.

      The Depositary shall not accept for surrender a Receipt evidencing
American Depositary Shares representing less than one Share. In the case of
surrender of a Receipt evidencing a number of American Depositary Shares
representing other than a whole number of Shares, the Depositary shall cause
ownership of the appropriate whole number of Shares to be delivered in
accordance with the terms hereof, and shall issue and deliver to the person
surrendering such Receipt a new Receipt evidencing American Depositary Shares
representing any remaining fractional Share.

      At the request, risk and expense of any Holder so surrendering a Receipt,
and for the account of such Holder, 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


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Depositary. Such direction shall be given by letter or, at the request, risk and
expense of such Holder, by cable, telex or facsimile transmission. No surrender
of Receipts for the purpose of withdrawal of Deposited Securities shall be
accepted unless accompanied by evidence satisfactory to the Depositary that all
necessary filings have been made and approvals have been obtained (or in each
case, have been properly waived) under the laws of England and Wales.

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

      Subject to the terms and conditions of the Deposit Agreement, the transfer
of this Receipt is registrable on the books of the Depositary at its Corporate
Trust Office by the Holder hereof in person or by a duly authorized attorney,
upon surrender of this Receipt duly stamped (as may be required by law),
properly endorsed for transfer or accompanied by proper instruments of transfer
and funds sufficient to pay any applicable taxes or other governmental charges,
and the fees and expenses of the Depositary related to such registration of
transfer as set forth in Paragraph 7 hereof and duly stamped as may be required
by applicable law, and upon compliance with such regulations, if any, as the
Depositary may establish for such purpose. Upon satisfaction of the conditions
described above, the Depositary shall execute a new Receipt or Receipts and
deliver the same to or upon the order of the person entitled thereto. This
Receipt may, upon the terms and conditions of the Deposit Agreement, be split
into other Receipts, or may be combined with other Receipts into one Receipt,
evidencing the same aggregate number of American Depositary Shares as the
Receipt or Receipts surrendered. 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 presenter of the Receipt a sum sufficient to reimburse it for any tax
(including, without limitation, amounts in respect of any applicable transfer
taxes) 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 this Receipt, may require the production of proof satisfactory to it
as to the identity and genuineness of any signature and may also require proof
of compliance with any applicable notice, consent or other requirements relating
to the acquisition of securities of companies incorporated in England and Wales
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 Paragraph 3.

      The delivery of Receipts against the deposit of Shares generally or
against the deposit 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 or the combination or split-ups of 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 in their reasonable discretion at any time or from
time to time because of any requirement of law or of any government or
quasi-governmental body or commission or any securities exchange or automated
quotation system on which the American Depositary Shares may be listed, 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 be suspended,
only as permitted in General Instruction I.A.


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(1) to Form F-6 (as such instruction may be amended from time to time) in
connection with (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 required
to be registered under the provisions of the Securities Act, unless a
registration statement is in effect as to such Shares.

      4.    LIABILITY OF HOLDER OR BENEFICIAL OWNER FOR TAXES.

      If any tax (including, without limitation, any transfer taxes) or other
governmental charge shall become payable with respect to this Receipt or any
Deposited Securities represented hereby, such tax or other governmental charge
shall be payable by the Holder or Beneficial Owner hereof to the Depositary. The
Depositary may refuse to effect any transfer (or any combination or split-up) of
this Receipt or, subject to Paragraph 23 hereof, 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 Holder and 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 Holder or Beneficial Owner hereof shall remain
liable for any deficiency.

      The Holder and Beneficial Owner (if any) hereof agrees to indemnify the
Depositary, the Company, the Custodian, and any of their agents, officers,
employees and Affiliates for, and to hold each of them harmless from, any claims
with respect to taxes (including applicable interest and penalties thereon)
arising from any tax benefit obtained for such Holder and/or Beneficial Owner.

      5.    REPRESENTATIONS AND 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 duly authorized, validly issued, fully paid, non-assessable, legally
obtained by such person and free of any preemptive 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 and
the Receipts evidencing American Depositary Shares representing such Shares are
(a) not Restricted Securities (as defined in the Deposit Agreement) and (b) not
subject to any unfulfilled requirements of the laws of England and Wales. Such
representations and warranties shall survive the deposit of Shares and issuance
of Receipts. If any such representations or warranties are false in any way, the
Company and the Depositary shall be authorized, at the cost and expense of the
person depositing the Shares, and in their sole and absolute discretion, to take
any and all actions necessary to correct the consequences thereof.


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      6.    FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

      Any person presenting Shares for deposit or any Holder or Beneficial Owner
of a Receipt may be required from time to time (i) to file with the Depositary
or the Custodian such proof of citizenship or residence, exchange control
approval, payment of applicable taxes or other governmental charges, legal or
beneficial ownership of Receipts, Deposited Securities or other securities,
compliance with all applicable laws or regulations or terms of the Deposit
Agreement or the Receipts, or such information relating to the registration on
the books of the Company or the Foreign Registrar, if applicable, or any other
information the Custodian, the Depositary, or the Company may deem necessary or
appropriate as evidence of compliance with all applicable laws and regulations,
and (ii) to execute such certificates and to make such representations and
warranties, as the Depositary may deem necessary or appropriate. Any such person
shall be required to comply with requests by the Company for information as to
the capacity in which such person owns Receipts and Shares, the identity of any
other person interested in any such Receipt or Share, and the nature of such
interest. The Depositary may withhold the delivery or registration of transfer
of any Receipt or the distribution of any dividend or distribution of rights or
of the sale proceeds thereof or, subject to the terms of Paragraph 23 hereof,
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 to the Depositary's reasonable satisfaction.

      7.    CHARGES OF DEPOSITARY.

      The Company agrees to pay or reimburse the fees, reasonable expenses and
out-of-pocket charges of the Depositary and those of any Registrar in accordance
only with agreements in writing entered into between the Depositary and the
Company from time to time. The right of the Depositary to receive payments
and/or reimbursements under this Paragraph 7 shall survive the termination of
the Deposit Agreement.

      The following charges shall be incurred by the Holders and Beneficial
Owners, 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 Paragraph 12 hereof and to the terms
of the Deposit Agreement), whichever is applicable: (1) taxes (including,
without limitation, any amounts in respect of any applicable stamp tax and other
governmental charges), (2) such transfer or registration fees as may from time
to time be in effect for the registration of transfers of Shares generally on
the 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 the
Deposit Agreement, (4) such expenses as are incurred by the Depositary in the
conversion of foreign currency pursuant to Paragraph 14 hereof and to the terms
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 Paragraph 14 hereof and to the terms of the Deposit Agreement and the
surrender of Receipts pursuant to Paragraphs 2, 12 and 21 hereof and the terms
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 (other than as a cash dividend), (7) a fee of $1.50 per


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certificate for a Receipt or Receipts for transfers made pursuant to Paragraph 3
and (8) a fee for the distribution of securities pursuant to Paragraph 7 hereof
and to the terms 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 (8) treating all such securities as if
they were Shares) but which securities are instead distributed by the Depositary
to Holders.

      8.    PRE-RELEASE OF RECEIPTS.

      The Depositary may issue Receipts against evidence as to the right to
receive shares from the Company. No such issuance of Receipts shall be deemed a
Pre-Release (as defined below). Notwithstanding anything to the contrary in this
Receipt or in the Deposit Agreement but subject to the terms and conditions
thereof, the Depositary may execute and deliver Receipts prior to the receipt of
Shares (a "Pre-Release"). The Depositary may 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, that such person, or its
customer, owns the Shares or Receipts to be remitted, as the case may be, (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 American
Depositary Shares which 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 reasonably deems appropriate, and may change
such limit for purposes of general application. 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 reasonably deems appropriate. For purposes of enabling the Depositary
to fulfill its obligations to the Holders 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 hereunder).

      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 Holder 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 transferable by delivery with the same effect
as in the case of a negotiable instrument under the laws of the State of New
York (subject to satisfying the requirements of the Deposit Agreement);
provided, however, that the Depositary, notwithstanding any notice to the
contrary, may treat the Holder hereof as the


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absolute Holder 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 and for all other purposes. Neither the Depositary nor
the Company shall have obligation under the terms hereof or of the Deposit
Agreement to any Beneficial Owner or Holder of any Receipt issued pursuant to
the Deposit Agreement unless such person is registered as the Holder thereof.

      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; provided, however, that if a
Registrar for the Receipts shall have been appointed this Receipt shall be
countersigned by the manual signature of a duly authorized officer of the
Registrar. Such signature of this Receipt by manual signature shall be
conclusive evidence, and the only evidence, that this Receipt has been duly
executed and delivered under the terms hereof, and of the Deposit Agreement.

      11.   REPORTS; INSPECTION OF TRANSFER BOOKS.

      The Company is subject to the reporting requirements of the Securities
Exchange Act applicable to foreign private issuers and, in accordance therewith
files reports and other information with the Commission. Such information may be
inspected at public reference facilities maintained by the Commission located at
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at the
Commission's New York City office located at Seven World Trade Center, 13th
Floor, New York, New York 10048.

      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 Holders in the interest of a business or
object other than the business of the Company or a matter related to this
Deposit Agreement or the Receipts.

      12.   DIVIDENDS AND DISTRIBUTIONS.

      Whenever the Depositary shall receive any cash dividend or other cash
distribution on any Deposited Securities, the Depositary shall establish an ADS
Record Date pursuant to Paragraph 15 hereof and shall, subject to this Paragraph
12, convert such dividend or distribution into Dollars (if not paid in Dollars),
as promptly as practicable, and shall distribute the amount thus received (net
of the fees and expenses of the Depositary as provided in Paragraph 7 hereof and
any taxes or other governmental charges paid in conjunction with such
conversion), as promptly as practicable, to the Holders as of the ADS Record
Date (as herein defined), 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, the amount distributed to the
Holder 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 Holder a fraction of one cent. Any such fractional amounts


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shall be rounded to the nearest whole cent and so distributed to Holders
entitled thereto, and any balance not so distributable shall be retained by the
Depositary (without liability for interest thereon) for inclusion with funds
received by the Depositary thereafter in respect of the Deposited Securities for
distribution to Holders of Receipts then outstanding. The Depositary or the
Company or their respective agents may (but shall not be obligated to) file any
reports necessary to obtain benefits under the applicable tax treaties for the
Holders of Receipts.

      Subject to the terms of the Deposit Agreement, whenever the Depositary
shall receive any distribution other than a distribution in cash, Shares or
Rights under the terms of the Deposit Agreement the Depositary shall establish
an ADS Record Date pursuant to the terms of Paragraph 15 hereof, and shall cause
the securities or property received by it to be distributed as promptly as
practicable to the Holders as of the ADS Record Date, 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 Holders 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 must be registered under the
Securities Act in order to be distributed to Holders) the Depositary deems such
distribution not to be practicable, 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 proceeds of
any such sale (net of the fees and expenses of the Depositary as provided in
Paragraph 7 hereof and any taxes or other governmental charges paid in
conjunction with such sale or distribution) shall be distributed by the
Depositary to the Holders entitled thereto, all in the manner described above in
this Paragraph 12.

      If any distribution upon any Deposited Securities consists of a dividend
in, or free distribution of, Shares, the Depositary shall establish an ADS
Record Date pursuant to the terms of Paragraph 15 hereof, and may, and will if
the Company so requests, distribute as promptly as practicable to the Holders of
outstanding Receipts as of the ADS Record Date, in proportion to the number of
American Depositary Shares 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 and of this Receipt 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 this Paragraph 12 and the payment of the fees
and expenses of the Depositary as provided in Paragraph 7 hereof. 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
registration under the Securities Act or is exempt from registration under the
provisions of the Securities Act. In lieu of delivering Receipts for fractional
American Depositary Shares the Depositary shall, to the extent practicable, sell
the amount of Shares represented by the aggregate of such fractions, at public
or private sale, at such place or places and upon such terms as it may deem
proper, and distribute the net proceeds of any such sale as if such proceeds
were a cash distribution. If additional Receipts are not so distributed (except
as pursuant to the preceding sentence), each American Depositary Share shall


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thenceforth also represent its proportionate interest in the additional Shares
so distributed upon such Deposited Securities.

      13.   RIGHTS.

      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, upon receipt of
timely notice thereof and after consultation with the Company, have discretion
as to the procedure to be followed in making such rights available to any
Holders or in disposing of such rights on behalf of any Holders and making the
net proceeds available to such Holders or, if by the terms of such rights
offering or for any other reason, the Depositary may not either make such rights
available to any Holders or dispose of such rights and make the net proceeds
available to such Holders, then the Depositary shall allow the rights to lapse.
If at the time of the offering of any rights the Depositary determines in its
reasonable discretion that it is lawful and practicable to make such rights
available to all or certain Holders but not to other Holders, the Depositary may
distribute to any Holder to whom it determines the distribution to be lawful and
practicable, in proportion to the number of American Depositary Shares held by
such Holder, warrants or other instruments therefor in such form as it deems
appropriate.

      In circumstances in which rights would otherwise not be distributed, if a
Holder of Receipts requests the distribution of warrants or other instruments in
order to exercise the rights allocable to the Shares evidenced by the American
Depositary Shares held by such Holder hereunder, the Depositary will make such
rights available to such Holder upon written notice from the Company to the
Depositary that the Company has elected in its sole discretion to permit such
rights to be exercised.

      If the Depositary has distributed warrants or other instruments for rights
to all or certain Holders, then upon instruction from any such Holder pursuant
to such warrants or other instruments to the Depositary to exercise such rights,
upon payment by such Holder to the Depositary for the account of such Holder 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 Holder, 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 Holder. As agent for such
Holder, the Depositary will cause the Shares so purchased to be deposited
pursuant to the terms of the Deposit Agreement, and shall, pursuant to the
Deposit Agreement, execute and deliver Receipts to such Holder.

      If the Depositary determines in its reasonable discretion that it is not
lawful and feasible to make such rights available to all or certain Holders, it
may sell the rights, warrants or other instruments in proportion to the number
of American Depositary Shares held by the Holders to whom it has determined it
may not lawfully or feasibly make such rights available, and allocate the
proceeds of such sales (net of the fees and expenses of the Depositary as
provided in Paragraph 7 hereof and all taxes and governmental charges payable in
connection with such rights and subject to the terms and conditions of the
Deposit Agreement) for the account of such Holders otherwise entitled to such
rights, warrants or other instruments, upon an averaged or


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other practicable basis without regard to any distinctions among such Holders
because of exchange restrictions or the date of delivery of any Receipt or
otherwise. Any such proceeds shall be distributed in accordance with as would a
cash distribution under Paragraph 12 hereof.

      The Depositary will not distribute rights to Holders unless both the
rights and the securities to which such rights relate are either exempt from
registration under the Securities Act of 1933 with respect to a distribution to
all Holders or are registered under the provisions of such Act; provided, that
nothing in this Receipt or in the Deposit Agreement shall create, or be
construed to create, any obligation on the part of the Company or the Depositary
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 a Holder 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 acceptable to it from recognized counsel in the United
States for the Company upon which the Depositary may rely that such distribution
to such Holder is exempt from such registration.

      Subject to Paragraph 18 hereof, the Depositary shall not be responsible
for any good faith failure to determine that it may be lawful or feasible to
make such rights available to Holders in general or any Holder in particular.

      There can be no assurance that Holders generally, or any Holder in
particular, will be given the opportunity to exercise rights on the same terms
and conditions as the holders of Shares or to exercise such rights.

      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 practicable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary shall, as promptly as practicable, convert or
cause to be converted, by sale or in any other manner that it may determine,
such foreign currency into Dollars and such Dollars (net of any fees, expenses,
taxes or other governmental charges incurred in the process of such conversion)
shall be distributed, as promptly as practicable, to the Holders 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 and/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 Holders on account of
exchange restrictions, the date of delivery of any Receipt or otherwise.

      If such conversion or distribution can be effected only with the approval
or license of any government or agency thereof, the Depositary shall file as
promptly as practicable such application for approval or license, if any, as it
may deem necessary. Nothing herein shall obligate the Depositary to file or
cause to be filed, or to seek effectiveness of any such application or license.


                                       10


<PAGE>


      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 practicable 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 opinion of the Depositary is
not readily obtainable, or if any such approval or license is not obtained
within a reasonable period as determined by the Depositary, the Depositary may
in its discretion, but subject to applicable laws and regulations, either (i)
distribute the foreign currency (or an appropriate document evidencing the right
to receive such foreign currency) received by the Depositary to the Holders
entitled to receive such foreign currency, or (ii) hold such foreign currency
uninvested and without liability for interest thereon for the respective
accounts of the Holders 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 Holders entitled thereto, the
Depositary may in its discretion, but subject to applicable laws and
regulations, either (i) make such conversion and distribution in Dollars to the
extent permissible to the Holders entitled thereto and (ii) distribute the
balance of the foreign currency received by the Depositary to, or hold such
balance uninvested and without liability for interest thereon for the respective
accounts of, the Holders 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 (the "ADS Record Date") as close as practicable to the
record date fixed by the Company with respect to the Shares (a) for the
determination of the Holders 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) to act in respect of any other matter or (b) on or after which each
American Depositary Share will represent the changed number of Shares. Subject
to Paragraph 12 hereof and to the provisions of the Deposit Agreement, the
Holders at close of business in New York on such ADS 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 and to give voting instructions and
to act in respect of any other such matter.

      16.   VOTING OF DEPOSITED SECURITIES.

      Upon receipt of timely notice of any meeting of holders of Shares or
solicitation of consents or proxies of holders of Shares or other Deposited
Securities, the Depositary shall establish an ADS Record Date pursuant to
Paragraph 15 hereof and shall, as soon as practicable thereafter and if
requested in writing by the Company, mail to the Holders of Receipts a notice in
English, 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 (or solicitation of consent


                                       11


<PAGE>


or proxy) received by the Depositary from the Company, (b) a statement that the
Holders of Receipts as of the ADS Record Date will be entitled, subject to any
applicable provision of the laws of England and Wales, the terms of the Deposit
Agreement and of the Memorandum of Association and the Articles of Association
of the Company, to instruct the Depositary as to the exercise of the voting
rights (or right to consent to or to grant a proxy), 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 a Holder of a Receipt as
of such ADS Record Date, received on or before the date established by the
Depositary for such purpose, the Depositary shall endeavor, insofar 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(s) in accordance with the instructions set forth in such request.
Neither the Depositary nor the Custodian shall, under any circumstances,
exercise any discretion as to voting, vote any Shares other than an integral
number thereof, or vote Shares in a manner that would be inconsistent with
applicable law. Instructions in respect of any ADS shall be deemed to have been
received only if received in accordance with the terms of the Deposit Agreement
and of this Receipt. The Company agrees to provide timely notice to the
Depositary which will enable the timely notification of Holders as to
limitations on the ability of the Depositary to vote a particular ADS according
to the voting instructions received in regard to such ADS.

      17.   CHANGES AFFECTING DEPOSITED SECURITIES.

      In circumstances other than a distribution in Shares, 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, to the extent permitted by applicable laws, be
treated as new Deposited Securities under the Deposit Agreement, and American
Depositary Shares shall (to the extent permitted by law) 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, but shall not without first receiving from counsel of Company an
opinion, which shall be satisfactory to the Depositary, that such delivery would
not violate any applicable law or regulation, 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.

      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
Holder or Beneficial Owner of any Receipt, if by reason of any provision of any
present or future law or regulation of the United States or any state thereof,
England and Wales including, without limitation, any provision of the Companies
Act of England and Wales or of the Commercial Code of England and Wales, or any
other country, or of any governmental or regulatory authority, stock exchange or
automated quotation system, or by reason of any provision, present or future, of
the Articles of Association of the


                                       12


<PAGE>


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 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 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 Holder or Beneficial Owner of any Receipt by reason of any
nonperformance 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. Neither the Depositary nor the
Company shall incur any liability in the case that any or all holders of
Deposited Securities benefit from any distribution, offering, right or other
benefit which is not, under the terms of the Deposit Agreement, made available
to any or all Holder(s) or Beneficial Owners of American Depositary Shares
issued hereunder. Where, by the terms of a distribution pursuant to the terms of
the Deposit Agreement, or an offering or distribution pursuant to the terms of
the Deposit Agreement, or for any other reason, such distribution or offering
may not be made available to Holders, and the Depositary may not dispose of such
distribution or offering on behalf of such Holders and make the net proceeds
available to such Holders, then the Depositary shall not make such distribution
or offering, and shall allow any rights, if applicable, to lapse.

      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 Holder or
Beneficial Owner of a Receipt, 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 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
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, but excluding any form of tax, fee, or other governmental
charge upon any stock transfer or registration owed by any party other than the
Company which shall be reimbursed only as provided in the penultimate sentence
of this paragraph) which may arise out of any registration with the Commission
of Receipts, American Depositary Shares or Deposited Securities or the offer or
sale thereof in the United States or out of acts performed or omitted, in
accordance with the provisions of the 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.


                                       13


<PAGE>


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

      The Depositary may at any time resign as Depositary hereunder by at least
thirty days' advance written notice of its election so to do delivered to the
Company, such resignation to take effect upon the earlier of (i) the appointment
of a successor depositary and its acceptance of such appointment as hereinafter
provided, or (ii) upon expiration of a 90 day period (commencing on the date
that the resigning Depositary notifies the Company of its intent to resign)
during which time period a successor depositary is not appointed as contemplated
in (i) of this Paragraph.

      The Depositary may at any time be removed by the Company by at least
thirty days' advance written notice of such removal, effective upon the
appointment of a successor depositary and its acceptance of such appointment as
hereinafter provided.

      In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall use its best 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, except as
contemplated in Paragraph 7 hereof and in the Deposit Agreement, 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
Holders of all outstanding Receipts. Any such successor depositary shall
promptly mail notice of its appointment to the Holders.

      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.

      The Depositary may from time to time appoint one or more entities as
Custodian. 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 such resignation there
shall be no Custodian acting hereunder, the Depositary shall, promptly after
receiving such notice, appoint a substitute custodian or custodians. Whenever
the Depositary in its discretion determines that it is in the best interest of
the Holders 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, and any rewards pertaining
thereto, 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.


                                       14


<PAGE>


      20.   AMENDMENT.

      This Receipt 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 in any respect which they may deem necessary or desirable without the
consent of the Holder or Beneficial Owner hereof. 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 the Holder hereof shall, however, not become
effective as to this Receipt until the expiration of thirty days after notice of
such amendment shall have been given to the Holder hereof. The Holder and
Beneficial Owner hereof agree that any amendments or supplements which (i) are
reasonably necessary (as agreed by the Company and the Depositary) in order for
(a) the American Depositary Shares to be registered on Form F-6 under the
Securities Act or (b) the American Depositary Shares or Shares to be traded
solely in electronic book-entry form and (ii) do not in either such case impose
or increase any fees or charges to be borne by Holders, shall be deemed not to
materially prejudice any substantial rights of Holders or Beneficial Owners.
Every Holder and Beneficial Owner, at the time any amendment so becomes
effective, shall be deemed, by continuing to hold this Receipt and the ADSs
represented thereby, to consent and agree to such amendment and to be bound by
this Receipt and by the Deposit Agreement as amended thereby. In no event shall
any amendment impair the right of the Holder or Beneficial Owner of this Receipt
to surrender this Receipt and receive therefor the Deposited Securities
represented thereby, except in order to comply with mandatory provisions of
applicable law. Notwithstanding the foregoing, if any governmental body should
adopt new laws, rules or regulations which would require the amendment or
supplement of this Receipt or of the Deposit Agreement to ensure compliance
therewith, the Company and the Depositary may amend or supplement this Receipt
and the Deposit Agreement at any time in accordance with such changed laws,
rules or regulations. Such amendment or supplement hereof or of the Deposit
Agreement in such circumstances may become effective before a notice of such
amendment or supplement is given to Holders or within any other period of time
as required for compliance with such laws, rules or regulations.

      21.   TERMINATION OF DEPOSIT AGREEMENT.

      The Depositary shall, at any time at the direction of the Company,
terminate the Deposit Agreement by mailing notice of such termination to the
Holders 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 such termination to the Company and
the Holders of all Receipts then outstanding, if at any time 90 days shall have
expired after the Depositary shall have delivered to the Company a written
notice of its election to resign and a successor depositary shall not have been
appointed and accepted its appointment as provided in Paragraph 19. On and after
the date of termination, the Holder of a Receipt will, upon (a) surrender of
such Receipt at the Corporate Trust Office of the Depositary, 15 (b)
payment of the fee of the Depositary for the surrender of Receipts referred to
in Paragraph 2, 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,


                                       15


<PAGE>


shall suspend the distribution of dividends to the Holders thereof, and shall
not give any further notices or perform any further acts under the terms of 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 Holder 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 hereunder 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 Holders of Receipts which have not theretofore been surrendered,
such Holders 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
Holder 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 certain obligations to the
Depositary described therein.

      22.   DISCLOSURE OF INTERESTS; OWNERSHIP RESTRICTIONS.

      Notwithstanding any other provision of the Deposit Agreement or of this
Receipt, the Memorandum of Association and the Articles of Association of the
Company or applicable law in England and Wales, each Holder and Beneficial Owner
agrees to (a) provide such information as the Company may request pursuant to
the laws in England and Wales (including, without limitation, the Companies Act
of 1985 and the Commercial Code and England and Wales), any applicable law of
the United States, the Articles of Association of the Company, any resolutions
of the Company's Board of Directors adopted pursuant to such Articles of
Association, the requirements of any markets or exchanges upon which the ADSs or
Receipts are listed or traded, or to any requirements of any electronic
book-entry system by which the ADSs or Receipts may be transferred, and (b) be
bound by and subject to applicable provisions of the laws of England and Wales,
the Articles of Association of the Company and the requirements of any markets
or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or
pursuant to any requirements of any electronic book-entry system by which the
ADSs, Receipts or Shares may be transferred, to the same extent as if such
Holder and Beneficial Owner held Shares directly.

      Failure by a Holder or Beneficial Owner to provide in a timely fashion the
information requested by the Company may, in the Company's sole discretion,
result in the withholding of certain rights in respect of such Holder or
Beneficial Owner's American Depositary Shares (including voting rights and
certain rights as to dividends in respect of the Shares represented by such
American Depositary Shares). The Depositary agrees to comply with any
instructions received from the Company requesting that the Depositary take the
actions specified therein to obtain such information.


                                       16


<PAGE>


      In the event that the Company determines that there has been a failure to
comply with the applicable reporting requirements with respect to any Deposited
Securities and that sanctions are to be imposed against such Deposited
Securities pursuant to the laws of England and Wales by a court of competent
jurisdiction or the Memorandum of Association and the Articles of Association of
the Company, the Company shall so notify the Depositary, giving details thereof,
and shall instruct the Depositary in writing as to the application of such
sanctions to the Deposited Securities. The Depositary shall have no liability
for any actions taken in accordance with such instructions.

      23.   COMPLIANCE WITH U.S. LAWS.

      Notwithstanding anything in the Deposit Agreement or this Receipt to the
contrary, the withdrawal or deliver of Deposited Securities will not be
suspended by the Company or the Depositary except as would be permitted by
Instruction I.A. (1) of the General Instructions to Form F-6 Registration
Statement, as amended from time to time, under the Securities Act of 1933.


                                       17