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                                                                     Exhibit 3.2


                                  No. 1101386


                        THE COMPANIES ACTS 1948 TO 1989


                           COMPANY LIMITED BY SHARES


                            ARTICLES OF ASSOCIATION


                                      of


                          DANKA BUSINESS SYSTEMS PLC


                   (Adopted pursuant to a Special Resolution
                 passed on 17 December 1999 and as amended by
                 Special Resolutions passed on 9 October 2001)


                                  PRELIMINARY


         1. The regulations contained in Table A in the First Schedule to the
Companies Act 1948, in Table A in the Schedule to the Companies (Tables A to F)
Regulations 1985 and in any Table A applicable to the Company under any former
enactment relating to companies shall not apply to the Company except insofar as
they are repeated or contained in these Articles.

         2. In these Articles, unless the context otherwise requires:

               "these Articles" means these Articles of Association or other the
         articles of association of the Company from time to time in force;

               "the Auditors" means the Auditors for the time being of the
         Company;

               "clear days" in relation to the period of a notice means that
         period excluding the day when notice is given or deemed to be given and
         the day for which it is given or on which it is to take effect;

               "the Combined Code" means the principles of good governance and
         code of best practice derived by the Committee on Corporate Governance
         chaired by Sir Ronald Hampel and appended to the Listing Rules of the
         London Stock Exchange;

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               "the Directors" means the Directors for the time being of the
         Company or, as the case may be, the Board of Directors for the time
         being of the Company or the Directors present at a duly convened
         meeting of the Directors or any duly authorized committee at which a
         quorum is present;

               "dividend" includes bonus;

               "electronic communication" has the same meaning as in the
         Electronic Communications Act 2000;

               "Electronic Signature" means anything in electronic form which
         the Directors require to be incorporated into, or otherwise be
         associated with, an electronic communication for the purposes of
         establishing the authenticity or integrity of the communication;

               "holder" in relation to shares means the Member whose name is
         entered in the Register as the holder of the shares;

               "month" means calendar month;

               "the Office" means the registered office for the time being of
         the Company;

               "paid up" includes credited as paid up;

               "the Register" means the Register of Members required to be kept
         by the Statutes;

               "the Seal" means the common seal of the Company;

               "Secretary" includes a deputy of assistant secretary, and any
         person appointed by the Directors to perform the duties of the
         Secretary;

               "the Statutes" means the Companies Act 1985 (as amended by the
         Companies Act 1989), the Companies Act 1989 and every statutory
         modification or re-enactment thereof for the time being in force;

               "signed" and "signature" include execution under hand or under
         seal or by any other method and, in the case of an electronic
         communication, an Electronic Signature;

               "UK Listing Authority" means the Financial Services Authority in
         its capacity as the competent authority under Part IV of the Financial
         Services Act 1986 and Part VI of the Financial Services and Markets Act
         2000;

               "Uncertificated Securities Regulations" means the Uncertificated
         Securities Regulations 1995, which term shall include, where the
         context requires or admits, any amendment or re-enactment thereof and
         the rules, facilities and requirements of the relevant system;

               "the United Kingdom" means Great Britain and Northern Ireland;

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               "in writing" and "written" include any method of representing
         words in a legible and non-transitory form, including by way of
         electronic communication where specifically provided in a particular
         Article or where permitted by the Directors in their absolute
         discretion;

               "year" means calendar year;

               Words importing the singular number only shall include the
         plural, and vice versa;

               Words importing the masculine gender only shall include the
         feminine gender;

               Words importing individuals and words importing persons shall
         include bodies corporate and unincorporated associations;

               The expressions "debenture" and "debenture holder" shall
         respectively include "debenture stock" and "debenture stockholder";

               The expressions "recognised clearing house" and "recognised
         investment exchange" shall mean any clearing house or investment
         exchange (as the case may be) granted recognition under the Financial
         Services Act 1986 or the Financial Services and Markets Act 2000.

               The expressions "in uncertificated form" and "in certificated
         form" are to be interpreted in the same manner as in the Uncertificated
         Securities Regulations and the expressions "Operator",
         "Operator-instruction", "participating security" and "relevant system"
         shall bear the meanings respectively attributed to them in the
         Uncertificated Securities Regulations.

         A Special or Extraordinary Resolution shall be effective for any
purpose for which an Ordinary Resolution is expressed to be required under any
provision of these Articles.

         Any reference herein to the provisions of any Act shall extend to and
include any amendment or re-enactment of or substitution for the same effected
by any subsequent statute.

         Subject as aforesaid, and unless the context otherwise requires, words
and expressions defined in the Statutes shall bear the same meanings in these
Articles.

         Headings are inserted for convenience only and shall not affect the
construction of these Articles.

                                     SHARES

         3. The authorized capital of the Company as at the date of the adoption
of these Articles as the Articles of Association of the Company
is(pound)6,250,000 and US$500,000 divided into:

         3.1 500,000,000 ordinary shares of 1.25 pence each (the "Ordinary
Shares"); and

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         3.2 500,000 6.50% senior convertible participating shares of US$1.00
each (the "Participating Shares").

         3A. Shares of a particular class may be held in uncertificated form,
subject to the Directors having made arrangements with the Operator of a
relevant system for that class of share to be admitted as a participating
security for the purpose of that relevant system. The Directors shall have power
to make such arrangements in their discretion without the consent of the
Members. In the event that the Directors shall make such arrangements, and for
so long as the relevant class of shares shall continue to be a participating
security, these Articles shall not apply to shares of the relevant class which
are in uncertificated form, to the extent that these Articles are inconsistent
with either the holding of title to such shares in uncertificated form or the
transfer of title to such shares by means of the relevant system or the
Uncertificated Securities Regulations. Where any class of shares is held in
uncertificated form, the share register for that class shall (notwithstanding
any other provision of these Articles) be maintained in accordance with the
Uncertificated Securities Regulations. Subject to the provisions of the
Uncertificated Securities Regulations, the Directors may determine that any
class of shares shall cease to be a participating security.

         3B. Shares in the capital of the Company that fall within a certain
class shal not form a separate class of shares from other shares in that class
because any share in that class:

               (a)  is held in uncertificated form; or

               (b) is permitted in accordance with the Uncertificated Securities
         Regulations to become a participating security.

         3C. Where any class of shares is a participating security and the
Company is entitled under any provision of the Companies Act, the Uncertificated
Securities Regulations or these Articles to sell, transfer or otherwise dispose
of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over
a share held in uncertificated form, the Company shall be entitled, subject to
the provisions of the Companies Act, the Uncertificated Securities Regulations,
these Articles and the requirements of the relevant system:

               (a) to require the holder of that share in uncertificated form by
         notice to change that share into certificated form within the period
         specified in the notice and to hold that share in certificated form so
         long as required by the Company;

               (b) to require the holder of that share in uncertificated form by
         notice to give any instructions necessary to transfer title to that
         share by means of the relevant system within the period specified in
         the notice;

               (c) to require the holder of that share in uncertificated form by
         notice to appoint any person to take any step, including without
         limitation, the giving of any instructions by means of the relevant
         system, necessary to transfer that share within the period specified in
         the notice; and

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               (d) to take any action that the Directors consider appropriate to
         achieve the sale, transfer, disposal, forfeiture, re-allotment or
         surrender of that share or otherwise to enforce a lien in respect of
         that share.

         4. Without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares, any share in the Company may
be issued with such preferred, deferred or other special rights or such
restrictions, whether in regard to dividend, voting, return of capital or
otherwise as the Company may from time to time by Ordinary Resolution determine
(or, in the absence of any such determination, as the Directors may determine).
If requisite, the Company shall in accordance with the Statutes within one month
from allotting shares deliver a statement in the prescribed form containing
particulars of special rights.

         5. Subject to the provisions of the Statutes:

               (1) any shares may be issued on the terms that they are to be
         redeemed or are liable to be redeemed at the option of the Company or
         the shareholder on such terms and in such manner as may be provided by
         these Articles; and

               (2) subject to Article 10A(C)(xiii) the Company may purchase its
         own shares (including any redeemable shares) provided that the Company
         shall not purchase its own shares if at the time of such purchase there
         are outstanding any convertible shares of the Company which remain
         capable of being converted, unless such purchase has been sanctioned by
         an Extraordinary Resolution passed at a separate Meeting of the holders
         of each class of such convertible shares in accordance with Articles 16
         and 17.

         6. The Company shall not give any financial assistance for the
acquisition of shares in the Company except and in so far as permitted by the
Statutes.

         7. The shares of the Company shall not be allotted at a discount and
save as permitted by the Statutes shall not be allotted except as paid up at
least as to one-quarter of their nominal value and the whole of any premium
thereon.

         8. The Company may exercise the powers of paying commissions conferred
by the Statutes to the full extent thereby permitted. The Company may also on
any issue of shares pay such brokerage as may be lawful.

         9. (A) Save as otherwise provided in the Statutes or in these Articles,
all unissued shares (whether forming part of the original or any increased
capital) shall be at the disposal of the Directors who may (subject to the
provisions of the Statutes) allot (with or without conferring a right of
renunciation), grant options over, offer or otherwise deal with or dispose of
them to such persons at such times and generally on such terms and conditions as
they may determine. The Directors may at any time after the allotment of any
share but before any person has been entered in the Register as the holder
recognise a renunciation thereof by the allottee in favour of some other person
and may accord to any allottee of a share a right to effect such renunciation
upon and subject to such terms and conditions as the Directors may think fit to
impose.

        (B)

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               (i)   Pursuant to and in accordance with Section 80 of the
         Companies Act 1985 (as amended) the Directors shall be generally and
         unconditionally authorized to exercise for each Section 80 prescribed
         period all the powers of the Company to allot relevant securities up to
         an aggregate nominal amount equal to the Section 80 Amount; and

               (ii)  Pursuant to and within the terms of the said authority the
         Directors shall be empowered during each Section 89 prescribed period
         to allot equity securities wholly for cash (a) pursuant to a Scrip
         Dividend Offer; (b) in connection with a rights issue; and (c)
         otherwise than in connection with a Scrip Dividend Offer or a rights
         issue up to an aggregate nominal amount equal to the Section 89 Amount
         as if Section 89(1) of the Companies Act 1985 did not apply to such
         allotment; and

               (iii) During each Section 80 prescribed period and each Section
         89 prescribed period the Company and its Directors by such authority
         and power may make offers or agreements which would or might require
         equity securities or other relevant securities to be allotted after the
         expiry of such period; and

               (iv)  For the purposes of this Article 9(B):

                      (a) "rights issue" means an offer of equity securities
               open for acceptance for a period fixed by the Directors to
               holders of equity securities on the register on a fixed record
               date in proportion to their respective holdings of such
               securities or in accordance with the rights attached thereto (but
               subject to such exclusions or other arrangements as the Directors
               may deem necessary or expedient in relation to fractional
               entitlements, record dates or legal or practical problems under
               the laws of, or the requirements of any recognised regulatory
               body or any stock exchange in any territory or as regards shares
               held by any approved depositary or otherwise howsoever);

                      (b) "Scrip Dividend Offer" has the meaning as ascribed in
               Article 137 below;

                      (c) "Section 80 prescribed period" means any period not
               exceeding 5 years for which the authority conferred under
               sub-paragraph (1) is renewed by Ordinary or Special Resolution
               stating the Section 80 Amount;

                      (d) "Section 89 prescribed period" means any period (not
               exceeding 5 years on any occasion) for which the power conferred
               under sub-paragraph (ii) is renewed by Special Resolution stating
               the Section 89 Amount;

                      (e) "the Section 80 Amount" shall for any Section 80
               prescribed period be that stated in the relevant Ordinary or
               Special Resolution;

                      (f) "the Section 89 Amount" shall for any Section 89
               prescribed period be that stated in the relevant Special
               Resolution;

                      (g) the nominal amount of any securities shall be taken to
               be, in the case of rights to subscribe for or to convert any
               securities into shares of the Company,

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               the nominal amount of such shares which may be allotted pursuant
               to such rights; and

                      (h) words and expressions defined in or for the purposes
               of Part IV of the Companies Act 1985 (as amended) shall bear the
               same meanings herein.

10A  6.50% SENIOR CONVERTIBLE PARTICIPATING SHARES

(A) Encumbrances

         All Participating Shares (including any Participating Shares issued as
a dividend or by way of bonus issue pursuant to Article 10A(C)) shall, when
issued, be free from any option, charge, lien, equity, encumbrance, right of
pre-emption or any other third party rights and free from any taxes and charges
with respect to the issue thereof.

(B) Ranking

         The Participating Shares shall, with respect to dividend rights and
rights on a return of capital (whether on a liquidation, winding-up, dissolution
or otherwise), on the terms set out in the following provisions of this Article
10A, rank in priority to the Ordinary Shares and each other class of Share
Capital of the Company created after the date of adoption of these Articles
which does not expressly provide that it ranks in priority to or on a par with
the Participating Shares as to dividend rights and rights on a return of capital
(collectively, the "Junior Securities"). The Participating Shares shall, with
respect to dividend rights and rights on a return of capital, rank on a par with
each other class of shares of the Company hereafter created which expressly
provides that it ranks on a par with the Participating Shares as to dividend
rights and rights on a return of capital (collectively, the "Parity
Securities"); provided, that any such securities not issued in accordance with
Article 10A(D)(iv) hereof shall be deemed to be Junior Securities. The
Participating Shares shall, with respect to dividend rights and rights on a
return of capital, rank junior to each class of shares of the Company hereafter
created which expressly provides that it ranks in priority to the Participating
Shares as to dividend rights and rights on a return of capital (collectively,
the "Senior Securities"); provided, that any such securities not issued in
accordance with Article 10A(D)(iv) hereof shall be deemed to be Junior
Securities.

(C) Dividends

               (i)  For each Dividend Period (as defined below), the holders of
         Participating Shares shall be entitled to receive with respect to their
         holdings of Participating Shares, in priority to the transfer of any
         sum to reserves or any rights of holders of Junior Securities, out of
         the distributable profits of the Company legally available therefor,
         cumulative preferential dividends calculated based on the then
         effective Liquidation Return per Participating Share at a rate per
         annum equal to the greater of (i) the Stated Dividend Rate and (ii) the
         Ordinary Share Equivalent Rate with respect to such Dividend Period.

               (ii) In the period prior to the fifth anniversary of the Issue
         Date (as defined below) the Company's obligations to pay dividends on
         the Participating Shares pursuant to Article 10A(C)(i) above (including
         in respect of all accumulated and unpaid dividends) shall be satisfied
         solely by the issue to the holders of the Participating Shares of

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         additional Participating Shares, credited as fully paid up for cash, as
         provided below. In the period commencing on the fifth anniversary of
         the Issue Date, dividends in respect of the Participating Shares
         (including all accumulated and unpaid dividends in respect of prior
         Dividend Periods which are payable in such period) shall be payable in
         cash; provided, that the Company's obligations to pay dividends on the
         Participating Shares pursuant to Article 10A(C)(i) above in such period
         shall be satisfied by the issue to the holders of the Participating
         Shares of additional Participating Shares, credited as fully paid up
         for cash, to the extent that the terms of the Company's then existing
         principal indebtedness (whether under its principal bank credit
         facilities or pursuant to debt securities issued in an aggregate
         principal amount in excess of U.S.$50 million in a bona fide
         underwritten public or bona fide private offering) prohibits the
         payments of such dividends in cash. The number of Participating Shares
         to be issued to the holders of Participating Shares when dividends are
         to be satisfied by the issue of Participating Shares shall equal the
         amount of the dividend expressed in cash divided by the then effective
         Liquidation Return per Participating Share, rounded down to the nearest
         full share after taking into account all Participating Shares owned by
         the holder thereof. If dividends are to be satisfied by the issue of
         Participating Shares in accordance with this Article 10A(C)(ii), the
         holders of the Participating Shares shall be deemed to have irrevocably
         authorized and instructed the Directors to apply the dividend payable
         to such holders in subscribing in cash for such Participating Shares
         and the Company irrevocably undertakes to apply the same in accordance
         with such instructions.

               (iii) Dividends shall be payable in arrears on each February 15,
         May 15, August 15 and November 15, unless such day is not a Business
         Day, in which event dividends shall be payable on the next succeeding
         Business Day (each such date being hereinafter referred to as a
         "Dividend Payment Date"), commencing on the first Dividend Payment Date
         in respect of Participating Shares which is at least seven days after
         the issuance thereof. For Participating Shares issued on the original
         issue date of the Participating Shares in accordance with these
         Articles (the "Issue Date"), the first dividend payment shall be for
         the period from and including the Issue Date up to but excluding the
         date of the first Dividend Payment Date, and each dividend payment
         thereafter shall be for the period from and including the most recent
         Dividend Payment Date to but excluding the first Dividend Payment Date
         thereafter. For Participating Shares issued subsequent to the Issue
         Date, the first dividend payment shall be for the period from and
         including the date of issuance thereof to but excluding the date of the
         first Dividend Payment Date thereafter, and each dividend payment
         thereafter shall be for the period from and including the most recent
         Dividend Payment Date to but excluding the first Dividend Payment Date
         thereafter. Each quarterly period beginning on February 16, May 16,
         August 16 and November 16 in each year and ending on and including the
         day next preceding the first day of the next such quarterly period
         shall be a "Dividend Period". The amount of dividends payable for each
         full Dividend Period shall be computed by dividing the applicable
         dividend rate per annum by four. Dividends (or amounts equal to
         accumulated and unpaid dividends) payable on Participating Shares for
         any period less than a full quarterly Dividend Period will be computed
         on the basis of a 360-day year of twelve 30-day months and the actual
         number of days elapsed in any period less than one month. The record
         date for determination of holders of Participating Shares entitled to
         receive payment of a dividend or distribution thereon shall be, with

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         respect to the dividend payable on February 15, May 15, August 15 and
         November 15 of each year, the preceding January 15, April 15, July 15
         and October 15, respectively, or such other record date as may be fixed
         by the Directors from time to time, which other record date shall be no
         less than 30 and no more than 60 calendar days prior to the relevant
         Dividend Payment Date. Dividends and distributions shall be payable to
         holders of record as they shall appear on the records of the Company on
         the applicable record date.

               (iv) When the Company's dividend obligations are to be satisfied
         by the issue of Participating Shares in accordance with Article
         10A(C)(ii) above (whether prior to the fifth anniversary of the Issue
         Date or thereafter), then to the extent that the Company has
         insufficient distributable profits legally available in accordance with
         the Statutes for the payment of such dividends on any Dividend Payment
         Date, the Company shall (to the extent that it has reserves or sums in
         its share premium account legally available therefor in accordance with
         the Statutes) issue to the holders of the Participating Shares, by way
         of bonus issue, additional Participating Shares, except to the extent
         prohibited by the Company's then existing indebtedness (whether under
         its principal bank credit facilities or pursuant to debt securities
         issued in an aggregate principal amount in excess of US$50 million in a
         bona fide underwritten public or bona fide private offering). The
         number of additional Participating Shares to be so issued and the
         rights and obligations attaching thereto shall be the same as if the
         Company had issued such Participating Shares as a dividend in
         accordance with Article 10A(C)(ii). Any Participating Shares issued by
         way of a bonus issue under this Article 10A(C)(iv) shall be in lieu of
         dividends and the provisions of this Article 10A shall apply as if such
         Participating Shares had been issued as dividends. The rights to
         receive Participating Shares by way of bonus issue pursuant to this
         Article 10A(C)(iv) shall accrue to the holders of the Participating
         Shares and not to any other holder of Share Capital.

               (v) The cash equivalent of dividends on account of arrears in
         respect of each Participating Share for any particular Dividend Period
         in which dividends were not paid or a bonus issue was not made on the
         applicable Dividend Payment Date (including, without limitation, as a
         result of the Company not having available sufficient distributable
         profits, reserves or sums in its share premium account available for a
         bonus issue, or as a result of the rounding down of the number of
         Participating Shares issuable in the payment of dividends as provided
         above in Article 10A(C)(ii)) shall be automatically added to the then
         effective Liquidation Return on the relevant Dividend Payment Date. Any
         amounts so added to the then effective Liquidation Return in respect of
         such Participating Share shall be subject to reduction as provided
         below in Article 10A(C)(vi).

               (vi) To the extent the Company has profits or reserves legally
         available for distribution, an amount equal to accumulated and unpaid
         dividends for any past Dividend Period may be declared by the Directors
         and paid as a dividend (in Participating Shares or cash, as the case
         may be, as provided above in Article 10A(C)(ii)) or by way of a bonus
         issue in lieu of such dividend in accordance with Article 10A(C)(iv) on
         any subsequent Dividend Payment Date to all holders of Participating
         Shares of record on the record date for such subsequent Dividend
         Payment Date (including, without limitation,

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         holders of Participating Shares issued after the record date for the
         Dividend Payment Date for such past Dividend Period). Each such payment
         shall automatically reduce the then effective Liquidation Return by an
         amount equal to the aggregate amount of such payment divided by the
         total number of Participating Shares outstanding on such record date
         for such subsequent Dividend Payment Date; provided, however, that the
         Liquidation Return shall not be reduced below U.S.$1,000 per share.

               (vii)  Dividends on the Participating Shares shall accumulate on
         a daily basis. Dividends shall cease to accumulate in respect of
         Participating Shares on the date of actual conversion or redemption
         thereof. The amount of the dividend due on each Dividend Payment Date
         shall, subject to Article 10A(C)(iv), be paid out of the profits of the
         Company available for distribution in accordance with the Statutes,
         without the need for any resolution of the Directors or of the Members
         in General Meeting.

               (viii) To the extent that the Company is legally permitted to do
         so but save where a majority of the Directors decides bona fide that to
         do so would be materially prejudicial to the business of any subsidiary
         undertaking, the Company shall use its best efforts to procure the
         distribution to the Company by its subsidiary undertakings in respect
         of each financial year by way of dividend or otherwise (except by the
         reduction of capital or own-share purchase) of sufficient of the
         profits, if any, of its subsidiary undertakings to enable the Company
         to pay the dividends on the Participating Shares.

               (ix)   Dividends paid on the Participating Shares in an amount
         less than the total amount of such dividends at the time accumulated
         and payable on such shares shall be allocated pro rata on a share-by-
         share basis among all such shares at the time outstanding, and any
         remainder not paid as provided above in respect of each Participating
         Share shall be added to the Liquidation Return as provided above in
         Article 10A(C)(v) hereof.

               (x)    As long as any Participating Shares are outstanding, no
         dividends or other distributions (other than dividends or other
         distributions payable in shares of, or warrants, rights or options
         exercisable for or convertible into shares of, Junior Securities and
         cash in lieu of fractional shares of such Junior Securities in
         connection with any such dividends) will be paid on any Junior
         Securities unless:

                      (a) full cumulative dividends on all outstanding
               Participating Shares and any outstanding Parity Securities have
               been paid, or declared and set aside for payment, for all
               Dividend Periods terminating on or prior to the payment date of
               such dividend or distribution and for the current Dividend
               Period;

                      (b) the Company has paid or set aside all amounts, if any,
               then or theretofore required to be paid or set aside for all
               redemption reserves, if any, for any outstanding Participating
               Shares or Parity Securities; and

                      (c) the Company is not in default of any of its
               obligations to redeem any outstanding Participating Shares or
               Parity Securities.

               (xi)   As long as any Participating Shares are outstanding, no
         Junior Securities may be purchased, redeemed or otherwise acquired by
         the Company or any of its subsidiaries

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         (except in connection with a reclassification or exchange of any Junior
         Securities through the issuance of shares of, or warrants, rights or
         options exercisable for or convertible into shares of, other Junior
         Securities (and cash in lieu of fractional shares of such Junior
         Securities in connection therewith) or the purchase, redemption or
         other acquisition of any Junior Securities with any shares of, or
         warrants, rights or options exercisable for or convertible into shares
         of, other Junior Securities (and cash in lieu of fractional shares of
         such Junior Securities in connection therewith)), nor may any funds be
         set aside or made available for any redemption reserve for the purchase
         or redemption of any Junior Securities.

               (xii)   As long as any Participating Shares are outstanding, no
         dividends or other distributions (other than dividends or other
         distributions payable in shares of, or warrants, rights or options
         exercisable for or convertible into shares of, Junior Securities and
         cash in lieu of fractional shares of such Junior Securities in
         connection with any such dividends) will be paid on any Parity
         Securities unless such dividends or other distributions are declared
         and paid pro rata so that the amounts of any such dividends or other
         distributions declared and paid per share on outstanding Participating
         Shares and each other share of such Parity Securities will in all cases
         bear to each other the same ratio that the then effective Liquidation
         Return per share of outstanding Participating Shares and the amount
         payable per share of such other outstanding shares of Parity Securities
         on a solvent winding up of the Company bear to each other.

               (xiii)  As long as any Participating Shares are outstanding, no
         Parity Securities may be purchased, redeemed or otherwise acquired by
         the Company or any of its subsidiaries (except with shares of, or
         warrants, rights or options exercisable for or convertible into shares
         of, Junior Securities and cash in lieu of fractional shares of such
         Junior Securities in connection therewith) unless the Participating
         Shares and such Parity Securities are purchased, redeemed or otherwise
         acquired pro rata so that the Fair Market Value of the consideration
         applied to the purchase, redemption or other acquisition of each
         Participating Share and each share of such Parity Securities will in
         all cases bear to each other the same ratio that the then effective
         Liquidation Return per outstanding Participating Share and the amount
         payable per share of such other outstanding Parity Securities on a
         solvent winding up of the Company bear to each other.

               (xiv)   As long as any Participating Shares are outstanding, no
         resolution to reduce the Company's issued share capital or any uncalled
         liability thereon shall be effective unless such resolution is
         sanctioned by an extraordinary resolution of the holders of the
         Participating Shares held at a separate meeting of such holders.

               (xv)    Subject to the provisions described above in this Article
         10A(C), such dividends or other distributions (payable in cash,
         property or Junior Securities) as may be determined from time to time
         by the Directors may be declared and paid on the shares of any Junior
         Securities and/or Parity Securities and from time to time Junior
         Securities and/or Parity Securities may be purchased, redeemed or
         otherwise acquired by the Company or any of its subsidiaries. In the
         event of the declaration and payment of any such dividends or other
         distributions, the holders of such Junior Securities and/or Parity

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         Securities, as the case may be, will be entitled, to the exclusion of
         holders of any outstanding Participating Shares, to share therein
         according to their respective interests.

(D)     Voting Rights

               (i)   The holders of the Participating Shares (in addition to
         their rights set forth in this Article 10A(D) and otherwise provided by
         applicable law) shall be entitled from time to time to such number of
         votes for each Participating Share held as equals the number of
         Ordinary Shares into which such Participating Share is convertible on
         the record date set for determining the persons entitled to vote on any
         matter and shall, if they shall exercise such entitlement, vote
         together with the holders of the Ordinary Shares (and any other class
         or series of Share Capital, if any, similarly entitled to vote), as a
         single class, on all matters to be voted on by holders of the Ordinary
         Shares. Notwithstanding the preceding sentence, the aggregate voting
         rights attaching to the Participating Shares held by Cypress and
         Affiliates of Cypress shall in no circumstances exceed 29.99% of all
         voting rights from time to time exercisable by the Members of the
         Company in General Meeting. If the voting rights attaching to the
         Participating Shares held by Cypress and Affiliates of Cypress when
         calculated in accordance with this Article 10A(D)(i) exceed 29.99%,
         then the aggregate voting rights of the Participating Shares held by
         Cypress and Affiliates of Cypress shall be deemed to be 29.99%, and
         such voting rights shall be exercisable by Cypress (if it is a holder
         of Participating Shares) and Affiliates of Cypress that are holders of
         Participating Shares on a pro rata basis according to the number of
         issued Participating Shares held by each such holder.

               (ii)  In addition to the voting rights set forth in Article
         10A(D)(i), holders of the Participating Shares shall be entitled to
         vote as a separate class on matters which require (under these Articles
         or applicable law) a separate class vote of the Participating Shares
         and shall have such other voting rights as are set forth in this
         Article 10A(D).

               (iii) If at any time:

                      (a) the Company shall have failed to redeem any
               outstanding Participating Shares in accordance with these
               Articles; or

                      (b) dividends payable in cash on Participating Shares as
               provided in Article 10A(C)(ii) hereof (i.e., dividends payable in
               the period commencing on the fifth anniversary of the Issue Date)
               have not been paid in full in cash for six consecutive Dividend
               Periods regardless of whether or not the Company shall have paid
               dividends in additional Participating Shares pursuant to the
               proviso in the second sentence of Article 10A(C)(ii) hereof, or
               by way of bonus issue pursuant to Article 10A(C)(iv) hereof,

        thereafter and until, in the case of Article 10A(D)(iii)(a) above, the
        date that the Company shall have fulfilled its redemption obligations
        or, in the case of Article 10A(D)(iii)(b) above, until the date that all
        accumulated and unpaid dividends payable as provided in Article
        10A(C)(ii) hereof (i.e., dividends payable on and after the fifth
        anniversary of the Issue Date), whether or not declared, on the
        outstanding

                                       12
<PAGE>

         Participating Shares shall have been paid in full and the Company shall
         have paid dividends in full in cash for four additional consecutive
         fiscal quarters thereafter, the number of Directors then constituting
         the Board of Directors of the Company shall be increased by two and the
         holders of Participating Shares, acting as a class, shall be entitled
         to elect the two additional Directors to serve on the Board of
         Directors by majority vote at a class meeting of the holders of the
         Participating Shares to be held immediately prior to any annual meeting
         of shareholders or extraordinary meeting held in place thereof, or by
         majority vote at an extraordinary meeting of the holders of the
         Participating Shares called as hereinafter provided, or by majority
         vote of the holders of the Participating Shares as set forth in a
         written document signed by all such holders. The remaining Directors of
         the Company shall be elected by the classes of Share Capital, including
         the Participating Shares, entitled to vote therefor, voting together,
         at each meeting of shareholders held for the purpose of electing
         Directors, all in accordance with the terms and procedures set forth in
         these Articles. As soon as, in the case of Article 10A(D)(iii)(a)
         above, the Company shall have fulfilled its redemption obligation and,
         in the case of Article 10A(D)(iii)(b) above, all accumulated and unpaid
         dividends payable as provided in Article 10A(C)(ii) hereof, whether or
         not declared, on the outstanding Participating Shares shall have been
         paid in full and the Company shall have paid dividends in full in cash
         for four additional consecutive fiscal quarters thereafter, then the
         right of the holders of the Participating Shares to elect such
         additional Directors pursuant to this Article 10A(D)(iii) shall
         immediately cease, the term of office of any person elected as Director
         by the holders of the Participating Shares shall forthwith terminate
         (and the holders of the Participating Shareholders shall take all steps
         necessary to procure the resignation of such Directors) and the number
         of Directors comprising the board of Directors shall be reduced
         accordingly. At any time after voting power to elect a Director shall
         have become vested and be continuing in the holders of Participating
         Shares pursuant to this Article 10A(D)(iii) or if a vacancy shall exist
         in the office of a Director elected by the holders of Participating
         Shares, the Directors may, and upon the written request of the holders
         of record of at least 25% of the Participating Shares then outstanding
         addressed to the Secretary of the Company shall, call an extraordinary
         meeting of the holders of Participating Shares, for the purpose of
         electing the Directors which such holders are entitled to elect. If
         such meeting shall not be called by the Directors within 20 days after
         personal service of written request upon the Secretary of the Company,
         or within 20 days after mailing the same by a reputable overnight air
         courier service, addressed to the Secretary of the Company at its
         principal executive offices, then the holders of at least 25% of the
         outstanding Participating Shares may designate in writing one of their
         number to call such meeting at the expense of the Company. Such meeting
         may be called by the person so designated, or the Directors (as the
         case may be) upon the notice required for the Annual General Meeting of
         shareholders of the Company and shall be held at the place for holding
         the Annual General Meeting of shareholders. Any holder of Participating
         Shares so designated shall have, and the Company shall provide, access
         to the lists of shareholders to be called pursuant to the provisions
         hereof. The rights of the holders of the Participating Shares to elect
         two additional Directors pursuant to this Article 10A(D)(iii) shall be
         in addition to the right to appoint Directors set forth in Article
         10A(H) hereof.

                                       13
<PAGE>

               (iv) As long as any Participating Shares are outstanding, subject
         to applicable law, the Company shall not, without consent of the
         holders of at least a majority of the number of Participating Shares at
         the time outstanding, voting as a single class, given in person or by
         proxy, either in writing or by vote at an extraordinary meeting of that
         class called for the purpose:

                      (a) increase the number of authorized Participating Shares
               or issue any additional Participating Shares, other than as
               contemplated by the terms of the Participating Shares;

                      (b) amend or modify the relative rights, powers,
               preferences or limitations of the Participating Shares or amend,
               alter or repeal any of the provisions of the Company's Memorandum
               of Association or these Articles so as to eliminate the
               Participating Shares or otherwise affect adversely the relative
               rights, powers, preferences or limitations of the holders of
               Participating Shares; or

                      (c) other than Participating Shares, create, authorize,
               issue or permit to exist any class of Share Capital or series of
               preferred shares that ranks as Senior Securities or Parity
               Securities with respect to the Participating Shares, or
               reclassify any class or series of any Junior Securities into
               Senior Securities or Parity Securities or reclassify any class or
               series of any Parity Securities into Senior Securities, or
               authorize any securities exchangeable for, convertible into or
               evidencing the right to purchase any such class or series of
               Senior Securities or Parity Securities.

               (v)  The holders of the Participating Shares shall be entitled to
         relinquish their rights to the tax gross-up provided for in Article
         10A(I) at an extraordinary meeting of the holders of the Participating
         Shares duly convened on 14 days notice. If the holders of the
         Participating Shares present in person or by proxy at such meeting
         resolve by majority vote to relinquish such tax gross-up rights, the
         Participating Shares shall thereafter have no such rights and the
         Company shall not have the right to redeem the Participating Shares in
         accordance with Article 10A(E)(iv).

(E)     Redemption

               (i)  Subject to the provisions of the Statutes and these
         Articles, the Company may redeem the Participating Shares and make
         payment in respect of the Participating Shares in accordance with the
         Statutes whether out of its distributable profits or out of the
         proceeds of a fresh issue of shares made for the purposes of such
         redemption or otherwise. For the purposes of any redemption under
         Articles 10A(E)(v) or 10A(E)(vii), the Company shall use its best
         efforts to complete a fresh issue of shares (taking into account then
         prevailing market conditions and other factors deemed reasonable by a
         majority of the Directors) if and to the extent that the Company does
         not have sufficient distributable profits to make such redemption
         without such a fresh share issue, but save to the extent that such
         fresh issue is prohibited by the Company's then existing indebtedness
         (whether under its principal bank credit facilities or pursuant to debt
         securities issued in

                                       14
<PAGE>

         an aggregate principal amount in excess of U.S.$50 million in a bona
         fide underwritten public offering or bona fide private offering).

               (ii)   The Company shall not have the right to redeem the
         Participating Shares prior to the fourth anniversary of the Issue Date,
         except in the limited circumstances set forth in Articles 10A(E)(iv).

               (iii)  On and after the fourth anniversary of the Issue Date and
         prior to the eleventh anniversary of the Issue Date, the Company shall
         have the right to redeem the Participating Shares, in whole but not in
         part, at a redemption price per share in cash equal to the greater of:

                      (a) the amount set forth below (expressed as a percentage
               of the then effective Liquidation Return), if redeemed during the
               twelve-month period beginning on the anniversary of the Issue
               Date in the years indicated below:

                                       15
<PAGE>

                                                Percentage of
               Year                             then Effective
               ----                              Liquidation
                                                 -----------
                                                   Return
                                                   ------

               2003                                103.250%
               2004                                102.167%
               2005                                101.083%
               2006 and thereafter                 100.000%

               and

                      (b) the aggregate Market Value of the Ordinary Shares into
               which such Participating Shares are convertible (in accordance
               with Article 10A(F)) on the date of redemption,

        in each case plus accumulated and unpaid dividends for the period from
        and including the most recent Dividend Payment Date through and
        including the date of redemption. Notwithstanding the preceding
        sentence, the Company may, at its option (exercisable by resolution of
        the Directors), elect to cause the Participating Shares to be converted
        (in lieu of redemption in cash at the price referred to in Article
        10A(E)(iii)(b)) into such number of Ordinary Shares as are issuable upon
        conversion of the relevant Participating Shares on the date fixed for
        redemption (the number of Ordinary Shares issuable on conversion being
        calculated in accordance with Article 10A(F)(ii)).

               (iv)  Prior to the fourth anniversary of the Issue Date, the
         Company shall have the right to redeem the Participating Shares, in
         whole but not in part, at the same redemption price applicable for
         redemptions during the twelve-month period beginning on the anniversary
         of the Issue Date in 2003 (as set forth in Article 10A(E)(iii)), but
         only in the event that the Company has or will become obliged to pay
         Additional Amounts in respect of the Participating Shares under the
         provisions of Article 10A(I) at a rate of withholding or deduction in
         excess of 7.5% of the amounts otherwise payable but for such Article
         10A(I) as a result of any change in, or amendment to, the laws (or any
         rules, regulations or ruling promulgated thereunder) of the United
         Kingdom, which change or amendment becomes effective after the Issue
         Date. Prior to the giving of any notice of redemption of the
         Participating Shares under this Article 10A(E)(iv), the Company will
         deliver to the holders of the Participating Shares (a) a certificate,
         executed by the Company's chief financial officer, stating that the
         Company is entitled to effect such redemption pursuant to this Article
         10A(E)(iv) and setting forth in reasonable detail a statement of facts
         showing that the conditions precedent to the right of the Company so to
         redeem have occurred; and (b) a written opinion of independent English
         legal advisors, of recognised standing, to the effect that the Company
         has or will become obliged to pay such Additional Amounts as a result
         of such change or amendment. Notwithstanding the preceding sentences of
         this Article 10A(E)(iv), the Company shall not have any rights to
         redeem the Participating Shares pursuant to this Article 10A(E)(iv) in
         the event that the holders of the Participating Shares vote pursuant to
         Article 10A(D)(v) to relinquish their rights to the tax gross-up
         provided for in Article 10A(I).

                                       16
<PAGE>

               (v)   Subject to the Statutes, on the eleventh anniversary of the
         Issue Date (or as soon thereafter as the Company is permitted by the
         Statutes), the Company shall redeem all outstanding Participating
         Shares or, failing which, the maximum number of outstanding
         Participating Shares that can lawfully be so redeemed in accordance
         with the Statutes on such date, if any, at a redemption price per share
         in cash equal to the greater of (a) the then effective per share
         Liquidation Return and (b) the aggregate Market Value of the Ordinary
         Shares into which such Participating Shares are convertible (in
         accordance with Article 10A(F)) on the date of redemption, in each case
         plus accumulated and unpaid dividends for the period from and including
         the most recent Dividend Payment Date through and including the date of
         redemption. Notwithstanding the previous sentence, the Company may, at
         its option (exercisable by resolution of the Directors), elect to cause
         the Participating Shares to be converted (in lieu of redemption in cash
         at the price referred to in Article 10A(E)(v)(b)) into such number of
         Ordinary Shares as are issuable upon conversion of the relevant
         Participating Shares on the date fixed for redemption (the number of
         Ordinary Shares issuable on conversion being calculated in accordance
         with Article 10A(F)(ii)). In case the Company is unable to so redeem
         all outstanding Participating Shares on the eleventh anniversary of the
         Issue Date, it shall do so pro rata on a share-by-share basis among the
         holders of all such Participating Shares.

               (vi)  A notice to redeem the Participating Shares pursuant to
         Article 10A(E)(iii), 10A(E)(iv) or 10A(E)(v) hereof (the "Redemption
         Notice") shall be sent by or on behalf of the Company, by a reputable
         overnight air courier service, to holders of record of Participating
         Shares at their respective addresses as they shall appear on the
         records of the Company, not less than 30 days nor more than 60 days
         prior to the date fixed for redemption:

                      (a) notifying such holders of the election of the Company
               to redeem such shares, the number of shares to be redeemed, and
               of the date fixed for redemption;

                      (b) stating that the Participating Shares may be converted
               in accordance with Article 10A(F) hereof, until the close of
               business (London time) on the Business Day prior to the date of
               redemption by surrendering to the Company or the registrar (who
               shall act as transfer agent for the Participating Shares) the
               certificate or certificates for the shares to be converted,
               accompanied by written notice specifying the number of shares to
               be converted, and stating the name and address of the registrar;

                      (c) stating the place or places at which the shares called
               for redemption shall, upon presentation and surrender of the
               certificates evidencing such shares, be redeemed, and the
               redemption price to be paid therefor; and

                      (d) stating that dividends shall cease to accumulate on
               the date of redemption unless the Company defaults in the payment
               of the redemption price.

               (vii) (a) Subject to the provisions of the Statutes, in the event
         of any Change of Control, each holder of the Participating Shares shall
         have the right, at such holder's

                                       17
<PAGE>

         option, subject to the terms and conditions hereof, to require the
         Company to redeem its Participating Shares, in whole or in part, on a
         Business Day that is no earlier than 30 days nor later than 60 days
         after the occurrence of such Change of Control (the "Change of Control
         Repurchase Date") at a redemption price per Participating Share in cash
         equal to the greater of (1) 101% of the then effective per share
         Liquidation Return and (2) the aggregate Market Value of the Ordinary
         Shares into which such Participating Shares are convertible (in
         accordance with Article 10A(F)) on the date of redemption, in each case
         plus accumulated and unpaid dividends in respect of each Participating
         Share being redeemed for the period from the most recent Dividend
         Payment Date through and including the date of redemption, plus the sum
         of any remaining dividend payments that would have otherwise been
         payable on such Participating Shares (assuming that the Stated Dividend
         Rate would have been the applicable rate throughout such period) up to
         and including the date which is three and one-half years after the
         Issue Date (the "Change of Control Repurchase Price"). Notwithstanding
         the preceding sentence, the Company may, at its option (exercisable by
         resolution of the Directors), elect to cause the Participating Shares
         to be converted (in lieu of redemption in cash at the price referred to
         in Article 10A(E)(vii)(a)(2)) into such number of Ordinary Shares as
         are issuable upon conversion of the relevant Participating Shares on
         the date fixed for redemption (the number of Ordinary Shares issuable
         on conversion being calculated in accordance with Article 10A(F)(ii)),
         except that the Company shall pay in cash such sum of any remaining
         dividend payments referred to in the preceding sentence.

                      (b) In the event of any Change of Control, each holder of
               Participating Shares may, alternatively, convert its
               Participating Shares, in whole or in part, into Ordinary Shares
               in accordance with Article 10A(F) and, if converted after such
               Change of Control but prior to or at the close of business on the
               60th day after the Change of Control Notice, subject to the
               provisions of the Statutes, such holder shall receive on the date
               of conversion an additional cash payment equal to the sum of any
               remaining dividend payments that would have otherwise been
               payable on such converted Participating Shares (assuming that the
               Stated Dividend Rate would have been the applicable rate
               throughout such period) through and including the date which is
               three and one-half years after the Issue Date (the "Additional
               Change of Control Payment").

                      (c) If the Company is unable lawfully to redeem in
               accordance with the Statutes all Participating Shares as to which
               holders have, at their option, required the Company to redeem in
               accordance with Article 10A(E)(vii)(a), then it shall do so pro
               rata on a share-by-share basis among all such shares of the
               relevant holders. Similarly, if the Company is unable lawfully to
               pay any Additional Change of Control Payment set forth in Article
               10A(E)(vii)(b), then it shall do so pro rata on a share-by-share
               basis among all such shares of the relevant holders. For purposes
               of the preceding two sentences, the redemption of Participating
               Shares pursuant to Article 10(E)(vii)(a) shall have priority over
               the payment of any Additional Change of Control Payment pursuant
               to Article 10A(E)(vii)(b).

                      (d) Notwithstanding Articles 10A(E)(vii)(a) or
               10A(E)(vii)(b), to the extent that the Company is prohibited by
               the Statutes from paying the Change of

                                       18
<PAGE>

               Control Repurchase Price set forth in Article 10A(E)(vii)(a)
               and/or any Additional Change of Control Payment set forth in
               Article 10A(E)(vii)(b) to the relevant holder of any
               Participating Share, respectively, then the Change of Control
               Adjustment Amount, if applicable, shall be added to the
               Liquidation Return of each such Participating Share that will not
               be redeemed or converted in accordance with such Articles and
               each such Participating Share not so redeemed or converted shall
               remain outstanding after any corresponding Change of Control
               Repurchase Date and/or the 60th day after the corresponding
               Change of Control Notice, as the case may be.

                      (e) The Company shall comply with the requirements of Rule
               14e-1 under the U.S. Securities Exchange Act of 1934 and any
               other securities laws and regulations to the extent such Rule and
               such laws and regulations are applicable in connection with the
               redemption of Participating Shares as a result of a Change of
               Control in accordance with Article 10A(E)(vii)(a).

                      (f) The Company shall not be required to redeem
               Participating Shares in the event of the occurrence of a Change
               of Control in accordance with Article 10A(E)(vii)(a) if any other
               Person acquires all Participating Shares in respect of which a
               Change of Control Repurchase Notice has been validly tendered and
               not withdrawn in the manner and at the times required by, and
               otherwise in compliance with, Article 10A(E)(ix) and Article
               10A(E)(x).

               (viii) A notice of a Change of Control (the "Change of Control
         Notice") shall be sent by or on behalf of the Company, by a reputable
         overnight air courier service, to each holder of Participating Shares
         of record at its respective address as it appears on the records of the
         Company not more than 10 days after the Change of Control:

                      (a) describing the transaction that constitutes the Change
               of Control;

                      (b) stating the date by which any Change of Control
               Repurchase Notice (as defined below) must be received by the
               Company or the registrar from such holder and any Change of
               Control Repurchase Date;

                      (c) stating the procedures for withdrawing any Change of
               Control Repurchase Notice;

                      (d) stating that the Participating Shares may be converted
               in accordance with Article 10A(F) until the close of business on
               the Business Day prior to any Change of Control Repurchase Date
               by surrendering to the Company or its registrar the certificate
               or certificates for the Participating Shares to be converted,
               accompanied by written notice specifying the number of shares to
               be converted, and stating the name and address of the transfer
               agent for the Participating Shares, if any;

                      (e) stating any Additional Change of Control Payment;

                                       19
<PAGE>

                      (f) stating the place or places at which the shares called
               for redemption shall, upon presentation and surrender of the
               certificates evidencing such shares, be redeemed, and any Change
               of Control Repurchase Price to be paid therefor; and

                      (g) stating that dividends shall cease to accumulate on
               any Change of Control Repurchase Date unless the Company defaults
               in payment of any Change of Control Repurchase Price.

               (ix)    To exercise its rights, if any, pursuant to Article
         10A(E)(vii)(a), a holder of Participating Shares must deliver written
         notice (a "Change of Control Repurchase Notice") to the Company, of the
         exercise of such right prior to the close of business on the Business
         Day immediately prior to the Change of Control Repurchase Date. The
         Change of Control Repurchase Notice must state (a) the number of
         Participating Shares to be redeemed and (b) that such Participating
         Shares will be submitted for redemption by the Company on the Change of
         Control Repurchase Date.

               (x)     Any Change of Control Repurchase Notice may be withdrawn
         by a holder of Participating Shares by a written notice of withdrawal
         received by the Company prior to or at the close of business (London
         time) on the Business Day immediately prior to the Change of Control
         Repurchase Date. The notice of withdrawal must state the number of
         Participating Shares as to which the withdrawal notice relates and the
         number of Participating Shares, if any, which remains subject to the
         original Change of Control Repurchase Notice.

               (xi)    Neither failure to mail any Redemption Notice or Change
         of Control Notice, as the case may be, nor any defect in any Redemption
         Notice or Change of Control Notice, as the case may be, to one or more
         holders of Participating Shares shall affect the sufficiency of the
         proceedings for redemption as to other holders. Subject to compliance
         with the provisions of this Article 10A(E), the Company shall forthwith
         upon the date fixed for redemption pay the redemption monies to the
         appropriate holders of the Participating Shares.

               (xii)   On redemption the Company shall cancel the share
         certificate of the applicable holder of Participating Shares and, in
         the case of a redemption of part of the Participating Shares included
         in such certificate, without charge issue a new certificate to such
         holder for the balance of Participating Shares not redeemed.

               (xiii)  To the extent the Company is legally permitted to do so
         and save where a majority of the Directors decides bona fide that to do
         so would be materially prejudicial to the business of any subsidiary
         undertaking, the Company shall use its best efforts to procure the
         distribution to the Company by its subsidiary undertaking in respect of
         each financial year by way of dividend or otherwise (except by the
         reduction of capital or own-share purchases) of sufficient of the
         profits, if any, of its subsidiary undertakings to enable the company
         to redeem the Participating Shares in accordance with this Article
         10A(E).

                                       20
<PAGE>

               (xiv)   If a Redemption Notice or a Change of Control Notice
         shall have been given as hereinbefore provided, then each holder of
         Participating Shares shall be entitled to all relative rights, powers,
         preferences and limitations accorded to holders of the Participating
         Shares until and including the date of redemption. Provided that the
         Company shall have complied with its obligations pursuant to this
         Article 10A(E), from and after the date of redemption, the
         Participating Shares the subject of such redemption shall no longer be
         deemed to be outstanding, and all rights of the holders of such shares
         shall cease and terminate, except the right of the holders of such
         shares, upon surrender of certificates therefor, to receive the monies
         to be paid under this Article 10A(E).

               (xv)    Any redemption monies unclaimed by the holders of the
         Participating Shares entitled thereto for a period of 30 days following
         the requisite payment date shall promptly be deposited by the Company
         in a third party bank account to be held in trust for such holders.

               (xvi)   If a holder whose Participating Shares are to be redeemed
         under this Article 10A(E) fails to deliver the certificate (or
         certificates) for those shares to the Company, the Company may retain
         the redemption monies payable to such holder pending delivery of such
         certificate(s). No person shall, prior to delivery of such
         certificate(s), have any claim against the Company for redemption
         monies retained under this Article 10A(E)(xvi), and the Company shall
         not be liable for interest in respect thereof.

               (xvii)  The Directors may, pursuant to the authority given by the
         adoption of this Article 10A(E), consolidate and sub-divide the share
         capital available for issue as a consequence of a redemption of
         Participating Shares into Ordinary Shares or any other class of shares
         into which the authorized share capital of the Company is then divided,
         each of a like nominal amount as the shares of that class then in
         issue, or into unclassified shares of the same nominal amount as the
         Participating Shares. The Directors may issue shares in anticipation of
         redemption to the extent permitted by the Statutes and these Articles.

(F)     Conversion Rights

               (i)  Subject to and upon compliance with the provisions of this
         Article 10A(F), the holder of any Participating Shares shall have the
         right, at any time and from time to time, at such holder's option, to
         convert all or part (having an aggregate Liquidation Return of at least
         U.S.$1 million) of such holder's Participating Shares into Ordinary
         Shares, and the Company shall have the limited ability in accordance
         with Article 10A(E)(iii), Article 10A(E)(v) and Article 10A(E)(vii) to
         elect to cause the Participating Shares to be converted into Ordinary
         Shares. If a Redemption Notice or a Change of Control Repurchase Notice
         has been given as hereinbefore provided, such right of conversion shall
         terminate at the close of business on the Business Day prior to the
         date fixed for redemption.

               (ii) Each Participating Share as a whole (and not a fraction
         thereof) shall be converted into the number of Ordinary Shares as is
         equal to the number determined by

                                       21
<PAGE>

         dividing (i) the sum of the Liquidation Return on the date of
         conversion plus accumulated and unpaid dividends for the period from
         and including the most recent Dividend Payment Date up to and including
         the date of conversion (in respect of such Participating Share) by (ii)
         the Conversion Price in effect on the date of conversion.

               (iii) Conversion of such Participating Shares as are due to be
         converted ("Relevant Shares") shall be effected in such manner as may
         be authorized by applicable law and, without prejudice to the rights of
         the holders of the Participating Shares under this Article 10A(F), as
         the Directors may in their absolute discretion from time to time
         determine for effecting the exercise of the conversion rights attaching
         to the relevant Participating Shares (unless the holders of the
         Participating Shares pass an extraordinary resolution at a class
         meeting of the holders of the Participating Shares electing a
         particular manner of conversion (which extraordinary resolution is in
         effect prior to or at the time of delivery of the Conversion Notice
         relating to the Shares to be converted) in which case conversion shall
         be effected in such manner, provided that such manner complies with
         these Articles and the Statutes). Without limiting the foregoing, the
         conversion of the Participating Shares may be effected by any of the
         methods set out below (and the Directors shall be authorized for all
         relevant purposes pursuant to the authority given by the resolution
         adopting these Articles to so convert the Participating Shares):

                      (a) Conversion may be effected by the redemption of the
               Relevant Shares (or any of them) on the relevant conversion date
               for a sum equal to the Liquidation Return on the date of
               conversion plus accumulated and unpaid dividends for the period
               from and including the most recent Dividend Payment Date up to
               and including the conversion date, out of distributable profits
               of the Company. In that event, the Relevant Shares confer upon
               the holders thereof the right and obligation to subscribe for the
               appropriate number of Ordinary Shares to which such holder is
               entitled in accordance with Article 10A(F)(ii), at such aggregate
               premium, if any, as represents the amount by which the redemption
               monies payable in respect of the Relevant Shares exceeds the
               nominal amount of such number of Ordinary Shares. If redemption
               is to be made in accordance with this Article 10A(F)(iii)(a), the
               Conversion Notice given by or relating to a holder of Relevant
               Shares shall be deemed irrevocably to authorise and instruct the
               Directors to apply the redemption monies payable to such holder
               in subscribing in such holder's name for such Ordinary Shares at
               such premium.

                      (b) Conversion may be effected by the redemption of the
               Relevant Shares (or any of them) on the relevant conversion date,
               for a sum equal to the Liquidation Return on the conversion date
               plus accumulated and unpaid dividends for the period from and
               including the most recent Dividend Payment Date up to and
               including the conversion date, out of the proceeds of a fresh
               issue of shares made for the purposes of redemption or in any
               other manner allowed by the Statutes and these Articles. In that
               event, the Relevant Shares confer on the holders thereof the
               right and obligation to subscribe for the appropriate number of
               Ordinary Shares to which that holder is entitled in accordance
               with Article 10A(F)(ii), at such aggregate premium, if any, as
               represents the amount by

                                       22
<PAGE>

               which the redemption monies payable in respect of the Relevant
               Shares exceeds the nominal amount of such number of Ordinary
               Shares. If redemption is to be made out of the proceeds of a
               fresh issue of shares made for the purposes of the redemption the
               Conversion Notice given by or relating to a holder of Relevant
               Shares shall be deemed irrevocably:

                             (1) to have appointed any Person selected by the
                      Directors as such holder's agent with authority to apply
                      an amount equal to the redemption monies in respect of
                      that holder's Relevant Shares in subscribing and paying on
                      that holder's behalf for the number of Ordinary Shares to
                      which such holder is entitled in accordance with Article
                      10A(F)(ii); and

                             (2) to have authorized and instructed the Directors
                      to pay following the allotment of such Ordinary Shares
                      such redemption monies to such agent who shall be entitled
                      to retain the same for the agent's own benefit without
                      being accountable therefor to such holder.

                      (c) Conversion may be effected by means of consolidation
               and sub-division to the extent that such consolidation and
               sub-division can lawfully be effected in accordance with the
               provisions of the Statutes (or other applicable laws) and these
               Articles. In such case, the requisite consolidation and
               sub-division shall be effected pursuant to the authority given by
               the resolution adopting these Articles as follows. All the
               Relevant Shares held by any holder or joint holders in respect of
               which a Conversion Notice shall have been delivered shall be
               consolidated into one share having a nominal value equal to the
               aggregate nominal value of the Relevant Shares. Such consolidated
               share shall be sub-divided and redesignated into such number of
               Ordinary Shares of 1.25p each (or such other nominal value as may
               be appropriate as a result of any consolidation or sub-division
               of the Ordinary Shares), as is equal to the number of Ordinary
               Shares to which such holder is entitled pursuant to such
               Conversion Notice (fractional entitlements to an Ordinary Share
               being disregarded) and such number of special deferred shares of
               0.001p each, if any, as have an aggregate nominal value equal to
               the amount, if any, by which the aggregate nominal value of such
               Ordinary Shares issued on conversion is less than the aggregate
               nominal value of such consolidated share. Any such special
               deferred shares will have the rights set out in Article
               10A(F)(iv). The Directors shall be authorized for all relevant
               purposes pursuant to the authority given by the resolution
               adopting these Articles to make such arrangements for the
               attribution of value to reflect the redesignation of a U.S.
               dollar denominated share as a sterling denominated share.

                      (d) Provided it is lawful to do so in accordance with the
               Statutes (or other applicable laws) and the Articles, conversion
               may be effected by means of the issue of Ordinary Shares to the
               holders of the Relevant Shares credited as paid up in full out of
               distributable profits or reserves, sums in the Company's share
               premium account or otherwise legally available therefor. In such

                                       23
<PAGE>

               case, the number of Ordinary Shares to be issued shall be the
               number of Ordinary Shares to which such holder is entitled in
               accordance with Article 10A(F)(ii). In such event, upon the issue
               of such Ordinary Shares the Relevant Shares shall be subdivided
               and redesignated by the Directors pursuant to the authority given
               by the resolution adopting these Articles into special deferred
               shares of U.S. 0.001 cents each having the rights set out in
               Article 10A(F)(iv) below.

                      (e) If and to the extent that conversion in accordance
               with the above means (or any other means) would result in an
               illegal reduction of capital or the issue of shares at a discount
               then the Company shall take such action as may be lawful to issue
               such number of Ordinary Shares to the holders of the Relevant
               Shares as may be required by the foregoing provisions of this
               Article 10A(F)(iii) including by way of the issue of bonus shares
               to the holders of the Relevant Shares or otherwise (but in no
               event shall the holders of the Relevant Shares receive a number
               of Ordinary Shares exceeding their entitlement under Article
               10A(F)(ii)).

               (iv) In the case of a conversion effected pursuant to either
         Article 10A(F)(iii)(c) or (d) the special deferred shares arising as a
         result thereof shall on a return of capital in a winding-up or
         otherwise entitle the holder only to the repayment of the amounts paid
         up on such shares after repayment of the capital paid up on the
         Ordinary Shares plus the payment of an additional(pound)50,000 on each
         Ordinary Share and shall not entitle the holder to the payment of any
         dividend nor to receive notice of or to attend or vote at any General
         Meeting of the Company and such conversion shall be deemed to confer
         irrevocable authority on the Company at any time thereafter to appoint
         any person to execute on behalf of the holders of such shares an
         instrument of transfer thereof and/or an agreement to transfer the
         same, without making any payment to the holders thereof, to such person
         as the Directors may determine as custodian thereof and to agree to the
         cancellation and/or purchase by the Company of the same (in accordance
         with the provisions of the Statutes) for a price of 1p for all the
         special deferred shares without obtaining the sanction of the holder
         thereof and pending such transfer and/or agreement to transfer and/or
         cancel and/or purchase to retain the certificate for such shares (if
         any certificate has been issued in respect thereof).

        The Company may at its option (exercisable by resolution of the
        Directors) at any time after the creation of any special deferred shares
        redeem all or any of the special deferred shares then in issue for 1p
        for all the special deferred shares redeemed, at any time upon giving
        the registered holders of such share or shares not less than 28 days'
        previous notice in writing of its intention so to do, such notice fixing
        a time and place for redemption of such shares.

               (v)  The holder of any Participating Shares may exercise the
         conversion right specified in Article 10A(F)(i) by surrendering to the
         Company at its registered office or its registrar the certificate or
         certificates for the Participating Shares to be converted, accompanied
         by written notice specifying the number of shares to be converted with
         any evidence the Directors may reasonably require to prove title of the
         person exercising the right to convert (the "Conversion Notice"). If
         the Company has exercised its limited ability in accordance with
         Article 10A(E)(iii), Article 10A(E)(v) or Article 10A(E)(vii) to

                                       24
<PAGE>

         elect to cause the Participating Shares to be converted into Ordinary
         Shares then a Conversion Notice shall be deemed to have been given upon
         such exercise.

               (vi)   Allotments of Ordinary Shares arising from conversion
         shall be made within 10 Business Days of the delivery of the Conversion
         Notice to the Company. Subject to the provisions of Article
         10A(F)(ix)(h) hereof, as promptly as practicable thereafter, the
         Company shall issue and deliver to or upon the written order of each
         holder of Relevant Shares a new certificate or certificates for the
         number of Ordinary Shares to which such holder is entitled, a new
         certificate for any unconverted Participating Shares comprised in any
         certificate(s) surrendered by such holder, and a cheque or cash with
         respect to any fractional interest in an Ordinary Share, as provided in
         Article 10A(F)(viii) hereof. In the meantime, transfers of new Ordinary
         Shares shall be certified against the register.

               (vii)  Subject to the provisions of Article 10A(F)(ix)(h) hereof,
         the person in whose name the certificate or certificates for Ordinary
         Shares are to be issued shall be entered into the Company's register of
         Members as a holder of record of such Ordinary Shares immediately prior
         to the close of business on the date of conversion. A Conversion Notice
         may only be withdrawn by notice by the holder(s) of the Relevant Shares
         delivered to the Company not less than two Business Days prior to the
         date of conversion.

               (viii) No fractions of Ordinary Shares shall be issued upon
         conversion of Participating Shares. If more than one Participating
         Share shall be surrendered for conversion at any one time by the same
         holder, the number of full Ordinary Shares issuable upon conversion
         thereof shall be computed on the basis of the aggregate number of
         Participating Shares so surrendered. If as a result of conversion
         holders become entitled to fractions of an Ordinary Share, the
         Directors may on behalf of the holders deal with the fractions as they
         reasonably deem to be appropriate. Without limiting the generality of
         the preceding sentence, the Directors may aggregate and sell the
         fractions to a person (including, subject to the provisions of the
         Statutes, the Company) for the best price reasonably obtainable and
         distribute the net proceeds of sale in due proportions amongst the
         holders.

               (ix)   The Conversion Price shall be subject to adjustment from
         time to time as follows, provided that in the event that the holders of
         Participating Shares carrying more than 50% of the voting rights of
         that class exercise their preemptive rights in a transaction to which
         Section 89 of the Companies Act 1985 applies, then the adjustment in
         the Conversion Price provided for in Article 10A(F)(ix)(a) only shall
         not be given effect.

                      (a) Ordinary Shares Issued at Less Than Market Value. If
               the Company shall issue any Ordinary Shares, other than Excluded
               Shares or Ordinary Shares issued in an Excluded Transaction,
               without consideration or for a consideration per share less than
               the Market Value immediately prior to such issuance, the
               Conversion Price in effect immediately prior to each such
               issuance shall immediately (except as provided below) be reduced
               to the price determined by multiplying the Conversion Price in
               effect immediately prior to such issuance by a fraction (A) the
               numerator of which is the sum of (1) the number of Ordinary

                                       25
<PAGE>

               Shares outstanding immediately prior to such issuance and (2) the
               number of Ordinary Shares that the aggregate consideration, if
               any, received by the Company upon such issuance, would purchase
               at such Market Value and (B) the denominator of which is the
               total number of Ordinary Shares outstanding immediately after
               such issuance.

               For the purposes of any adjustment of the Conversion Price
               pursuant to this Article 10A(F)(ix)(a), the following provisions
               shall be applicable.

                             (1) Cash. In the case of the issuance of Ordinary
                      Shares for cash, the amount of the consideration received
                      by the Company shall be deemed to be the amount of the
                      cash proceeds received by the Company for such Ordinary
                      Shares before deducting therefrom any discounts,
                      commissions, taxes or other expenses allowed, paid or
                      incurred by the Company for any underwriting or otherwise
                      in connection with the issuance and sale thereof.

                             (2) Consideration Other Than Cash. In the case of
                      the issuance of Ordinary Shares (otherwise than upon the
                      conversion of shares of Share Capital or other securities
                      of the Company) for a consideration in whole or in part
                      other than cash, including securities acquired in exchange
                      therefor (other than securities by their terms so
                      exchangeable), the consideration other than cash shall be
                      deemed to be either:

                                   (A) the amount determined by an independent
                             valuation undertaken in accordance with Section 108
                             of the Companies Act 1985; and

                                   (B) in the absence of such valuation, the
                             Fair Market Value thereof, irrespective of any
                             accounting treatment.

                      (3) Options and Convertible Securities. In the case of the
               issuance of (x) options, warrants or other rights to purchase or
               acquire Ordinary Shares (whether or not at the time exercisable)
               (but any adjustment pursuant to this provision shall be made only
               to the extent any adjustment shall have not been made pursuant to
               Article 10A(F)(ix)(d)(4) hereof), (y) securities by their terms
               convertible into or exchangeable for Ordinary Shares (whether or
               not at the time so convertible or exchangeable) or (z) options,
               warrants or rights to purchase such convertible or exchangeable
               securities (whether or not at the time exercisable):

                                   (A) the aggregate maximum number of Ordinary
                             Shares deliverable upon exercise of such options,
                             warrants or other rights to purchase or acquire
                             Ordinary Shares shall be deemed to have been issued
                             at the time such options, warrants or rights were
                             issued and for a consideration equal to the
                             consideration (determined in the manner provided in
                             subclauses (1) and (2) above), if any, received by
                             the Company upon the issuance of such options,
                             warrants or rights plus the

                                       26
<PAGE>

                             minimum purchase price provided in such options,
                             warrants or rights for the Ordinary Shares covered
                             thereby;

                                   (B) the aggregate maximum number of Ordinary
                             Shares deliverable upon conversion of or in
                             exchange for any such convertible or exchangeable
                             securities, or upon the exercise of options,
                             warrants or other rights to purchase or acquire
                             such convertible or exchangeable securities and the
                             subsequent conversion or exchange thereof, shall be
                             deemed to have been issued at the time such
                             convertible or exchangeable securities were issued
                             or such options, warrants or rights were issued and
                             for a consideration equal to the consideration, if
                             any, received by the Company for any such
                             convertible or exchangeable securities or options,
                             warrants or rights (excluding any cash received on
                             account of accumulated interest or accumulated
                             dividends), plus the additional consideration
                             (determined in the manner provided in subclauses
                             (1) and (2) above), if any, to be received by the
                             Company upon the conversion or exchange of such
                             securities, or upon the exercise of any related
                             options, warrants or rights to purchase or acquire
                             such convertible or exchangeable securities and the
                             subsequent conversion or exchange thereof;

                                   (C) on any change in the number of Ordinary
                             Shares deliverable upon exercise of any such
                             options, warrants or rights or conversion or
                             exchange of such convertible or exchangeable
                             securities or any change in the consideration to be
                             received by the Company upon such exercise,
                             conversion or exchange (but excluding any change
                             resulting solely from the operation of the
                             anti-dilution provisions thereof if, and only if,
                             such anti-dilution provisions would not require an
                             adjustment to the exercise price or conversion
                             price thereof in the event of any change to the
                             Conversion Price pursuant to the provisions of this
                             Article 10A(F)), the Conversion Price as then in
                             effect shall forthwith be readjusted to such
                             Conversion Price as would have been obtained had an
                             adjustment been made upon the issuance of such
                             options, warrants or rights not exercised prior to
                             such change, or of such convertible or exchangeable
                             securities not converted or exchanged prior to such
                             change, upon the basis of such change;

                                   (D) on the expiration or cancellation of any
                             such options, warrants or rights that are
                             unexercised, or the cancellation or redemption of,
                             or the termination of the right to convert or
                             exchange such convertible or exchangeable
                             securities, if the Conversion Price shall have been
                             adjusted upon the issuance thereof, the Conversion
                             Price shall forthwith be readjusted to such
                             Conversion Price as would have been obtained had an
                             adjustment been made upon the issuance of such
                             options, warrants, rights or such convertible or
                             exchangeable securities on the basis of the
                             issuance of only the number of Ordinary Shares
                             actually issued upon the exercise of such options,
                             warrants or rights, or upon the conversion or
                             exchange of such convertible or exchangeable
                             securities; and

                                       27
<PAGE>

                                                                     Exhibit 3.2

                                   (E) if the Conversion Price shall have been
                             adjusted upon the issuance of any such options,
                             warrants, rights or convertible or exchangeable
                             securities no further adjustment of the Conversion
                             Price shall be made for the actual issuance of
                             Ordinary Shares upon the exercise, conversion or
                             exchange thereof.

                      (b) Excluded Shares. All Excluded Shares shall be deemed
               to be issued and outstanding for all purposes of computations
               under Article 10A(F)(ix)(a).

                      (c) Share Dividends, Subdivisions, Reclassifications or
               Combinations. If the Company shall (1) declare a dividend or make
               a distribution on its Ordinary Shares in additional Ordinary
               Shares which is not paid or made on an equal and ratable basis to
               all holders of Participating Shares, (2) subdivide, split or
               reclassify (by merger, consolidation or otherwise) the
               outstanding Ordinary Shares into a greater number of shares, (3)
               combine or reclassify (by merger, consolidation or otherwise) the
               outstanding Ordinary Shares into a smaller number of shares or
               (4) issue any Ordinary Shares in a reclassification (by merger,
               consolidation or otherwise), the Conversion Price in effect at
               the time of the record date for such dividend or distribution or
               the effective date of such subdivision, combination,
               reclassification or issuance shall be proportionately adjusted so
               that the holder of any Participating Shares surrendered for
               conversion after such date shall be entitled to receive the
               number of Ordinary Shares which such holder would have owned or
               been entitled to receive had such Participating Shares been
               converted immediately prior to such date. Successive adjustments
               in the Conversion Price shall be made whenever any event
               specified above shall occur.

                      (d) Other Distributions. In case the Company shall fix a
               record date for the making of a distribution to all holders of
               Ordinary Shares which is not paid or made on an equal and ratable
               basis to all holders of Participating Shares, (1) of shares of
               any class other than its Ordinary Shares or (2) of evidence of
               indebtedness of the Company or any subsidiary or (3) of assets or
               other property, including, without limitation, securities issued
               by subsidiaries or others (excluding regular cash dividends, and
               dividends or distributions referred to in Article 10A(F)(ix)(c)
               above), or (4) of options, warrants or other rights, in each such
               case the Conversion Price in effect immediately prior thereto
               shall be reduced immediately thereafter to the price determined
               by dividing (A) an amount equal to the difference resulting from
               (1) the number of Ordinary Shares outstanding on such record date
               multiplied by the Conversion Price per Ordinary Share on such
               record date less (2) the Fair Market Value of such shares or
               evidences of indebtedness or assets or rights or warrants to be
               so distributed, by (B) the number of Ordinary Shares outstanding
               on such record date. Such adjustment shall be made successively
               whenever such a record date is fixed. In the event that such
               distribution is not so made, the Conversion Price then in effect
               shall be readjusted, effective as of the date when the Directors
               determine not to distribute such shares, evidences of
               indebtedness, assets, property, options, rights or warrants, as
               the case may be, to the Conversion Price which would then be in
               effect if such record date had not been fixed.

                                       28
<PAGE>

                      (e) Consolidation, Merger, Sale, Lease or Conveyance. In
               case of any consolidation, amalgamation, or merger of the Company
               with or into another corporation or entity, or in case of any
               sale, lease or conveyance to another corporation or entity of the
               assets of the Company as an entirety or substantially as an
               entirety, each Participating Share shall after the date of such
               consolidation, amalgamation, merger, sale, lease or conveyance be
               convertible into the number of shares of stock or other
               securities or property (including cash) to which the Ordinary
               Shares issuable (immediately prior to the time of such
               consolidation, merger, sale, lease or conveyance) upon conversion
               of each such Participating Shares would have been entitled upon
               such consolidation, amalgamation, merger, sale, lease or
               conveyance, and in any such case, if necessary, the provisions
               set forth herein with respect to the rights and interests
               thereafter of the holders of the Participating Shares shall be
               appropriately adjusted so as to be applicable, as nearly as may
               reasonably be possible, to any shares of stock or other
               securities or property thereafter deliverable on the conversion
               of the Participating Shares.

                      (f) Rounding of Calculations. All calculations under this
               Article 10A(F)(ix) shall be made to the nearest U.S. cent or to
               the nearest one ten thousandth of a share, as the case may be.

                      (g) Adjustments for American Depositary Shares. All
               computations and calculations under this Article 10A(F)(ix)
               shall, at the time of determination, give effect to the then
               applicable ratio of Ordinary Shares to American depositary shares
               representing such Ordinary Shares at the time of determination
               and shall be adjusted accordingly (it being recognized that such
               ratio is four Ordinary Shares per American depositary share on
               the Issue Date). Without limiting the generality of the preceding
               sentence, the computations and calculations relating to Market
               Value in Article 10A(F)(ix)(a) shall be based on the Market Value
               for American depositary shares representing Ordinary Shares of
               the Company as adjusted by then applicable ratio of Ordinary
               Shares to American depositary shares (it being recognized that
               Market Value initially is to be divided by 4 to reflect the ratio
               of four Ordinary Shares per American depositary share on the
               Issue Date).

                      (h) Timing of Issuance of Additional Ordinary Shares Upon
               Certain Adjustments. In any case in which the provisions of this
               Article 10A(F)(ix) shall require that an adjustment shall become
               effective immediately after a record date for an event, the
               Company may defer until the occurrence of such event (1) issuing
               to the holder of any Participating Shares converted after such
               record date and before the occurrence of such event the
               additional Ordinary Shares issuable upon such conversion by
               reason of the adjustment required by such event over and above
               the Ordinary Shares issuable upon such conversion before giving
               effect to such adjustment and (2) paying to such holder any
               amount of cash in lieu of any fractional Ordinary Shares,
               provided, that the Company, upon request, shall deliver to such
               holder a due bill or other appropriate instrument evidencing such
               holder's right to receive such additional Ordinary Shares, and
               such cash, upon the occurrence of the event requiring such
               adjustment.

                                       29
<PAGE>

               (x) Whenever the Conversion Price shall be adjusted, the Company
         shall forthwith file, at the office of the registrar, at the registered
         office of the Company, and at the principal office of the Company in
         the United States, a statement showing in detail the facts requiring
         such adjustment and the Conversion Price that shall be in effect after
         such adjustment, and the Company shall also cause a copy of such
         statement to be sent by reputable overnight air courier service, to
         each holder of Participating Shares at its address appearing on the
         Company's records.

               (xi) In the event the Directors have, or the Company has, agreed
         or otherwise formally determined to take any action of the type
         described in clause (a) (but only if the action of the type described
         in clause (a) would result in an adjustment in the Conversion Price),
         (c), (d) or (e) of Article 10A(F)(ix) hereof, the Company shall give
         notice to each holder of Participating Shares, in the manner set forth
         in Article 10A(F)(ix) hereof, which notice shall specify the record
         date, if any, with respect to any such action and the approximate date
         on which such action is to take place. Such notice shall also set forth
         such facts with respect thereto as shall be reasonably necessary to
         indicate the effect of such action (to the extent such effect may be
         known at the date of such notice) on the Conversion Price and the
         number, kind or class of shares or other securities or property which
         shall be deliverable upon conversion of Participating Shares. In the
         case of any action which would require the fixing of a record date,
         such notice shall be given at least ten days prior to the date so
         fixed, and in case of all other action, such notice shall be given at
         least ten days prior to the taking of such proposed action. Failure to
         give such notice, or any defect therein, shall not affect the legality
         or validity of any such action.

               (xii) The Company shall pay all U.K. documentary, stamp, transfer
         or similar taxes, plus any fees of the depositary for American
         depositary shares, attributable to the issuance or delivery of Ordinary
         Shares or American depositary shares representing Ordinary Shares upon
         conversion of any Participating Shares, provided that the Company shall
         not be required to pay any taxes which may be payable in respect of any
         transfer involved in the issuance or delivery of any certificate for
         such shares in a name other than that of the holder of the
         Participating Shares in respect of which such shares are being issued.

               (xiii) The Company shall at all times so long as any
         Participating Shares remain outstanding, have sufficient authorized
         Share Capital available for allotment and issue (i) to permit the
         issuance of additional Participating Shares as dividends or by way of
         bonus issue on the Participating Shares and (ii) to permit the
         conversion of all Participating Shares in issue from time to time into
         Ordinary Shares in accordance with these Articles.

               (xiv) If any Ordinary Shares to be issued for the purpose of
         conversion of Participating Shares require registration with or
         approval of any governmental authority under any U.S. federal or state,
         English or other non-U.S. law before such shares may be validly issued
         or delivered upon conversion, then the Company will in good faith and
         as expeditiously as possible endeavour to secure such registration or
         approval, as the case may be. If, and so long as, any Ordinary Shares
         into which the Participating Shares are then convertible are listed or
         quoted on any U.S., U.K. or other securities exchange or

                                       30
<PAGE>

         market, the Company will, if permitted by the rules of such securities
         exchange or market, list and keep listed or quoted on such securities
         exchange or market, upon official notice of issuance, all such shares
         issuable upon conversion.

               (xv) All Ordinary Shares that may be issued upon conversion of
         the Participating Shares will upon issuance by the Company be duly and
         validly issued, fully paid and non-assessable, not issued in violation
         of any preemptive rights arising under law or contract, and free from
         all taxes, liens and charges with respect to the issuance thereof, and
         the Company shall take no action which will cause a contrary result
         (including without limitation, any action which would cause the
         Conversion Price to be less than the nominal value, if any, of the
         Ordinary Shares).

               (xvi) Notwithstanding the foregoing provisions of this Article
         10A(F) (and subject to the terms of the relevant American depositary
         receipt agreement), if the holder of any Participating Shares so
         specifies in the Conversion Notice, the Company shall cause to be
         delivered to the holder of the said Participating Shares, upon
         conversion of the specified Participating Shares, American depositary
         receipts evidencing the number of American depositary shares
         representing the Ordinary Shares into which such Participating Shares
         have been converted. Any American depositary shares that may be issued
         upon such conversion shall upon issuance be duly and validly issued and
         entitled to the benefits specified therein and in the deposit agreement
         relating to such American depositary shares, and the Company shall take
         no action which will cause a contrary result. For the purposes of this
         Article 10A(F) (including without limitation, Articles 10A(F)(vii),
         10A(F)(ix) and 10A(F)(xv)) all references to Ordinary Shares shall be
         deemed, to the fullest extent possible, to apply to the American
         depositary shares representing such Ordinary Shares and all references
         to share certificates to the American depositary receipts representing
         such American depositary shares.

(G)     Liquidation Return

               (i) In the event of the liquidation, winding-up or dissolution of
         the Company, whether voluntary or involuntary, the holders of
         Participating Shares then outstanding, after payment or provision for
         payment of the debts and other liabilities of the Company, and before
         any distribution to holders of any Junior Securities of the Company,
         shall be entitled to be paid out of the assets of the Company available
         for distribution to its shareholders an amount per Participating Share
         in cash equal to the greater of (a) the then effective Liquidation
         Return per share plus accumulated and unpaid dividends from and
         including the most recent Dividend Payment Date through and including
         the date of liquidation, winding-up or dissolution and (b) the amount
         that would be payable to the holders of the Participating Shares if the
         Participating Shares had been converted into Ordinary Shares
         immediately prior to such liquidation, winding-up or dissolution. In
         the event the assets of the Company available for distribution to the
         holders of the Participating Shares upon any dissolution, winding-up or
         liquidation of the Company shall be insufficient to pay in full the
         liquidation payments payable to the holders of outstanding
         Participating Shares and of all other Parity Securities, the holders of
         Participating Shares and all other Parity Securities shall share in
         such distribution of assets on a pro rata basis in proportion to the
         amount which would be payable on such

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