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Summary of

SECURITIES ACT (SERCO GROUP PLC) EXEMPTION NOTICE 2000

SR 2000/29

Gazetted on 9 March 2000

This notice expires on 1 March 2005.

Exemption for equity securities

Serco Group plc (Serco) is exempted from sections 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 8) in respect of ordinary shares or rights or options to acquire ordinary shares in Serco offered to employees of Serco Gardner Merchant Limited and Serco Project Engineering Limited under an employee share purchase scheme.

Condition

The exemption is subject to the condition that before subscribing for the securities Serco has delivered to the person to whom the offer is made:

• a copy of the current rules of the employee share purchase scheme; and
• a copy of Serco's most recent annual report.

Registered banks, overseas banks, and the Halifax Building Society (the savings scheme issuer) are exempted from sections 33(2), 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 8) in respect of interests in a savings scheme which are debt securities associated with the employee share purchase scheme.

Condition

The exemption is subject to the condition that before the offer is made the person to whom the offer is made has been given:

• a copy of the current rules of the employee share purchase scheme to which the savings scheme relates; and
• a copy of the most recent annual report of the savings scheme issuer.

Effects of the exemption

Serco is exempted subject to conditions from the prospectus and investment statement requirements of the Act and the Regulations, except regulation 8) in respect of shares, rights or options issued under an employee share purchase scheme to employees of Serco Gardner Merchant Limited and Serco Project Engineering Limited. Serco has a 50% interest in these two companies.

Registered banks, overseas banks, and a named building society are exempted from the same requirements in respect of interests in a savings scheme issued in connection with the employee share purchase scheme.

Reasons

Serco holds a 50% joint venture interest in each of the two companies through its subsidiary Serco Group NZ Limited (Serco NZ). Accordingly they are not "subsidiaries" of Serco NZ for the purposes of the Securities Act (United Kingdom Issuers Employee Share Purchase Schemes) Exemption Notice 1997. In other respects an offer of securities to the employees of the joint venture companies under the employee share scheme would comply with the terms of that notice.

There is no difference under United Kingdom law between the rights and obligations of employees of subsidiary companies and joint venture companies of Serco. Under this exemption the employees of the joint venture companies are able to participate in the scheme in the same way as any employees of a joint venture company in the United Kingdom or elsewhere.

The joint venture companies are locally managed by Serco NZ. Employees are assumed to have knowledge of Serco NZ on the basis of their employment with one or other of the joint venture companies.

Participation in the scheme is optional, and, at any time before the shares are allotted at the end of the saving period, employees can elect not to exercise their option to acquire the shares.