MRF Moorfield Grp.

RNS Number:8801Z
Moorfield Group PLC
5 March 2001

PART 2

APPENDIX II

DEFINITIONS

The following definitions apply throughout this announcement, unless the
context otherwise requires:

"Act"                  the Companies Act 1985 (as amended)
       
"Authorisations"       authorisations, orders, grants, recognitions,          
                       confirmations, consents, clearances, certificates,     
                       permission or approvals
       
       
"Bank of Scotland"     The Governor and Company of the Bank of Scotland
       
"City Code"            the City Code on Takeovers and Mergers
       
"Deloitte & Touche     Deloitte & Touche Corporate Finance, a division of
Corporate Finance"     Deloitte & Touche
       
"Directors" or "Board" the directors of Moorfield
       
"Employee Benefit      the Moorfield Group PLC employee benefit trusts 
Trusts"                constituted by a trust deed dated 29 April 1999 and    
                       known as the Moorfield Group PLC Employee Benefit Trust
                       No. 1 and a trust deed dated 9 July 1999 and known as  
                       the Moorfield Group PLC Employee Benefit Trust No. 2 
       
"Enlarged Group"       Stessa Holdings and its subsidiary undertakings        
                       following the acquisition of Moorfield by Stessa
       
"Form of Acceptance"   the form of acceptance and authority issued in         
                       connection with the Offer accompanying the Offer       
                       Document and "Forms of Acceptance" shall be construed  
                       accordingly
       
"Hoare Govett          Hoare Govett Limited
       
"Independent           Sir Brian Corby, Odile Griffith and John Marples
Directors" 
       
"Inducement Fee"       the fee payable by Moorfield as described in paragraph 
                       13 in this announcement
       
"Institutional Loan"   the subordinated loan from Bank of Scotland to Stessa, 
                       ranking pari passu with Stessa Loan Notes
       
"Institutional Loan    the agreement dated 5 March 2001 between Bank of
Agreement"             Scotland, Stessa and Stessa Holdings for the provision 
                       of the Institutional Loan
       
"Investment Agreement" the investment agreement referred to in paragraph 7(b) 
                       of Appendix IV to the Offer Document
       
"Investors"            Uberior Investments and the Management Investors
       
"Listing Rules"        the listing rules of the UK Listing Authority
       
"London Stock          London Stock Exchange plc
Exchange"
       
"Management" or        Marc Gilbard, Graham Stanley and Graham Sidwell, being
"Management Team"      the executive directors of Moorfield
       
"Management Investors" Marc Gilbard, Graham Stanley and the Employee Benefit  
                       Trusts and certain other employees of Moorfield who    
                       elect to invest in Stessa Holdings B Shares and Stessa 
                       Loan Notes
       
"Moorfield" or         Moorfield Group PLC
"the Company"       
       
"Moorfield Group"      Moorfield and its subsidiary undertakings and where the
                       context permits, each of them (and "member of the      
                       Moorfield Group" shall be construed accordingly)
       
"Moorfield Share       the Moorfield Group PLC Approved Senior Executive Share
Option Schemes"        Option Scheme and the Moorfield Group PLC Unapproved   
                       Executive Share Option Scheme 
       
"Moorfield             holders of Moorfield shares
Shareholders"       
       
"Moorfield Shares"     the existing unconditionally allotted or issued and    
                       fully paid ordinary shares of 1 pence each in          
                       Moorfield and any further such shares which are        
                       unconditionally allotted and/or issued and fully paid  
                       (or credited as fully paid) before the date on which   
                       the Offer closes (or such earlier date as Stessa may,  
                       subject to the City Code, decide)
       
"Offer"                the recommended cash offer by Deloitte & Touche        
                       Corporate Finance on behalf of Stessa to acquire the   
                       entire issued and to be issued share capital of        
                       Moorfield on the terms and subject to the conditions   
                       set out in the Offer Document and the Form of          
                       Acceptance including, where the context requires, any  
                       subsequent revision, variation, extension or renewal of
                       such Offer
       
"Offer Document"       the document containing the Offer posted to Moorfield  
                       Shareholders on 5 March 2001
       
"Offer Price"          40 pence per Moorfield Share
       
"Official List"        the list maintained by the UK Listing Authority        
                       pursuant to Part IV of the Act
       
"Panel"                the Panel on Takeovers and Mergers
       
"Rollover Proposal"    the rollover proposal to holders of options under the  
                       Moorfield Group PLC Unapproved Executive Share Option  
                       Scheme as described in paragraph 6 of Part 1 of the    
                       Offer Document
       
"Stessa" or            Stessa Limited, registered in England and Wales with
the "Offeror"          company number 4137220
       
"Stessa Group"         Stessa and its subsidiary undertakings and where the   
                       context permits, each of them (and "member of the      
                       Stessa Group" shall be construed accordingly)
       
"Stessa Holdings"      Stessa Holdings Limited, registered in England and     
                       Wales with company number 4137085
       
"Stessa Holdings A     A ordinary shares of #0.01 each in the capital of      
Shares"                Stessa
       
"Stessa Holdings B     B ordinary shares of #0.01 each in the capital of
Shares"                Stessa
       
"Stessa Loan Notes"    the #2.864 million in nominal amount of unsubordinated 
                       secured loan notes to be issued to the Management      
                       Investors by Stessa
       
"subsidiary",          shall be construed in accordance with the Act (but for
"subsidiary            this purpose ignoring paragraph 20(1)(b) of Schedule 4A
undertaking",          of the Act)
"associated 
undertaking" and 
"undertaking"         
       
"Uberior Investments"  Uberior Investments Plc, a wholly-owned subsidiary of  
                       Bank of Scotland
       
"UK" or "United        the United Kingdom of Great Britain and Northern
Kingdom"               Ireland
       
"UK Listing Authority" the Financial Services Authority acting in its capacity
                       as the competent authority for the purposes of Part IV 
                       of the Financial Services Act 1986 and in the exercise 
                       of its functions in respect of admission to the        
                       Official List otherwise than in accordance with Part IV
                       of the Act
       
"US Act"               the US Securities Act of 1933, as amended, and the     
                       rules and Regulations promulgated thereunder
       
"United States" or     the United States of America, its possessions and
"US"                   territories, all areas subject to its jurisdiction or  
                       any subdivision thereof, any state of the United States
                       and the District of Columbia

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