Proposed acquisition -13-


Shares which have an aggregate nominal value equal to the aggregate nominal 
value of the Scheme Shares cancelled and issuing the New Ortac Shares to 
Templar. Holders of Scheme Shares will then receive New Templar Shares on the 
basis set out above. 
 
For the Acquisition to become effective the Ortac Special Resolution must be 
passed by Ortac Shareholders at the Ortac General Meeting and the Scheme must be 
approved by a majority in number of those Scheme Shareholders present and voting 
either in person or by proxy at the Court Meeting representing 75 per cent. or 
more in value of all Scheme Shares held by such Scheme Shareholders. The Scheme 
also requires the sanction of the Court, as well as satisfaction or waiver of 
the other implementation Conditions set out below. The Scheme will become 
effective in accordance with its terms on delivery of an office copy of the 
Court Order to the Registrar of Companies. 
 
Upon the Scheme becoming effective, it will be binding on all Ortac 
Shareholders, irrespective of whether or not, being entitled to do so, they 
attended or voted at the Court Meeting or the Ortac General Meeting. If the 
Scheme becomes effective, the New Ortac Shares will be issued to Templar fully 
paid and free from all liens, equitable interests, charges, encumbrances and 
other third party rights of any nature whatsoever and together with all rights 
attaching to them, including the right to receive and retain all dividends and 
distributions (if any) declared, made or payable after the Effective Date. Ortac 
will not declare, make or pay any dividends or distributions prior to the 
Effective Date. 
 
On the Effective Date, share certificates in respect of Ortac Shares will cease 
to be valid. 
 
(b) The Meetings 
Before the Court's approval can be sought to sanction the Scheme, the Scheme 
will require approval by the holders of Scheme Shares at the Court Meeting and 
the passing of the Special Resolution by Ortac Shareholders at the Ortac General 
Meeting. Notices of the Court Meeting and the Ortac General Meeting are set out 
in Parts 8 and 9 of the Scheme Document respectively. 
 
All holders of Scheme Shares and other Ortac Shares whose names appear on the 
register of members of Ortac at 6.00 p.m. on 23 August 2010 or, if either the 
Court Meeting or the Ortac General Meeting is adjourned, on the register of 
members at 6.00 p.m. on the date two days before the date set for the adjourned 
Meeting, will be entitled to attend and vote at the relevant Meeting in respect 
of the number of Scheme Shares or Ortac Shares respectively registered in their 
names at the relevant time, as further described below. 
 
(i)             The Court Meeting 
The Court meeting which has been convened for 10 a.m. on 25 August 2010, is 
being held at the direction of the Court to seek the approval of Scheme 
Shareholders for the Scheme (with or without modification). At the Court 
Meeting, voting will be by way of a poll and each Scheme Shareholder present in 
person or by proxy will be entitled to one vote for each Scheme Share held. The 
approval required at the Court Meeting is a majority in number of those Scheme 
Shareholders present and voting, either in person or by proxy, representing 75 
per cent. or more in value of all Scheme Shares held by such Scheme Shareholders 
 
(ii)            The Ortac General Meeting 
The Ortac General Meeting has been convened for 10.15 a.m. on 25 August 2010 (or 
as soon thereafter as the Court Meeting has been concluded or adjourned), to 
consider and, if thought fit, pass a special resolution (which requires votes in 
favour representing at least 75 per cent. of the votes cast) to approve: (a) the 
giving of authority to the Ortac Directors to take all such action as they may 
consider necessary or appropriate for carrying the Scheme into effect; (b) the 
reduction of Ortac's share capital equal to the nominal value of the Scheme 
Shares which are to be cancelled pursuant to the Scheme and the subsequent issue 
of New Ortac Shares to Templar (or their nominee(s)) in accordance with the 
Scheme; and (c) the giving of authority to the Directors pursuant to section 551 
to allot securities in Ortac. 
 
Settlement 
Subject to the Scheme becoming effective, and except with the consent of the 
Panel, settlement of the consideration to which any Scheme Shareholder is 
entitled under the Scheme will be implemented in full, in the manner set out 
below, free of any liens, rights of set off, counterclaims or other analogous 
rights to which Templar may otherwise be, or claim to be, entitled against such 
Scheme Shareholder. 
 
Settlement of the consideration to which each Scheme Shareholder is entitled 
shall be effected so that the New Templar Shares to which the Scheme Shareholder 
becomes entitled under the Scheme shall be issued or transferred (as the case 
may be) to such person in certificated form. Definitive certificates for the New 
Templar Shares shall be despatched no later than 14 days after the Effective 
Date by first-class post (or any other method as may be approved by the Panel) 
 
Conditions to the implementation of the Scheme and the Acquisition 
 
The Acquisition is conditional upon the Scheme becoming effective by 30 
September 2010 or such later date as Templar and Ortac may, with the consent of 
the Panel, agree and (if required) the Court may allow. 
 
1 The Scheme will be subject to the following conditions: 
 
(a) the approval of the Scheme by a majority in number, representing not less 
than three-fourths in value, of the holders of Ortac Shares present and voting, 
whether in person or by proxy, at the Court Meeting (or any adjournment 
thereof); 
 
(b) the Ortac Resolution being duly passed by the requisite majority at the 
Ortac General Meeting (or any adjournment thereof); 
 
(c) the GM Resolutions being duly passed at the General Meeting (or any 
adjournment thereof) ; 
 
(d) admission of the New Templar Shares to trading on AIM becoming effective in 
accordance with the AIM Rules or if Templar so determines (subject to consent of 
the Panel) the London Stock Exchange agreeing to admit such shares to trading on 
AIM subject to the allotment of such New Templar Shares and/or the Scheme 
becoming or being declared unconditional in all respects; and 
 
(e) the sanction of the Scheme (with or without modification on terms acceptable 
to Templar and Ortac) and the confirmation of the associated capital reduction 
by the Court, an office copy of the Court Order and the minute of such reduction 
attached thereto being delivered for registration to the Registrar of Companies 
and, in relation to the capital reduction, the Court Order being registered by 
him. 
 
2 In addition, Templar and Ortac have agreed that, subject to the requirements 
of the Panel in accordance with the City Code, the Acquisition will be 
conditional upon the following matters and, accordingly, the Court Order 
sanctioning the Scheme will not be delivered to the Registrar of Companies for 
registration unless such Conditions have been satisfied or waived: 
 
(a) no authority or any other court or competition, antitrust or supervisory 
body or other government, governmental or regulatory agency or body in any 
jurisdiction and whose consent or clearance is required in order for the 
Acquisition to proceed (each a "Relevant Authority") having decided to take, 
institute, implement or threaten any action, proceeding, suit, investigation, 
enquiry or reference, or having enacted, made or proposed, and there not 
continuing to be outstanding, any statute, regulation, notice, order or decision 
that would or might be reasonably expected to: 
(i) make the Acquisition or the acquisition or proposed acquisition of any 
shares in, or control or management of, Ortac by Templar or any member of the 
Templar Group void, unenforceable and/or illegal in any jurisdiction or directly 
or indirectly prohibit, restrain, prevent or otherwise restrict, materially 
delay or otherwise interfere with the implementation of, or impose material 
additional conditions or obligations with respect to, or otherwise challenge or 
interfere with, the Acquisition or the acquisition of any shares in, or control 
or management of, Ortac by any member of the Templar Group; 
(ii) require, prevent or delay the divestiture (or alter the terms of any 
proposed divestiture) by the Templar Group or the Ortac Group of all or any part 
of their respective businesses, assets or properties, or impose any limitation 
on their ownership of any of their respective assets or properties or any part 
thereof; 
(iii) impose any limitation on, or result in any delay in, the ability of any 
member of the Templar Group to acquire or hold or exercise effectively, directly 
or indirectly, all or any rights of ownership of shares or other securities (or 
the equivalent) in, or to exercise management control over, any member of the 
Ortac Group or on the ability of any member of the Ortac Group to hold or 
exercise effectively, directly or indirectly, all or any rights of ownership of 
shares or other securities (or the equivalent) in, or to exercise management 
control over, any other member of the Ortac Group; 
(iv) other than in the implementation of the Acquisition, require any member of 
the Templar Group or of the Ortac Group to acquire or offer to acquire any 
shares or other securities (or the equivalent) or interest in any member of the 
Ortac Group or any member of the Templar Group; 
(v) impose any material limitation on the ability of any member of the Templar 
Group to integrate or co-ordinate its business, or any part of it, with the 
businesses or any part of the businesses of any member of the Ortac Group or 
conduct all or part of their respective businesses following the implementation 
of the Acquisition; or 
(vi) otherwise adversely affect the business, assets, financial or trading 
position or profits or prospects of any member of the Ortac Group, 
in each case to an extent which is material in the context of the Acquisition or 
the Templar Group taken as a whole, and all applicable waiting and other time
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