Preliminary agreement to acquire ABB's Upstream OGP FOR RELEASE ON TUESDAY 28 OCTOBER 2003 Candover*, 3i and JPMorgan Partners announce preliminary agreement to acquire most of ABB's Upstream Oil, Gas and Petrochemicals Division A private equity syndicate comprising Candover Partners Limited, 3i Group PLC and JPMorgan Partners LLC today announces that it has signed a preliminary agreement with ABB to acquire most of the upstream Oil, Gas and Petrochemicals business from ABB, the Swiss-Swedish engineering group. The price range is between US$ 925 million and US$ 975 million. The acquisition would be subject to the completion of negotiations and the signing of a definitive Sale & Purchase Agreement, as well as satisfactory completion of a legal compliance review. The documentation and the consortium's financing arrangements are very well advanced and are expected to be completed by the end of the year, at which point a further announcement will be made. The mainly downstream business ABB Lummus Global is not included in the acquisition. ABB's upstream business has 7,500 employees across 31 countries and had revenues of US $1.7 billion in 2002. *References to "Candover" mean Candover Investments plc and/or, where appropriate, one or more of its subsidiaries. Contacts: For Candover: Julie Foster/Tim Lynch, Tulchan Communications 020 7353 4200 For 3i: Joanna McCulloch, Press Office 020 7975 3573 For JPMorgan Partners: Brooke Harlow, Vice President 001 212 270 7381 Notes to Editors: About OGP ABB OGP is a major global participant in the oilfield services sector and provides a portfolio of hi tech proprietary products and services. It routinely serves all the major international oil companies, national oil companies, as well as independent oil producers throughout the world. ABB OGP comprises two major subsidiaries: Vetco Gray and Offshore Systems. Vetco Gray manufactures drilling and production equipment installed on drilling rigs and production platforms; and Offshore Systems, (which includes Subsea Systems, Modification and Maintenance, Floating Production Systems), designs and manages the installation of subsea production systems, modification and maintenance of existing offshore installations and constructs new build fixed and floating production facilities. In 2002, the Group reported turnover of $1.72bn with 7,500 employees across 31 countries. About Candover Candover is a leading provider of equity for large European buyouts. Since its formation in 1980, it has raised eight major funds, invested in 119 deals with a total value of over �24 billion and led or co-led 97 of these transactions. Investment in deals by Candover is provided in two forms; from Candover Investments plc, a publicly quoted investment trust capitalised at �403 million, and from funds managed by Candover Partners, a wholly owned subsidiary. Candover closed the Candover 2001 Fund in June 2002, raising �2.7 billion. Previous investments in the oilfield services sector include Pipeline Integrity International Limited (PII), the global market leader in pipeline inspection services for the oil and gas industry in 1999. Candover sold PII in 2002 to GE Power Systems. In 2003, Candover led the �141 million MBI of Wellstream, a manufacturer of flexible pipe for the offshore oil and gas sector, from Halliburton Inc. Transactions other than Wellstream backed by the Candover 2001 Fund include the �198 million buyout of Equity Trust, a global provider of trust and fiduciary services, the �1.1 billion acquisition of academic publisher BertelsmannSpringer, the �1.9 billion buyout of Gala, the retail gaming company, the �1 billion buyout of Belgium-based Ontex, a leading European producer of hygiene products for the babycare, feminine hygiene and adult care markets, the �600 million buyout of Kluwer Academic Publishers, the �709 million formation of Aspen Insurance (formerly known as Wellington Re), one of the largest independent reinsurance vehicles in the UK market, and the �393 million buyout of Swissport, a global ground handling business, from the former Swissair Group AG. The Candover Group has offices in London, Paris and D�sseldorf, and a local advisor in Madrid. For further information, please visit the company website: www.candover.com Candover Partners Limited is authorised and regulated by the Financial Services Authority. About 3i Group 3i brings capital, knowledge and connections to the creation and development of businesses around the world. It invests in a wide range of opportunities from start-ups to buy-outs and buy-ins, focusing on businesses with high growth potential and strong management. 3i invests in businesses across three continents through local investment teams in Europe, Asia Pacific and the USA. To date, 3i has invested over �22 billion (including co-investment funds). As at 31st March 2003 3i's total funds under management was �8bn. With 40 companies currently in the Oil and Gas Portfolio, 3i is Europe's most active investor in the Oil and Gas Sector. Previous investments include John Wood Group plc, the UK's largest oil service company which was floated in 2002 and Venture Production plc, which was also floated in 2002, we invested in Sensor Highway, which manufactures fibre optic measurement tools in 1997 and sold to Schlumberger in 2001 and Sparrows Offshore the crane management business which 3i sold in 2003 for �.42m. Transactions backed by 3i include the �227m MBO of Go Fly the low cost airline spun out of British Airways, the �550m MBO of Fairview Homes the construction and house building company, the �227m MBO of EIG the educational arm of VNU, the �500m MBO of the European directories business of Verizon Information Service, the �427m MBO of Westminster Healthcare a leading provider of healthcare services, the $103m MBO/MBI of Pinewood Shepperton, Europe's leading film and television studio and the �425m MBO of SR Technics the leading provider of technical support for aircraft engines and components. For further information please visit out website at www.3i.com About JPMorgan Partners: JPMorgan Partners (JPMP), formerly Chase Capital Partners, is a global partnership with approximately $23 billion under management (as of March 31, 2003). It is a leading provider of private equity and has closed over 1,000 individual transactions since its inception in 1984. JPMorgan Partners has extensive experience investing in the oil and gas services sector and includes companies such as R&B Falcon, Encore Acquisition Partners, Bear Paw Energy and Carrizo Oil & Gas as part of its sector portfolio. Since its inception, JPMorgan Partners has made over 49 investments in the oil and gas sector. JPMP has more than 150 investment professionals in eight offices throughout the world. JPMorgan Partners' primary limited partner is J.P. Morgan Chase & Co. (NYSE: JPM), one of the largest financial institutions in the United States. For additional information, please visit our website at www.jpmorganpartners.com END

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