AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

ONESOURCE SERVICES INC.,

and

Dated as of October 7, 2007

Table of Contents

				PAGE
ARTICLE I		THE MERGER			1
1.1		The Merger; Pre-Merger Actions			1
1.2		Effective Time			1
1.3		Effects of the Merger			2
1.4		Conversion of Target Ordinary Shares			2
1.5		Merger Sub Membership Interests			2
1.6		Certificate of Formation of the Surviving Company			2
1.7		Limited Liability Company Agreement of the Surviving Company			3
1.8		Directors and Officers of the Surviving Company			3
1.9		Alternative Structures			3
1.10		Spin-Off Election			3
ARTICLE II		EXCHANGE OF CERTIFICATES			3
2.1		Payment for Target Ordinary Shares			3
2.2		Payment Procedures			4
2.3		Dissenting Shares			6
ARTICLE III		REPRESENTATIONS AND WARRANTIES OF TARGET			6
3.1		Corporate Organization			7
3.2		Capitalization			8
3.3		Authority; No Violation			9
3.4		Consents and Approvals			9
3.5		Reports			10
3.6		Financial Statements			10
3.7		Advisor’s Fees			11
3.8		Absence of Certain Changes or Events			11
3.9		Legal Proceedings			11
3.10		Taxes and Tax Returns			11
3.11		Employees; Labor			14
3.12		Reports			17
3.13		Compliance with Applicable Law; Licenses			17
3.14		Certain Contracts			18

Table of Contents
(CONTINUED)

				PAGE
3.15		Agreements with Regulatory Agencies			19
3.16		Undisclosed Liabilities			19
3.17		Environmental Liability			19
3.18		Takeover Laws			20
3.19		Intellectual Property			20
3.20		Internal Controls			21
3.21		Insurance			21
3.22		Affiliate Transactions			21
3.23		Certain Payments			21
3.24		Target Information			22
3.25		Shareholder Agreement			22
ARTICLE IV		REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			22
4.1		Corporate Organization			23
4.2		Authority; No Violation			23
4.3		Consents and Approvals			24
4.4		Financing			24
4.5		Advisor’s Fees			24
4.6		Merger Sub			24
4.7		Parent Information			25
ARTICLE V		COVENANTS RELATING TO CONDUCT OF BUSINESS			25
5.1		Conduct of Businesses Prior to the Effective Time			25
5.2		Target Forbearances			25
5.3		Parent and Merger Sub Forbearances			28
ARTICLE VI		ADDITIONAL AGREEMENTS			28
6.1		Further Actions			28
6.2		Access to Information			29
6.3		Approvals			30
6.4		Legal Conditions to Merger			30
6.5		Financing			31

Table of Contents
(CONTINUED)

				PAGE
6.6		Indemnification; Directors’ and Officers’ Insurance			31
6.7		Advice of Changes			32
6.8		No Solicitation			32
6.9		Entity Classification Election			33
ARTICLE VII		CONDITIONS PRECEDENT			33
7.1		Conditions to Each Party’s Obligation To Effect the Merger			33
7.2		Conditions to Obligations of Parent and Merger Sub			34
7.3		Conditions to Obligations of Target			34
ARTICLE VIII		TERMINATION AND AMENDMENT			35
8.1		Termination			35
8.2		Effect of Termination			36
8.3		Amendment and Other Matters			36
8.4		Extension; Waiver			36
ARTICLE IX		GENERAL PROVISIONS			37
9.1		Closing			37
9.2		Nonsurvival of Representations, Warranties and Agreements			37
9.3		Fees and Expenses			37
9.4		Notices			37
9.5		Interpretation			38
9.6		Entire Agreement			39
9.7		Governing Law			39
9.8		Jurisdiction			39
9.9		WAIVER OF JURY TRIAL			40
9.10		Publicity			40
9.11		Assignment; Third Party Beneficiaries			40
9.12		Specific Performance			41
9.13		Severability			41
9.14		Counterparts			41

Table of Contents
(CONTINUED)

Exhibits and Schedules :

Exhibit A		Shareholder Agreement
Exhibit B		Form of Target Shareholder Approval
Schedule 1.10		Spin-Off Election
Schedule 2.1		Direct Pay Shareholders
Schedule 6.2(a)		Access to Information
Schedule 6.9		Electing Entities
Schedule 7.2(a)		Certain Representations and Warranties

AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER, dated as of October 7, 2007 (this “ Agreement ”), is by and among OneSource Services Inc., an international business company formed under the laws of Belize (“ Target ”), ABM Industries Incorporated, a Delaware corporation (“ Parent ”), and OCo Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“ Merger Sub ”).

RECITALS:

     A. The Boards of Directors of Target, Parent and Merger Sub have determined that it is in the best interests of their respective companies and their equity holders to complete the strategic business combination transaction provided for in this Agreement in which Target will, on the terms and subject to the conditions set forth in this Agreement, merge (the “ Merger ”) with and into Merger Sub, with Merger Sub being the surviving company in the Merger (the “ Surviving Company ”).

     B. As an inducement and condition to Parent’s and Merger Sub’s entry into this Agreement, simultaneously with the execution and delivery of this Agreement, Rivaz Overseas Corp., a corporation formed under the laws of the British Virgin Islands (the “ Shareholder ”), is entering into an agreement with Parent in the form of Exhibit A (the “ Shareholder Agreement ”) pursuant to which, among other things, the Shareholder has irrevocably agreed to vote or execute a written consent in favor of the Merger Agreement and the Merger.

     C. The parties desire to make or enter into, as the case may be, certain representations, warranties and covenants in connection with the Merger and also to prescribe certain conditions to the Merger.

     NOW, THEREFORE, the parties agree as follows:

ARTICLE I
THE MERGER

     1.1 The Merger; Pre-Merger Actions . Subject to the terms and conditions of this Agreement, in accordance with the Delaware Limited Liability Company Act (the “ Delaware Act ”) and the Belize International Business Companies Act (the “ IBCA ”), at the Effective Time, Target will merge with and into Merger Sub. Merger Sub will be the surviving company in the Merger and will continue its limited liability company existence under the laws of the State of Delaware. As of the Effective Time, the separate corporate existence of Target under the laws of Belize will cease.

     1.2 Effective Time . The Merger will become effective as set forth in (a) the certificate of merger (the “ Certificate of Merger ”) that will be filed with the Secretary of State of the State of Delaware on the Closing Date and (b) the articles of merger (the “ Articles of Merger ”) that will be filed with the Registrar of International Business Companies of Belize (the “ Registrar ”) on the Closing Date. The term “ Effective Time ”

will be the date and time when the Merger becomes effective as set forth in the Certificate of Merger and the Articles of Merger.

     1.3 Effects of the Merger . At and after the Effective Time, the Merger will have the effects set forth in Section 18-209 of the Delaware Act and IBCA Section 87(3).

     1.4 Conversion of Target Ordinary Shares . At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Target, Merger Sub or the holder of any of the following securities:

     (a) Each ordinary share of $0.10 per share of Target issued and outstanding immediately prior to the Effective Time (the “ Target Ordinary Shares ”), except for Target Ordinary Shares owned by Target or Parent and for Dissenting Shares, will be automatically converted into the right to receive an amount in cash, without interest, equal to the Aggregate Price divided by the number of Target Ordinary Shares outstanding as of immediately prior to the Closing (other than Target Ordinary Shares owned by Target or Parent) (such quotient, the “ Merger Consideration ”). For purposes hereof, the “ Aggregate Price ” means (i) $365 million, less (ii) the Contribution Amount, but only if Target elects the Spin-Off Election and consummates for Spin-Off (each as defined on Schedule 1.10 ) pursuant to Section 1.10 in accordance with the terms thereof, plus (iii) if applicable, the Price Increase payable pursuant to Section 9.1.

     (b) All of the Target Ordinary Shares converted into the right to receive the Merger Consideration pursuant to this Article I will no longer be outstanding and will automatically be cancelled and will cease to exist as of the Effective Time, and each certificate previously representing any such Target Ordinary Shares (each a “ Certificate ”) will thereafter represent only the right to receive cash in an amount equal to the product of (i) the number of Target Ordinary Shares represented by such Certificate and (ii) the Merger Consideration. Certificates previously representing Target Ordinary Shares will be exchanged for such Merger Consideration upon the surrender of such Certificates in accordance with Section 2.2, without any interest thereon.

     (c) Notwithstanding anything in the Agreement to the contrary, at the Effective Time, all Target Ordinary Shares that are owned by Target or Parent will be cancelled and will cease to exist and no stock of Parent or other consideration will be delivered in exchange therefor.

     1.5 Merger Sub Membership Interests . Each membership interest of Merger Sub (the “ Merger Sub Membership Interests ”) issued and outstanding immediately prior to the Effective Time will be converted into one membership interest of the Surviving Company, and the Surviving Company will thereby become a wholly owned subsidiary of Parent.

     1.6 Certificate of Formation of the Surviving Company . At the Effective Time, the certificate of formation of Merger Sub (the “ Merger Sub Certificate ”) will be the

certificate of formation of the Surviving Company until thereafter amended in accordance with applicable law.

     1.7 Limited Liability Company Agreement of the Surviving Company . At the Effective Time, the limited liability company agreement of Merger Sub will be the limited liability company agreement (the “ Merger Sub LLC Agreement ”) of the Surviving Company until thereafter amended in accordance with applicable law and the terms thereof.

     1.8 Directors and Officers of the Surviving Company . (a) The directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Company until the next annual meeting (or the earlier of their resignation or removal) and until their respective successors are duly elected and qualified, as the case may be.

     (b) The officers of Target immediately prior the Effective Time will be the officers of the Surviving Company until the earlier of their resignation or removal and until their respective successors are duly elected and qualified, as the case may be.

     1.9 Alternative Structures . At Parent’s election (provided that (a) such election does not adversely affect the amount of the Merger Consideration or the ability of Target to consummate the transactions contemplated hereby and (b) Target will not be deemed to have breached any of its representations or warranties herein if and to the extent such breach results from such election), the Merger may alternatively be structured so that Target is merged with and into Parent or any other direct or indirect Parent Subsidiary or so that Merger Sub (or any other direct or indirect Parent Subsidiary) is merged with and into Target. In the event of such an election, the parties agree to execute an appropriate amendment to this Agreement in order to reflect such election.

     1.10 Spin-Off Election . At Target’s election (provided that (a) such election does not increase the amount of the Merger Consideration or affect the ability of Target to consummate the transactions contemplated hereby or the timing thereof and (b) Parent and Merger Sub will not be deemed to have breached any of its representations and warranties herein if and to the extent such breach results from such election), Target may engage in the transactions set forth on Schedule 1.10 , but only on the terms and subject to the conditions thereof (the “ Spin-Off Election ”).

ARTICLE II
EXCHANGE OF CERTIFICATES

     2.1 Payment for Target Ordinary Shares . At or prior to the Effective Time, Parent will deposit, or will cause to be deposited, with a bank or trust company reasonably acceptable to each of Target and Parent (the “ Paying Agent ”), for the benefit of the holders of Certificates, for payment in accordance with this Article II through the Paying Agent, immediately available funds in an aggregate amount equal to the Aggregate Price, less any amounts payable in accordance with this Article II to the holders of Target Ordinary Shares set forth on Schedule 2.1 (as may be amended from

time to time provided that the number of Direct Pay Shareholders will not exceed 25) (the “ Direct Pay Shareholders ” and the Target Ordinary Shares held by such Direct Pay Shareholders, the “ Direct Pay Shares ”). The funds deposited with the Paying Agent pursuant to this Section 2.1 are referred to in this Agreement as the “ Payment Fund ”.

     2.2 Payment Procedures . (a) As soon as practicable after the Effective Time, the Paying Agent will mail to each holder of record of one or more Certificates (other than certificates evidencing Target Ordinary Shares to be cancelled pursuant to Section 1.4(c), Dissenting Shares or Direct Pay Shares) a letter of transmittal in customary form as reasonably agreed to by the parties (which will specify, among other things, that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates in exchange for payment therefor. Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Paying Agent, together with such properly completed and duly executed letter of transmittal, the holder of such Certificate or Certificates will be entitled to receive the Merger Consideration into which the Target Ordinary Shares represented by such Certificate or Certificates have been converted pursuant to this Agreement, and the Certificate or Certificates so surrendered will forthwith be cancelled. At the Effective Time, upon proper surrender of a Certificate or Certificates representing Direct Pay Shares to Parent for exchange and cancellation, together with such transmittal documentation as may be reasonably requested by Parent, the applicable Direct Pay Shareholder will be entitled to receive the Merger Consideration into which the Direct Pay Shares represented by such Certificate or Certificates have been converted pursuant to this Agreement by wire transfer of immediately available funds in accordance with the payment instructions set forth opposite such Direct Pay Shareholder’s name on Schedule 2.1, and Parent will cause such Certificate or Certificates so surrendered to forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable to holders of Certificates.

     (b) In the event of a transfer of ownership of Target Ordinary Shares that is not registered in the transfer records of Target, such payment may be issued to a transferee if the Certificate representing such Target Ordinary Shares is presented to the Paying Agent, accompanied by all documents reasonably requested by Parent to evidence and effect such transfer and by evidence to establish to the satisfaction of the Paying Agent that any transfer Tax has been paid or is not payable.

     (c) After the Effective Time, there will be no transfers on the stock transfer books of Target or the Surviving Company of the Target Ordinary Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Target Ordinary Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Parent or the Surviving Company, they will be cancelled and exchanged for the Merger Consideration as provided in this Article II, subject to applicable law, in the case of Dissenting Shares. After the Effective Time, there will be no transfers of the depositary interests representing the Target Ordinary Shares created pursuant to a deed poll by Capita IRG Trustees Limited, dated February 15, 2006. At the Effective

Time, the depositary interests will be cancelled and exchanged for the Merger Consideration to which Capita IRG Trustees Limited becomes entitled pursuant to this Article II in respect of the Target Ordinary Shares which such depositary interests represent, subject to applicable law, in the case of Dissenting Shares.

     (d) Based on the information available to it as of the date hereof, each of the parties hereto acknowledges that it does not presently anticipate that the Surviving Company, Parent or the Paying Agent will be required to deduct or withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Target Ordinary Shares any amounts under the Internal Revenue Code of 1986, as amended (the “ Code ”). Notwithstanding the foregoing, in the event that any such withholdings are required, each of the Surviving Company, Parent and the Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Target Ordinary Shares such amounts as are required (but only to the extent required) to be deducted and withheld with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by the Surviving Company, Parent or the Paying Agent, as the case may be, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Target Ordinary Shares in respect of which such deduction and withholding was made by the Surviving Company, Parent or the Paying Agent, as the case may be.

     (e) Thirty days following the Effective Time, the Paying Agent will provide the Surviving Company (with a copy to the current company secretary of Target of the address for Target set forth in Section 9.4) with a list of holders of record of Target Ordinary Shares as of the Effective Time showing which such holders have properly surrendered Certificates for payment in accordance with the procedures set forth in Section 2.2 and which such holders have not so surrendered Certificates. The Surviving Company will thereafter use its reasonable best efforts to cooperate with such individual in contacting those holders that have not so surrendered their Certificates and provide them with further instructions on how to so surrender such Certificates. Any portion of the Payment Fund that remains unclaimed by the former shareholders of Target as of the first anniversary of the Effective Time will be paid to Parent and the Surviving Company. Any former shareholders of Target who have not theretofore complied with this Article II will thereafter look only to Parent and the Surviving Company for payment of the Merger Consideration in respect of each Target Ordinary Share, as the case may be, that such shareholder holds as determined pursuant to this Agreement, without any interest thereon. Notwithstanding the foregoing, none of Parent, Target, Merger Sub, the Surviving Company, the Paying Agent or any other person will be liable to any former holder of Target Ordinary Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

     (f) In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Paying Agent, the posting by such person of a bond in such amount as Parent may determine is

reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate an amount equal to the Merger Consideration into which the Target Ordinary Shares represented by such Certificate have been converted pursuant to this Agreement.

     (g) Any profit or loss or interest or other income resulting from any investments of the Payment Fund will be for the account of Parent and be paid to Parent on the earlier of the first anniversary of the Effective Time or the full payment of the Payment Fund.

     2.3 Dissenting Shares . Notwithstanding any provision of this Agreement to the contrary and to the extent available under Section 91 of the IBCA, any Target Ordinary Shares outstanding immediately prior to the Effective Time that are held by a shareholder who has demanded properly in writing to elect to dissent from the Merger in accordance with Section 91 of the IBCA (collectively, the “ Dissenting Shares ”) will not be converted into, or represent the right to receive, the Merger Consideration. Such shareholders will be entitled to receive payment of the appraised value of the Dissenting Shares held by them in accordance with the provisions of such Section 91, except that all Dissenting Shares held by shareholders who have failed to perfect or who effectively have withdrawn or lost their rights to appraisal of such Dissenting Shares under such Section 91 will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in the manner provided in Section 1.4. Notwithstanding anything to the contrary contained in this Section 2.3, if the Merger is rescinded or abandoned, then the right of any shareholder to be paid the fair value of such shareholder’s Dissenting Shares pursuant to Section 91 of the IBCA will cease. Target may not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF TARGET

     Except as expressly disclosed in (x) in Target’s AIM admission document dated February 6, 2006 or any annual, half-yearly or quarterly report filed or notified or as publicly announced by Target by the delivery of an announcement to a Regulatory Information Service (being any of the services set out in Appendix 3 of the Listing Rules of the United Kingdom Listing Authority) (the “ Target Reports ”) since February 6, 2006 and prior to the Measurement Date, but excluding any risk factor or similar general disclosure contained in any such Target Report, or (y) the disclosure schedule (the “ Target Disclosure Schedule ”) delivered by Target to Parent prior to the execution of this Agreement (which schedule sets forth items of disclosure with specific reference to the particular Section or subsection of this Agreement to which the information in the Target Disclosure Schedule relates; provided , however , that (i) any information set forth in one section of the Target Disclosure Schedule will be deemed to apply to each other Section or subsection of this Agreement (other than Sections of this Agreement that make specific reference to the Target Disclosure Schedule) to which its relevance is

reasonably apparent and (ii) notwithstanding anything in this Agreement to the contrary, the inclusion of an item in such schedule as an exception to a representation or warranty will not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would have a Target Material Adverse Effect), Target represents and warrants to Parent as follows:

     3.1 Corporate Organization . (a) Target is an international business company duly organized, validly existing and in good standing under the laws of Belize. Target has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Target Material Adverse Effect. As used in this Agreement, the term “ Target Material Adverse Effect ” means any event, change, occurrence, condition or effect that has had or could reasonably be expected to have, individually or in the aggregate with all similar events, a material adverse effect on (i) the business, results of operations or financial condition of Target and its Subsidiaries taken as a whole ( provided , that with respect to this clause (i), “Target Material Adverse Effect” will not be deemed to include effects to the extent resulting from (A) changes, after the date hereof, in generally accepted accounting principles or regulatory requirements applicable to outsourced facilities services companies and their holding companies generally, (B) changes, after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by any court, administrative agency or commission or other governmental authority or instrumentality (each a “ Governmental Entity ”), (C) changes, after the date hereof, in general economic or market conditions affecting outsourced facilities services companies or their holding companies generally, (D) actions contemplated by the parties in connection with this Agreement, (E) the announcement or performance of this Agreement, or (F) a change in the market price or trading volume of the Target Ordinary Shares (provided that a change in the market price or trading volume of the Target Ordinary Shares will not be precluded from being used, as applicable, as evidence that some other effect, circumstance or change has had a Target Material Adverse Effect), except that the exclusions set forth in clause A, B or C will only be effective if Target and its Subsidiaries are not disproportionately impacted in any material respect by such events when compared to other outsourced facilities services companies or their holding companies generally) or (ii) Target’s ability to complete the transactions contemplated by this Agreement or the timing thereof.

     (b) True and complete copies of the Memorandum of Association of Target (the “ Target Memorandum ”) and the Articles of Association of Target (the “ Target Articles ”), as in effect as of the date of this Agreement, have previously been made available to Parent.

     (c) Each of Target’s Subsidiaries (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in all jurisdictions (whether federal, state, local or foreign) where its

ownership or leasing of property or the conduct of its business requires it to be so qualified, and (iii) has all requisite corporate or other entity power and authority to own or lease its properties and assets and to carry on its business as now conducted, except in each of clause (i) to (iii) above as would not have a Target Material Adverse Effect. As used in this Agreement, the word “ Subsidiary ” when used with respect to either party, means any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, that is consolidated with such party for financial reporting purposes under U.S. generally accepted accounting principles (“ GAAP ”), and the terms “ Target Subsidiary ” and “ Parent Subsidiary ” will mean any direct or indirect Subsidiary of Target or Parent, respectively, and, in the case of Parent, will include Merger Sub prior to the Effective Time and the Surviving Company after the Effective Time.

     (d) Section 3.1(d) of the Target Disclosure Schedule sets forth a list of all Target Subsidiaries.

     3.2 Capitalization . (a) The authorized capital stock of Target consists of 50,000,000 Target Ordinary Shares, of which, as of the close of business in London, England on the second business day prior to the date hereof (the “ Measurement Date ”), 3,764,365 shares were issued and outstanding. As of the Measurement Date, no more than 26,243 Target Ordinary Shares were held in Target’s treasury. As of the date of this Agreement, no Target Ordinary Shares were reserved for issuance. All of the issued and outstanding Target Ordinary Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Target does not have and is not bound by any (i) equity-based compensation plans, (ii) outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any Target Ordinary Shares or any other equity securities of Target or any securities representing the right to purchase or otherwise receive any Target Ordinary Shares, or (iii) obligation of any kind, contingent or accrued, to issue Target Ordinary Shares or benefits measured by the value of a number of Target Ordinary Shares (including any share appreciation rights, restricted stock, restricted stock units, performance stock units, deferred stock units or dividend equivalents). Target has no debt or other obligations that provide any person any rights to vote or consent as to any matter on which Target’s shareholders are entitled to vote, whether on an as-converted basis or otherwise.

     (b) All of the issued and outstanding shares of capital stock or other equity ownership interests of each “significant subsidiary” (as such term is defined under Regulation S-X of the Securities and Exchange Commission (the “ SEC ”)) of Target are owned by Target, directly or indirectly, free and clear of any material liens, pledges, charges and security interests and similar encumbrances (“ Liens ”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No such significant subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such subsidiary or any securities

representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such subsidiary.

     3.3 Authority; No Violation . (a) Target has the requisite corporate power and authority to execute and deliver this Agreement and to complete the transactions contemplated hereby. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Target (the “ Target Board ”). The Target Board has determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Target and its shareholders, and this Agreement and the transactions contemplated, including the Merger, have been submitted to, and adopted by written consent by, Target’s shareholders holding a majority of the outstanding Target Ordinary Shares entitled to approve such matter by written consent, acting together as a single class (in the form attached as Exhibit B , the “ Target Shareholder Approval ”) and no other corporate proceedings on the part of Target are necessary to approve this Agreement or to complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Target and (assuming due authorization, execution and delivery by Parent and Merger Sub) constitutes the valid and binding obligation of Target, enforceable against Target in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies) (the “ Enforceability Exceptions ”).

     (b) Neither the execution and delivery of this Agreement by Target nor the completion of the transactions contemplated hereby, nor compliance by Target or any other party thereto with any of the terms or provisions of this Agreement, will (i) violate any provision of the Target Memorandum or the Target Articles or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (A) violate any order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “ Injunction ”) or any statute, code, ordinance, rule, regulation, judgment, order, writ or decree applicable to Target, any of the Target Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Target or any of the Target Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Target or any of the Target Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound except for such violations, conflicts, breaches or defaults that would not have a Target Material Adverse Effect.

     3.4 Consents and Approvals . Except for (a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the Delaware Act, (b) the filing of the Articles of Merger with the Registrar pursuant to the IBCA, (c) any notices or filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,

as amended (the “ HSR Act ”), (d) the Target Shareholder Approval (which has previously been obtained and remains in full force and effect), and (e) the consents or approvals listed in Section 3.4 of the Target Disclosure Schedule, no consents or approvals of, or filings or registrations with, any Governmental Entity are necessary on the part of Target in connection with (i) the execution and delivery by Target of this Agreement on (ii) the completion by Target of the Merger and the other transactions contemplated by this Agreement.

     3.5 Reports . Target and each of the Target Subsidiaries have timely filed all reports, registrations, announcements, notifications and statements, together with any amendments required to be made with respect thereto, that they were required to file since February 6, 2006 with (a) the SEC, and (b) the London Stock Exchange plc (collectively, “ Regulatory Agencies ”) and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments would not have a Target Material Adverse Effect. No Regulatory Agency has initiated or has pending any proceeding or, to the Knowledge of Target, investigation into the business, operations, affairs, accounting practices or conduct of Target or any of the Target Subsidiaries since January 1, 2004.

     3.6 Financial Statements . Target has previously made available to Parent complete and accurate copies of (i) the audited consolidated balance sheets of Target and the Target Subsidiaries as of March 31, 2007 and 2006, and the related audited consolidated statements of income, shareholders’ equity and cash flows for the three years ended March 31, 2007, as required to be prepared by Target under the AIM Rules for Companies, as amended (the “ AIM Rules ”), accompanied by the audit report of PricewaterhouseCoopers LLP, the independent registered public accounting firm with respect to Target for such periods (such balance sheets and statements, the “ Audited Target Financial Statements ”) and (ii) the unaudited consolidated balance sheet of Target and the Target Subsidiaries as of June 30, 2007 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the three months ended June 30, 2007, as required to be prepared by Target under the AIM Rules (such balance sheet and statements, the “ Unaudited Target Financial Statements ” and, together with the Audited Target Financial Statements, the “ Target Financial Statements ”). The consolidated balance sheets of Target (including the related notes, where applicable) included in the Target Financial Statements fairly present in all material respects the consolidated financial position of Target and the Target Subsidiaries as of the dates thereof, and the other financial statements included in the Target Financial Statements (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations, cash flows and changes in shareholders’ equity of Target and the Target Subsidiaries for the respective periods therein set forth, subject in the case of the Unaudited Target Financial Statements, to normal year-end audit adjustments that are immaterial in nature and in amounts consistent with past practice. Each of such statements (including the related notes, where applicable) complies in all material respects with the AIM Rules with respect thereto, and each of the Target Financial Statements (including the related notes, where applicable) has been prepared in all material respects in

accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto.

     3.7 Advisor’s Fees . None of Target, any Target Subsidiary or any of their respective officers or directors has employed any broker, finder or financial advisor or incurred any liability for any broker’s fees, commissions or financial advisory or finder’s fees in connection with the Merger or related transactions contemplated by this Agreement.

     3.8 Absence of Certain Changes or Events . (a) Since March 31, 2007, there has been no Target Material Adverse Effect or any event or new development that would or might require a notification to be made under Rule 11 of the AIM Rules which has not been so notified.

     (b) From March 31, 2007, through the date hereof, Target and the Target Subsidiaries have carried on their respective businesses in all material respects in the ordinary course and have not taken any action or failed to take any action that would have resulted in a breach of Section 5.2 had such section been in effect since March 31, 2007.

     3.9 Legal Proceedings . (a) None of Target or any of the Target Subsidiaries is a party to any, and there are no pending or, to Target’s Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against Target or any of the Target Subsidiaries, except as would not have a Target Material Adverse Effect.

     (b) There is no Injunction, judgment or regulatory restriction (other than those of general application that apply to similarly situated outsourced facilities services companies or their Subsidiaries) imposed upon Target, any of the Target Subsidiaries or the assets of Target or any of the Target Subsidiaries.

     3.10 Taxes and Tax Returns . Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect:

     (a) Target and the Target Subsidiaries and any Affiliated Group of which Target or the Target Subsidiaries is or has been a member, have properly completed and timely filed all Tax Returns required to be filed by them. All such Tax Returns are true and correct and have been completed in accordance with applicable law, and Target and the Target Subsidiaries have paid or withheld and paid to the appropriate Tax Authority all Taxes due (whether or not shown to be due on such Tax Returns) and there exists no deficiency relating to Taxes assessed by any Governmental Entity. The balance sheet dated June 30, 2007 included in the Unaudited Target Financial Statements (the “ June Balance Sheet ”) reflects all unpaid Taxes of Target and the Target Subsidiaries for periods (or portions of periods) through the date of the June Balance Sheet, and adequate reserves have been set up for the due payment thereof. Neither Target nor the Target Subsidiaries have any liability for unpaid Taxes accruing outside of the ordinary course of business after the date of the June Balance Sheet.

     (b) (i) There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of Target or the Target Subsidiaries, (ii) neither Target nor the Target Subsidiaries is the beneficiary of any extension of time within which to file any Tax Return, and (iii) neither Target nor the Target Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

     (c) Neither Target nor any of the Target Subsidiaries has:

     (i) been or will be required to include any material adjustment in Taxable income for any Tax period (or portion thereof) in accordance with Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Merger;

     (ii) filed any disclosures under Section 6662 of the Code or comparable provisions of state, local or foreign law to prevent the imposition of penalties with respect to any Tax reporting position taken on any Tax Return;

     (iii) engaged in a “reportable transaction,” as set forth in Treasury Regulation §1.6011-4(b), as modified by Notice 2006-6, 2006-5 I.R.B. 385;

     (iv) ever been a member of an Affiliated Group of which Target was not the ultimate parent company;

     (v) been the “distributing corporation” or the “controlled corporation” (in each case, within the meaning of Section 355(a)(1) of the Code) with respect to a transaction described in Section 355 of the Code (A) within the two-year period ending as of the date of this Agreement or (B) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement;

     (vi) ever been a “United States real property holding corporation” within the meaning of Section 897 of the Code;

     (vii) any liability under Treasury Regulation §1.1502-6 (or any comparable or similar provision of federal, state, local or foreign Law), as a transferee or successor, in accordance with any contractual obligation, or otherwise for any Taxes of any person other than Target or any Target Subsidiary; or

     (viii) any agreement, contract, arrangement or plan to which it is a party that, if the Merger is completed, could result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state, local or foreign Tax law).

     (d) Neither Target nor the Target Subsidiaries is a party to or bound by any Tax sharing, Tax indemnification or Tax allocation agreement nor does Target or any Target Subsidiary have any liability or potential liability to another party under any such agreement, except for any agreement or liability solely among Target and the Target Subsidiaries.

     (e) Target and the Target Subsidiaries have withheld or collected and paid over to the appropriate Tax authorities (or are properly holding for such timely payment) all Taxes required by Law to be withheld or collected.

     (f) Target and the Target Subsidiaries will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Effective Time as a result of any:

     (i) installment sale or other open transaction disposition made on or prior to the Closing Date;

     (ii) prepaid amount received on or prior to the Effective Time;

     (iii) a closing agreement described in Section 7121 of the Code or any corresponding provision of state or foreign Tax law executed on or prior to the Effective Time; or

     (iv) any change in method of accounting for a taxable period or portion thereof ending on or before the Effective Time.

     (g) Target has heretofore made available to Parent pursuant to Parent’s request true and complete copies of the items described in Section 3.10(g) of the Target Disclosure Schedule.

     (h) None of the assets of Target and the Target Subsidiaries (i) is property that is required to be treated as being owned by any other person in accordance with the provisions of former Section 168(f)(8) of the Code, or (ii) is “tax-exempt use property” within the meaning of Section 168(h) and Section 470(c)(2) of the Code.

     (i) Neither Target nor any Target Subsidiary has, or has had (during any Taxable period remaining open for the assessment of Tax by any foreign Tax Authority under its applicable statute of limitations), any place of business in any foreign country outside the country of its organization.

     (j) Neither Target nor any Electing Entity (as defined in Section 6.9) (i) is engaged in business in the United States, (ii) has in the United States an office or other fixed place of business, place of management or permanent establishment, or (iii) is subject to United States federal income Taxation on any income generated by any of its operations.

     (k) No Belize Tax or United Kingdom Tax will be imposed on Target or any of the Target Subsidiaries in connection with the Merger or in connection with the transactions set forth in Schedule 1.10.

     (l) As used herein, “ Tax ” means (i) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment (including social security), unemployment, pension, excise, severance, stamp duty, any issues relating to the pricing of goods or services between Target and any of the Target Subsidiaries, occupation, premium, property, environmental or windfall profit tax, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Entity responsible for the imposition of any such tax (domestic or foreign) (each, a “ Tax Authority ”), (ii) any liability for the payment of any amounts of the type described in clause (i) of this sentence as a result of being a member of any affiliated group within the meaning of Section 1504(a) of the Code or any similar consolidated, combined, unitary or aggregate group defined under a similar provision of state, local, or foreign law (an “ Affiliated Group ”) for any Taxable period, and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) of this sentence as a result of being a transferee of or successor to any Person or as a result of any express or implied obligation to indemnify any other person. “ Tax Return ” means any return, statement, report or form (including estimated tax returns and reports, withholding tax returns and reports and information returns and reports) required to be filed with respect to Taxes. “ Treasury Regulation ” means the United States Treasury Regulations promulgated pursuant to the Code.

     3.11 Employees; Labor . (a) “ Target Benefit Plans ” means each benefit or compensation plan, program, fund, contract, arrangement or agreement, including any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, golden parachute, retention, salary continuation, change of control, retirement, pension, profit sharing or fringe benefit plan, program, fund, contract, arrangement or agreement of any kind (whether written or oral, tax-qualified or non-tax qualified, funded or unfunded, foreign or domestic, active, frozen or terminated) and any related trust, insurance contract, escrow account or similar funding arrangement, that is sponsored or maintained or contributed to, or required to be contributed to, by Target, any Target Subsidiary or any Target ERISA Affiliate for the benefit of current or former directors, officers or employees of, or consultants to, Target and the Target Subsidiaries or with respect to which Target or the Target Subsidiaries may, directly or indirectly, have any liability, other than benefit arrangements required by applicable law and other than “multiemployer plans” (as such term is defined in Section 3(37) of ERISA) and employee welfare benefit plans to which Target, any Target Subsidiary or any Target ERISA Affiliate has any obligation to make contributions.

     (b) Target has heretofore made available to Parent true and complete copies of (i) each written material Target Benefit Plan (or a summary description of a material Target Benefit Plan not memorialized in writing), (ii) the most recent actuarial report for each material Target Benefit Plan (if applicable), (iii) the most recent determination letter

from the IRS (if applicable) for each material Target Benefit Plan, (iv) the current summary plan description of each material Target Benefit Plan that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), (v) a copy of the description of each material Target Benefit Plan not subject to ERISA that is currently provided to participants in such plan, (vi) a summary of the material terms of each unwritten material Target Benefit Plan, and (vii) the most recent annual report for each material Target Benefit Plan (if applicable).

     (c) (i) Each of the Target Benefit Plans has been operated and administered in material compliance with its terms and applicable law, including ERISA and the Code, (ii) each of the Target Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified, and there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such Target Benefit Plan, and each such plan has a favorable determination letter from the IRS to the effect that it is so qualified or the applicable remedial amendment period has not expired and, if the letter for such plan is not current, such plan is the subject of a timely request for a current favorable determination letter or the applicable remedial amendment period has not expired, (iii) with respect to each Target Benefit Plan that is subject to Title IV of ERISA, the present value (as defined under Section 3(27) of ERISA) of accumulated benefit obligations under such Target Benefit Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Target Benefit Plan’s actuary with respect to such Target Benefit Plan, did not, as of its latest valuation date, exceed the then-current value (as defined under Section 3(26) of ERISA) of the assets of such Target Benefit Plan allocable to such accrued benefits, (iv) no Target Benefit Plan that is an employee welfare benefit plan (including any plan described in Section 3(1) of ERISA) (a “ Welfare Plan ”) provides benefits coverage, including death or medical benefits coverage (whether or not insured), with respect to current or former employees or directors of Target or the Target Subsidiaries beyond their retirement or other termination of service, other than (A) coverage mandated by applicable law or (B) benefits the full cost of which is borne by such current or former employee or director (or his or her beneficiary), (v) no liability under Title IV of ERISA has been incurred by Target, the Target Subsidiaries or any trade or business, whether or not incorporated, all of which together with Target would be deemed a “single employer” within the meaning of Sections 414(b), 414(c) or 414(m) of the Code or Section 4001(b) of ERISA (a “ Target ERISA Affiliate ”), that has not been satisfied in full, and, to the Knowledge of Target, no condition exists that presents a material risk to Target, the Target Subsidiaries or any Target ERISA Affiliate of incurring a liability thereunder, (vi) none of Target or the Target Subsidiaries or, to the Knowledge of Target, any other person, including any fiduciary, has engaged in a transaction in connection with which Target, the Target Subsidiaries or any Target Benefit Plan would reasonably be expected to be subject to either a civil penalty assessed pursuant to Sections 409 or 502(i) of ERISA or a Tax imposed pursuant to Sections 4975 or 4976 of the Code, (vii) there are no pending or, to the Knowledge of Target, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Target Benefit Plans or any trusts, insurance contracts, escrow accounts or similar funding arrangements related thereto, (viii) all contributions or other amounts required to be paid by Target or

the Target Subsidiaries as of the Effective Time with respect to each Target Benefit Plan in respect of current or former plan years have been paid in accordance with Section 412 of the Code or accrued in accordance with GAAP (as applicable), and (ix) since January 1, 2006, no Target Benefit Plan has been amended or modified in any material respect or adopted or terminated.

     (d) Neither the execution and delivery of this Agreement nor the completion of the transactions contemplated by this Agreement will (i) result in severance, retention, stay-put, change of control, “excess parachute payment” (within the meaning of Section 280G of the Code), tax gross-up, forgiveness of indebtedness or otherwise) becoming due to any current or former director, officer or employee of, or any consultant to, Target or any of the Target Subsidiaries under any Target Benefit Plan or otherwise, (ii) increase any amounts or benefits otherwise payable or due to any such person under any Target Benefit Plan or otherwise, or (iii) result in any acceleration of the time of payment or vesting of, or any requirement to fund or secure, any such amounts or benefits or result in any breach of or default under any Target Benefit Plan. No payments to any employee of Target will fail to be deductible under Section 162(m) of the Code.

     (e) (i) There are no controversies relating to or arising out of a collective bargaining relationship between Target or any Target Subsidiary and any union pending or, to the Knowledge of Target, threatened between Target or any Target Subsidiary and any of their respective employees, which controversies would have a Target Material Adverse Effect, (ii) as of the date hereof there are not any organizational campaigns, p