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PRESS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

7 May 2010

Liberty Plc ("Liberty")

ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE TAKEOVER CODE

This announcement does not amount to a firm intention to make an offer and, accordingly, there can be no certainty that any offer will be made even if the pre-conditions set out below are satisfied or waived.

BlueGem Capital Partners LLP, on behalf of BlueGem L.P. ("BlueGem"), announces that it is in discussions with the Board of Liberty about the possibility of making an offer for the ordinary share capital of Liberty (the "Proposed Offer").

On 15 March 2010, Liberty announced that it had exchanged contracts for the sale of the freehold interest in its 125,000 sq ft flagship store on Great Marlborough Street, London, W1, for £41.5 million to Sirosa Liberty Limited (the "Property Sale").

The Property Sale is conditional on approval by the shareholders of MWB Group Holdings Plc ("MWB"), Liberty's 68.3% shareholder. On 16 April 2010 MWB posted a circular to its shareholders seeking such approval at a general meeting to be held on 10 May 2010. The directors of MWB have recommended that shareholders of MWB approve the Property Sale. Furthermore, the directors of MWB and other shareholders, representing in aggregate 71.3% of the ordinary shares in MWB, have granted hard irrevocable undertakings to vote in favour of the resolution to approve the Property Sale.

Immediately prior to the completion of the Property Sale, Liberty will lease back the store and continue to operate from the building. Liberty will take an institutional 30-year lease on the building at an initial annual rent of £2.1 million, with five yearly fixed upward rent reviews during the remaining period of the lease.

In addition to the Property Sale, Liberty has been holding discussions with BlueGem about the possibility of BlueGem making the Proposed Offer. The Proposed Offer by BlueGem for each Liberty ordinary share is 141.8 pence per share in cash (the "Offer Price"), valuing the existing issued ordinary share capital of Liberty at approximately £32.0 million. Any offer will only be made following completion of the Property Sale.

Following the announcement of the Proposed Offer (if any), the board of Liberty intends to declare a special dividend (the "Special Dividend"), the payment of which is conditional upon the Proposed Offer being declared wholly unconditional. The Special Dividend to be declared in conjunction with the Proposed Offer would be 44.2 pence per Liberty ordinary share (approximately £10.0 million in total based on the existing issued ordinary share capital of Liberty) (the Proposed Offer and the Special Dividend together referred to as the "Transaction"). The Special Dividend would be paid to Liberty ordinary shareholders within seven days of the date on which the Proposed Offer becomes or is declared wholly unconditional. The record date for the Special Dividend would be announced at the time that the Special Dividend is declared.

The Transaction would result in a total payment to the holders of Liberty ordinary shares who are on the share register as at the record date of 186.0 pence per Liberty ordinary share (approximately £42.0 million in aggregate).

This aggregate amount reflects both the benefit of the anticipated surplus cash in Liberty following the Property Sale, as well as the value placed by BlueGem on the Liberty business. For the avoidance of doubt, the Special Dividend will not be payable to ordinary shareholders unless the Proposed Offer is declared unconditional in all respects.

On 6 May 2010, MWB and certain of its wholly owned subsidiaries entered into hard irrevocable undertakings to accept the Proposed Offer ("MWB Irrevocables") in relation to their combined holding of 15,447,409 Liberty ordinary shares (the "Relevant Liberty Shares") at the Offer Price, subject to the making of the Proposed Offer by BlueGem.

In addition Principle Capital Investments Limited and Cartesian Partners LP have entered into hard irrevocable undertakings to accept the Proposed Offer in relation to their holdings of Liberty ordinary shares (1,693,541 and 2,359,177 respectively) at the Offer Price, subject to the making of the Proposed Offer by BlueGem.

In total, the hard irrevocable undertakings entered into by holders of ordinary shares in Liberty (the "Liberty Offer Irrevocables") represent 86.3% of the existing issued ordinary share capital of Liberty.

The directors of Liberty have resolved, subject to the making of the Proposed Offer by BlueGem, to recommend the Proposed Offer to shareholders of Liberty in the proposed Offer Document to be sent to Liberty shareholders. BlueGem has confirmed that it will declare the Proposed Offer (if made) unconditional as to acceptances if, at the first closing date of the Proposed Offer (or any subsequent closing date), acceptances in respect of not less than 86.3% of the ordinary share capital of Liberty have been received.

The MWB Irrevocables are conditional upon shareholders of MWB approving the proposed sale by MWB of the Relevant Liberty Shares pursuant to the Proposed Offer at a general meeting of the shareholders of MWB. A circular seeking approval of the sale by MWB of the Relevant Liberty Shares pursuant to the Proposed Offer will be posted to shareholders of MWB if the Proposed Offer is formally announced. The directors of MWB have undertaken to convene a general meeting to consider approval of the sale by MWB of the Relevant Liberty Shares pursuant to the Proposed Offer, to recommend the resolution to shareholders of MWB, to vote in favour of such resolution in respect of their respective shareholdings in MWB totalling 25,880,014 ordinary shares in MWB, representing 15.8% of MWB's issued share capital and to vote against any resolution which might conflict in any way with the passing of such resolution. Shareholders in MWB accounting for a further  57,876,326 ordinary shares in MWB, representing 35.3% of MWB's issued voting share capital, have entered into hard irrevocable undertakings to vote in favour of the sale by MWB of the Relevant Liberty Shares pursuant to the Proposed Offer if it is considered at a general meeting of the shareholders of MWB and to vote against any resolution which might conflict in any way with the passing of such resolution.

In total, the hard irrevocable undertakings entered into by holders of ordinary shares in MWB represent 51.1% of the ordinary share capital of MWB.

The principal terms of the Liberty Offer Irrevocables granted by Liberty shareholders are set out in the appendix to this announcement.

This announcement does not amount to a firm intention to make an offer and, accordingly, there can be no certainty that any offer will be made even if the conditions set out above are satisfied or waived.

A further announcement will be made in due course.

For further information, please contact:

Seymour Pierce Limited +44 (0) 207 107 8000

Nicola Marrin

Jonathan Wright

APPENDIX

Summary of principal terms of Liberty Offer Irrevocables

Each person who has entered into an irrevocable undertaking has undertaken (on its own behalf and on behalf of its associates) inter alia not to (i) sell, transfer, charge, encumber, grant any option over or otherwise dispose of any interest in any ordinary shares such person holds in Liberty; (ii) accept any other offer in respect of its ordinary shares in Liberty; (iii) purchase, sell or otherwise deal in ordinary shares in Liberty or any interest therein; (iv) requisition any shareholder meeting of Liberty; or (v) agree to do any of the things described in (i) or (ii) above.

Such persons have further undertaken inter alia to accept or procure the acceptance of the Proposed Offer in respect of their ordinary shares in Liberty and not to withdraw or procure the withdrawal of such acceptance.

From the time that a Proposed Offer is announced to the time that a Proposed Offer becomes wholly unconditional, lapses or is withdrawn, such persons have undertaken to exercise votes (and or any other rights) attaching to their ordinary shares in Liberty in accordance with BlueGem's directions in relation to the passing or proposal of any resolution necessary to implement the Proposed Offer or which, if passed, might result in any condition of the Proposed Offer not being fulfilled or which might impede or frustrate the Proposed Offer.

The undertakings provided by MWB and MWB Retail Stores Shareholder Limited are conditional on the sale by MWB of the Relevant Liberty Shares pursuant to the Proposed Offer being approved by shareholders of MWB at a general meeting of the shareholders of MWB.

The undertakings shall also lapse and shall cease to be binding if the Proposed Offer is not formally announced by 8 June 2010; or if after the Proposed Offer is announced the Panel on Takeovers and Mergers consents to BlueGem not making the offer or an event occurs which means that BlueGem is no longer required by the Takeover Code to proceed with the Offer; or if the offer document and associated form of acceptance in respect of the Proposed Offer is not posted within 28 days of the formal announcement of the Proposed Offer; or if the Proposed Offer once formally announced lapses or is withdrawn in accordance with the Takeover Code.

In addition, the directors of Liberty have undertaken inter alia (i) to recommend the Proposed Offer to the shareholders of Liberty; (ii) not to solicit, initiate or encourage any other person to make an offer for Liberty; and (iii) except where required by his duties as a director of Liberty or under the Takeover Code, and in any event only in response to an unsolicited approach, not to enter into or continue discussions or agreements with, or provide any information to any person considering making such an offer or otherwise take any action which might be prejudicial to the outcome of the Proposed Offer.

Copies of this announcement are available on the BlueGem's website, http://www.bluegemcp.com/uk_site/press-releases.html and Liberty's website, http://www.liberty.co.uk/fcp/content/InvestorInformation/content

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror, must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.