Offer Update

11 May 2005 08:15

Pentland Group PLC11 May 2005 Not for release, publication or distribution in or into the United States,Canada, Australia or Japan 11 May 2005 CASH OFFER BY GOLDMAN SACHS INTERNATIONAL ON BEHALF OF MANCHESTER SQUARE ENTERPRISES LIMITED FOR THE JOHN DAVID GROUP PLC OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES Manchester Square Enterprises Limited ("Manchester"), a wholly owned subsidiaryof Pentland Group Plc, announces that its cash offer to acquire the ordinaryshare capital of The John David Group Plc ("JD") is unconditional as toacceptances. As at 8:00 a.m. on 11 May 2005 valid acceptances had been receivedin respect of a total of 21,127,939 JD Shares (representing approximately 45 percent. of the current issued share capital of JD), which together withManchester's holding of 5,405,406 JD Shares means Manchester has acquired oragreed to acquire 26,533,345 JD Shares carrying in aggregate more than 50 percent of the voting rights normally exercisable at a general meeting of JD. Prior to making the Offer, Manchester received irrevocable undertakings toaccept (or procure acceptance of) the Offer from John Wardle, David Makin andtheir related trusts (who are acting in concert with Manchester under theprovisions of the City Code) in respect of 21,127,939 JD Shares in aggregate,representing approximately 45 per cent. of the existing issued share capital ofJD. Valid acceptances have been received in respect of all the JD Shares subjectto these undertakings and these are included in the acceptance level reportedabove. Save for the irrevocable undertakings referred to above, neither Manchester norany person acting in concert with Manchester held any JD Shares (or rights overJD Shares) prior to the commencement of the Offer Period, save that Manchesterhad a beneficial interest in 5,405,406 JD Shares and neither Manchester nor anyperson acting in concert with Manchester has acquired or agreed to acquire JDShares during the Offer Period. Terms defined in the Offer Document dated 11 May 2005 have the same meaningswhen used herein unless the context requires otherwise. - Ends - Enquiries Hogarth Partnership Limited (for Manchester) 020 7357 9477 John OlsenGeorgina Briscoe Goldman Sachs International 020 7774 1000 Guy SlimmonDaniel Yealland Manchester Square Enterprises Limited 020 7535 3800 Tim HockingsBarry Mosheim Goldman Sachs International is authorised and regulated by the FinancialServices Authority in respect of regulated activities. Goldman SachsInternational is acting exclusively for the Pentland Group and no one else inconnection with the Offer and will not be responsible to anyone other than thePentland Group for providing the protections afforded to clients of GoldmanSachs International or for providing advice in relation to the Offer. The availability of the Offer to persons not resident in the UK may be affectedby the laws of the relevant jurisdiction in which they are resident. Persons whoare not resident in the UK should obtain advice and observe any applicablerequirements. The Offer is not being made, directly or indirectly, in or intothe United States, Canada, Australia or Japan, or by use of the mails, or by anymeans or instrumentality (including, without limitation, facsimile transmission,electronic mail, telex or telephone) of interstate or foreign commerce, or byany facility of a national securities exchange, of the United States, Canada,Australia or Japan, and the Offer will not be capable of acceptance by any suchuse, means, instrumentality or facility from or within the United States,Canada, Australia or Japan. Accordingly, copies of the Offer Document and theForm of Acceptance are not being, and must not be, mailed or otherwisedistributed or sent in, into or from the United States, Canada, Australia orJapan and persons receiving such documents (including custodians, nominees andtrustees) must not distribute or send them in, into or from the United States,Canada, Australia or Japan as so doing will make invalid any purportedacceptance of the Offer by persons in any such jurisdiction. This announcement does not constitute an offer or invitation to purchase anysecurities. This information is provided by RNS The company news service from the London Stock Exchange