Industrial Funds Limited 12 May 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 12 May 2005 RECOMMENDED CASH OFFER by HSBC on behalf of Industrial Funds Limited ("IFL") for the whole of the issued and to be issued ordinary share capital of Ashtenne Holdings PLC ("Ashtenne") EXTENSION OF THE OFFER AND LEVEL OF ACCEPTANCES IFL announces that as at 3.00 p.m. on 11 May 2005, IFL had received valid acceptances of the Offer in respect of 31,419,397 Ashtenne Shares in aggregate, representing approximately 88.4 per cent. of the existing issued ordinary share capital of Ashtenne. The Offer, which remains subject to the terms and conditions set out in the Offer Document, has been extended and will remain open for acceptance until the next closing date which will be 3.00 p.m. (London time) on 18 May 2005. To the extent they have not already done so, Ashtenne Shareholders who wish to accept the Offer should complete and return their Forms of Acceptance in accordance with the instructions set out in the Offer Document and in the Form of Acceptance, so as to be received as soon as possible and, in any event, by not later than 3.00 p.m. on 18 May 2005. Prior to the announcement of the Offer on 31 March 2005, IFL had received irrevocable undertakings to accept (or procure the acceptance of) the Offer from the Ashtenne Directors in respect of their entire beneficial holdings and those of certain connected persons totalling 2,148,313 Ashtenne Shares, representing approximately 6 per cent. of the existing issued ordinary share capital of Ashtenne. Acceptances have been received pursuant to all of these irrevocable undertakings and are included in the total number of valid acceptances referred to above. In addition, IFL has also received irrevocable undertakings to accept the Offer from certain of the Ashtenne Directors in respect of a further 1,838,048 Ashtenne Shares which are the subject of existing awards under the LTIP (assuming such awards vest and are satisfied in full) representing 5.2 per cent. of the existing issued ordinary share capital of Ashtenne. Accordingly, acceptances will not be received pursuant to such irrevocable undertakings until after the date on which the Offer becomes or is declared wholly unconditional (being the date on which such awards vest). Save as set out above and as disclosed in the announcement of the Offer dated 31 March 2005 made under rule 2.5 of the City Code, neither IFL nor Warner nor any person acting, or deemed to be acting in concert with IFL or Warner, held any Ashtenne Shares (or rights over Ashtenne Shares) prior to the commencement of the Offer Period and neither IFL nor Warner nor any person acting, or deemed to be acting in concert with IFL or Warner, has acquired or agreed to acquire any Ashtenne Shares (or rights over any Ashtenne Shares) since the commencement of the Offer Period. Additional copies of the Offer Document and the Form of Acceptance can be obtained by telephoning Capita Registrars on 0870 162 3121, or if calling from outside the United Kingdom, on +44 20 8639 2157. Terms defined in the Offer Document have the same meanings when used in this announcement. Enquiries: HSBC - Financial Adviser to IFL & Warner +44 20 7991 8888 Maxwell James Oliver Smith The Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile, transmission, telex and telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, the United States, Canada, Australia or Japan, and, subject to certain exceptions, the Offer cannot be accepted by any such use, means, instrumentality or facility, or from within the United States, Canada, Australia or Japan. Accordingly, copies of this announcement and the documentation relating to the Offer are not being, and must not be mailed or otherwise distributed or sent in, into or from the United States, Canada, Australia or Japan and persons receiving this announcement or such documentation (including, without limitation, custodians, nominees and trustees) must not distribute, forward, mail, transmit or send them in, into or from the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. HSBC, which is regulated in the United Kingdom by the Financial Services Authority, is acting for IFL and Warner and no one else in relation to the Offer and will not be responsible to any person other than IFL and Warner for providing the protections afforded to customers of HSBC nor for providing advice in relation to the Offer. This announcement does not constitute an offer or invitation to purchase any securities or a solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The full terms and conditions of the Offer, including details of how the Offer may be accepted, are set out in the Offer Document and the Form of Acceptance. The Offer Document and the Form of Acceptance have been made available to those Ashtenne Shareholders who are able to receive them, as a result of the laws of the jurisdictions in which they are resident. Ashtenne Shareholders are advised to read the Offer Document and the Form of Acceptance as they contain important information. This information is provided by RNS The company news service from the London Stock Exchange