Industrial Funds Limited 17 May 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 17 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") OFFER DECLARED WHOLLY UNCONDITIONAL IFL announces that as at 3.00 p.m. on 16 May 2005 IFL had received valid acceptances of the Offer in respect of 33,258,845 Ashtenne Shares in aggregate, representing approximately 92.1 per cent. of the existing issued ordinary share capital of Ashtenne. Accordingly the Offer became unconditional as to acceptances on 16 May and IFL is pleased to announce that, all conditions of the Offer having been satisfied or waived, the Offer is hereby declared wholly unconditional. The Offer, which remains subject to the terms and conditions set out in the Offer Document, will remain open for acceptance until further notice. To the extent they have not already done so, Ashtenne Shareholders who wish to accept the Offer should complete, sign and return their Forms of Acceptance as soon as possible in accordance with the instructions set out in the Offer Document and in the Form of Acceptance. Prior to the announcement of the Offer IFL had received irrevocable undertakings to accept (or procure the acceptance of) the Offer from the Directors and certain connected persons in respect of 2,148,313 shares, representing 6 per cent. of the then existing issued 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 had also received irrevocable undertakings to accept the Offer from certain of the Ashtenne Directors in respect of a further 1,838,048 Ashtenne Shares the subject of awards under the LTIP representing 5.2 per cent. of the then existing issued ordinary share capital of Ashtenne. The trustee of the Ashtenne Employee Trust has exercised its discretion to transfer shares to these Ashtenne Directors in satisfaction of these awards and acceptances pursuant to these irrevocable undertakings have now been received and are included in the total number of valid acceptances referred to above. 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. SETTLEMENT UNDER THE OFFER Settlement of the consideration due under the Offer in respect of valid acceptances received on or before the close of business on 16 May 2005 will be despatched (or, in respect of Ashtenne Shares held in uncertificated form, credited through CREST) on or before 31 May 2005 in respect of Ashtenne Shares for which valid and complete acceptances of the Offer have already been received. Settlement of the consideration in respect of valid acceptances received on or after today's date will be despatched (or, in respect of Ashtenne shares held in uncertificated form, credited through CREST) within 14 days of receipt of Forms of Acceptance which are valid and complete in all respects. SETTLEMENT OF THE SPECIAL DIVIDEND The Special Dividend will be payable to all Ashtenne Shareholders on the register at the close of business on 23 May 2005, the day four business days after the date of this announcement (the "Record Date"). IFL will ensure that the registration of the transfer to IFL of the Ashtenne Shares comprised in acceptances received is not effected until after the Record Date to enable accepting Ashtenne Shareholders to receive the benefit of the Special Dividend. The Special Dividend will be paid by Ashtenne not later than 31 May 2005. COMPULSORY ACQUISITION AND DELISTING IFL intends, as soon as practicable, to apply the provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire compulsorily any outstanding Ashtenne Shares to which the Offer relates. As the result of the Offer being declared wholly unconditional, notice is hereby given that IFL intends, as soon as practicable, to procure that Ashtenne applies: (a) to the UKLA for the cancellation of the listing of Ashtenne Shares on the Official List; and (b) to the London Stock Exchange for the cancellation of the admission to trading of Ashtenne Shares on the London Stock Exchange's market for listed securities. These cancellations will take effect no earlier than 20 business days commencing on the date of this announcement. Accordingly, it is expected that such cancellations will take effect on 14 June 2005, or as soon thereafter as possible. 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