Industrial Funds Limited 25 May 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 25 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") COMPULSORY ACQUISITION OF OUTSTANDING ASHTENNE SHARES On 17 May 2005 IFL declared that the recommended cash offer to acquire the whole of the issued and to be issued ordinary share capital of Ashtenne was unconditional in all respects. As at 3.00 p.m. on 24 May 2005, the latest practicable date prior to the making of this announcement, IFL had received valid acceptances under the Offer in respect of 35,053,308 Ashtenne Shares, representing approximately 97.08 per cent. in value of the Ashtenne Shares. IFL is today implementing the procedure under sections 428 to 430F of the Companies Act 1985, as amended, to acquire compulsorily all of the outstanding Ashtenne Shares which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances. The Offer for the entire issued and to be issued ordinary share capital of Ashtenne, as set out in the Offer Document, will remain open for acceptance until further notice. 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