Result of Tender Offer - Replacement

Result of Tender Offer - Replacement 

    LONDON--(BUSINESS WIRE)--May 24, 2003--

The issuer advises that the following replaces the Result of Tender
Offer announcement released today at 07:00 BST under BW2003052600201.

The despatch date in the penultimate paragraph should have read "29
May 2003" and not "29 June 2002" as previously stated.

All other details remain unchanged. The full amended text appears
below.


                       Results of Tender Offer

The Board of ARC announces that valid tenders pursuant to the Tender
Offer, made by WestLB Panmure ("Panmure"), which closed at 3 p.m. on
23 May 2003, were received for 226,332,808 Ordinary Shares. The Strike
Price for the Tender Offer is 29 pence per Ordinary Share.

As the number of Ordinary Shares tendered exceeded the (pound)48.5
million (less the cost of the Tender Offer) available for the Tender
Offer, valid tenders at the Strike Price will be scaled back pro rata
so that approximately 89 shares will be repurchased for every 100
shares tendered at the Strike Price. Tenders at prices below the
Strike Price will be accepted in full at the Strike Price and tenders
at prices above the Strike Price will not be accepted. Shareholders
holding 1,000 shares or less tendering shares at or below the strike
price will be accepted in full. A total of 162,413,705 Ordinary Shares
are being repurchased for cancellation, leaving 143,088,484 Ordinary
Shares in issue.

The repurchase of the tendered Ordinary Shares will be effected by
Panmure on Tuesday 27 May 2003. ARC will subsequently acquire for
cancellation from Panmure, at the Strike Price of 29 pence, the
Ordinary Shares purchased by Panmure under the Tender Offer.

The consideration for the Tender Offer is expected to be despatched on
Thursday 29 May 2003 to those Shareholders who have successfully
tendered Ordinary Shares under the Tender Offer.

Definitions used in this announcement have the meanings given in the
circular sent to Shareholders (other than certain Overseas
Shareholders) dated 8 May 2003 setting out the formal terms of and
condition to the Tender Offer.

Enquiries:                                

ARC International plc                           001 408 437 3400

Mike Gulett, Chief Executive Officer
Monica Johnson, Chief Financial Officer

Panmure                                         [phone]

Andrew Godber
Mark Lander

Tulchan Communications                          [phone]

Julie Foster
Tim Lynch

This announcement is not for release, publication or distribution in 
or into or from Australia or Japan

   Short Name: Arc Intl PLC
   Category Code: RTE
   Sequence Number: 00005141
   Time of Receipt (offset from UTC): 20030523T201534+0100