Further re (Acquisition)

Benchmark Group PLC 04 May 2004 Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia or Japan 4 MAY 2004 RECOMMENDED ACQUISITION OF BENCHMARK GROUP PLC BY GE REAL ESTATE POSTING OF SCHEME DOCUMENTATION After close of trading on Friday 30 April 2004, Benchmark posted to Benchmark Shareholders and Benchmark CULS Holders the scheme document relating to the recommended acquisition of Benchmark by GE Real Estate by way of a scheme of arrangement (the 'Scheme'). The scheme document contains important information concerning the meetings of Benchmark Shareholders and Benchmark CULS Holders to be held for the purpose of approving the Scheme. Benchmark Shareholders are asked to return their Forms of Proxy for the Shareholders Court Meeting and the Benchmark EGM by no later than, respectively, 10.00 a.m. on 22 May 2004 and 10.30 a.m. on 22 May 2004. Benchmark CULS Holders are asked to return their Form of Proxy for the CULS Holders Court Meeting by no later than 10.15 a.m. on 22 May 2004. Forms of Proxy for the Shareholders Court Meeting and the CULS Holders Court Meeting can also be handed in to Benchmark's registrars at the relevant meeting. Further details are set out in the scheme document. Terms used in this announcement shall have the same meanings given to them in Part 6 of the scheme document. Press Enquiries Morgan Stanley Tel: +44 20 7425 5000 (Financial adviser to GE Real Estate) Mark Warham Jonathan Lane Financial Dynamics Tel: +44 20 7831 3113 (Public relations adviser to GE Real Estate) Stephanie Highett Dido Laurimore Benchmark Tel: +44 20 7659 0500 K.C. Wong (Independent Director) Nigel Kempner (Chief Executive) HSBC Tel: +44 20 7991 8888 (Financial adviser to Benchmark) Charles Packshaw Charles Ashton (Corporate broker to Benchmark) Heraclis Economides Tavistock Communications Limited Tel: +44 20 7920 3150 (Public relations adviser to Benchmark) Jeremy Carey Morgan Stanley & Co. Limited is acting exclusively for GE PCI and GE Capital and no one else in connection with the Acquisition and will not be responsible to anyone other than GE PCI and GE Capital for providing the protections afforded to clients of Morgan Stanley & Co. Limited nor for providing advice in connection with the Acquisition. HSBC Bank plc, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Benchmark and no one else in connection with the Acquisition and will not be responsible to anyone other than Benchmark for providing the protections afforded to clients of HSBC Bank plc nor for providing advice in connection with the Acquisition. The availability of the Acquisition to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdiction into which this Announcement is released, published or distributed should inform themselves about, and observe such restrictions. This document is not for release, distribution or publication in or into or from the United States, Canada, Australia or Japan. Accordingly, copies of this Announcement are not being, and must not be mailed, or otherwise distributed, or sent in or into or from, the United States, Canada, Australia or Japan. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITY, NOR A SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. Any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control securities of Benchmark, owns or controls or becomes the owner or controller, directly or indirectly, of one per cent. or more of any class of securities of Benchmark is generally required under the provisions of Rule 8 of the City Code to notify a Regulatory Information Service as specified in the Listing Rules and the Panel by no later than 12.00 noon (London time) on the business day following the date of the transaction of every dealing in such securities during the period to the date on which the Scheme becomes effective. Dealings by GE PCI, GE Capital or Benchmark (or by their respective 'associates', within the definition set out in the City Code) in any class of securities of Benchmark until the end of such period must also be disclosed (save where omission of such associates from this requirement has been approved by the Panel). Please consult your financial adviser immediately if you believe this Rule may be applicable to you. This information is provided by RNS The company news service from the London Stock Exchange
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