Offer Appendices

Brooks Service Group PLC
5 December 2000



                               Appendix I                                  
                                                                              
                           Conditions of the Offer                            

The Offer is subject to the following conditions:

(a)  valid acceptances of the Offer being received (and not, where permitted,
     withdrawn) by not later than 3.00 p.m. on 3 January 2001 (or such later
     time(s) and/or date(s) as Bravo Investments may, subject to the rules of
     the Code, decide) in respect of not less than 90 per cent. (or such lower
     percentage as Bravo Investments may decide) in nominal value of the
     Brooks Service Group Shares to which the Offer relates, provided that
     this condition will not be satisfied unless Bravo Investments shall have
     acquired or agreed to acquire (whether pursuant to the Offer or
     otherwise) Brooks Service Group Shares carrying, in aggregate, more than
     50 per cent. of the voting rights then normally exercisable at general
     meetings of Brooks Service Group including, to the extent (if any)
     required by the Panel, any voting rights attaching to any Brooks Service
     Group Shares which are unconditionally allotted or issued before the
     Offer becomes or is declared unconditional as to acceptances pursuant to
     the exercise of any options under any of the Brooks Service Group Share
     Option Schemes or otherwise. For the purposes of this condition:

     (i)    Brooks Service Group Shares which have been unconditionally
            allotted but not issued shall be deemed to carry the voting rights
            they will carry upon issue;

     (ii)   the expression 'Brooks Service Group Shares to which the Offer
            relates' shall be construed in accordance with Sections 428 to
            430F of the Companies Act and, in particular, excludes the Brooks
            Service Group Shares that are the subject of the Shareholders'
            Agreement;

(b)  no government, or governmental, quasi-governmental, supranational,
     statutory, regulatory or investigative body, authority (including any
     national anti-trust or merger control authority), court, trade agency,
     association, institution or professional or environmental body or any
     other person or body in any jurisdiction (each a 'Relevant Authority')
     having decided to take, institute, implement or threaten any action,
     proceedings, suit, investigation, enquiry or reference (and in each case
     not having irrevocably withdrawn the same), or made, proposed or enacted,
     any statute, regulation, order or decision (and any such statute,
     regulation, order or decision remaining in force), or taken any other
     steps which would or might reasonably be expected to:

     (i)    make the Offer, or its implementation, or the acquisition or
            proposed acquisition of any Brooks Service Group Shares or other
            securities in the control of Brooks Service Group by Bravo
            Investments or by any other member of the Bravo Holdings Group,
            void, illegal and/or unenforceable under the laws of any relevant
            jurisdiction or otherwise, directly or indirectly, restrain,
            prohibit, restrict, delay or otherwise interfere with the Offer,
            its implementation or such acquisition or proposed acquisition by
            Bravo Investments or impose additional conditions or obligations
            with respect thereto, or otherwise challenge or interfere
            therewith or require amendment to the terms of the Offer in a
            material respect in the context of the Offer or such acquisition
            or proposed acquisition;

     (ii)   result in a delay in the ability of Bravo Investments or any
            other member of the Bravo Holdings Group, or render Bravo
            Investments or any other member of the Bravo Holdings Group
            unable to acquire all or some of the Brooks Service Group Shares
            or require, prevent or delay a divestiture or alter the terms of
            any proposed divestiture by Bravo Investments of any such Brooks
            Service Group Shares;

     (iii)  require, prevent or delay the divestiture by Bravo Investments or
            any other member of the Bravo Holdings Group, or any member of
            the Group of all or any portion of their respective businesses,
            assets or properties (including, in the case of Bravo
            Investments, any Brooks Service Group Shares) or impose any
            limitation on the ability of any of them to conduct or deal with
            all or any portion of their respective businesses or to own or
            deal with all or any portion of their respective assets or
            properties or part thereof;
   
     (iv)   impose any limitation or delay on the ability of Bravo
            Investments or any other member of the Bravo Holdings Group to
            acquire, directly or indirectly, or to hold or exercise
            effectively, directly or indirectly, all or any rights of
            ownership of shares or other securities (or the equivalent)
            convertible into shares in any member of the Group or to exercise
            management control over any member of the Group;

     (v)    require Bravo Investments or any other member of the Bravo
            Holdings Group to offer to acquire or repay any shares or other
            securities (or the equivalent) convertible into shares in and/or
            indebtedness of any member of the Group  owned by any third party
            other than by implementation of the Offer;

     (vi)   result in any member of the Group ceasing to be able to carry on
            business under the name which it presently does so or impose any
            limitation on Bravo Investments or any other member of the Bravo
            Holdings Group and/or any member of the Group integrating its
            business, or any material part of it, with the business of any
            member of the Group or Bravo Investments or any member of the
            Bravo Holdings Group, respectively; or

     (vii)  otherwise materially adversely affect the business, assets,
            profits or prospects of any member of the Group or the Bravo
            Holdings Group, in each case, taken as a whole;

     and all applicable waiting and other time periods during which any
     Relevant Authority could decide to take, institute, implement or threaten
     any such action, proceedings, suit, investigation, enquiry or reference
     or otherwise intervene having expired, lapsed or been terminated;

(c)  all filings in connection with the Offer or its implementation having
     been made, all appropriate waiting periods (including extensions thereof)
     in respect of the Offer under any applicable legislation or regulations
     of any jurisdiction having expired, lapsed or been terminated and all
     authorisations, orders, recognitions, grants, consents, licences,
     confirmations, clearances, permissions and approvals ('Authorisations')
     which are necessary or are reasonably considered appropriate by Bravo
     Investments for or in respect of the Offer and the proposed acquisition
     of any Brooks Service Group Shares by Bravo Investments or any other
     member of the Bravo Holdings Group, or which are reasonably considered
     appropriate by Bravo Investments for any member of the Group to carry on
     its business, having been obtained in terms and in a form reasonably
     satisfactory to Bravo Investments from all appropriate Relevant
     Authorities or (without prejudice to the generality of the foregoing)
     other persons or bodies with whom Bravo Investments or any member of the
     Group has entered into contractual arrangements (in relation to the
     carrying on of the business of the Group where the absence of such
     Authorisations would have a material adverse effect on the Bravo
     Holdings Group or the Group taken as a whole) and all such Authorisations
     remaining in full force and effect and there being no intimation or
     notice of an intention to revoke, suspend, restrict, modify or not to
     renew any of the same having been received, in each case as may be
     necessary in connection with the Offer under the laws or regulations of
     any jurisdiction and all necessary statutory or regulatory obligations
     which are material to the Offer and its implementation in any relevant
     jurisdiction having been complied with;

(d)  save as disclosed in the Offer Document or in Brooks Service Group's
     annual report and accounts for the year ended 25 December 1999 or in any
     public announcement by Brooks Service Group to, and released by, the
     Company Announcements Office of the London Stock Exchange after that date
     and before the date of the announcement of the Offer (in each case
     'publicly announced'), and save as known by Bravo Investments from its
     due diligence at the date of the Offer, there being no provision of any
     arrangement, agreement, licence, permit, franchise or other instrument to
     which any member of the Group is a party or by or to which any such
     member or any of its assets is or are or may be bound, entitled or
     subject, or any circumstance which, as a consequence of the making of the
     Offer or the acquisition or proposed acquisition by Bravo Investments or
     any other member of the Bravo Holdings Group of Brooks Service Group
     Shares or because of a change in control of Brooks Service Group would or
     might be reasonably expected to result in:

     (i)    any monies borrowed by or other indebtedness or liabilities
            (actual or contingent) or any grant available to any member of the
            Group being or becoming repayable or being capable of being
            declared repayable immediately or prior to the stated maturity
            date or repayment date or the ability of any such member to borrow
            monies or incur any indebtedness being withdrawn or inhibited or
            being capable of becoming or being withdrawn or inhibited;

     (ii)   the creation of any mortgage, charge or other security interest
            over the whole or any part of the business, property or assets of
            any member of the Group or any such security (whenever arising or
            having arisen) becoming enforceable;

     (iii)  any such arrangement, agreement, licence, permit, franchise or
            instrument, or the rights, liabilities, obligations or interests
            or business of any member of the Group under any such arrangement,
            agreement, licence, permit, franchise or instrument, being or
            becoming capable of being, terminated or adversely modified or
            affected in accordance with or, pursuant to its terms or any
            action being taken or any onerous obligation arising thereunder in
            accordance with or pursuant to its terms;

     (iv)   any assets or interests of any member of the Group being or
            falling to be disposed of or charged or any right arising under
            which any such asset or interest could be required to be disposed
            of or charged or cease to be available to any member of the Group
            otherwise than in the ordinary course of business;

     (v)    the rights, liabilities, obligations, interests or business of
            Bravo Investments or any other member of the Bravo Holdings
            Group or any member of the Group in or with any person, firm,
            company or body (or any arrangement or arrangements relating to
            such rights, liabilities, obligations, interests or business)
            being terminated or adversely modified or affected;

     (vi)   any member of the Group ceasing to be able to carry on business in
            the manner or under any name under which it presently does so; or

     (vii)  the value or the financial or trading position or prospects of the
            Group taken as a whole being adversely prejudiced or affected;

(e)  no member of the Group having since 25 December 1999 (save as publicly
     announced and save as known by Bravo Investments from its due diligence
     at the date of the Offer):

     (i)    issued, agreed, authorised or proposed the issue of additional
            shares of any class, or securities convertible into or
            exchangeable for, or rights, warrants or options to subscribe for
            or acquire, any such shares or convertible securities (save for
            the options granted pursuant to the Brooks Service Group Share
            Option Schemes in so far as details of those options have been
            disclosed to Bravo Investments or any of its advisers prior to 5
            December 2000 and for any Brooks Service Group Shares allotted
            upon exercise of options granted prior to the date of the
            announcement of the Offer under the Brooks Service Group Share
            Option Schemes);

     (ii)   recommended, declared, paid or made or proposed to recommend,
            declare, pay or make any bonus, dividend or other distribution
            other than by a wholly-owned subsidiary, whether payable in cash
            or otherwise;

     (iii)  authorised or proposed or announced its intention to propose any
            change in its loan capital;

     (iv)   merged with any body corporate or acquired or disposed of, or
            demerged or transferred, mortgaged or charged or created any
            security interest over, any assets or any right, title or interest
            in any asset (including shares and trade investments), or
            authorised, proposed or announced any intention to propose any
            such merger, demerger, acquisition, disposal, transfer, mortgage,
            charge or security interest;

     (v)    issued, authorised or proposed the issue of any debentures or
            incurred or increased any indebtedness or contingent liability in
            each case to an extent which is material in the context of the
            Group, taken as a whole;

     (vi)   purchased, redeemed or repaid or announced any proposal to
            purchase, redeem or repay any of its own shares or other
            securities or redeemed or reduced or made any other change to any
            part of its share capital;

     (vii)  entered into, or varied, or authorised, proposed or announced its
            intention to enter into or vary any contract, transaction,
            arrangement or commitment (whether in respect of capital
            expenditure or otherwise) which is of a long-term, onerous or
            unusual nature or magnitude, or which involves or might reasonably
            be expected to involve an obligation of a nature or magnitude, or
            might be restrictive on the business of any member of the Group or
            any member of the Bravo Holdings Group, or is other than in the
            ordinary course of business which, in any case, is material in the
            context of the Group, taken as a whole;

     (viii) implemented, or authorised, proposed or announced its intention to
            implement or enter into any reconstruction, amalgamation,
            commitment, scheme or other transaction or arrangement, which in
            any case, is material in the context of the Group, taken as a
            whole;

     (ix)   entered into or varied or made an offer (which remains open for
            acceptance) to enter into or vary (to any significant extent) the
            terms of any service agreement or any other agreement or
            arrangement (or given or received notice of termination of any
            such service agreement or arrangement) with any of its directors
            or senior executives or any connected person of any such person
            (within the meaning of section 346 of the Companies Act);

     (x)    waived or compromised any claim other than in the ordinary course
            of business as presently conducted;

     (xi)   taken any corporate action or had any order made for its winding
            up, dissolution or re-organisation or for the appointment of a
            receiver, administrative receiver, trustee or similar officer of
            all of any of its assets or revenues or any analogous event,
            proceedings or steps having occurred in any jurisdiction or had
            any such analogous person appointed or been unable to pay its
            debts or having stopped or suspended payment of its debts
            generally or ceased or threatened to cease carrying on all or a
            significant part of its business;

     (xii)  merged with any body corporate or acquired or disposed (in either
            case otherwise than in the ordinary course of trading) of any
            assets (including shares in subsidiaries, associates and trade
            investments) or made any change in its share or loan capital to an
            extent which is material in the context of the Group taken as a
            whole or authorised or proposed or announced an intention to
            propose the aforesaid;

     (xiii) entered into any contract, transaction or arrangement which would
            be restrictive on the business of any member of the Group to an
            extent which is material in the context of the Group taken as
            whole;

     (xiv)  made any alteration to its memorandum or articles of association
            or other incorporation or constitutional documents which is
            material in the context of the Offer; or

     (xv)   entered into or made an offer (which remains open for acceptance)
            to enter into an agreement, contract, arrangement or commitment or
            passed any resolution or announced or made any proposal with
            respect to any of the transactions or events referred to in this
            condition (e);

(f)  since 25 December 1999, save as publicly announced or known by Bravo
     Investments from its due diligence at the date of the Offer:

     (i)    there having been no adverse change or deterioration in the
            business, assets, financial or trading position or profits or
            prospects of any member of the Group to an extent which is
            material in the context of the Group taken as a whole;

     (ii)   there not having been instituted or remaining outstanding
            arbitration proceedings, prosecution or other legal proceedings to
            which any member of the Group is a party (whether as plaintiff or
            defendant or otherwise) and no such proceedings having been
            threatened against any such member and no inquiry or investigation
            by or complaint or reference to any Relevant Authority against or
            in respect of any such member or the business carried on by any
            such member having been threatened, announced or instituted or
            remaining outstanding by, against or in respect of any such member
            and the effect of which in each case is or might reasonably be
            deemed likely to be material in the context of the Group, taken as
            a whole;

     (iii)  no contingent or other liability having arisen or been incurred or
            become apparent to Bravo Investments which might reasonably be
            expected adversely to affect any member of the Group, taken as a
            whole;

(g)  Bravo Investments not having discovered after the date of the Offer
     that:

     (i)    any financial or business information concerning Brooks Service
            Group or the Group publicly announced or disclosed in writing to
            Bravo Investments by Brooks Service Group (or its directors
            acting in their capacity as directors of Brooks Service Group or
            to professional advisers to Bravo Investments in the course of
            due diligence conducted by or on behalf of Bravo Investments) is
            materially misleading or contains a misrepresentation of fact or
            omits to state a fact necessary to make the information contained
            therein not materially misleading;

     (ii)   any member of the Group is subject to any liability, contingent or
            otherwise, which is material in the context of the Group, taken as
            a whole;

     (iii)  any past or present member of the Group has failed to comply to a
            material degree with any environmental legislation, regulation,
            notice or order relating to it or with any permit, licence or
            other authorisation required to be held by it under such
            environmental legislation, regulation, notice or order;

For the purpose of these conditions, the 'Bravo Holdings Group' means any
holding companies of Bravo Holdings, its subsidiary undertakings and
associated undertakings and any other undertakings in which any such holding
company, Bravo Holdings and any such undertaking (aggregating their interests)
have a substantial interest and for these purposes, 'subsidiary undertaking',
'associated undertaking' and 'undertaking' have the meanings given by the
Companies Act (but for this purpose ignoring paragraph 20(1)(b) of schedule 4A
of the Companies Act) and 'substantial interest' means a direct or indirect
interest in 20 per cent. or more of the equity share capital (as defined in
section 744 of the Companies Act).

Bravo Investments reserves the right to waive, in whole or in part, all or any
of conditions (b) to (g) inclusive. If Bravo Investments is required by the
Panel to make an offer for Brooks Service Group Shares under the provisions of
Rule 9 of the Code, Bravo Investments may make such alterations to the above
conditions, including condition (a) above, as are necessary to comply with the
provisions of that Rule.

The Offer will lapse unless the conditions set out above (other than condition
(a) to the Offer) are fulfilled or (if capable of waiver) waived or, where
appropriate, have been determined by  Bravo Investments in its reasonable
opinion to be or to remain satisfied no later than 21 days after the latest of
the first closing date of the Offer and the date on which the Offer becomes or
is declared unconditional as to acceptances, or such later date as the Panel
may agree.

The Offer will lapse if it is referred to the Competition Commission before
3.00 p.m. on 3 January 2001 or the date on which the Offer becomes or is
declared unconditional as to acceptances, whichever is the later. If the Offer
so lapses, the Offer will cease to be capable of further acceptance and
accepting Brooks Service Group Shareholders and Bravo Investments will cease
to be bound by Forms of Acceptance submitted before the time when the Offer
lapses.

 
                                 Appendix II                                  
                                                                              
                                 Definitions                                  

The following definitions apply throughout this press announcement unless the
context requires otherwise:
       
'Alchemy Investment Plan'       the discretionary funds managed by Alchemy
                                Partners (Guernsey) with advice from Alchemy
                                Partners
       
'Alchemy Partners'              Alchemy Partners Nominees, Alchemy Partners or
                                Alchemy Partners (Guernsey) as the context may
                                require
       
'Alchemy Partners (Guernsey)'   Alchemy Partners (Guernsey) Limited, the
                                manager of the Alchemy Investment Plan
       
'Bravo Holdings'                Bravo (Holdings) Limited (registered number
                                4114383) whose registered office is at 20
                                Bedfordbury, London WC2N 4BL

'Bravo Holdings Group'          Bravo Holdings and its subsidiary
                                undertakings
       
'Bravo Holdings Shares' or      ordinary shares of 1 pence each in the share
'Consideration Shares'          capital of Bravo Holdings
       
'Bravo Investments' or          Bravo Investments plc (registered number
'Offeror'                       4092652) whose registered office is 20
                                Bedfordbury, London  WC2N 4BL
       
'Bravo Investments Shares'      ordinary shares of £1 each in the share
                                capital of Bravo Investments

'Brooks Service Group'          Brooks Service Group Plc
or 'the Company'                
       
'Brooks Service Group Share     the Brooks Service Group Share Option Scheme
Option Schemes'                 and the Brooks Service Group Share Option
                                Scheme (1996) 
       
'Brooks Service Group           holders of Brooks Service Group Shares
Shareholders' or 'Shareholders' 
       
'Brooks Service Group Shares'   the existing unconditionally allotted or
or 'Shares'                     issued and fully paid ordinary shares of 25p
                                each in the capital of Brooks Service Group
                                (including such of those ordinary shares as
                                are the subject of the Shareholders'
                                Agreement) and any further such shares which
                                are unconditionally allotted or issued and
                                fully paid before the date on which the Offer
                                closes (or such earlier date(s) as Bravo
                                Investments may, subject to the Code,
                                determine) 
       
'Closing Price'                 the closing middle market price of a Brooks
                                Service Group Share as derived from the
                                Official List
       
'Code'                          the City Code on Takeovers and Mergers 
       
'the Companies Act'             the Companies Act 1985 (as amended)
            
'Discounted Loan Stock'         the discounted, unsecured loan stock of Bravo
                                Investments to be issued pursuant to the
                                Shareholders' Agreement
       
'Form of Acceptance'            the form of acceptance, authority and election
                                to be issued in connection with the Offer
                                which will accompany the Offer Document
       
'the Group'                     Brooks Service Group, and its subsidiary
                                undertakings
       
'Independent Directors'         R S Brooks, A J Davison, D M Telling and C G
                                Botsford 
       
'LIBOR'                         London Inter-bank Offered Rate for six monthly
                                sterling deposits
       
'Loan Notes'                    the variable rate, guaranteed, unsecured loan
                                notes of Bravo Investments to be issued
                                pursuant to the Loan Note Alternative and the
                                Shareholders' Agreement
       
'Loan Note Alternative'         the loan note alternative whereby eligible
                                Brooks Service Group Shareholders who validly
                                accept the Offer may elect to receive Loan
                                Notes in lieu of all or part of the cash
                                consideration to which they would otherwise
                                have been entitled under the Offer

'London Stock Exchange'         London Stock Exchange plc
       
'Management'                    John Walters and Patrick Mulcahy (each a
                                'Manager')
       
'Management Brooks Service      the Brooks Service Group Shares held by the
Group Shares'                   Managers and/or their immediate families
                                (including any Brooks Service Group Shares
                                which may be issued to Management and their
                                immediate families pursuant to the exercise of
                                options under the Brooks Service Group Share
                                Option Schemes) and which are the subject of
                                the Shareholders' Agreement
       
'Offer'                         the recommended offer to be made by Rickitt
                                Mitchell on behalf of Bravo Investments to
                                acquire all of the issued and to be issued
                                Brooks Service Group Shares not already held
                                by Bravo Investments subject to the terms and
                                conditions to be set out in the Offer Document
                                and in the Form of Acceptance, and including,
                                where the context so permits, the Loan Note
                                Alternative, and, where the context so
                                requires, any subsequent revision, variation,
                                extension or renewal of such offer or the Loan
                                Note Alternative
                                       
'Offer Document'                the formal offer document to be sent to Brooks
                                Service Group Shareholders which will contain
                                the Offer.
       
'Official List'                 the official list of the UK Listing Authority
       
'Panel'                         the Panel on Takeovers and Mergers
       
'Pinto Partners LP'             the limited partnership through which Mr M
                                Pinto and his family make investments
       
'Rickitt Mitchell'              Rickitt Mitchell & Partners Limited
  
'Rowan Dartington'              Rowan Dartington & Co. Limited
       
'Shareholders' Agreement'       the shareholders' agreement details of which
                                are set out in the Offer Document
       
'subsidiary' and 'subsidiary    have the meanings given to them in the 
undertaking'                    Companies Act
       
'The RMP Investment             the partnership through which the directors
Partnership'                    and employees of Rickitt Mitchell make
                                investments

'UK' or 'United Kingdom'        the United Kingdom of Great Britain and
                                Northern Ireland
       
'UK Listing Authority'          the Financial Services Authority acting in its
                                capacity as the competent authority for the
                                purposes of Part IV of the Financial Services
                                Act 1986 and in the exercise of its functions
                                in respect of the Official List otherwise than
                                in accordance with Part IV of the Financial
                                Services Act 1986
       
'United States of America',     the United States of America, its territories
'US' or 'United States'         and possessions, any state of the United
                                States of America, the District of Columbia,
                                and all other areas subject to its
                                jurisdictions
       
'US person'                     a US person as defined in Regulation S under
                                the US Securities Act of 1933 

 
                                 Appendix III                                 
                 Financial effects of acceptance of the Offer                 

The following tables show, for illustrative purposes only, and on the bases
and assumptions set out in the notes below, the financial effects of
acceptance of the Offer on capital value and gross income for a holder of one
Brooks Service Group Share if the Offer becomes or is declared unconditional
in all respects:

(a)   Increase in capital value under the terms of the Offer       

                                                             (1)          (2)
                                               Notes       Offer    Loan Note
                                                             (p)  Alternative
                                                                          (p)

      Market value of one Brooks Service 
      Group Share                                (i)      165.00       165.00

      Cash consideration/estimated market value 
      of Loan Notes                             (ii)      200.00       196.00
                                                          ------       ------
      Increase in capital value                            35.00        31.00
                                                          ======       ======

      Representing an effective increase 
      in capital value of approximately                    21.21%       18.79%

(b)   Increase in gross income under the 
      terms of the Offer

      Gross annual income from re-investment 
      of cash consideration                    (iii)        10.18           -

      Gross income from Loan Notes              (iv)           -        10.04

      Gross dividend income on one Brooks 
      Service Group Share                        (v)        7.22         7.22
                                                           -----        -----
      Increase in gross income                              2.96         2.82
                                                           =====        =====

      Representing an effective increase in 
      gross income of approximately                        41.00%       39.06%


Notes:

(i)   The market value of one Brooks Service Group Share is based on the
      Closing Price of 165p at the close of business on 27 November 2000
      (being the last dealing day prior to the date on which Brooks Service
      Group announced that it had received an approach which could lead to an
      offer).

(ii)  This represents Rickitt Mitchell's estimated valuation of the Loan Notes
      of not less than 98p per £1 nominal value, based on market conditions on
      4 December 2000 (the last practicable date prior to this announcement).

(iii) Consideration in cash is assumed to be re-invested so as to yield 5.09
      per cent. per annum, being the FT Actuaries Average Gross Redemption
      Yield for medium coupon British Government Securities with maturities of
      five to ten years on 1 December 2000, as published in the Financial
      Times on 4 December 2000 (being the last practicable date prior to
      this announcement).

(iv)  The gross income from the Loan Notes is based on an annual interest rate
      of 5.02 per cent. calculated as 1 per cent. per annum below LIBOR as
      at 4 December 2000 (the last practicable date prior to this
      announcement).

(v)   The gross income from one Brooks Service Group Share is based on the
      aggregate of: (i) the final dividend of 4.00p (net) per Share in respect
      of the year ended 25 December 1999 and (ii) the interim dividend of 2.5p
      (net) per Share in respect of the financial year ending 30 December
      2000, together with the associated tax credits of 10/90ths on those
      dividends. 

(vi)  Save as referred to in note (v) above, no account has been taken of any
      liability to taxation.