Merger Update

Evolution Group PLC 5 July 2002 5 July 2002 Not for release, publication or distribution in or into the United States, Canada, Japan or Australia. THE EVOLUTION GROUP PLC RECOMMENDED MERGER OF THE EVOLUTION GROUP PLC ("EVOLUTION") WITH BEESON GREGORY GROUP PLC ("BEESON GREGORY") LEVEL OF ACCEPTANCES AND EXTENSION OF THE MERGER OFFER Evolution announces that at 3.00 pm on 4 July 2002, the first closing date of the Merger Offer, valid acceptances had been received in respect of a total of 58,982,715 Beeson Gregory Shares, representing approximately 85.34 per cent. of Beeson Gregory's issued share capital. Evolution already owns 250,000 Beeson Gregory Shares and in aggregate, therefore, Evolution has received valid acceptances in respect of, or owns, a total of 59,232,715 Beeson Gregory Shares, representing 85.70 per cent. of the existing issued share capital of Beeson Gregory. These acceptances include valid acceptances in respect of 32,015,147 Beeson Gregory Shares, representing approximately 46.32 per cent. of Beeson Gregory's issued share capital, pursuant to irrevocable undertakings to accept the Merger Offer, given by certain Beeson Gregory Shareholders, the Beeson Gregory Directors and certain other Beeson Gregory employees as disclosed in the Offer Document. Immediately prior to commencement of the Offer Period, Evolution owned 250,000 Beeson Gregory Shares. Since that date and other than as referred to herein, neither Evolution nor any person acting in concert with Evolution has acquired or agreed to acquire any Beeson Gregory Shares (or rights over such shares) other than pursuant to the Merger Offer. Evolution announces that the Merger Offer for Beeson Gregory has been extended until 3.00 p.m. on 18 July 2002. Beeson Gregory Shareholders who have not yet accepted the Merger Offer are urged to complete and return their Form of Acceptance (and supporting documents) as soon as possible. Additional Forms of Acceptance are available from Capita IRG on 0870 162 3100. Enquiries: The Evolution Group PLC Tel: 020 7220 4800 Alex Snow Richard Griffiths Graeme Dell Altium Capital Limited Tel: 020 7484 4040 Garry Levin Ben Bailey Sam Fuller Hogarth Partnership Limited Tel: 020 7357 9477 Andrew Jaques Georgina Briscoe Beeson Gregory Group PLC Tel: 020 7488 4040 Andrew Beeson Charles Byford UBS Warburg Tel: 020 7567 8000 Michael Del Mar Christopher Fox Rachael Young Buchanan Communications Tel: 020 7466 5000 Richard Oldworth Nicola Cronk Terms defined in the Offer Document dated 13 June 2002, have the same meaning in this press release unless the context otherwise requires. Altium Capital is acting for Evolution and no one else in connection with the Merger Offer and will not be responsible to anyone other than Evolution for providing the protections afforded to clients of Altium Capital, or for providing advice in relation to the Merger Offer or the New Evolution Shares. UBS Warburg is acting for Beeson Gregory and no one else in connection with the Merger Offer and will not be responsible to anyone other than Beeson Gregory for providing the protections afforded to clients of UBS Warburg, nor for providing advice in relation to the Merger Offer. This announcement does not constitute an offer or invitation to purchase or subscribe for any securities. The Merger Offer is not being made, directly or indirectly, in or into, or by use of the mails of, of by any means or instrumentality (including, without, limitation, facsimile transmission, telex, telephone or internet) of interstate or foreign commerce or any facilities of a securities exchange of, the United States, nor is it being made directly or indirectly, in or into, Canada, Australia or Japan unless an exemption under any applicable laws is available. This information is provided by RNS The company news service from the London Stock Exchange
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