Offer Update - Rule 9

Inland PLC
13 August 2007


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.


Press Release                                                                                
                                                                                

                   Inland plc offer for Poole Investments plc                   
                                                                                

     Inland plc acquires over 30 per cent. of Poole Investments plc shares      


For immediate release
                                                                  13 August 2007

 

On 9 August 2007, Inland plc ('Inland') made a recommended cash offer for the
entire issued and to be issued ordinary share capital of Poole Investments plc
('PI') not already owned by Inland at a price of 6 pence per PI Share (the
'Offer').

 

Inland is pleased to announce that, having purchased 40,101,000 PI shares
representing approximately 21.6 per cent. of the PI Shares in issue today, it
will hold 55,922,500 PI shares when the trades have been settled. Inland's
holding will then represent 30.24 per cent. of the PI shares in issue.

 

As a result of Inland holding over 30 per cent. of PI's issued share capital,
Rule 9 of the City Code on Takeovers and Mergers ('City Code') requires that the
Offer for PI is converted to a mandatory offer which is subject only to the
following conditions:

 

1. the Offer will be subject to valid acceptances being received (and not, where
permitted, withdrawn) by 1.00 p.m. (London time) on the 6 September 2007 (or
such later time(s) and/or date(s) as Inland may, subject to the City Code or
with the consent of the Takeover Panel, decide) in respect of such number of PI
shares which, together with PI shares acquired or agreed to be acquired by
Inland or parties acting in concert with it before or during the Offer Period,
will result in Inland, and any persons acting in concert with it, holding PI
shares which together carry more than 50 per cent. of the voting rights normally
exercisable at general meetings of PI including for this purpose, to the extent
(if any) required by the City Code or the Panel, any such voting rights
attaching to PI shares which are unconditionally allotted or issued before the
Offer becomes or is declared unconditional as to acceptances whether pursuant to
the exercise of any outstanding conversion, option or subscription rights or
otherwise; and

 

2. the Offer will lapse if the acquisition of PI pursuant to the Offer is
referred to the Competition Commission before 1.00 p.m. on 6 September 2007 or
the date when the Offer becomes unconditional, whichever is the later.

 

Starlight Investments Ltd, which is deemed to be acting in concert with Inland
has sold its holding of 14,250,000 PI shares (representing 7.7 per cent. of the
PI shares in issue) to Inland and no longer holds any PI shares. Starlight
Investments Limited had irrevocably undertaken to Inland that it would accept
the Offer. Having now sold its PI shares to Inland, this undertaking ceases to
apply. There are 13,352,854 PI shares (representing 7.2 per cent. of the PI
shares in issue) which remain subject to irrevocable undertakings to accept the
Offer. As at close of business on 9 August 2007, no valid acceptances of the
Offer had been received.

 

The conditions of the Offer are varied as detailed above but is otherwise on the
same terms and conditions. The first closing date of the Offer is at 1pm on 6
September 2007.

 

The acceptance procedure for the Offer remains the same, as set out in the Offer
Document posted to PI Shareholders on 9 August 2007.

 

Enquiries:
Inland plc,
Stephen Wicks                                                 Tel: [phone]

Buchanan Communications,
Mark Edwards / Jeremy Garcia                                 Tel: [phone]

Dawnay, Day Corporate Finance Ltd
David Floyd / Alex Stanbury                                  Tel: [phone]

Poole Investments PLC
David Booth                                                  Tel: [phone]

Zeus Capital Ltd
Nick Cowles / Kevin Wilson                                    Tel:[phone]

 

The directors of Inland accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
Inland (who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information

 

Dawnay, Day Corporate Finance Ltd, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting as exclusively as
financial adviser to Inland in connection with the Offer and will not be
responsible to anyone other than Inland for providing the protections afforded
to customers of Dawnay Day nor for providing advice in relation to the Offer or
any other matter referred to herein.

 

Zeus Capital Ltd, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to PI
for the purposes of Rule 3 of the City Code and no one else in connection with
the Offer and will not be responsible to anyone other than PI for providing the
protections afforded to customers of Zeus Capital nor for providing advice in
relation to the Offer or any other matter referred to herein.

 

 



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