Liberty - Offer Update

Retail Stores PLC
8 August 2000


Retail Stores Plc ('Retail Stores') (a company controlled by Marylebone
Warwick Balfour Group Plc ('MWB'), with minority interests associated with
Brian Myerson's family)

Recommended cash offer with a Partial Share Alternative for Liberty Plc
('Liberty') Ordinary Shares

Recommended preference share offers for Liberty Cumulative Non-redeemable
Preference Shares

Level of acceptances of 9.5% Preference Share Offer

Retail Stores announces that by 1.00 p.m. on 8th August 2000, it had received
valid acceptances under the 9.5% Preference Share Offer in respect of 476,305
Liberty 9.5% Preference Shares, representing approximately 82.5 per cent. of
the issued 9.5% Preference Share capital of Liberty. As the level of
acceptances of this offer is less than 90 per cent., under the terms of the
9.5% Preference Share Offer, this offer has lapsed and all documents of title
and other documents lodged with forms of acceptance will be returned to
acceptors of the 9.5% Preference Share Offer as soon as practicable.  The
lapsing of this offer has no effect on the terms of the other offers or on the
strategy being adopted by Retail Stores for the reorganisation of Liberty as
contained in the offer document dated 9th June 2000.  The 9.5% Preference
Shares in Liberty will remain as non-equity minority interests in the accounts
of Liberty as a subsidiary of Retail Stores.

Retail Stores announced on 4th July 2000 that it had received valid
acceptances under the Ordinary Offer in respect of more than 90 per cent. of
the Ordinary Shares to which the Ordinary Offer related. On 17th July 2000
Retail Stores also announced that it had received valid acceptances under the
6% Preference Share Offer in respect of more than 90 per cent. of the 6%
Preference Shares to which the 6% Preference Share Offer related. In
accordance with the provisions of sections 428 to 430F of the Companies Act
1985, Retail Stores has, therefore, commenced compulsory acquisition
procedures to acquire all outstanding Liberty Ordinary Shares and all
outstanding 6% Preference Shares which had not accepted the Ordinary Offer or
the 6% Preference Share Offer respectively.

The Ordinary Offer and the 6% Preference Share Offer remain open for
acceptance.

On announcement of its Offers on 16th May 2000, Retail Stores was interested
in 143,976 9.5% Preference Shares representing approximately 24.9 per cent. of
Liberty's issued 9.5% Preference Share Capital.

The definitions contained in the offer document sent to Liberty Shareholders
on 9th June 2000 apply for the purposes of this announcement.

Save as disclosed in this announcement, neither Retail Stores, nor anyone
deemed to be acting in concert with Retail Stores owned or controlled any
Liberty 9.5% Preference Shares (or rights over such shares) immediately prior
to the commencement of the offer period, which commenced on 11th February
2000, or during the offer period has acquired, or agreed to acquire any
Liberty 9.5% Preference Shares (or rights over such shares).

Enquiries:
 
Andrew Blurton       MWB              020 7706 2121
Antony Macwhinnie    Deutsche Bank    020 7545 8000

Deutsche Bank, which is regulated by The Securities and Futures Authority
Limited, is acting for Retail Stores and MWB and for no one else in connection
with the Offers and will not be responsible to anyone other than Retail Stores
and MWB for providing the protections afforded to customers of Deutsche Bank
or for giving advice in relation to the Offers.

This announcement is not an offer of securities for sale in the USA, Canada,
Australia or Japan. The Offers will not be made, directly or indirectly, in or
into, or by use of the mails, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex or telephone) of interstate
or foreign commerce of, or any facilities of a national securities exchange
of, the USA, Canada, Australia or Japan and the Offers will not be capable of
acceptance by any such use, means or instrumentality or facility or from or
within the USA, 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 USA, Canada, Australia or Japan.