Offer Update

Restaurant Group PLC 23 January 2004 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA FOR IMMEDIATE RELEASE 23 January 2004 THE RESTAURANT GROUP PLC Response to ASK Central plc ('ASK Central') announcement regarding a possible offer by TDR Capital LLP ('TDR') and Capricorn Ventures International ('Capricorn') The board of The Restaurant Group notes today's announcement by ASK Central regarding a possible offer by TDR and Capricorn. The board of The Restaurant Group notes that the possible offer from TDR and Capricorn is subject to a number of pre-conditions that include the finalisation of debt financing to make the offer. It is still unclear whether any offer will be forthcoming from TDR. The cash and shares offer by The Restaurant Group made on 22 December 2003, which is fully funded, remains the only offer available for acceptance by ASK Central shareholders. In addition, as announced on 19 January 2004, the Office of Fair Trading has decided, on the information currently available to it, not to refer the merger of ASK Central and The Restaurant Group to the Competition Commission under the provisions of the Enterprise Act 2002. As at 3.00pm on 22 January 2004, The Restaurant Group had received acceptances in respect of 45,535,157 ASK Central shares, representing approximately 47.3 per cent of the issued share capital of ASK Central, up from 46.0 per cent at the first closing date on 19 January 2004. This total includes acceptances in respect of 7,126,548 ASK Central Shares, representing approximately 7.5 per cent. of the existing issued share capital of ASK Central, pursuant to the irrevocable undertakings to accept The Restaurant Group offer from the Directors of ASK Central. The next closing date of The Restaurant Group's offer and the associated Mix and Match facility is 3.00pm on 26 January 2004. To the extent they have not already done so, ASK Central shareholders who wish to accept The Restaurant Group offer should complete and return their Form of Acceptance by that date. Save as disclosed in this announcement, neither The Restaurant Group, nor any persons acting, or deemed to be acting, in concert with The Restaurant Group held any ASK Central Shares (or rights over ASK Central Shares) or has acquired or agreed to acquire any ASK Central Shares (or rights over ASK Central Shares) during the Offer Period. Alan Jackson, Executive Chairman of The Restaurant Group, commented: 'This is the third announcement regarding a possible offer from TDR, but there is still no offer from them capable of acceptance by ASK Central shareholders. 'We believe The Restaurant Group offer not only represents a business combination with compelling strategic logic, but also provides ASK Central shareholders with an attractive mix of cash value now and continued participation in the future performance of the enlarged group.' Words and expressions defined in the Offer Document and Listing Particulars dated 22 December 2003 shall have the same meaning when used in this announcement. Enquiries: The Restaurant Group plc 020 7747 7750 Alan Jackson, Executive Chairman Andrew Page, Group Managing Director Dresdner Kleinwort Wasserstein 020 7623 8000 Charles Batten Christopher Baird College Hill 020 7457 2020 Matthew Smallwood Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for The Restaurant Group and for no one else in connection with the Offer and the Placing and will not be responsible to anyone other than The Restaurant Group for providing the protections afforded to customers of Dresdner Kleinwort Wasserstein Limited, or for affording advice in relation to the Offer and the Placing or any matters referred to in this announcement. The Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any facilities of a national, state or other securities exchange of any US Restricted Jurisdiction, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer should not be accepted by any such use, means, instrumentality or facility, or from within any US Restricted Jurisdiction, Canada, Australia, Japan or any such other jurisdiction and doing so may render invalid any purported acceptance of the Offer. Accordingly, copies of this announcement and any documents related to the Offer are not being and must not be mailed, forwarded, sent, transmitted or otherwise distributed in, into or from any US Restricted Jurisdiction, Canada, Australia, Japan or any such other jurisdiction and all persons receiving such announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not distribute, forward, mail or transmit or send them into or from any US Restricted Jurisdiction, Canada, Australia, Japan or any such other jurisdiction. END This information is provided by RNS The company news service from the London Stock Exchange
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