Placing & Open Offer at 400p per Share

Wilmington Group Plc 17 February 2000 WILMINGTON GROUP PLC PLACING AND OPEN OFFER OF 7,289,627 NEW ORDINARY SHARES AT 400P PER SHARE The Company announces a Placing of 7,289,627 new Ordinary Shares at 400p per share, subject to the right of qualifying Shareholders to apply for the new Ordinary Shares under an Open Offer. The fund raising is being organised to create a platform from which Wilmington Group can take advantage more rapidly of an anticipated increase in the level of opportunities for growth, particularly from the Internet and, specifically, in the Business to Business ('B2B') e-commerce sector. The majority of the net proceeds of the Placing and Open Offer, which are estimated to amount to approximately £28.5 million, will initially be used to repay bank borrowings. However, with the benefit of the enlarged equity base and ungeared balance sheet resulting from the fund raising, the Directors intend to organise more flexible bank facilities to take advantage of acquisition and investment opportunities. In particular, the Directors are seeking to develop B2B e-commerce initiatives relevant to the Group's professional and business customer base. The Directors also anticipate that a number of opportunities will arise from further rationalisation of the media interests of major communications groups. DETAILS OF THE PLACING AND OPEN OFFER WestLB Panmure Limited, as agent for the Company, has agreed to place a total of 7,289,627 new Ordinary Shares at 400p per share subject to the right of qualifying Shareholders to apply for the new Ordinary Shares pursuant to the Open Offer. Qualifying Shareholders are being invited to apply under the Open Offer for new Ordinary Shares at 400p per share on the following basis: 1 new Ordinary Share for every 10 existing Ordinary Shares held at close of business on 10 February 2000 and so in proportion for any other number of Ordinary Shares then held. Fractions of new Ordinary Shares will not be offered to Shareholders but will be aggregated and placed pursuant to the Placing for the benefit of the Company. The Directors and certain other shareholders have irrevocably undertaken not to apply for 3,506,297 new Ordinary Shares to which they would otherwise be entitled under the Open Offer and these shares are being placed firm by WestLB Panmure. Application will be made to the London Stock Exchange for the 7,289,627 new Ordinary Shares to be admitted to the Official List. The Placing and Open Offer are conditional, inter alia, on such admission occurring on 10 March 2000 or by such later date in March 2000 as the Company, Marshall and WestLB Panmure may agree. WestLB Panmure will invite tenders from institutional investors to participate in the placing of up to 2,522,220 of the new Ordinary Shares at rates of up to 1.125 per cent. ('the Tender'). Institutional investors wishing to participate in the Tender should contact Dominic Morley at WestLB Panmure (020 7 860 3956) in order to request a form of tender and letter. Forms of tender must be received by WestLB Panmure no later than 1.00 p.m. on 17 February 2000. TIMETABLE The timetable for the Placing and Open Offer is expected to be as follows:- Latest time and date for splitting Application 3.00 p.m. 7 March 2000 Forms (bona fide market claims only) Latest time and date for receipt of Application 3.00 p.m. 9 March 2000 Forms and payment in full Dealings commence in the new Ordinary Shares 10 March 2000 CREST stock accounts credited 10 March 2000 Share certificates in respect of new Ordinary 17 March 2000 Shares despatched The new Ordinary Shares will, when issued and fully paid, rank pari passu with the existing Ordinary Shares and will rank for all dividends or other distributions declared, made or paid after the date of issue of the new Ordinary Shares save for the final dividend to be declared in respect of the year ending 29 February 2000. Further details of the Placing and Open Offer, including the procedures for application and payment, will be set out in a letter from Marshall and WestLB Panmure contained in a prospectus which is being sent to Shareholders today and in the Application Form which will accompany the prospectus. Application Forms are personal to shareholders and may not be transferred except to satisfy bona fide market claims. CURRENT TRADING AND PROSPECTS The Directors expect the results for the year to 29 February 2000 to reflect continued healthy overall performance from existing businesses and a satisfactory initial contribution from Central Law Group which was acquired in June 1999. A number of titles were acquired from United News & Media Group towards the end of the Company's financial year and, as indicated at that time, the impact of seasonal losses and reorganisation costs will be no more than £500,000 and will be recognised in the current year's accounts. Based on initial budgets, anticipated opportunities in the market and the benefits of the proposed fund raising, the Directors expect the Group to continue its record of development in the next financial year. Marshall Securities Limited and WestLB Panmure Limited are acting exclusively for Wilmington Group plc in connection with the Placing and Open Offer. Marshall Securities Limited and WestLB Panmure Limited are not acting for, and will not be responsible to, any other person for providing the protections afforded to customers of Marshall Securities Limited and WestLB Panmure Limited respectively or for advising any such person on the contents of this document or any transaction or arrangement referred to herein. PRESS ENQUIRIES: Wilmington Group plc Brian Gilbert, Chief Executive 020 7 251 6499 Marshall Securities Limited Stephen Connolly 020 7 490 3788 John Webb WestLB Panmure Limited Tim Linacre 020 7 638 4010

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Wilmington (WIL)
UK 100

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