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Booker PLC (BOK)

  Print      Mail a friend       Annual reports

Thursday 25 May, 2000

Booker PLC

Offer by Iceland Group-PT.1

Booker PLC
25 May 2000


PART 1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
   UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN


         RECOMMENDED MERGER OF ICELAND AND BOOKER


*    The boards of Iceland and Booker have agreed the terms
     of a Merger between the groups.

*    Existing Iceland Shareholders will own 61.1 per  cent.
     of the Enlarged Group and existing Booker Shareholders
     will own 38.9 per cent.

*    The  merged  group  has combined pro  forma  sales  of
     approximately  £5.5 billion.  The merged  group's  pro
     forma  market  capitalisation  is  approximately  £960
     million.

*    Merging   Iceland  and  Booker  will  bring   together
     complementary strategies, assets and management  teams
     to  create a unique business serving retail and  trade
     customers  through both traditional  and  new  economy
     formats.

*    The  Directors of Iceland and Booker believe that  the
     merged  group will benefit from trading synergies  and
     cost savings of not less than £50 million in the first
     full  financial year after the Merger, at an estimated
     cost of approximately £20 million.

*    There  are  significant opportunities to  drive  sales
     growth  by exploiting synergies that will improve  the
     Enlarged Group's product offer.

*    The  Enlarged Group will be strongly placed to exploit
     the opportunity offered by e-commerce and will develop
     Iceland's   home  shopping  offer  and  use   Booker's
     warehouse facilities as collection points for  a  wide
     range of e-business products.

*    The  new  management  team  will  be  drawn  from  the
     existing  management  teams  of  Iceland  and  Booker.
     Malcolm  Walker will be Chairman, Stuart Rose will  be
     Chief   Executive,  Andrew  Pritchard  will  be  Group
     Finance  Director,  Russell  Ford  will  be  Executive
     Director  responsible for Iceland and  Charles  Wilson
     will be Executive Director responsible for Booker.

*    Booker  has  today  separately  announced  preliminary
     results for the 52 weeks to 25 March 2000.

Commenting   on   today's  announcement,  Malcolm   Walker,
Chairman & Chief Executive of Iceland, said:

'This   Merger   will  bring  together  two   complementary
businesses.   We share a common commitment to  meeting  the
changing  needs  of  our customers, and  in  particular  to
playing  leading  roles in the development  of  e-commerce.
Our  assets  and strategies are totally complementary,  and
this  merger is a unique opportunity to deliver value  both
by realising substantial synergies and cost savings, and by
driving top line growth.'

Commenting  on  today's announcement,  Stuart  Rose,  Chief
Executive of Booker said:

'Booker has made substantial progress in the last year  and
has  well-developed plans for future growth.   This  Merger
presents exciting opportunities for both companies.'

This  summary should be read in conjunction with  the  full
text  of the following announcement.  Appendix III contains
the definitions of terms used in this announcement.

Presentations 

There  will be a presentation to analysts at 9.45 am  today
at The Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A
3ED  and there will be a presentation to the press at 11.30
am at the same address.

Hoare  Govett  Limited are acting as corporate  brokers  to
Iceland.  Cazenove & Co. are acting as corporate brokers to
Booker.


Enquiries:

Iceland  Group  plc                 Telephone: 01244 830100
Malcolm Walker
Andrew Pritchard

Booker plc                          Telephone: 020 7411 5585
John Napier
Stuart Rose

N M Rothschild & Sons
(Financial Advisers to Iceland)
Tony  Allen                         Telephone: 020 7280 5000
Andrew Thomas                       Telephone: 0161 827 3800

Lazard                              Telephone: 020 7588 2721
(Financial Advisers to Booker)
Charles Packshaw
Etienne Bottari

Merrill Lynch                       Telephone: 020 7628 1000
(Financial Advisers to Booker)
Bob Wigley
Richard Snow

Hudson Sandler                      Telephone: 020 7796 4133
(PR for Iceland)
Keith Hann

Brunswick Group                     Telephone: 020 7404 5959
(PR for Booker)
Tom Kyte

N  M  Rothschild & Sons Limited, which is regulated in  the
United  Kingdom  by  The Securities and  Futures  Authority
Limited,  is acting exclusively for Iceland plc and  no-one
else  in  connection  with  the  Offer  and  will  not   be
responsible to anyone other than Iceland plc for  providing
the  protections afforded to customers of N M Rothschild  &
Sons  Limited  or for providing advice in relation  to  the
Offer.

Lazard,  which  is regulated in the United Kingdom  by  The
Securities  and  Futures  Authority  Limited,   is   acting
exclusively  for Booker plc and no-one else  in  connection
with  the Offer and will not be responsible to anyone other
than  Booker plc for providing the protections afforded  to
customers of Lazard or for providing advice in relation  to
the Offer.

Merrill  Lynch  International, which is  regulated  in  the
United  Kingdom  by  The Securities and  Futures  Authority
Limited,  is  acting  for Booker plc  and  no-one  else  in
connection  with the Offer and will not be  responsible  to
anyone  other than Booker plc for providing the protections
afforded to customers of Merrill Lynch International or for
providing advice in relation to the Offer.

The  Offer 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,  or  of  any  facility of a  national  securities
exchange, of the United States, Canada, Australia or  Japan
and   cannot   be   accepted  by  any  such   use,   means,
instrumentality  or  facility or  from  within  the  United
States, 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 the United States,
Canada, Australia or Japan.  No money, securities or  other
consideration are being solicited by this announcement and,
if sent in response by a US Person, will not be accepted.

This document is not an offer of securities for sale in the
United States and the New Iceland Shares have not been, and
will  not be, registered under the United States Securities
Act of 1933, as amended, nor under the laws of any state of
the  United  States, and the relevant clearances  have  not
been and will not be obtained from the relevant authorities
in  Canada,  Australia or Japan.  Accordingly, New  Iceland
Shares  may not be offered, sold or delivered, directly  or
indirectly,  in or into such jurisdictions except  pursuant
to   exceptions  from  applicable  requirements   of   such
jurisdictions.



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
   UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN


                   RECOMMENDED MERGER OF
                             
             ICELAND GROUP PLC AND BOOKER PLC


Introduction

The  boards of Iceland and Booker announce that  they  have
reached agreement on the terms of a merger between the  two
groups.   The  Merger  will  be implemented  by  way  of  a
recommended  offer to be made by Rothschild  on  behalf  of
Iceland  for  the  entire issued and  to  be  issued  share
capital of Booker.

Existing Iceland Shareholders will retain their shares  and
Booker  Shareholders will receive 0.5292 New Iceland Shares
for  every Booker Share held (and so in proportion for  any
other number of Booker Shares held).

Based on the closing share price of Iceland Shares of  284p
per  share  on  24 May 2000, the terms of the Merger  value
each  Booker Share at approximately 150p, and the whole  of
the  issued share capital of Booker at approximately £373.5
million.    Following   the   Merger,   existing    Iceland
Shareholders will hold approximately 61.1 per cent  of  the
Enlarged Issued Share Capital and Booker Shareholders  will
hold approximately 38.9 per cent.

The  Enlarged  Group's pro forma market  capitalisation  is
approximately  £960  million  and  pro  forma   sales   are
approximately £5.5 billion.

The Merger will be conditional, inter alia, on the approval
of  Iceland Shareholders.  The Chairman of Iceland will  be
writing to Iceland Shareholders shortly providing them with
details  of  the  Merger  and convening  the  Extraordinary
General  Meeting to seek such approval.

Reasons for and Benefits of the Merger

Over  the  last  three  years, Iceland  has  developed  its
business  beyond the traditional high street retail  format
by introducing telephone based home shopping and, latterly,
internet  home shopping.  Iceland has been at the forefront
of  these developments in the UK food retail sector and has
also   led   the   industry   in  other   consumer-friendly
initiatives  such as additive and GM free own  brand  food.
These  initiatives  have  enabled Iceland  to  maintain  an
extremely high brand awareness amongst consumers  and  have
enabled the Group to expand beyond its traditional customer
base.

Under its new executive management team, led by Stuart Rose
as Chief Executive, Booker has made significant progress in
the  implementation  of  the  recovery  plan  initiated  in
October  1998.   The first phase of this  plan  focused  on
stabilising  the  financial position of  the  Booker  Group
through  improved cost management, the disposal of non-core
businesses   and  the  strengthening  of  Booker's   senior
management.  This first phase is now complete and  Booker's
audited  results  for  the 52 weeks ended  25  March  2000,
announced today, confirm the progress made.

The   boards  of  Iceland  and  Booker  believe  that   the
complementary skills, resources and infrastructure  of  the
respective  groups  should provide considerable  strategic,
commercial  and financial benefits to shareholders  in  the
Enlarged Group.

Purchasing synergies

The  Enlarged  Group,  which has pro forma  sales  of  £5.5
billion,  will  be  better placed to achieve  economies  of
scale when dealing with its common supplier base.

Reduced supply chain costs

Integration of the Enlarged Group's logistics network  will
reduce supply chain costs.

Complementary product ranges

The  introduction of a tailored range of frozen  food  from
Iceland's  retail and food service operations will  broaden
Booker's product offering whilst Iceland's grocery offering
and  margin  will be enhanced by Booker's range and  buying
scale within the grocery sector.

Fixed cost savings

The  consolidation of Iceland's and Booker's overhead  base
will reduce central costs.

E-commerce

The  Enlarged Group will be strongly placed to  exploit  e-
commerce  with  a  strategy that  incorporates  three  main
developments:

*    a  much  extended food home shopping offer  under  the
     Iceland   brand  name  backed  by  Booker's   low-cost
     fulfilment;

*    the  use of Booker's existing warehouse facilities  as
     collection  sites  for  a  wide  range  of  e-commerce
     products; and

*    a  business  to business internet portal dedicated  to
     the needs of independent retailers and caterers.

With   these  opportunities,  the  board  of  Iceland  will
consider whether it is appropriate to adopt a new name  for
the  Enlarged Group.  It is also intended that Iceland will
adopt a March year end following the Merger.

Total  trading synergies and cost savings are  expected  to
amount  to  not less than £20 million in the period  ending
March 2001, increasing to not less than £50 million in  the
year  ending  March  2002.   The cost  of  achieving  these
benefits is estimated to be approximately £20 million.

It   is  anticipated  that  the  Merger  will  be  earnings
enhancing for both Booker and Iceland shareholders  in  the
period  to  31  March  2001, including  the  synergies  and
savings described above.*

The  boards  of Iceland and Booker believe that the  Merger
provides  an exceptional opportunity to enhance shareholder
value by building on the proven strategies of each company,
exploiting  synergies  and driving  top-line  growth.   The
Enlarged  Group  will  have the opportunity  to  develop  a
broader  and improved product offering whilst at  the  same
time  taking  advantage of its strong position  in  the  e-
commerce  field.  The Boards of Iceland and Booker  believe
that  the  growth opportunities available to  the  Enlarged
Group far outweigh those available to the Iceland Group and
the Booker Group separately.

*The statement that the Merger will be earnings enhancing
should not, however, be interpreted to mean that earnings 
per share in the period to March 2001, or in any subsequent
period, will necessarily be greater than those for the 
relevant preceding financial period

Management

Following  the  Merger, the proposed  members  of  the  new
Iceland board will be drawn from Iceland and Booker with  a
balance   of  executive  and  non-executive  directors   as
follows:

Executive directors:
Chairman               Malcolm Walker        Iceland
Chief Executive        Stuart Rose           Booker
Group Finance Director Andrew Pritchard      Iceland
Executive Director     Charles Wilson        Booker
Executive Director     Russell Ford          Iceland

Non-executive directors:
Tom Knowlton                                 Iceland
David Price                                  Booker
Iain Sharp                                   Iceland
Alan Smith                                   Booker

Following  completion  of  the Merger  and  the  successful
integration of the two businesses, Malcolm Walker will step
back  from  day  to  day operational involvement  with  the
running  of  the business at the financial period  end  and
will become non-executive Chairman.

Information on the Iceland Group

Iceland  is one of Britain's most innovative food retailers
developing new ways to shop such as home delivery and  home
shopping  as  well  as operating over 750  convenient  high
street stores.  Iceland is also at the forefront of ethical
retailing,  being  the first national  retailer  to  remove
genetically   modified  ingredients  and   all   artificial
flavours  and colours from its own brand range.   Iceland's
food   service   business,   Woodward   Foodservice,    has
established  itself  as  a leading  national  food  service
company  with  a  UK wide distribution network.   Iceland's
appliance  division  operates over 400  in-store  showrooms
selling food related appliances including fridges, freezers
and microwaves, complementing Iceland's core food business.

Summary financial information extracted, without material
adjustment, from Iceland's results for the years ended 1
January 2000, 2 January 1999, and 3 January 1998 is set out
in the table below:

                          3 January   2 January   1 January
                               1998        1999        2000
                                                           
Turnover                  £1,566.4m   £1,741.6m   £1,917.7m
Profit before tax and        £50.2m      £55.1m      £65.3m
exceptional items
Basic earnings per share     11.68p      20.03p      20.84p
Basic earnings per share     15.03p      20.03p      23.54p
before exceptional costs
and before amortisation
of goodwill
Net assets                  £163.1m     £190.4m     £217.6m

Information on the Booker Group

Booker is the leading cash and carry operator in the United
Kingdom.  Its cash and carry business operates a network of
cash and carry and delivery depots around the country, with
'trade  only' access.  It offers a wide range of  services,
supplying  retailers and caterers with  food  and  non-food
items and a range of business support activities.

Summary financial information extracted, without material
adjustment, from Booker's results for the 52 weeks ended 25
March 2000, for the 65 weeks ended 27 March 1999 and for
the 52 weeks ended 27 December 1997, is set out in the
table below:

                                 27    27 March    25 March
                           December        1999        2000
                               1997
                                                           
Turnover from continuing  £4,364.9m   £4,949.9m   £3,562.1m
operations
Profit before tax and        £76.1m       £3.6m      £35.4m
exceptional items
Basic earnings per share      19.7p     (66.5)p     (53.9)p
Basic earnings per share      22.5p        1.0p       11.5p
before exceptional items
and before amortisation
of goodwill
Net assets/(liabilities)     £18.5m    £(75.5)m    £(37.6)m

Current trading and prospects

Iceland's  core business is currently delivering  a  strong
performance, with like for like food sales in the  year  to
date  up  6 per cent., continuing the trend established  in
the  first 11 weeks of the year. The home shopping  service
is  also  continuing to perform well. The  Bhs  Food  Store
concept,  launched last year, continues to be  refined  and
Iceland  are  looking  forward  to  working  with  the  new
management  of  Bhs  to  develop and extend  this  concept.
Iceland currently has plans to refurbish 80 stores  by  the
end   of   this  year,  re-branding  them  under  the   new
Iceland.co.uk  trading name. These stores will  incorporate
significant  elements of the successful 'Extra' convenience
store format. The core business' strong performance and the
further  opportunities  presented by  e-commerce  give  the
board   of   Iceland  confidence  in  the  Group's   future
prospects.

The  trading  environment in which Booker operates  remains
extremely  competitive.   The objective  of  the  board  of
Booker  last year was to stabilise the sales base which  it
now  believes has been achieved.  Current sales  (excluding
tobacco)  for  the 20 weeks ended 18 May have increased  by
2.4 per cent. compared with the same period last year.

The  current strong performance of the Iceland core  retail
business  and continuing improvement in the performance  of
the  Booker  cash  and  carry business  together  with  the
opportunities  presented by e-commerce give  the  Directors
and  Proposed Directors confidence in the Enlarged  Group's
future prospects.

Details of the Merger

The  Merger  will be implemented by means of a  recommended
offer  by  Rothschild on behalf of Iceland to  acquire  the
entire  issued  and to be issued share capital  of  Booker,
subject to the terms set out below and in Appendix I and to
be  set  out  in  the  Merger  Document  and  the  Form  of
Acceptance. The Offer is being made on the basis of  0.5292
New  Iceland Shares for every Booker Share held.  Following
the   Merger,  existing  Iceland  Shareholders   will,   in
aggregate,  hold  approximately  61.1  per  cent.  of   the
Enlarged Issued Share Capital and Booker Shareholders will,
in aggregate, hold approximately 38.9 per cent.

The Offer

The Offer will be made on the following basis:

 for  every  Booker  Share    0.5292  New  Iceland Shares

and  so in proportion for any other number of Booker Shares
held.   The Offer values each Booker Share at approximately
150p  per  share, based on Iceland's closing middle  market
price of 284p per share on 24 May 2000.

Financial effects of acceptance and sources and bases

The  financial effects of acceptance of the Offer  and  the
sources  and  bases of certain statements set out  in  this
announcement are set out in Appendix II.

Year End and Dividends

It  is  intended  that  Iceland  will  extend  the  current
financial  year  to 31 March 2001 and that  each  year  end
will, thereafter, fall on or around 31 March.

It  is the Company's intention to increase future dividends
broadly  in line with growth in the Company's earnings  per
share. In respect of the current financial period, if it is
extended  to 31 March 2001 as proposed, then it is intended
that an interim dividend would be paid in November 2000 and
a  final  dividend in September 2001. The dividend payments
will  take account of the financial period ending 31  March
2001 being 65 weeks. It is intended that all future interim
and final dividends will thereafter be paid in February and
September respectively.

Booker  Shareholders do not currently receive  a  dividend.
However, upon completion of the Merger, Booker Shareholders
who  accept the Offer will be entitled to receive,  through
their  ownership  of  Iceland Shares, any  Iceland  interim
dividend declared in respect of the six months ending  June
2000,  which would be paid in November 2000, together  with
all dividends declared thereafter.

Employees

The  boards of Iceland and Booker have confirmed  that  the
existing  employment  rights,  including  accrued   pension
rights,  of  the employees of the Enlarged  Group  will  be
safeguarded following the Merger becoming or being declared
wholly unconditional.

Booker Share Option Schemes

The   Offer   extends   to   Booker   Shares   issued    or
unconditionally allotted upon the exercise of rights  under
the  Booker  Share Option Schemes whilst the Offer  remains
open for acceptance (or by such earlier date as, subject to
the City Code, Iceland and Booker may decide). If the Offer
becomes  or  is  declared unconditional  in  all  respects,
appropriate    proposals,   which   will    include    cash
cancellation,  will be made to participants in  the  Booker
Share Option Schemes.

Listing and dealings

It  is expected that listing of the New Iceland Shares will
become  effective and dealings for normal  settlement  will
commence  on the first business day following the  date  on
which   the   Merger   becomes  or   is   declared   wholly
unconditional   (save   for  any  condition   relating   to
Admission).

Application  will be made to the London Stock Exchange  for
the New Iceland Shares to be admitted to the Official List.

Iceland  Shareholders who hold their shares in certificated
form  will  retain their existing certificates  which  will
remain valid.  New certificates in the name of Iceland will
be issued as and when transfers to persons who wish to hold
their  Iceland shares in certificated form are  lodged  for
registration.

Further details of the Merger

The  New  Iceland Shares will be issued credited  as  fully
paid  and  will  rank pari passu in all respects  with  the
existing Iceland Shares, including the right to receive all
dividends and distributions declared, made or paid on  such
shares after 26 May 2000.

Fractions  of  New Iceland Shares will not be  allotted  to
Booker   Shareholders,   but   the   New   Iceland   Shares
representing the aggregate of these fractional entitlements
will  be  sold  in  the market and the  net  proceeds  will
retained by Iceland.

The  Offer  is subject, inter alia, to approval of  Iceland
Shareholders at the Extraordinary General Meeting.

Full  acceptance of the Offer would result in the issue  of
up  to  approximately  131.5 million  New  Iceland  Shares,
representing  approximately  38.9  per  cent  of  Iceland's
Enlarged Issued Share Capital.

Overseas Shareholders

The  availability of the Offer to persons not  resident  in
the  United  Kingdom may be affected by  the  laws  of  the
relevant  jurisdictions.  Persons who are not  resident  in
the  United  Kingdom should obtain advice and  observe  any
applicable requirements.

The  Offer 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,  or  of  any  facility of a  national  securities
exchange, of the United States, Canada, Australia or  Japan
and   cannot   be   accepted  by  any  such   use,   means,
instrumentality or facility or from within
the  United States, Canada, Australia or Japan.  No  money,
securities  or other consideration are being  solicited  by
this  announcement and, if sent in response by a US Person,
will not be accepted.

This document is not an offer of securities for sale in the
United States and the New Iceland Shares have not been, and
will  not be, registered under the United States Securities
Act of 1933 as amended, nor under the laws of any state  of
the  United  States, and the relevant clearances  have  not
been and will not be obtained from the relevant authorities
in  Canada,  Australia or Japan. Accordingly,  New  Iceland
Shares may not be offered, sold, or delivered, directly  or
indirectly,  in or into such jurisdictions except  pursuant
to   exceptions  from  applicable  requirements   of   such
jurisdictions.

Interests in shares

As  at  the  close  of business on 22 May 2000  (being  the
latest  practicable date prior to the issue of  this  press
release),  Merrill Lynch Pierce Fenner &  Smith,  Inc  held
1,508 Booker Shares.

Neither  Iceland, nor any of the directors of Iceland,  nor
so  far  as  Iceland is aware, any other  party  acting  in
concert with Iceland, owns or controls any Booker Shares or
holds  options to purchase any Booker Shares or has entered
into any derivatives referenced to Booker Shares.

General

The Offer Document, setting out full details of the Merger,
and  the  Forms  of  Acceptance will be  posted  to  Booker
Shareholders  as  soon as practicable and, for  information
only,  to holders of options under the Booker Share  Option
Schemes.  In addition, both Iceland and Booker Shareholders
will  receive Listing Particulars which include the  notice
convening  the  Extraordinary General  Meeting  of  Iceland
Shareholders.

Booker and Iceland have each agreed in connection with  the
Merger  to  pay  the  other party  £3  million  in  certain
specified circumstances.

Appendix III contains the definitions of terms used in this
announcement.

RECOMMENDATION

The Merger has the unanimous support and recommendation  of
the boards of both Iceland and Booker.

The  board  of  Iceland,  which  has  been  so  advised  by
Rothschild,  considers  the  Merger  to  be  in  the   best
interests of Iceland Shareholders as a whole.  In providing
advice to the board, Rothschild has taken into account  the
Iceland  directors' commercial assessment  of  the  Merger.
The  directors of Iceland unanimously intend  to  recommend
Iceland   Shareholders  to  vote  in  favour  of  all   the
resolutions  to  be  proposed at the Extraordinary  General
Meeting  as  they  have irrevocably  undertaken  to  do  in
respect  of  their  own  beneficial holdings  of  6,062,087
Iceland Shares, representing approximately 2.9 per cent. of
the existing issued share capital of Iceland.

The  board  of Booker, which has been so advised by  Lazard
and  Merrill Lynch, considers the terms of the Offer to  be
fair  and  reasonable. In providing advice to the board  of
Booker,  Lazard and Merrill Lynch have taken  into  account
the  commercial  assessments of the board  of  Booker.  The
Booker  Directors  unanimously intend to  recommend  Booker
Shareholders  to accept the Offer, as they have  undertaken
to  do  in  respect of their own beneficial holdings  which
amount    to    1,898,809   Booker   Shares,   representing
approximately  0.8  per  cent.  of  Booker's  issued  share
capital.


Enquiries:

Iceland  Group  plc                Telephone:  01244 830100
Malcolm Walker
Andrew Pritchard

Booker plc                         Telephone:  020 7411 5585
John Napier
Stuart Rose

N M Rothschild & Sons
(Financial Advisers to Iceland)
Tony  Allen                        Telephone:  020 7280 5000
Andrew Thomas                      Telephone:  0161 827 3800

Lazard                             Telephone:  020 7588 2721
(Financial Advisers to Booker)
Charles Packshaw
Etienne Bottari

Merrill Lynch                      Telephone:  020 7628 1000
(Financial Advisers to Booker)
Bob Wigley
Richard Snow

Hudson Sandler                     Telephone:  020 7796 4133
(PR for Iceland)
Keith Hann

Brunswick Group                     Telephone: 020 7404 5959
(PR for Booker)
Tom Kyte



N  M  Rothschild & Sons Limited, which is regulated in  the
United  Kingdom  by  The Securities and  Futures  Authority
Limited,  is acting exclusively for Iceland plc and  no-one
else  in  connection  with  the  Offer  and  will  not   be
responsible to anyone other than Iceland plc for  providing
the  protections afforded to customers of N M Rothschild  &
Sons  Limited  or for providing advice in relation  to  the
Offer.

Lazard,  which  is regulated in the United Kingdom  by  The
Securities  and  Futures  Authority  Limited,   is   acting
exclusively  for Booker plc and no-one else  in  connection
with  the Offer and will not be responsible to anyone other
than  Booker plc for providing the protections afforded  to
customers of Lazard or for providing advice in relation  to
the Offer.

Merrill  Lynch  International, which is  regulated  in  the
United  Kingdom  by  The Securities and  Futures  Authority
Limited,  is  acting  for Booker plc  and  no-one  else  in
connection  with the Offer and will not be  responsible  to
anyone  other than Booker plc for providing the protections
afforded to customers of Merrill Lynch International or for
providing advice in relation to the Offer.

The  Offer 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,  or  of  any  facility of a  national  securities
exchange, of the United States, Canada, Australia or  Japan
and   cannot   be   accepted  by  any  such   use,   means,
instrumentality  or  facility or  from  within  the  United
States, 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 the United States,
Canada, Australia or Japan.  No money, securities or  other
consideration are being solicited by this announcement and,
if sent in response by a US Person, will not be accepted.

This document is not an offer of securities for sale in the
United States and the New Iceland Shares have not been, and
will  not be, registered under the United States Securities
Act of 1933, as amended, nor under the laws of any state of
the  United  States, and the relevant clearances  have  not
been and will not be obtained from the relevant authorities
in  Canada,  Australia or Japan.  Accordingly, New  Iceland
Shares  may not be offered, sold or delivered, directly  or
indirectly,  in or into such jurisdictions except  pursuant
to   exceptions  from  applicable  requirements   of   such
jurisdictions.


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