Financial Express (Holdings) Limited (“we”, “our”, “us” and derivatives) are committed to protecting and respecting your privacy. This Privacy Policy, together with our Terms of Use, sets out the basis on which any personal data that we collect from you, or that you provide to us, will be processed by us relating to your use of any of the below websites (“sites”).

  • FEAnalytics.com
  • FEInvest.net
  • FETransmission.com
  • Investegate.co.uk
  • Trustnet.hk
  • Trustnetoffshore.com
  • Trustnetmiddleeast.com

For the purposes of the Data Protection Act 1998, the data controller is Trustnet Limited of 2nd Floor, Golden House, 30 Great Pulteney Street, London, W1F 9NN. Our nominated representative for the purpose of this Act is Kirsty Witter.

WHAT INFORMATION DO WE COLLECT ABOUT YOU?

We collect information about you when you register with us or use any of our websites / services. Part of the registration process may include entering personal details & details of your investments.

We may collect information about your computer, including where available your operating system, browser version, domain name and IP address and details of the website that you came from, in order to improve this site.

You confirm that all information you supply is accurate.

COOKIES

In order to provide personalised services to and analyse site traffic, we may use a cookie file which is stored on your browser or the hard drive of your computer. Some of the cookies we use are essential for the sites to operate and may be used to deliver you different content, depending on the type of investor you are.

You can block cookies by activating the setting on your browser which allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or part of our sites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our sites.

HOW WE USE INFORMATION

We store and use information you provide as follows:

  • to present content effectively;
  • to provide you with information, products or services that you request from us or which may interest you, tailored to your specific interests, where you have consented to be contacted for such purposes;
  • to carry out our obligations arising from any contracts between you and us;
  • to enable you to participate in interactive features of our service, when you choose to do so;
  • to notify you about changes to our service;
  • to improve our content by tracking group information that describes the habits, usage, patterns and demographics of our customers.

We may also send you emails to provide information and keep you up to date with developments on our sites. It is our policy to have instructions on how to unsubscribe so that you will not receive any future e-mails. You can change your e-mail address at any time.

In order to provide support on the usage of our tools, our support team need access to all information provided in relation to the tool.

We will not disclose your name, email address or postal address or any data that could identify you to any third party without first receiving your permission.

However, you agree that we may disclose to any regulatory authority to which we are subject and to any investment exchange on which we may deal or to its related clearing house (or to investigators, inspectors or agents appointed by them), or to any person empowered to require such information by or under any legal enactment, any information they may request or require relating to you, or if relevant, any of your clients.

You agree that we may pass on information obtained under Money Laundering legislation as we consider necessary to comply with reporting requirements under such legislation.

ACCESS TO YOUR INFORMATION AND CORRECTION

We want to ensure that the personal information we hold about you is accurate and up to date. You may ask us to correct or remove information that is inaccurate.

You have the right under data protection legislation to access information held about you. If you wish to receive a copy of any personal information we hold, please write to us at 3rd Floor, Hollywood House, Church Street East, Woking, GU21 6HJ. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

WHERE WE STORE YOUR PERSONAL DATA

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, amongst other things, the provision of support services. By submitting your personal data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary, including the use of encryption, to ensure that your data is treated securely and in accordance with this privacy policy.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our sites; any transmission is at your own risk. You will not hold us responsible for any breach of security unless we have been negligent or in wilful default.

CHANGES TO OUR PRIVACY POLICY

Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

OTHER WEBSITES

Our sites contain links to other websites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

CONTACT

If you want more information or have any questions or comments relating to our privacy policy please email publishing@financialexpress.net in the first instance.

 Information  X 
Enter a valid email address

Booker PLC (BOK)

  Print      Mail a friend       Annual reports

Thursday 25 May, 2000

Booker PLC

Offer by Iceland Group-PT.2

Booker PLC
25 May 2000


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


                          PART 2

         RECOMMENDED MERGER OF ICELAND AND BOOKER
                             
                        APPENDIX 1
                             
     CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

                             
                             
The Offer is conditional on:

(a)  valid  acceptances  being received  (and  not,  where
    permitted, withdrawn) by no later than 3.00 p.m. on 19 June
    2000 (or such later time(s) and/or date(s) as Iceland and
    Booker together may, subject to the rules of the  Code,
    decide) in respect of not less than 90 per cent. (or such
    lesser  percentage as Iceland and Booker  together  may
    decide) of the Booker Shares to which the Offer relates,
    provided that this condition will not be satisfied unless
    Iceland shall have acquired or agreed to acquire, whether
    pursuant to the Offer or otherwise, Booker Shares carrying,
    in aggregate, more than 50 per cent. of the voting rights
    then exercisable at a general meeting of Booker, including
    for this purpose to the extent (if any) required by the
    Panel any such voting rights attaching to any Booker Shares
    that 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 or subscription rights or otherwise;
    and for this purpose:

    (i)  the  expression 'Booker Shares to which  the  Offer
         relates'  shall  be construed in  accordance  with
         sections 428-430F of the Act; and
    
    (ii) Booker   Shares  which  have  been  unconditionally
         allotted,  but  not  issued, shall  be  deemed  to
         carry  the  voting rights which  they  will  carry
         upon issue;

(b) the  passing  at  the Extraordinary  General  Meeting
    (including, for the avoidance of doubt, any adjournment
    thereof) of all necessary resolutions to approve, implement
    and effect the Merger;

(c) admission  to  the  Official List  of  the  UK  Listing
    Authority and admission to trading on the London  Stock
    Exchange's  market  for listed securities  of  the  New
    Iceland  Shares  to  be issued pursuant  to  the  Offer
    becoming  effective by the decision of the  UK  Listing
    Authority  to  admit  such  shares  to  listing   being
    announced  in  accordance with  paragraph  7.1  of  the
    Listing  Rules and by the decision of the London  Stock
    Exchange   to  admit  such  shares  to  trading   being
    announced   in   accordance  with  the  LSE   Admission
    Standards;

(d)  the  Office  of  Fair  Trading  indicating,  in  terms
     satisfactory to Iceland and Booker that it is not  the
     intention  of  the Secretary of State  for  Trade  and
     Industry  to  refer the Merger or any  matter  arising
     therefrom to the Competition Commission;

(e) no  government  or  governmental, quasi-governmental,
    supranational, statutory or regulatory body, court, trade
    agency, professional association or any other person or
    body  in any jurisdiction (each a 'Relevant Authority')
    having  decided  to  take, instituted,  implemented  or
    threatened any action, proceedings, suit, investigation or
    enquiry,  or  made,  proposed or enacted  any  statute,
    regulation or order or taken any other steps and there not
    continuing to be outstanding any statute, legislation or
    order thereof, which would or might reasonably be expected
    to:

    (i)  make  the  Merger or the Offer or the  acquisition
         by  Iceland  of any Booker Shares, or  control  of
         Booker  by  any member of the Iceland Group  void,
         illegal  or  unenforceable under the laws  of  any
         jurisdiction  or  otherwise  materially  restrict,
         restrain,  prohibit  or delay  the  implementation
         of,  or  impose material additional conditions  or
         obligations  with  respect thereto,  or  otherwise
         materially challenge or interfere therewith;

    (ii) result  in  a  material delay in  the  ability  of
         Iceland,  or  render  Iceland unable  to,  acquire
         some or all of the Booker Shares;
    
    (iii) require or prevent the divestiture by Booker or
         any of its subsidiaries or subsidiary undertakings or any
         associated company or any company of which 20 per cent. or
         more of the voting capital is held by the Booker Group or
         any partnership, joint venture, firm or company in which
         any member of the Booker Group may be interested (the
         'wider Booker Group') or by Iceland or any of  its
         subsidiaries or subsidiary undertakings or any associated
         company or any company of which 20 per cent. or more of the
         voting capital is held by the Iceland Group or any
         partnership, joint venture, firm or company in which any
         member of the Iceland Group may be interested (the 'wider
         Iceland Group') of all or any material portion of their
         respective businesses, assets or property or impose any
         material limitation on the ability of any of them to
         conduct their businesses or own their assets or property;
    
    (iv) impose  any material limitation on the ability  of
         any  member of the wider Booker Group or the wider
         Iceland  Group  to  acquire  or  to  hold  or   to
         exercise  effectively any rights of  ownership  of
         shares  or  loans  or securities convertible  into
         shares  in  any member of the wider Iceland  Group
         or  of the wider Booker Group held or owned by  it
         or  to exercise management control over any member
         of  the wider Iceland Group or of the wider Booker
         Group  to  an  extent  which is  material  in  the
         context of the Iceland Group taken as a whole  or,
         as  the case may be, the Booker Group taken  as  a
         whole;

    (v)  require  any member of the wider Iceland Group  or
         the  wider  Booker Group to offer to  acquire  any
         shares in any member of the wider Booker Group  or
         the  wider  Iceland Group where  such  acquisition
         would  be  material in the context of the  Iceland
         Group  taken  as a whole or, as the case  may  be,
         the Booker Group taken as a whole; or

    (vi) otherwise  materially  and  adversely  affect  the
         business,  profits or prospects of any  member  of
         the  wider Iceland Group or of any member  of  the
         wider Booker Group;

     and  all  applicable  waiting and other  time  periods
     during  which any such Relevant Authority could decide
     to  take,  institute, implement or threaten  any  such
     action,  proceeding,  suit, investigation  or  enquiry
     having expired, lapsed or been terminated;

(f) all   necessary  filings  having  been   made,   all
    appropriate   waiting  periods  under  any   applicable
    legislation  or regulations of any jurisdiction  having
    expired, lapsed or been terminated, in each case as may be
    necessary in respect of the Merger and the Offer and the
    acquisition of any Booker Shares, or of control of Booker,
    by Iceland, and all authorisations, orders, recognitions,
    grants,  consents, licences, confirmations, clearances,
    permissions and approvals ('Authorisations') necessary or
    appropriate for, or in respect of, the Merger and the Offer
    and the proposed acquisition of any Booker Shares, or of
    control of Booker, by Iceland and to carry on the business
    of any member of the Iceland Group or of the Booker Group
    having been obtained, in terms and in a form reasonably
    considered by Iceland and by Booker to be appropriate for
    or in respect of the Merger from all appropriate Relevant
    Authorities and from persons or bodies with whom any member
    of the Iceland Group or the Booker Group has entered into
    contractual  arrangements where  the  absence  of  such
    Authorisations would have a material adverse effect on the
    Booker Group taken as a whole or on the Iceland Group taken
    as a whole, as the case may be, and all such Authorisations
    remaining in full force and effect and there  being  no
    notice of an intention to revoke or not to renew any of the
    same and all necessary statutory or regulatory obligations
    in  connection  with the Merger or  the  Offer  or  the
    acquisition of any Booker Shares, or of control of Booker,
    by Iceland in any jurisdiction having been complied with;

(g)  except as fairly disclosed by Booker to Iceland on  or
     prior to 24 May 2000, there being no provision of  any
     arrangement, agreement, licence or other instrument to
     which  any member of the wider Booker Group is a party
     or by or to which any such member or any of its assets
     may  be  bound, entitled or be subject and  which,  in
     consequence of the proposed acquisition of any  Booker
     Shares, or control of Booker, by Iceland or otherwise,
     would  or  might reasonably be expected, to an  extent
     which  is material in the context of the Booker  Group
     taken as a whole, to result in:

     (i)  any  monies  borrowed by, or  other  indebtedness
          (actual or contingent) of, any such member of the
          wider Booker Group being or becoming repayable or
          being   capable   of  being  declared   repayable
          immediately  or earlier than its stated  maturity
          date or repayment date;

     (ii) the  creation  of any mortgage, charge  or  other
          security interest over the whole or any  part  of
          the  business,  property or assets  of  any  such
          member  or  any such security interest  (whenever
          arising or having arisen) becoming enforceable;

     (iii) any such arrangement, agreement, licence or
          instrument being terminated or adversely modified
          or any action being taken of an adverse nature or
          any onerous obligation arising thereunder;

     (iv) any  assets of any such member being disposed  of
          other than in the ordinary course of business;

     (v)  the interest or business of any such member in or
          with   any  firm  or  body  or  person  (or   any
          arrangements   relating  to  such   interest   or
          business) being terminated or adversely  modified
          or affected; or

     (vi) any  such  member ceasing to be able to carry  on
          business  under any name under which it presently
          does so;

(h)  except as fairly disclosed by Iceland to Booker on  or
     prior  to 24 May 2000 there being no provision of  any
     arrangement, agreement, licence or other instrument to
     which any member of the wider Iceland Group is a party
     or by or to which any such member or any of its assets
     may  be  bound, entitled or be subject and  which,  in
     consequence of the proposed acquisition of any  Booker
     Shares  or  control of Booker by Iceland or otherwise,
     would  or  might reasonably be expected, to an  extent
     which  is material in the context of the Iceland Group
     taken as a whole, to result in:

     (i)  any  monies  borrowed by, or  other  indebtedness
          (actual or contingent) of, any such member of the
          wider  Iceland Group being or becoming  repayable
          or  being  capable  of being  declared  repayable
          immediately  or earlier than its stated  maturity
          date or repayment date;

     (ii) the  creation  of any mortgage, charge  or  other
          security interest over the whole or any  part  of
          the  business,  property or assets  of  any  such
          member  or  any such security interest  (whenever
          arising or having arisen) becoming enforceable;

     (iii) any such arrangement, agreement, licence or
          instrument being terminated or adversely modified
          or any action being taken of an adverse nature or
          any onerous obligation arising thereunder;

     (iv) any  assets of any such member being disposed  of
          other than in the ordinary course of business;

     (v)  the interest or business of any such member in or
          with   any  firm  or  body  or  person  (or   any
          arrangements   relating  to  such   interest   or
          business) being terminated or adversely  modified
          or affected; or

     (vi) any  such  member ceasing to be able to carry  on
          business  under any name under which it presently
          does;

(i)  except  as publicly announced by Booker or Iceland  on
     or  prior  to  24 May 2000 (by the publication  of  an
     announcement through the Company Announcements  Office
     of  the London Stock Exchange) or fairly disclosed  on
     or  prior to 24 May by Booker to Iceland or by Iceland
     to  Booker (as the case may be) no member of the wider
     Booker  Group  having, since 25  March  2000,  and  no
     member  of  the  wider Iceland Group having,  since  1
     January 2000:

     (i)  issued  or  authorised or proposed the  issue  of
          additional  shares  of any class,  or  securities
          convertible into, or rights, warrants or  options
          to  subscribe for or acquire, any such shares  or
          convertible  securities (save as  between  Booker
          and   wholly-owned  subsidiaries  of  Booker   or
          between Iceland and wholly-owned subsidiaries  of
          Iceland and save for options granted, and for any
          shares  allotted upon exercise of options granted
          under  the  Booker Share Option  Schemes  or  the
          Iceland   Share  Option  Schemes)  or   redeemed,
          purchased  or  reduced  any  part  of  its  share
          capital;

     (ii) declared,  paid or made or proposed  to  declare,
          pay  or  make  any  bonus in respect  of  shares,
          dividends  or other distribution other  than,  in
          the case of a member of the wider Booker Group, to
          other  members of the wider Booker Group  or,  in
          the  case of a member of the wider Iceland Group,
          to other members of the wider Iceland Group;

     (iii) save  as between any members of the  Booker
          Group  and/or  the Iceland Group,  authorised  or
          proposed  or announced its intention  to  propose
          any merger or demerger or acquisition or disposal
          of  assets  or shares or made any change  in  its
          share  or  loan capital which is,  in  any  case,
          material  in the context of the Booker  Group  or
          the Iceland Group (as the case may be) taken as a
          whole and which is not in the ordinary course  of
          business;

     (iv) save  as between any members of the Booker  Group
          and/or the Iceland Group, issued or proposed  the
          issue   of   any   debentures  or  incurred   any
          indebtedness  or  contingent liability  which  is
          material  in the context of the Booker  Group  or
          the Iceland Group (as the case may be) taken as a
          whole;

     (v)  disposed  of  or transferred (other than  in  the
          ordinary   course   of business),   mortgaged   or
          encumbered  any  asset or  any  right,  title  or
          interest  in  any  asset in  a  manner  which  is
          material  in the context of the Booker  Group  or
          the Iceland Group (as the case may be) taken as a
          whole;

     (vi) entered  into any contract or commitment (whether
          in  respect  of capital expenditure or otherwise)
          which  is  of  a long-term or unusual  nature  or
          involves  or  could involve an  obligation  of  a
          nature  or  magnitude, in either  case  which  is
          material  in the context of the Booker  Group  or
          the Iceland Group (as the case may be) taken as a
          whole;

     (vii) entered    into    any    reconstruction,
          amalgamation,    transaction    or    arrangement
          (otherwise  than  in  the  ordinary   course   of
          business) which is material in the context of the
          Booker  Group or the Iceland Group (as  the  case
          may be) taken as a whole;

     (viii) taken any corporate action or had any order
          made   for   its   winding-up,   dissolution   or
          reorganisation  or  for  the  appointment  of   a
          receiver, administrator, administrative receiver,
          trustee or similar officer of all or any  of  its
          assets   and   revenue,  where  such  winding-up,
          dissolution,  reorganisation  or  appointment  is
          material  in the context of the Booker  Group  or
          the  Iceland Group (as the case may be) taken  as
          or whole;

     (ix) entered  into or varied the terms of any  service
          agreement  with any of the Iceland  Directors  or
          Booker Directors; or

     (x)  entered  into  any  agreement  or  commitment  or
          passed any resolution with respect to any of  the
          transactions  or  events  referred  to  in   this
          paragraph (i);

(j)  since  25 March 2000, except as publicly announced  by
     Booker  on or prior to 24 May 2000 (by the publication
     of  an  announcement through the Company Announcements
     Office   of  the  London  Stock  Exchange)  or  fairly
     disclosed by Booker to Iceland prior to 24 May 2000 or
     referred to herein:

     (i)  there  having  been  no  adverse  change  in  the
          business,   financial  or  trading  position   or
          profits  or prospects of any member of the  wider
          Booker  Group which in any such case is  material
          in  the  context of the Booker Group taken  as  a
          whole;

     (ii) no     litigation,    arbitration    proceedings,
          prosecution  or  other legal  proceedings  having
          been  instituted, announced or threatened  by  or
          against  or  remaining  outstanding  against  any
          member  of  the wider Booker Group which  in  any
          such case could have a material adverse effect on
          the Booker Group, taken as a whole;

(k)  since 1 January 2000, except as publicly announced  by
     Iceland on or prior to 24 May 2000 (by the publication
     of  an  announcement through the Company Announcements
     Office   of  the  London  Stock  Exchange)  or  fairly
     disclosed by Iceland to Booker on or prior to  24  May
     2000 or referred to herein:

     (i)  there  having  been  no  adverse  change  in  the
          business,   financial  or  trading  position   or
          profits  or prospects of any member of the  wider
          Iceland  Group which in any such case is material
          in  the context of the Iceland Group taken  as  a
          whole;

     (ii) no     litigation,    arbitration    proceedings,
          prosecution  or  other legal  proceedings  having
          been  instituted, announced or threatened  by  or
          against  or  remaining  outstanding  against  any
          member  of the wider Iceland Group which  in  any
          such  case  could have a material effect  on  the
          lndigo Group taken as a whole;

(l)  except as publicly announced by Booker on or prior  to
     24  May  2000  (by the publication of an  announcement
     through the Company Announcements Office of the London
     Stock  Exchange)  or  fairly disclosed  by  Booker  to
     Iceland  on  or  prior to 24 May 2000 or  referred  to
     herein, Iceland not having discovered that:

     (i)  the  financial or business information concerning
          the  wider  Booker  Group  as  contained  in  the
          information publicly disclosed at any time by any
          member  of the wider Booker Group either contains
          a  material misrepresentation of fact or omits to
          state  a  fact necessary to make the  information
          contained   therein  not  materially  misleading,
          where   the  misrepresentation  or  omission   is
          material in the context of the Booker Group taken
          as a whole or

     (ii) any  member of the wider Booker Group is  subject
          to  any liability, contingent or otherwise, which
          is   not  disclosed  in  the  annual  report  and
          accounts  of Booker for the financial year  ended
          25  March  2000  and  which is  material  in  the
          context of the Booker Group taken as a whole;

(m)  except as publicly announced by Iceland on or prior to
     24  May  2000  (by the publication of an  announcement
     through the Company Announcements Office of the London
     Stock  Exchange)  or fairly disclosed  by  Iceland  to
     Booker  on  or  prior to 24 May 2000  or  referred  to
     herein, Booker not having discovered that:

     (i)  the  financial or business information concerning
          the  wider  lndigo  Group  as  contained  in  the
          information publicly disclosed at any time by any
          member of the wider Iceland Group either contains
          a  material misrepresentation of fact or omits to
          state  a  fact necessary to make the  information
          contained   therein  not  materially  misleading,
          where   the  misrepresentation  or  omission   is
          material  in  the context of the  Iceland  Group,
          taken as a whole; or

     (ii) any  member of the wider Iceland Group is subject
          to  any liability, contingent or otherwise, which
          is   not  disclosed  in  the  annual  report  and
          accounts of Iceland for the financial year  ended
          1  January  2000  and which is  material  in  the
          context of the Iceland Group taken as a whole;

(n)  in  relation  to  any release, omission,  disposal  or
     other fact or circumstance which causes or might cause
     pollution of the environment or harm to human  health,
     no  past or present member of the Booker Group having,
     in  any manner, to an extent which is material in  the
     context  of  the  Booker Group taken as  a  whole  (i)
     committed   any  violation  of  any  laws,   statutes,
     ordinances, regulations or other requirements  of  any
     Relevant Authority; and/or (ii) incurred any liability
     (whether  actual or contingent) with respect  thereto;
     or

(o)  in  relation  to  any release, omission,  disposal  or
     other  fact  or  circumstance which  causes  or  might
     reasonably  be  expected  to cause  pollution  of  the
     environment  or  harm  to human  health,  no  past  or
     present  member  of the Iceland Group having,  in  any
     manner,  to an extent which is material in the context
     of  the  Iceland Group taken as a whole (i)  committed
     any  violation  of  any  laws,  statutes,  ordinances,
     regulations  or  other requirements  of  any  Relevant
     Authority; and/or (ii) incurred any liability (whether
     actual or contingent) with respect thereto.

Iceland  reserves the right to waive, in whole or in  part,
any  of  the conditions apart from conditions (a), (b)  and
(c),  provided that it will waive conditions (d),  (e)  and
(f)  only  with Booker's prior approval and  that  it  will
waive conditions (h), (k), (m) and (o) only if required  to
do  so  by Booker and that it will waive condition (i),  to
the extent that it relates to a member of the wider Iceland
group, only if required to do so by Booker.

Booker  undertakes  to Iceland to disclose  to  Iceland  in
writing  any event, circumstance or matter which  comes  to
its  attention  after 24 May 2000 and before  the  date  on
which  the  Offer becomes or is capable of  being  declared
unconditional  in  all respects (save for  satisfaction  of
condition (c)) which would mean that any of conditions (g),
(i), (j), (l) and (n) have not been fulfilled.

Iceland  undertakes  to  Booker to disclose  to  Booker  in
writing  any event, circumstance or matter which  comes  to
its  attention  after 24 May 2000 and before  the  date  on
which  the  Offer becomes or is capable of  being  declared
unconditional  in  all respects (save for  satisfaction  of
condition (c)) which would mean that any of conditions (h),
(i), (k), (m) and (o) have not been fulfilled.

In  the  event  that Iceland intends to declare  the  Offer
unconditional in all respects (save for the satisfaction of
condition (c)) it shall be entitled to give written  notice
(the 'Iceland Notice') to Booker requiring Booker to notify
Iceland in writing as soon as practicable and in any  event
within three working days (or, if earlier, by 1.00 p.m.  on
the  date on which the Offer would otherwise lapse) whether
or  not  conditions (h), (i), (k), (m) and  (o)  have  been
fulfilled and if they have not, whether Booker wishes  them
to  be waived. The Iceland Notice shall contain details  of
any  event, circumstance or matter which has occurred which
would  mean that any of conditions (h), (i), (k),  (m)  and
(o)  have not been fulfilled or a confirmation that, as far
as  Iceland  is aware, there is no such event,  matters  or
circumstance.  Unless Booker advises  Iceland  within  such
period  that Booker does not approve or require the  waiver
of  any  of  conditions (h), (i), (k), (m)  and  (o),  such
conditions shall be deemed to have been fulfilled or waived
provided  Iceland declares the Offer unconditional  in  all
respects  (save for the satisfaction of condition  (c))  on
the  fourth working day after the date on which the Iceland
Notice  is given (or, if earlier, on the date on which  the
Offer would otherwise lapse).

Subject  to  the  immediately preceding  paragraph,  Booker
shall not be under any obligation to approve or require the
waiver of any of conditions (h), (i), (k), (m) and (o) by a
date  earlier  than  the latest date for  the  satisfaction
thereof  notwithstanding that the other conditions  of  the
Offer  may  at  such  earlier  date  have  been  waived  or
fulfilled  and  that  there are at  such  earlier  date  no
circumstances  indicating that any of such  conditions  may
not be capable of fulfilment.

Iceland  shall be under no obligation to waive or to  treat
as  satisfied any of conditions (g), (i), (j), (l) and  (n)
by a date earlier than the latest date for the satisfaction
thereof  notwithstanding that the other conditions  of  the
Offer  may  at  such  earlier  date  have  been  waived  or
fulfilled  and  that  there are at  such  earlier  date  no
circumstances  indicating that any of such  conditions  may
not be capable of fulfilment.

The  Offer  will lapse unless the conditions set out  above
(other than condition (a)) are fulfilled or (if capable  of
waiver)  waived or, where appropriate, have been determined
by  Iceland and Booker acting together to be or  to  remain
satisfied no later than 21 days after 19 June 2000 or after
the  date  on  which  the  Offer  becomes  or  is  declared
unconditional as to acceptances, whichever is the later, or
such later date as the Panel may agree.

The  Offer  will lapse if it is referred to the Competition
Commission before 3.00 p.m. on 19 June 2000 or the date  on
which the Offer becomes or is declared unconditional as  to
acceptances, whichever is the later. If the Offer so lapses
the  Offer  will cease to be capable of further  acceptance
and accepting Booker Shareholders and Iceland will cease to
be  bound by Forms of Acceptance submitted before the  time
when the Offer lapses.

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


                          PART 3

         RECOMMENDED MERGER OF ICELAND AND BOOKER
                             
                        APPENDIX II
                             
              FINANCIAL EFFECTS OF ACCEPTANCE
                             

The  following table shows, for illustrative purposes only,
and  on  the  bases and assumptions set out  in  the  notes
below, the financial effects of acceptance of the Offer  on
capital  value and gross income for a holder of 100  Booker
Shares,  if  the Offer becomes or is declared unconditional
in all respects:

A.  Capital value                                              
Market value of 52 New Iceland Shares(1)            £147.68
Less:   Market  value  of   100   Booker            £127.00
Shares(2)
Increase in capital value                            £20.68
Representing     an     increase      of              16.3%
approximately
                                                           
B.  Gross income                                               
Gross   dividend  income  from  52   New             369.8p
Iceland Shares(3)
Less:  Gross  dividend income  from  100               0.0p
Booker Shares(4)
Increase in gross income                             369.8p

Notes:
1    For the purposes of this appendix II, the market value
    of a New Iceland Share is based on the Closing Price of
    284p  per  Iceland  Share on 24 May  2000,  the  latest
    practicable date prior to the issue of this press release.
2    For the purposes of this appendix II, the market value
     of  a  Booker Share is based on the Closing  Price  of
     127p  per  Booker  Share on 24 May  2000,  the  latest
     practicable  date  prior to the issue  of  this  press
     release.
3   The  gross  dividend income on New  Iceland  Shares  is
    based  on  the  aggregate  of  the  interim  and  final
    dividends  in respect of the financial period  ended  1
    January  2000, together with an associated  tax  credit
    of 10/90ths of the amount paid.
4   No  dividend income arose on Booker Shares  in  respect
    of the financial period ended 25 March 2000.
5   Save  as  referred to in note 3 above, no  account  has
    been  taken  of any liability to taxation in  assessing
    the financial effects of acceptance of the Offer.

                       APPENDIX III
                             
                        DEFINITIONS
                             
                             
The  following  definitions  apply  throughout  this  Press
Announcement unless the context requires otherwise:

'Act'            the Companies Act 1985, as amended
                 
'Admission'      admission to the Official List of the UK
                 Listing Authority and admission to
                 trading on the London Stock Exchange's
                 market for listed securities of the New
                 Iceland Shares becoming effective by the
                 decision of the UK Listing Authority to
                 admit such shares to listing being
                 announced in accordance with paragraph
                 7.1 of the Listing Rules and by the
                 decision of the London Stock Exchange to
                 admit such shares to trading being
                 announced in accordance with the LSE
                 Admission Standards;
                 
'Australia'      the Commonwealth of Australia, its
                 states, territories and possessions
                 
'Booker'         Booker plc
                 
'Booker          the directors of Booker
Directors'
                 
'Booker Group'   Booker and its subsidiary undertakings
                 
'Booker          holders of Booker Shares
Shareholders'
                 
'Booker Shares'  the existing unconditionally allotted or
                 issued and fully paid ordinary shares of
                 25p each in the capital of Booker and any
                 further such shares which are
                 unconditionally allotted or issued and
                 fully paid before the date on which the
                 Offer closes (or such earlier date(s) as
                 Iceland may, subject to the City Code,
                 decide)
                 
'Booker Share    the 1990 Share Option Scheme, the 1984
Option Schemes'  Share Option Scheme, the SAYE Share
                 Option Scheme, the 1999 Company Share
                 Option Scheme, the Share Bonus Scheme,
                 the Long Term Incentive Plan and the 1999
                 SAYE Share Option Plan.
                 
'Canada'         Canada, its provinces and territories and
                 all areas subject to its jurisdiction and
                 any political subdivision thereof
                 
'Certificated'   not in uncertificated form (i.e. not in
or 'in           CREST)
certificated
form'
                 
'CGT'            United Kingdom taxation of chargeable
                 gains
                 
'City Code'      The City Code on Takeovers and Mergers
                 
'Closing Price'  the closing middle market price of a
                 Booker Share or an Iceland Share, as the
                 case may be, as derived from the Daily
                 Official List
                 
'CREST'          the system operated electronically by
                 CRESTCo in accordance with the
                 Regulations
                 
'CRESTCo'        CRESTCo Limited
                 
'CREST Manual'   the manual issued by CRESTCo dated May
                 1996
                 
'CREST member'   a person who has been admitted by CRESTCo
                 as a system-member (as defined in the
                 Regulations)
                 
'CREST           a person who is, in relation to CREST, a
participant'     system-participant (as defined in the
                 Regulations)
                 
'CREST sponsor'  a CREST participant admitted to CREST as
                 a CREST sponsor
                 
'CREST           a CREST member admitted to CREST as a
sponsored        sponsored member
member'
                 
'Daily Official  the Daily Official List of the London
List'            Stock Exchange
                 
'Directors' or   the Iceland Directors
'Board'
                 
'Extraordinary   the extraordinary general meeting of
General          Iceland, notice of which is set out at
Meeting' or      the end of the Listing Particulars, or
'EGM'            any adjournment thereof
                 
'Enlarged        the Iceland Group as enlarged by the
Group'           merger with the Booker Group
                 
'Enlarged        the issued ordinary share capital of
Issued Share     Iceland as enlarged by the Merger
Capital''        assuming (i) full acceptance of the Offer
                 and (ii) no further issue of shares by
                 either Iceland or Booker and (iii) no
                 exercise of options over shares in either
                 Iceland or Booker
                 
'Escrow Agent'   Lloyds TSB Registrars in its capacity as
                 escrow agent as defined in the CREST
                 Manual
                 
'Form of         the form of acceptance and authority
Acceptance'      relating to the Offer, which accompanies
                 this document
                 
'GM'             genetically modified
                 
'Iceland' or     Iceland Group plc
'the Company'
                 
'Iceland         the current directors of Iceland
Directors'
                 
'Iceland Group'  Iceland and its subsidiary undertakings
or 'the Group'   prior to the Merger
                 
'Iceland         holders of Iceland Shares
Shareholders'
                 
'Iceland         ordinary shares of 10p each in the
Shares'          capital of Iceland
                 
'Iceland Share   the Iceland Share Savings Scheme, Iceland
Option Schemes'  Executive Share Option Scheme, Iceland
                 Executive Performance Related Share
                 Option Scheme, Iceland Store Staff Share
                 Incentive Plan and the Iceland Long Term
                 Incentive Scheme
                 
'Lazard'         Lazard Brothers & Co., Limited
                 
'Listing         the application which has been made to
Application'     the UK Listing Authority for the
                 admission of the New Iceland Shares to
                 the Official List
                 
'Listing         the Listing Particulars to be issued in
Particulars'     relation to the New Iceland Shares to be
                 issued by Iceland in connection with the
                 Offer
                 
'Listing Rules'  the listing rules made by the UK Listing
                 Authority under section 142 of the
                 Financial Services Act 1986
                 
'London Stock    London Stock Exchange Limited
Exchange'
                 
'LSE Admission   the rules issued by the London Stock
Standards'       Exchange in relation to the admission to
                 trading of, and continuing requirements
                 for, securities admitted to the Official
                 List
                 
'member account  the identification code or number
ID'              attached to any member account in CREST
                 
'Merger'         the proposed merger of Iceland with
                 Booker to be effected by means of the
                 Offer
                 
'Merrill Lynch'  Merrill Lynch International
                 
'New Iceland     the new Iceland Shares to be issued,
Shares'          credited as fully paid, pursuant to the
                 Offer
                 
'New Iceland     those shareholders of Booker who become
Shareholders'    Iceland Shareholders by acceptance  of
                 New Iceland Shares pursuant to the Offer
                 
'Offer'          the recommended offer being made by
                 Rothschild on behalf of Iceland to
                 acquire all of the Booker Shares, on the
                 terms and subject to the conditions set
                 out or referred to in this document and
                 the Form of Acceptance and where the
                 context so requires, any subsequent
                 revision, variation, extension or renewal
                 thereof
                 
'Official List'  the list maintained by the UK Listing
                 Authority pursuant to Part IV of the
                 Financial Services Act 1986
                 
'Ordinary        ordinary shares of 10p each in the
Shares'          capital of the Company
                 
'Panel'          The Panel on Takeovers and Mergers
                 
'Participant     the identification code of membership
ID'              used in CREST to identify a particular
                 CREST member or other CREST participant
                 
'Proposed        Stuart Rose, Charles Wilson, David Price
Directors'       and Alan Smith
                 
'Receiving       Lloyds TSB Registrars, in its capacity as
Agent'           receiving agent for the purposes of the
                 Offer
                 
'Regulations'    the Uncertificated Securities Regulations
                 1995 (SI 1995 No. 95/3272)
                 
'Rothschild'     N M Rothschild & Sons Limited
                 
'SEC'            the Securities and Exchange Commission in
                 the United States
                 
'TFE             a transfer from escrow instruction (as
instruction'     defined by the CREST Manual)
                 
'TTE             a transfer to escrow instruction (as
instruction'     defined by the CREST Manual)
                 
'UK' or 'United  the United Kingdom of Great Britain and
Kingdom'         Northern Ireland
                 
'UK Listing      the Financial Services Authority as the
Authority'       competent authority for listing in the
                 United Kingdom under Part IV of the
                 Financial Services Act 1986
                 
'uncertificated  recorded on the relevant register of the
' or 'in         share or security concerned as being held
uncertificated   in uncertificated form in CREST and title
form'            to which, by virtue of the Regulations,
                 may be transferred by means of CREST
                 
'US' or 'United  the United States of America, its
States'          territories and possessions, any state of
                 the United States of America and the
                 District of Columbia and all other areas
                 subject to the jurisdiction of the United
                 States of America
                 
'US Securities   the United States Securities Act of 1933,
Act'             as amended