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Friday 05 October, 2001

WT Tiger 3 Limited

Recommended cash offer

WT Tiger 3 Limited
5 October 2001

PART 1

5 October 2001

Not for release, publication or distribution in or into
the United States, Canada, Australia or Japan


Recommended cash offer for WT Foods plc
by Rabobank International on behalf of W T Tiger 3 Limited

Summary

The board of W T Tiger 3 Limited ('Tiger Three') and the Independent
Directors of WT Foods announce that they have reached agreement on the terms
of a recommended cash offer to be made by Rabobank International on behalf of
Tiger Three, a newly incorporated company to be principally owned by
Bridgepoint Capital Limited, for all the issued and to be issued ordinary
shares in WT Foods ('Ordinary Shares') (other than those Ordinary Shares
which Tiger Three has contracted to acquire outside the terms of the Offer).


The Offer:


- is 47 pence in cash per Ordinary Share which values the issued share capital
  of WT Foods, on a fully diluted basis, at approximately £75.1 million, with
  total funding of £128.5 million raised by Tiger Three in respect of the
  Offer;

- represents a premium of approximately 23.7 per cent. over the Closing Price
  of 38 pence on 7 June 2001, being the last dealing day prior to the
  announcement by WT Foods that it had received an approach that might or
  might not lead to an offer for the Company; and

- is unanimously recommended by the Independent Directors of WT Foods.


Tiger Three has received, in aggregate, irrevocable undertakings to accept
and letters of support for the Offer in respect of, or otherwise agreed to

purchase, 82,937,085 Ordinary Shares representing 51.9 per cent. of the

issued share capital of WT Foods on a fully diluted basis.


The Independent Directors, who have been so advised by Hoare Govett, consider

the terms of the Offer to be fair and reasonable and unanimously recommend

all Independent Ordinary Shareholders to accept the Offer as they have

irrevocably undertaken to do themselves in respect of their own beneficial

interests comprising in aggregate 819,048 Ordinary Shares, representing

approximately 0.5 per cent. of WT Foods' issued share capital on a fully

diluted basis. In providing its advice to the Independent Directors, Hoare

Govett has taken into account the commercial assessments of the Independent

Directors.


The Offer is conditional, inter alia, on the approval of the Independent

Ordinary Shareholders of the arrangements with the Management Team on a poll

at an extraordinary general meeting.


Commenting on the announcement:


Keith Stott, director of Tiger Three, said:


'WT Foods has great potential but needs substantial capital investment to

pursue its growth strategy. As a board we have considered a range of options

to deliver value for our shareholders, and by taking the company private we

have secured a good premium for shareholders and a positive future for the

company.'


Philip Lovegrove, the Chairman and an Independent Director of WT Foods, said:


'The Independent Directors are recommending this offer to shareholders as we

believe it is fair and reasonable.'


Expressions used in this announcement are defined in Appendix II.


This summary should be read in conjunction with the full text of the

following announcement.


The Offer is subject to the terms and conditions set out or referred to in

Appendix I to this announcement.


Enquiries:


Bridgepoint Capital     020 7374 3670/   Brunswick Group        020 7404 5959

James Murray            07802 259 761    Jonathan Glass

                                         Patrick Handley


Tiger Three             01707 322 332    Rabobank International  020 7809 3000

Keith Stott                              John Cripps

Rod Garland                              Barry Leighton


WT Foods                                Hoare Govett            020 7678 8000

Philip Lovegrove                        Philip Dayer

today:                  07767 458 097

thereafter:             020 7600 4800


The Offer is not being made, directly or indirectly, in or into the United

States, or by use of the mails, or by any means or instrumentality of

interstate or foreign commerce, or any facilities of a national securities

exchange, of the United States (or any area subject to its jurisdiction or

any political subdivision thereof), nor is it being made in Canada, Australia

or Japan. Accordingly, copies of this announcement are not being and must not

be mailed or otherwise distributed or sent in, into or from the United

States, Canada, Australia or Japan and persons receiving any such documents

(including nominees, trustees or custodians) must not distribute or send them

in, into or from the United States, Canada, Australia or Japan. The

availability of the Offer to Ordinary Shareholders who are not resident in

the United Kingdom may be affected by the laws of relevant jurisdictions.

Ordinary Shareholders who are not resident in the United Kingdom should

inform themselves about and observe any applicable restrictions.


Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A, trading as Rabobank

International, which is regulated in the United Kingdom by The Securities and

Futures Authority Limited for the conduct of investment business, is acting

exclusively for Tiger Three and no one else in connection with the Offer and

will not be responsible to anyone other than Tiger Three for providing the

protections afforded to clients of Rabobank International or for giving

advice in relation to the Offer.


Hoare Govett, which is regulated in the United Kingdom by The Securities and

Futures Authority Limited, is acting exclusively for WT Foods and no one else

in connection with the Offer and will not be responsible to anyone other than

WT Foods for providing the protections afforded to clients of Hoare Govett or

for giving advice in relation to the Offer.


This announcement does not constitute an offer or an invitation to purchase

any securities.

 For immediate release


5 October 2001


Not for release, publication or distribution in or into

the United States, Canada, Australia or Japan

Recommended cash offer

for WT Foods plc

by Rabobank International on behalf of W T Tiger 3 Limited

1. Introduction


The board of W T Tiger 3 Limited ('Tiger Three') and the Independent

Directors of WT Foods plc announce that they have reached agreement on the

terms of a recommended cash offer to be made by Rabobank International on

behalf of Tiger Three for all the issued and to be issued ordinary shares in

WT Foods ('Ordinary Shares') (other than those Ordinary Shares which Tiger

Three has contracted to acquire outside the terms of the Offer) at 47 pence

per share.


Tiger Three is a newly incorporated company, registered in England and Wales,

formed for the purpose of making the Offer. Tiger Three is wholly owned by

Tiger Two which in turn is wholly owned by Tiger One. Following the Offer

becoming or being declared unconditional in all respects and completion of

certain funding arrangements to be undertaken by the Tiger Group, Tiger One

will principally be owned by Keith Stott, Rod Garland, John Brennan, Edward

Shaw and GK Noon MBE and the Bridgepoint Funds (through a nominee).


The Independent Directors, who have been so advised by Hoare Govett, consider

the terms of the Offer to be fair and reasonable. In providing its advice to

the Independent Directors, Hoare Govett has taken into account the commercial

assessments of the Independent Directors. Accordingly, the Independent

Directors unanimously recommend all Ordinary Shareholders to accept the Offer

as they have irrevocably undertaken to do themselves in respect of their own

beneficial interests comprising in aggregate 819,048 Ordinary Shares

representing approximately 0.5 per cent. of WT Foods' issued share capital on

a fully diluted basis.


2. The Offer


The Offer, which is subject to the conditions and further terms set out or

referred to in Appendix I, is made on the following basis:


for each Ordinary Share     47 pence in cash


The Offer represents a premium of approximately 23.7 per cent. over the

Closing Price of 38 pence on 7 June 2001, being the last dealing day prior to

the announcement by WT Foods that it had received an approach that might or

might not lead to an offer for the Company.



The Offer values the issued share capital of WT Foods, on a fully diluted

basis, at approximately £75.1 million.



The Ordinary Shares will be acquired by Tiger Three fully paid together with

all rights now or hereafter attaching thereto including the right to receive

and retain all dividends and other distributions declared, made or paid after

the date of this announcement.


3. Background to and reasons for recommending the Offer


The Board has pursued a strategy to develop the Company to achieve a leading

position as a manufacturer and distributor within the ethnic and speciality

foods sector. As part of this strategy WT Foods purchased MAP and Marlin

House in October 2000, Rio Pacific and Funnybones in May 2000 and Noon Group

in January 1999. During the period from 1999 to 2001, the Group has increased

turnover from £52.1 million to £120.1 million, profits before taxation,

interest and goodwill amortisation from £6.1 million to £12.4 million and

adjusted basic earnings per share (before goodwill amortisation) from 3.96

pence to 4.51 pence.


Notwithstanding the growth of WT Foods' activities, the Company's share price

has languished in recent years. On 1 October 1998, the day before WT Foods

announced it was in discussions for the acquisition of the Noon Group, the

Closing Price was 52.5 pence. This compares with the Closing Price of 38

pence on 7 June 2001, the last dealing day prior to the announcement that WT

Foods had received an approach which might or might not lead to an offer for

the Company. Over the two years to 7 June 2001, WT Foods had, in terms of

share price, underperformed the FTSE Food Producers and Processors Sector

Index and the FTSE All Share Index by 36.9 per cent. and 34.7 per cent.

respectively. The Independent Directors believe that the generally

indifferent sentiment towards companies with smaller market capitalisations

within the FTSE Food Producers and Processors Sector and the relative lack of

liquidity in the Ordinary Shares have been factors contributing to WT Foods'

share price underperformance. The Independent Directors have no present

reason to believe that WT Foods' stock market rating will improve in the near

term in the absence of an offer for WT Foods.


The Independent Directors note that in the period since the announcement of

an approach on 8 June 2001, WT Foods has not received any enquiries or

further approaches that may lead to another offer for the Company.


At 31 March 2001, WT Foods' gearing was about 70 per cent. and its interest

cover before goodwill amortisation for the year then ended was 4.9 times. The

directors of WT Foods have implemented a programme of investment with the aim

of increasing and improving production capacity of the WT Foods Group. Most

recently this has included a new 140,000 square foot purpose built

distribution centre at Welwyn, further automation at the Chilled and Frozen

division, refurbishment within the Bakery division and the installation of a

high speed sauce bottling line at the Company's facility at Corwen. In

addition, the Board intends to establish a third production facility for the

Chilled and Frozen division which requires an estimated initial investment of

approximately £8 million.



In view of the anticipated investment in the Chilled and Frozen division, the

present relatively high gearing levels of WT Foods Group and the low stock

market rating of the Ordinary Shares, the Board considers that the Company

will be unlikely to be able to make any further major acquisition on terms

that are attractive to it. Accordingly, the Board's ability to continue to

pursue its development strategy is now in doubt.



Against this background the Independent Directors entered into discussions

with the Management Team to explore the possibility of an offer from the

Management Team. On 11 June 2001, the Independent Directors announced that

they had received an approach from the Management Team, backed by Bridgepoint

Capital, and they would recommend an offer at 52 pence per Ordinary Share

which would include any dividend that may be declared in respect of the year

ended 31 March 2001. The Independent Directors were subsequently informed on

27 September that, as a consequence of the then current market environment,

the Management Team and Bridgepoint Capital had revised their indicative

offer from 52 pence to 47 pence, which would include any dividend that may be

declared up to the completion of the Offer. It was stated that the revised

indicative offer did not reflect a changed assessment by Bridgepoint Capital

of the underlying quality of the business and that a due diligence process,

including a review of current trading, had been completed to Bridgepoint

Capital's satisfaction. The Independent Directors have noted that the FTSE

Food Producers and Processors Sector index has declined by 10.3 per cent.

during the period from 8 June to 27 September 2001.



Taking account of: the above factors; the uncertain economic and stock market

environment; and the absence of any other enquiries or further approaches

that may lead to another offer for the Company, the Independent Directors,

who have been so advised by Hoare Govett, consider the Offer to be fair and

reasonable and, accordingly, have decided unanimously to recommend all

Ordinary Shareholders to accept the Offer.



4. Information on WT Foods



The principal activities of WT Foods are the manufacture and distribution of

herbs and spices, speciality foods, Mexican food and bakery products,

oriental food, speciality breads and chilled and frozen recipe meals. The WT

Foods Group has five divisions, namely Herbs and Spices, Bakery, Grocery,

Chilled and Frozen, and Food Service.



For the year ended 31 March 2001, the WT Foods Group recorded a turnover of

£120.1 million (2000: £91.4 million) and profit before tax and goodwill

amortisation of £9.8 million (2000: £9.0 million). For the same year,

adjusted basic earnings per share (before goodwill amortisation) were 4.51

pence (2000: 4.19 pence) and interim dividends per share were 0.75 pence

(2000 (full year dividends): 1.85 pence).



5. Current Trading



On 19 June 2001, the Board announced the preliminary results of the WT Foods

Group for the year ended 31 March 2001. In that announcement it was stated

that, against a background of continued pressure within the food

manufacturing industry, WT Foods' performance had been strong, current

trading was in line with the Board's expectations, WT Foods' recent

acquisitions were making steady progress and the Board was optimistic for the

current financial year. In addition, at the annual general meeting of WT

Foods held on 20 July 2001, the Chairman confirmed that current trading was

still in line with management's expectations.



Tiger Three has indicated that the Offer is made on the basis that no final

dividends will be made in respect of the Ordinary Shares for the year ended

31 March 2001 and for the current financial year. Accordingly, the

Independent Directors decided not to recommend the payment of a final

dividend for the year ended 31 March 2001 or an interim dividend for the six

months ended 30 September 2001 as to do so would reduce the Offer price for

the Ordinary Shares. However, should the Offer lapse or be withdrawn, the

Board will then consider whether to declare a special dividend to replace the

dividends for such periods.



6. Information on the Tiger Group



Tiger Three is a newly incorporated company registered in England and Wales

formed for the purpose of making the Offer. Tiger Three has not traded prior

to the posting of this announcement. Tiger Three is wholly owned by Tiger Two

which in turn is wholly owned by Tiger One. Tiger One is presently wholly

owned by the Management Team.



Following the Offer becoming or being declared unconditional in all respects

Tiger Three and Tiger Two will remain wholly owned by Tiger Two and Tiger One

respectively, and it is intended that the Management Team and the Bridgepoint

Funds (through a nominee) will hold in total loan stock of approximately £49

million in Tiger Two. Shares in Tiger One will principally be owned by the

Management Team and the Bridgepoint Funds (through a nominee).



The Tiger Group has also arranged for a total amount of £79.2 million debt

finance to be provided by Rabobank International Leveraged Finance upon the

Offer becoming or being declared unconditional in all respects, such finance

to be used for, among other things, financing the Offer, and a further £15.5

million for the purposes of capital expenditure and working capital.



7. Purchases of Ordinary Shares and support for the Offer



Tiger Three has entered into the Management Exchange Agreement whereby it has

conditionally agreed to acquire the Management Shares in exchange for the

issue and allotment of Tiger Three Consideration Shares, credited as fully

paid, to the Management Team.



Tiger Three has received letters of support from those members of the

Management Team who hold options under the WT Foods Share Option Schemes to

exercise options over 360,000 Ordinary Shares immediately following the Offer

becoming or being declared unconditional in all respects and, upon the issue

and allotment of such shares, to accept the Offer in respect thereof.



Tiger Three has received irrevocable undertakings to accept the Offer in

respect of an aggregate of 29,615,531 Ordinary Shares representing 18.5 per

cent. of the issued share capital of WT Foods on a fully diluted basis.



In addition, Tiger Three has received letters of support from Ordinary

Shareholders to accept, or recommend that funds advised by them accept, the

Offer in respect of an aggregate of 42,696,189 Ordinary Shares representing

26.7 per cent. of the issued share capital of WT Foods on a

fully diluted basis.



The following table sets out the number of Ordinary Shares in respect of

which and the persons from whom Tiger Three has received irrevocable

undertakings or letters of support to accept the Offer, or Tiger Three has

otherwise agreed to acquire:





                                      No. of Ordinary Shares    Percentage of

                                                                   the issued

                                                               share capital,

                                                                   on a fully

                                                                diluted basis



Irrevocable undertakings

The Independent Directors (1)                        819,048             0.5%

The Management Team (1,2)                          9,869,983             6.2%

Zeenat Harnal (1)                                  1,125,000             0.7%

Certain institutional Ordinary Shareholders (3)   17,801,500            11.1%

                                                  __________            _____

                                                  29,615,531            18.5%

Letters of support

The Management Team (4)                              360,000             0.2%

Certain institutional Ordinary Shareholders       42,336,189            26.5%

                                                  __________            _____

                                                  42,696,189            26.7%



Management Exchange Agreement

The Management Team                               10,625,365             6.7%

                                                  __________            _____

                                                  82,937,085            51.9%



(1) These undertakings continue to be binding in the event of a competing

    offer being made for WT Foods.

(2) This includes 1,800,000 Ordinary Shares held by certain family trusts of

    GK Noon MBE and 523,757 Ordinary Shares held by the Management Team to be

    converted from Deferred Shares upon receipt of the Unconditional Notice.

(3) These undertakings will cease to be binding in the event of a competing

    offer for WT Foods which is at least 10 per cent. higher in overall value.

(4) From options to be exercised.



Tiger Three has therefore received, in aggregate, irrevocable undertakings to

accept and letters of support for the Offer in respect of, or otherwise

agreed to purchase, 82,937,085 Ordinary Shares representing 51.9 per cent. of

the issued share capital of WT Foods on a fully diluted basis.



8. Recommendation



The Independent Directors, who have been so advised by Hoare Govett, consider

the terms of the Offer to be fair and reasonable. In providing its advice to

the Independent Directors, Hoare Govett has taken into account the commercial

assessments of the Independent Directors.



Accordingly, the Independent Directors of WT Foods unanimously recommend all

Independent Ordinary Shareholders to accept the Offer as they have

irrevocably undertaken to do themselves in respect of their own beneficial

interests comprising in aggregate 819,048 Ordinary Shares, representing

approximately 0.5 per cent. of WT Foods' issued share capital on a fully

diluted basis.



9.  WT Foods Share Option Schemes, Deferred Shares and Second Tranche Loan

    Notes



(a)     W T Foods Share Option Schemes and Deferred Shares



The Offer also extends to any Ordinary Shares which are unconditionally

issued or allotted fully paid (or credited as fully paid) whilst the Offer

remains open for acceptance (or such earlier date as Tiger Three, with the

Panel's consent or in accordance with the Code, may decide) as a result of

the exercise of options under the WT Foods Share Option Schemes or the

conversion of the Deferred Shares.



Tiger Three will make appropriate proposals to holders of options granted

under the WT Foods Share Option Schemes and Deferred Shareholders in due

course.



(b)     Second Tranche Loan Notes



The Second Tranche Loan Note Holders have given notices to WT Foods demanding

the Company to redeem all their Second Tranche Loan Notes in cash at par

value, being £5 million in aggregate (together with accrued but unpaid

interest) subject to the Offer becoming or being declared unconditional in

all respects.



10. Management and Employees



Tiger Three has given assurances to the Independent Directors that, following

the Offer becoming or being declared unconditional in all respects, the

existing employment rights, including pension rights, of all employees of WT

Foods will be fully safeguarded. The Independent Directors have agreed to

resign from the Board when the Offer becomes or is declared unconditional in

all respects.



11. Inducement Fee



WT Foods has agreed to make a payment to Bridgepoint Capital of up to

£750,000 (plus VAT) in certain circumstances, including in the event that (i)

the Independent Directors withdraw or adversely modify their recommendation

of the Offer or (ii) a higher third party offer becomes or is declared

unconditional in all respects and in each case as a result the Offer lapses,

provided that the aggregate amount payable (inclusive of VAT, if any) should

not exceed one per cent. of the aggregate value of the Offer on a fully

diluted basis. The Independent Directors are satisfied that without this

undertaking the Offer would not have been made. Accordingly, the Independent

Directors, who have been so advised by Hoare Govett, consider the inducement

fee arrangement to be in the best interests of WT Foods Shareholders in the

context of the Offer.



12. Extraordinary General Meeting



The Management Team has entered into certain arrangements with the Tiger

Group in connection with the Offer including the Management Exchange

Agreement and the Subscription and Shareholders Agreement. Further details of

such arrangements are set out in the Offer Document.



Hoare Govett considers the terms of the arrangements with the Management Team

to be fair and reasonable in the context of the Offer so far as Independent

Ordinary Shareholders are concerned.



The Management Exchange Agreement, the Subscription and Shareholders

Agreement and the arrangements between the Tiger Group and the Management

Team are not arrangements that are available to all Ordinary Shareholders.

The Panel requires that such arrangements, in the context of the Offer, be

approved on a poll by Independent Ordinary Shareholders at an extraordinary

general meeting.



Accordingly, it is intended to convene an extraordinary general meeting of WT

Foods, notice of which is attached to the Offer Document.



13. Information on Bridgepoint Capital



Bridgepoint Capital is a leading pan-European private equity investment

group. Bridgepoint Capital was formerly known as NatWest Equity Partners and

was an independently managed subsidiary of NatWest Group plc. In June 2000,

Bridgepoint Capital completed a management buyout and since then it has been

wholly owned by its staff.



Bridgepoint Capital currently has over euro3 billion of funds under

management from worldwide institutional clients. Bridgepoint Capital operates

from four offices in the UK and six offices in continental Europe. In 2000,

Bridgepoint Capital invested £219 million in 18 companies and a further £48

million in add-on acquisitions. Bridgepoint Capital (or its predecessor

companies) has completed nine public to private transactions including the

buyouts of Norcros plc, Sinclair Montrose plc, Salehurst plc and Symonds plc.

For substantially all transactions, Bridgepoint Capital and its executives

make a co-investment together with the funds under their management. This

demonstrates Bridgepoint Capital and its executives' commitment to the

investments made on behalf of the funds.



Bridgepoint Capital (or its predecessor companies) has invested in more than

300 transactions in the last 10 years including Adams Childrenswear, Alliance

Medical, Golden Wonder and Protocol Associates.



14. Compulsory acquisition and de-listing



Subject to the Offer becoming or being declared unconditional in all

respects, if Tiger Three receives acceptances under the Offer in respect of

90 per cent. or more of the Ordinary Shares to which the Offer relates for

the purposes of sections 428 to 430F of the Companies Act, Tiger Three

intends to exercise its rights under those sections to acquire compulsorily

the remaining Ordinary Shares.



Furthermore, when the Offer becomes or is declared unconditional in all

respects, Tiger Three will procure the making of an application by WT Foods

for the cancellation of both the listing of the Ordinary Shares on the

Official List and admission to trading on the London Stock Exchange's market

for listed securities and will re-register WT Foods as a private company

under the relevant provisions of the Companies Act. It is anticipated that

such cancellation will take effect not earlier than 20 business days after

the Offer becomes or is declared unconditional in all respects.



15. Despatch of the formal Offer



The Offer Document will be despatched to Ordinary Shareholders tomorrow. The

conditions and principal further terms of the Offer are set out in Appendix I

to this announcement.



16. Interests in WT Foods Shares



As at 4 October 2001, being the last dealing day prior to this announcement,

the following persons, who are deemed to be acting in concert with Tiger

Three for the purposes of the Offer, owned or controlled the following

interests in WT Foods:



  Director           Number of Ordinary           Number of    Ordinary Shares

                                 Shares     Deferred Shares       under option



  Keith Stott (1)               117,579           1,446,456            790,000

  Rod Garland (2)                91,579           1,446,456            790,000

  John Brennan (3)              185,368           1,446,455            790,000

  Edward Shaw (4)               440,000           1,446,455            790,000

  GK Noon MBE (5)            13,875,000                   -                  -



  1.    Of Mr Stott's holding, 117,579 Ordinary Shares were held

        non-beneficially.

  2.    Of Mr Garland's holding, 91,579 Ordinary Shares were held

        non-beneficially.

  3.    Of Mr Brennan's holding, 48,000 Ordinary Shares were held

        non-beneficially.

  4.    Of Mr Shaw's holding, 220,000 Ordinary Shares were held

        non-beneficially.

  5.    Of GK Noon MBE's holding, 1,800,000 Ordinary Shares and £2,122,500

        Second Tranche Loan Notes were held by his family trusts.



Save for the above interests, neither Tiger Three, nor any of the directors

of Tiger Three, nor, so far as Tiger Three is aware, any party acting in

concert with Tiger Three for the purposes of the Code, owns or controls

Ordinary Shares or holds any options to purchase Ordinary Shares or has

entered into any derivative referenced to securities of WT Foods which

remains outstanding on 4 October 2001, being the last dealing day prior to

this announcement.



Enquiries:



Bridgepoint Capital     020 7374 3670/   Brunswick Group        020 7404 5959

James Murray            07802 259 761    Jonathan Glass

                                         Patrick Handley



Tiger Three             01707 322 332    Rabobank International  020 7809 3000

Keith Stott                              John Cripps

Rod Garland                              Barry Leighton



WT Foods                                Hoare Govett            020 7678 8000

Philip Lovegrove                        Philip Dayer

today:                  07767 458 097

thereafter:             020 7600 4800



Rabobank International, which is regulated in the United Kingdom by The

Securities and Futures Authority Limited, is acting exclusively for Tiger

Three and no one else in connection with the Offer and will not be

responsible to anyone other than Tiger Three for providing protections

afforded to clients of Rabobank International nor for giving advice in

relation to the Offer.



Hoare Govett, which is regulated in the United Kingdom by The Securities and

Futures Authority Limited, is acting exclusively for WT Foods and no one else

in connection with the Offer and will not be responsible to anyone other than

WT Foods for providing the protections afforded to clients of Hoare Govett

nor for giving advice in relation to the Offer.



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 inform themselves about and observe

any applicable requirements.



The Offer is not being made, directly or indirectly, in or into, or by use of

the mails of, or by any means or instrumentality (including, without

limitation, facsimile transmission, telex, telephone and electronic mail) of

interstate or foreign commerce of, or any facilities of a national securities

exchange of, the United States, Canada, Australia or Japan. Accordingly, the

Offer is not capable of acceptance by any such use, means, instrumentality or

facility or from within the United States, Canada, Australia or Japan. Except

as required or permitted by applicable law, copies of this announcement or

any other documents related to the Offer are not being and must not be,

mailed or otherwise distributed or sent in or into or from the United States,

Canada, Australia or Japan and persons receiving such documents (including

custodians, nominees and trustees) must not distribute, send or otherwise

forward them in, into or from, the United States, Canada, Australia or Japan.



This announcement alone does not constitute an Offer or invitation to

purchase any securities. Any acceptance or other response to the Offer should

be made only on the basis of the information to be contained in the Offer

Document that is despatched to Ordinary Shareholders today and, for

information only, to Deferred Shareholders, Second Tranche Loan Note Holders

and holders of options granted under the WT Foods Share Option Schemes.



APPENDIX I



Conditions and further terms of the Offer



The Offer, which will be made by Rabobank International on behalf of Tiger

Three, will comply with the rules and regulations of the London Stock

Exchange, the UK Listing Authority and the provisions of the Code.



Part A: Conditions of the Offer



1.  The Offer is subject to the following conditions:



    (a) valid acceptances being received (and not, where permitted, withdrawn)

        by not later than 3.00 p.m. on 29 October 2001 (or such later time(s)

        and/or date(s) as Tiger Three may, subject to the rules of the Code,

        decide) in respect of not less than 90 per cent. (or such lesser

        percentage as Tiger Three may decide) in nominal value of the Ordinary

        Shares to which the Offer relates, provided that, unless agreed by the

        Panel, this condition will not be satisfied unless Tiger Three and/or

        its wholly-owned subsidiaries have acquired or agreed to acquire

        (pursuant to the Offer or otherwise), directly or indirectly, Ordinary

        Shares carrying, in aggregate, over 50 per cent. Of the voting rights

        then normally exercisable at general meetings of WT Foods

        on such basis as may be required by the Panel (including for this

        purpose, to the extent (if any) required by the Panel, any voting

        rights attaching to any shares which 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 'Ordinary shares to which the Offer relates' shall

        be construed in accordance with sections 428 to 430F of the

        Companies Act; and (ii) shares which have been unconditionally

        allotted shall be deemed to carry the voting rights which they will

        carry on issue;



     (b) the passing at the Extraordinary General Meeting of the Ordinary

         Resolution;



     (c) the Office of Fair Trading indicating, in terms satisfactory to

         Tiger Three, that it is not the intention of the Secretary of State

         for Trade and Industry to refer the proposed acquisition of WT Foods

         by Tiger Three, or any matters arising therefrom, to the Competition

         Commission;



     (d) no government or governmental, quasi-governmental, supranational,

         statutory or regulatory body, or any court, institution,

         investigative body, association, trade agency or professional or

         environmental body or (without prejudice to the generality of the

         foregoing) 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 enacted, made or proposed any statute, regulation or order or

         otherwise taken any other step or done any thing, and there not

         being outstanding any statute, legislation or order, that would or

         might:



        (i) materially restrict, restrain, prohibit, delay, impose additional

            material adverse conditions or obligations with respect to, or

            otherwise materially interfere with the implementation of, the

            Offer or the acquisition of any Ordinary Shares by Tiger Three

            or any matters arising therefrom;



       (ii) result in a material delay in the ability of Tiger Three, or

            render Tiger Three unable, to acquire some or all of the

            Ordinary Shares;



      (iii) require, prevent, delay or affect the divestiture by Tiger Three,

            Tiger Two, Tiger One or any of their subsidiaries, subsidiary

            undertakings or associated undertakings (including any company of

            which 20 per cent. or more of the voting capital is held by the

            Tiger Group or any partnership, joint venture, firm or company in

            which any of them may have a substantial interest)

            (together the 'wider Tiger Group') or WT Foods or any of its

            subsidiaries, subsidiary undertakings or associated undertakings

            (including any company of which 20 per cent. or more of the voting

            capital is held by the WT Foods Group or any partnership, joint

            venture, firm or company in which any of them may be interested)

            (together the 'wider WT Foods Group') of all or any

            material portion of their respective businesses, assets or

            properties or of any WT Foods Shares or other securities in

            WT Foods

            or impose any limitation on the ability of any of them to conduct

            their respective businesses or own their respective assets or

            properties or any material part thereof to an extent which is

            material in the context of the wider Tiger Group or the wider WT

            Foods Group, respectively, in each case taken as a whole;



       (iv) impose any limitation on the ability of any member of the wider

            Tiger Group to acquire or hold or exercise effectively, directly

            or indirectly, all rights of all or any of the Ordinary Shares

           (whether acquired pursuant to the Offer or otherwise);



        (v) require any member of the wider Tiger Group or the wider WT Foods

            Group to offer to acquire any shares or other securities (or the

            equivalent) or rights thereover in any member of the wider WT
            
            Foods Group (other than WT Foods) owned by any third party;



       (vi) make the Offer or its implementation or the acquisition or the

            proposed acquisition of WT Foods or any member of the wider

            WT Foods Group or of any Ordinary Shares or any other shares or

            securities in, or control of, WT Foods, illegal, void and/or

            unenforceable in or under the laws of any jurisdiction;



     (viii) impose any material limitation on the ability of any member of the

            wider Tiger Group or the wider WT Foods Group to co-ordinate its

            business, or any part of it, with the business of any other member

            of the wider WT Foods Group; or



     (viii) otherwise adversely affect any or all of the businesses, assets,

            prospects or profits of any member of the wider WT Foods Group or

            the exercise of rights of shares of any company in the WT Foods

            Group to an extent which is material in the context of the wider

            Tiger Group or the wider WT Foods Group, respectively, in each

            case taken as a whole, and all applicable waiting periods during 
            which

            such Relevant Authority could institute, implement or threaten any

            such action, proceeding, suit, investigation, enquiry or

            reference or otherwise intervene having expired, lapsed or been

            terminated;



     (e) all authorisations, orders, grants, consents, clearances, licences,

         permissions and approvals, in any jurisdiction for or in respect of

         the Offer, the proposed acquisition of any shares or securities in,

         or control of, WT Foods or any member of the wider WT Foods Group by

         any member of the wider Tiger Group or the carrying on of the

         business of any member of the wider WT Foods Group or any matters

         arising therefrom being obtained in terms satisfactory to Tiger

         Three from all appropriate Relevant Authorities or (without

         prejudice to the generality of the foregoing) from any persons or

         bodies with whom any members of the wider WT Foods Group has entered

         into contractual arrangements and such authorisations, orders,

         grants, consents, clearances, licences, permissions and approvals

         remaining in full force and effect and there being no intimation of

         any intention to revoke or not to renew the same and all necessary

         filings having been made, all appropriate waiting and other time

         periods (including extensions thereto) under any applicable

         legislation and regulations in any jurisdiction having expired,

         lapsed or been terminated and all necessary statutory or regulatory

         obligations in any jurisdiction in respect of the Offer or the

         proposed acquisition of WT Foods by Tiger Three or of any Ordinary

         Shares or any matters arising therefrom having been complied with to

         an extent which is material in the context of the wider Tiger Group

         or the wider WT Foods Group, respectively, in each case taken as a

         whole;



     (f) appropriate assurances being received, in terms satisfactory to

         Tiger Three, from the relevant authorities or any party with whom any

         member of the wider WT Foods Group has any contractual or other

         relationship that the interests held by any member of the wider WT

         Foods Group under licences, leases, consents, permits and other

         rights will not be adversely amended or otherwise affected by the

         Offer or the proposed acquisition of WT Foods or any matters

         arising therefrom, that such licences, leases, consents, permits and

         other rights are in full force and effect and that there is no

         intention to revoke or amend any of the same to the extent which is

         material in the context of the wider WT Foods Group taken as a whole;



     (g) save as disclosed in writing to Tiger Three, Bridgepoint Capital or

         their respective advisors or in a public announcement by WT Foods by

         the delivery of an announcement to the Company Announcement Office of

         the London Stock Exchange, in each case, on or prior to 4 October

         2001, there being no provision of any agreement, instrument, permit,

         licence or other arrangement to which any member of the wider

         WT Foods Group is a party or by or to which it or any of its assets

         may be bound or subject which, as a consequence of the Offer or the

         acquisition of WT Foods or because of a change in the control or

         management of WT Foods or any member of the WT Foods Group or any

         matters arising therefrom or otherwise, could or might have the

         result, to the extent which is material in the context of the wider

         WT Foods Group taken as a whole, that:



        (i) any moneys borrowed by, or other indebtedness, actual or

            contingent, of, or grant available to, any member of the wider WT

            Foods Group becomes or is capable of being declared repayable

            immediately or earlier than the repayment date stated in such

            agreement, instrument or other arrangement or the ability of any

            member of the wider WT Foods Group to borrow moneys or incur

            indebtedness is withdrawn, inhibited or materially adversely

            affected;



       (ii) any mortgage, charge or other security interest is created over

            the whole or any part of the business, property or assets of any

            member of the wider WT Foods Group or any such security (whenever

            arising) becomes enforceable;



      (iii) any such agreement, instrument, permit, licence or other

            arrangement, or any right, interest, liability or obligation of

            any member of the wider WT Foods Group therein, is terminated or

            materially adversely modified or affected or any material action

            is taken or onerous obligation arises thereunder;



       (iv) the value of any member of the wider WT Foods Group or its

            financial or trading position is prejudiced or materially

            adversely affected;



        (v) any material asset or, other than in the ordinary course of

            business, any asset of the wider WT Foods Group being or falling

            to be charged or disposed of;



       (vi) the rights, liabilities, obligations or interests or business of

            any member of the wider WT Foods Group in or with any other

            person, firm or company (or any arrangement relating to such

            interest or business) is terminated, modified or adversely
            affected;

            or



      (vii) any member of the wider WT Foods Group ceases to be able to carry

            on business under any name under which it currently does so;



     (h) since 31 March 2001 (being the date to which the latest published

         audited report and accounts of WT Foods were made up) and save as

         disclosed in writing to Tiger Three, Bridgepoint Capital or their

         respective advisors or in a public announcement by WT Foods by the

         delivery of an announcement to the Company Announcement Office of

         the London Stock Exchange, in each case, on or prior to 4 October

         2001, no member of the WT Foods Group having:



        (i) issued or agreed to issue or authorised or proposed the issue of

            additional shares of any class or issued or authorised or proposed

            the issue of or granted securities convertible into or rights,

            warrants or options to subscribe for or acquire such shares or

            convertible securities or redeemed, purchased or reduced or

            announced any intention to do so or made any other change to any

            part of its share capital;



       (ii) recommended, declared, paid or made or proposed to recommend,

            declare, pay or make any dividend, bonus or other distribution

            other than dividends lawfully paid to WT Foods or wholly-owned

            subsidiaries of WT Foods;



      (iii) authorised or proposed or announced its intention to propose

            (a) any merger or (b) any acquisition, disposal or transfer of

            assets (otherwise than in the ordinary course of business) or

            shares which in each case is material or (c) any change in its

            share or loan capital;



       (iv) issued or authorised or proposed the issue of any debentures or

            otherwise than in its ordinary course of business incurred or

            increased any indebtedness or contingent liability which is

            material in the context of the wider WT Foods Group taken as a

            whole;



        (v) otherwise than in its ordinary course of business disposed of or

            transferred, mortgaged or encumbered any material asset or any

            right, title or interest in any material asset or entered into or

            varied or authorised or proposed the entry into or variation of or

            announced its intention to enter into or vary any contract,

            commitment or arrangement (whether in respect of capital

            expenditure or otherwise) which is of a long term or unusual

            nature or which involves or could involve an obligation of a

            nature or magnitude which is material in the context of the wider

            Tiger Group or the wider WT Foods Group taken as a whole or which

            could reasonably be expected to be materially restrictive to the

            scope of existing business of any member of the wider WT

            Foods Group;



       (vi) entered into or varied or proposed to enter into or vary any

            contract, reconstruction, amalgamation, arrangement or other

            transaction which is of a long term or unusual or onerous

            nature or is otherwise than in its ordinary course of business and

            which is material in the context of the wider WT Foods

            Group taken as a whole or announced any intention to do so;



      (vii) entered into, or varied the terms of, any contract or agreement

            with any of the directors or senior executives of WT Foods save

            for the salary review which took place in April 2001 or otherwise

            disclosed in this document;



     (viii) taken or proposed any corporate action or had any legal

            proceedings started or threatened against it 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

            revenues to an extent which is material in the context of the

            wider Tiger Group or the wider WT Foods Group, respectively,

            in each case taken as a whole;


       (ix) waived or compromised any claim other than in its ordinary course

            of business which is material in the context of the wider WT Foods

            Group taken as a whole;


        (x) made any amendment to its memorandum or articles of association;



       (xi) entered into any contract, transaction or arrangement which is or

            may be restrictive on the business of any member of the wider

            WT Foods Group which, in any case, is material in the context of
            the

            WT Foods Group taken as a whole or which is otherwise than in its

            ordinary course its business;



       (xii) entered into any contract, commitment or agreement with respect
             to

             any of the transactions or events referred to in this condition

             (h) which is material in the context of the wider WT Foods Group

             taken as a whole; and



     (xiii) been unable or admitted that it is unable to pay its debts or
            having

            stopped or suspended (or threatened to stop or suspend) payment of

            its debts generally or ceased or threatened to cease carrying on

            all or a material par of its business;



     (i) since 31 March 2001 (being the date to which the latest published

         audited report and accounts of WT Foods were made up) and save as

         disclosed in writing to Tiger Three, Bridgepoint or their respective

         advisors or in a public announcement by WT Foods by the delivery of
         an

         announcement to the Company Announcement Office of the London Stock

         Exchange, in each case, on or prior to 4 October 2001:



        (i) no litigation, arbitration, prosecution or other legal proceedings

            having been instituted, announced or threatened or become pending
            or

            remained outstanding by or against any member of the wider WT
            Foods

            Group or to which any member of the wider WT Foods Group is or may

            become a party (whether as plaintiff, defendant or otherwise which

            could have a material adverse effect on the wider WT Foods Group
            or

            the wider Tiger Group taken as a whole);

       (ii) no adverse change having occurred in the business, assets,

            financial

            or trading position, profits or prospects of any member of the

            wider WT Foods Group which is material in the context of the wider

            WT Foods Group or the wider Tiger Group in each case taken as a

            whole;


      (iii) no investigation by any Relevant Authority having been threatened,

            announced, implemented or instituted or remaining outstanding

            which,in any case, could have a material adverse effect on the

            wider WT

            Foods Group or the wider Tiger Group taken as a whole;


     (j) Tiger Three not having discovered that:


        (i) any business, financial or other information concerning any member

            of the WT Foods Group disclosed publicly at any time to Tiger
            Three

            by or on behalf of any member of the WT Foods Group, either

            contains a misrepresentation of fact or omits to state a fact

            necessary to make the information contained therein not misleading

            in each case to a material extent unless such misrepresentation or

            omission has been subsequently corrected to the reasonable

            satisfaction of Tiger Three prior to 29 October 2001; or



       (ii) any member of the wider WT Foods Group is subject to any
            liability,

            actual or contingent, which is not disclosed in the annual report

            and accounts of WT Foods for the financial year ended 31 March
            2001

            to an extent which is material in the context of the wider WT
            Foods

            Group or the wider Tiger Group taken as a whole; and


     (k) Tiger Three not having discovered that:


        (i) any past or present member of the wider WT Foods Group has not

            complied with all applicable legislation or regulations of any

            jurisdiction with regard to the storage, disposal, discharge,

            spillage, leak or emission of any waste or hazardous substance or

            any substance likely to impair the environment or to

            harm human health or otherwise relating to environmental matters

            (which non-compliance might give rise to any liability (whether

            actual or contingent) on the part of any member of the wider WT

            Foods Group which is material to the wider WT Foods Group taken as

            a whole) or that there has otherwise been any such disposal,

            discharge, spillage, leak or emission (whether or not the same

            constituted a non-compliance by any person with any

            such legislation or regulations and wherever the same may have

            taken place) which in any such case might give rise to any

            liability (whether actual or contingent) on the part of any member

            of the wider WT Foods Group which would be material to the wider
            WT

            Foods Group taken as a whole;


       (ii) there is or is likely to be any liability (whether actual or

            contingent) to make good, repair, reinstate or clean up any

            property now or previously owned, occupied or made use of by any

            past or present member of the wider WT Foods Group or any

            controlled waters under any environmental legislation, regulation,

            notice, circular or order of any Relevant Authority or third party

            or otherwise;

      (iii) that circumstances exist (whether as a result of the making of the

            Offer or otherwise) which might reasonably lead to any Relevant

            Authority instituting or any member of the wider WT Foods Group or

            the wider Tiger Group might be required to institute, an

            environmental audit or take any other steps which in any such case

            might result in any actual or contingent material liability

            to improve or install new plant or equipment or make good, repair,

            re-instate or clean up any land or other asset now or previously

            owned, occupied or made use of by any member of the wider WT Foods

            Group; or

to the extent not covered by insurance, circumstances exist whereby a person
or

class of persons would be reasonably likely to have any claim or claims in

respect of any product or process of manufacture or materials used therein now

or previously manufactured, sold or carried out by any past or present member

of the wider WT Foods Group which would be or would be reasonably likely to be

material to the wider WT Foods Group taken as a whole.


Tiger Three reserves the right to waive all or any of conditions (c) to (k)

(inclusive) above, in whole or in part. Condition (b) must be fulfilled within

21 days after the later of 29 October 2001 and the date on which condition (a)

is fulfilled and conditions (c) to (k) (inclusive) must be satisfied as at, or

waived on or before, 21 days after the later of 29 October 2001 and the date
on

which condition (a) is fulfilled (or in each case such later date as the Panel

may agree) provided that Tiger Three shall be under no obligation to waive or

treat as satisfied any of conditions (c) to (k) (inclusive) by a date earlier

than the latest date specified above 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.


2.  If Tiger Three is required by the Panel to make an offer for Ordinary

Shares under the provisions of Rule 9 of the Code, Tiger Three may make such

alterations to the conditions as are necessary to comply with the provisions
of

that Rule.


3.  The Offer will lapse if the Offer is referred to the Competition

Commission before (in any such case) the later of 29 October 2001 and the date

when the Offer becomes or is declared unconditional as to acceptances.


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