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Weeks Group PLC (~156)

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Wednesday 14 May, 2003

Weeks Group PLC

Offer by Bureau Veritas SA

Weeks Group PLC
14 May 2003

14 May 2003

RECOMMENDED CASH OFFER BY BUREAU VERITAS SA FOR THE WEEKS GROUP PLC

The board of WEEKS, the UK consulting and testing house for the natural and
built environments, announces that it has reached an agreement on the terms of a
recommended cash offer with Bureau Veritas, a global leader specialising in
quality, health, safety and environmental management.  The Cash Offer at 4.75p
per share for each WEEKS share is to acquire the whole of the issued, and to be
issued, ordinary share capital of WEEKS.

Background to the Offer:

-  The Cash Offer (4.75p) is at a substantial premium (approximately 58 per
   cent) to the current WEEKS share price (3p) and values WEEKS at approximately
   £7.48 million.

-  The board believes that the development of WEEKS will be better served as
   part of a larger global business which will allow WEEKS to focus upon 
   developing niche services and specialities without the constraints that being 
   a small public company imposes.  By moving WEEKS into the private sector the 
   business will also save on the regulatory costs that the directors believe 
   are no longer justified for a company of this size.

-  Bureau Veritas is a global leader specialising in quality, health, safety and
   environmental management.  It offers an extensive range of technical services
   and solutions in the fields of certification, conformity assessment, 
   consulting and outsourcing.

-  Bureau Veritas already has a presence in the UK and is a global leader with a
   network covering 140 countries having a turnover of approximately €1bn in 
   2001.

-  Bureau Veritas has received irrevocable undertakings to accept the Cash Offer
   of 39.68 per cent.

The Cash Offer is being unanimously recommended by the board of WEEKS who have
been so advised by Teather & Greenwood.

John Low, Chairman of WEEKS, commented:

'This is a fair and reasonable offer and we believe it is in the best interests
of our company, our shareholders, employees and our customers.  The development
of the company can be better served by being part of a larger global business
without the constraints that being a small public company imposes.'

For further information please contact:

WEEKS Group:
John Low                                        01732 771388
Phillip Hill                                    01732 771388

Teather & Greenwood:
Jeff Keating                                    020 7426 9000
David Galan                                     020 7426 9000

Bell Pottinger Financial
Charlotte Lambkin                               020 7861 3232
Emma Kent                                       020 7861 3232

Lovells:
John Cooper                                     020 7296 2001


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

PRESS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
14 MAY 2003


RECOMMENDED CASH OFFER BY BUREAU VERITAS SA FOR THE WEEKS GROUP PLC

INTRODUCTION

The board of Weeks announces that it has reached agreement with Bureau Veritas
on the terms of a recommended cash offer to be made by Bureau Veritas to acquire
the whole of the issued and to be issued ordinary share capital of Weeks.

The directors, who have been so advised by Teather & Greenwood, consider the
terms of the Cash Offer to be fair and reasonable and in the best interests of
Weeks, Weeks Shareholders and participants in Weeks Share Schemes. In providing
advice to the directors, Teather & Greenwood has taken into account the
commercial assessments of the directors.

Accordingly, the directors unanimously recommend Shareholders to accept the Cash
Offer, as they have irrevocably undertaken to do in respect of their own
registered and beneficial holdings, amounting in aggregate to 6,943,862 Weeks
Shares representing approximately 4.41 per cent of Weeks' existing issued share
capital and which, together with the other irrevocable undertakings referred to
below, amount in aggregate to 62,446,442 Weeks Shares, representing
approximately 39.68 per cent of Weeks' existing issued share capital.

THE CASH OFFER

The Cash Offer is being made on the following basis:

            for each Weeks Share                4.75 pence in cash

The Cash Offer values the issued share capital of Weeks at approximately £7.48
million and represents a premium of approximately 58 per cent over the closing
middle market price of Weeks Shares on 13 May 2003 (being the last dealing day
prior to this announcement).

WEEKS SHARE SCHEMES

The Cash Offer extends to all Weeks Shares issued or unconditionally allotted
while the Cash Offer remains open for acceptance (or such earlier date as Bureau
Veritas may, subject to the provisions of the Code, determine) as a result of
the exercise of share options granted under the Weeks Share Schemes or
otherwise.

A letter is being sent with the Offer Document to participants in Weeks Share
Schemes, setting out the proposals being made to those participants in respect
of their options or rights under the Weeks Share Schemes.

IRREVOCABLE UNDERTAKINGS

The directors of Weeks, members of their immediate families and associated
trusts have irrevocably undertaken to accept (or procure the acceptance of) the
Cash Offer in respect of their registered and beneficial shareholdings
amounting, in aggregate, to 6,943,862 Weeks Shares, representing approximately
4.41 per cent of the existing issued ordinary share capital of Weeks.  With the
exception of Weeks Shares held in the Share Incentive Plan on behalf of Phillip
Ronald Hill and Christopher Simon Gunn, (where the decision to accept the Cash
Offer is vested in the trustees of the Share Incentive Plan) the irrevocable
undertakings are also in respect of Weeks Shares that may be issued to, or
acquired by, the directors pursuant to the terms of the Weeks Share Schemes.

Bureau Veritas has also received from Dr Alan Weeks and his immediate family an
irrevocable undertaking to accept (or procure the acceptance of) the Cash Offer
in respect of their entire registered holding of 38,592,580 Weeks Shares,
representing approximately 24.52 per cent of the existing issued share capital
of Weeks. This irrevocable undertaking to accept the Cash Offer continues to be
binding even in the event of a competing offer for Weeks.

In addition, Bureau Veritas has received irrevocable undertakings to accept (or
procure the acceptance of) the Cash Offer from Avon Pension Fund SRI UK Equity
Portfolio and Jupiter Environmental Fund, who hold 6,410,000 Weeks Shares, and
10,500,000 Weeks Shares respectively, representing in aggregate, approximately
4.07 per cent and 6.67 per cent respectively of the existing share capital of
Weeks.

Accordingly, Bureau Veritas has received irrevocable undertakings to accept the
Cash Offer in respect of a total of 62,446,442 Weeks Shares, representing
approximately 39.68 per cent of the existing issued share capital of Weeks.

BACKGROUND TO AND REASONS FOR RECOMMENDING THE CASH OFFER 

Between 3 December 2002 (being the date of announcement of the interim results
for the six months to 30 September 2002) and 13 May 2003, (being the last
dealing day prior to this announcement), the average closing middle market price
of Weeks Shares has been 3.42 pence.  The Cash Offer affords the opportunity for
Weeks Shareholders to realise their entire shareholdings in the Company free of
dealing costs, for cash, at a price which represents a premium of approximately
39 per cent over the average closing middle market price of Weeks Shares during
this period.

The board believes that the price of Weeks Shares as at 13 May 2003 is at a
discount to its sector peers and that this is due to both the adverse sentiment
among institutional investors towards smaller companies and the fact that it is
a small company in a sector which is dominated by large players.

The board believes that the development of Weeks will be better served as part
of a larger global business which will allow Weeks to focus upon developing
niche services and specialities without the constraints that being a small
public company imposes.  By moving Weeks into the private sector the business
will also save on the regulatory costs that the directors believe are no longer
justified for a company of this size.

For these reasons the directors consider the Cash Offer to be fair and
reasonable and in the best interests of Weeks, its employees and shareholders as
a whole.

CURRENT TRADING AND DIVIDENDS

The following is an extract of the Weeks Group's update on current trading in
advance of its results for the year ended 31 March 2003 released on 2 April
2003:

'The Group announces that its profits for the period ended 31 March 2003 are
expected to be below current market expectations.  Whilst turnover for the year
is expected to be approximately 10 per cent ahead of that of last year, gross
margins have declined as a result of a hardening of the construction market and
the shortage of technical staff, which has led to the increased need for the use
of more expensive subcontracted staff.  In addition to the continued investment
in support systems across the business as described in the Group's interim
statement dated 3 December 2002, non-recurring costs have also been incurred in
the later part of the year in relation to a reorganisation of part of the
business which led to senior management redundancies.

The Group's working capital position continues to be satisfactory and the
current order book remains healthy.'

The board of the Weeks Group does not expect to declare a final dividend for the
year ended 31 March 2003 should the Cash Offer become unconditional in all
respects.

INFORMATION ON BUREAU VERITAS

Bureau Veritas is a French 'societe anonyme', incorporated under French law with
a capital of €16,904,520 and registered at the RCS Nanterre under the number B
775 690 621.

Bureau Veritas is a global leader specialising in quality, health, safety and
environmental management, with a network covering 140 countries.  It offers an
extensive range of technical services and solutions in the fields of
certification, conformity assessment, consulting and outsourcing.

In the UK, Bureau Veritas' main activities are engineering, inspection, systems
certification and health, safety and environmental consulting.

The latest financial year for which audited financial information is available
is the year ended 31 December 2001.  In the financial year ended 31 December
2001, Bureau Veritas reported €1,012 million in consolidated revenues and €99.5
million in operating profit.  Its shareholders equity group share amounted to
€242.6 million at the end of the financial year ended 31 December 2001.

DIRECTORS, MANAGEMENT AND EMPLOYEES

Bureau Veritas confirms that, in the event of the Cash Offer becoming or being
declared unconditional in all respects, the existing employment rights and terms
of appointment, including pension rights, of the employees and directors of the
Weeks Group will be fully respected.  As part of the integration of Weeks'
business within the Bureau Veritas Group, Bureau Veritas will be reviewing in
due course the strategic fit of each of Weeks' current areas of business within
the context of the Bureau Veritas Group.

Each of the directors has agreed to resign from the board of Weeks at an
appropriate point following the Cash Offer becoming or being declared
unconditional in all respects.  However, Phillip Ronald Hill and John
Christopher Slack will be remaining in their capacities as directors of Weeks'
subsidiaries.

FINANCING ARRANGEMENTS

The Cash Offer is to be financed by Bureau Veritas from its existing cash
resources and therefore no banking facilities are being required in connection
with the Cash Offer.  As such, the business of Weeks will have no effect on
Bureau Veritas' financing of the Cash Offer.

Lovells, the legal adviser to Bureau Veritas, is satisfied that the necessary
financial resources are available to Bureau Veritas for it to satisfy full
acceptance of the Cash Offer in full, including the proposals being made to
participants in Weeks Share Schemes.

COMPULSORY ACQUISITION, DELISTING AND CANCELLATION OF TRADING OF WEEKS SHARES

If Bureau Veritas receives acceptances under the Cash Offer in respect of and/
or, otherwise acquires 90 per cent or more of the Weeks Shares to which the Cash
Offer relates, Bureau Veritas intends to exercise its rights under the
provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire
compulsorily any outstanding Weeks Shares.

It is also intended that as soon as it is appropriate to do so and, following
the Cash Offer becoming or being declared wholly unconditional and subject to
any applicable requirements of AIM, Bureau Veritas will procure that Weeks
applies to AIM for the listing of the Weeks Shares on AIM to be cancelled.  It
is anticipated that such cancellation will take effect no earlier than twenty
business days after the Cash Offer becomes or is declared unconditional in all
respects.  Delisting would significantly reduce the liquidity and marketability
of any Weeks Shares in respect of which acceptances of the Cash Offer are not
submitted.

It is also proposed that Weeks will be re-registered as a private company in due
course

GENERAL

Neither Bureau Veritas, nor persons acting in concert with Bureau Veritas hold
any shares in Weeks or options or derivatives referenced thereto.

The Cash Offer extends, subject to the terms and conditions set out in Appendix
I, to all Weeks Shares not already owned (or contracted to be acquired) by
Bureau Veritas or its associates which are unconditionally allotted or issued on
the date of this announcement and to any further Weeks Shares unconditionally
allotted or issued while the Cash Offer remains open for acceptance (or such
earlier date as Bureau Veritas may, subject to the Code, decide).  This date may
not be earlier than the date on which the Cash Offer becomes or is declared
unconditional in all respects or, if later, the first closing date of the Cash
Offer.

Weeks Shares will be acquired by Bureau Veritas fully paid and free from all
liens, equities, charges, encumbrances, rights of pre-emption and other third
party rights and interests of any nature whatsoever and together with all of the
rights now and hereafter attaching thereto, including the right to receive and
retain in full all dividends and other distributions declared, made or paid
after the date of the announcement of the Cash Offer.

The Offer Document and the Form of Acceptance, setting out details of the Cash
Offer, are expected to be posted today.

The Cash Offer is made on the terms and is subject to the further conditions set
out in Appendix I to this announcement.

The definition of terms used in this announcement are contained in Appendix II
to this announcement.

Teather & Greenwood has given and not withdrawn its written consent to the issue
of this announcement with the inclusion in it of the references to its name in
the form and context in which it appears.

Lovells has given and not withdrawn its written consent to the issue of this
announcement with the inclusion of the references to its name in the form and
context in which it appears.

ENQUIRIES

Weeks
John Low                      01732 778 690
Phillip Hill                  01732 778 690

Teather & Greenwood
Jeff Keating                  020 7426 9000
David Galan                   020 7426 9000

Bell Pottinger Financial
Charlotte Lambkin             020 7861 3232
Emma Kent                     020 7861 3232

Lovells
John Cooper                   020 7296 2001

The Cash Offer is not being made, directly or indirectly in the United States,
Canada, Australia or Japan, and the Cash Offer will not be capable of acceptance
within the United States, Canada, Australia or Japan.

Teather & Greenwood, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Weeks and no one else in connection with the
Cash Offer and will not be responsible to anyone other than Weeks for providing
the protections afforded to the customers of Teather & Greenwood, nor for
providing advice in relation to the Cash Offer.

APPENDIX I : CONDITIONS AND FURTHER TERMS OF THE CASH OFFER

A: CONDITIONS OF THE CASH OFFER

The Cash Offer is subject to the following conditions:

a)                valid acceptances being received (and not, where permitted,
withdrawn) by 3.00 pm on 4 June 2003, (or such later time(s) and/or date(s) as
Bureau Veritas may, subject to the Code, decide) in respect of not less than 90
per cent in nominal value (or such lesser percentage as Bureau Veritas may
decide) of the Weeks Shares to which the Cash Offer relates provided that this
condition will not be satisfied unless Bureau Veritas shall have acquired or
agreed to acquire, whether pursuant to the Cash Offer or otherwise, Weeks Shares
carrying more than 50 per cent in aggregate of the votes then normally
exercisable at general meetings of Weeks, on such basis as may be required by
the Panel, including for this purpose, to the extent (if any) required by the
Panel, any votes attaching to (or which would, if issued, attach to) Weeks
Shares which are unconditionally allotted or issued before the Cash Offer
becomes or is declared unconditional as to acceptances whether pursuant to the
exercise of conversion or subscription rights or otherwise; and for this
purpose, the expression 'Weeks Shares to which the Cash Offer relates' shall be
construed in accordance with sections 428 to 430F of the Companies Act;

b)    no government or governmental, quasi-governmental,
supranational, statutory or regulatory body, court, trade agency, association,
institution or professional or environmental body or other person or body in any
jurisdiction having, prior to the date when the Cash Offer becomes otherwise
unconditional in all respects, decided to take, instituted, implemented or
threatened any action, suit, proceeding, investigation or enquiry, or enacted,
made or proposed any statute or regulation or order, or taken any other step
which would or might:

                                                    i.            make the Cash
Offer or its implementation or the acquisition or proposed acquisition of any or
all of Weeks Shares or of control of Weeks by Bureau Veritas void, illegal or
unenforceable under the laws of any jurisdiction or, directly or indirectly,
restrain, prohibit, delay or otherwise interfere in the implementation of, or
impose additional conditions or obligations with respect to, or otherwise
challenge the Cash Offer or the acquisition or proposed acquisition of Weeks by
Bureau Veritas or its implementation or any acquisition of shares in Weeks by
Bureau Veritas or any other member of the Bureau Veritas Group; or

                                                ii.            result, directly
or indirectly, in a delay in the ability of Bureau Veritas, or render Bureau
Veritas unable, to acquire some or all of the Weeks Shares; or

                                            iii.            require or prevent
the divestiture by any member of the Bureau Veritas Group or any partnership,
joint venture, firm or body corporate in which any member of the Bureau Veritas
Group may be interested (a 'Bureau Veritas Group Associate', the Bureau Veritas
Group Associates together with the Bureau Veritas Group being the 'wider Bureau
Veritas Group') or by any member of the Weeks Group or any partnership, joint
venture, firm or body corporate in which any member of the Weeks Group may be
interested (a 'Weeks Group Associate', the Weeks Group Associates together with
Weeks Group being the 'wider Weeks Group') of all or any part of their
respective businesses under the names in which they are generally carried on,
assets or properties or impose any limitation on the ability of any of them to
conduct their respective businesses or own their respective assets or
properties; or

                                                iv.            impose any
limitation on or result in a delay in the ability of any member of the Bureau
Veritas Group to acquire or to hold or effectively to exercise, directly or
indirectly, all or any rights of ownership of Weeks Shares or on the ability of
any member of the Weeks Group or of the Bureau Veritas Group to hold or
effectively to exercise all or any rights of ownership of shares in, or of any
interest in, any member of the Weeks Group; or

                                                    v.            require any
member of the Bureau Veritas Group or the Weeks Group to offer to acquire any
shares owned by any third party in the capital of any Weeks subsidiary or of any
body corporate in which any such member has an interest; or

                                                vi.            otherwise
materially and adversely affect the business, profits or prospects of any member
of the Bureau Veritas Group and/or of the Weeks Group,

      and all applicable waiting and other time periods during which any such
government, governmental, quasi-governmental, supranational or statutory or
regulatory body, court, trade agency, association or institution or professional
or environmental body or other person or body could decide to take, institute,
implement or threaten any such action, suit, proceedings, investigation or
enquiry having expired or been terminated;

c)                all necessary filings having been made, all appropriate
waiting periods (including any extension(s) thereof) under any applicable
legislation or regulation in any jurisdiction having expired, lapsed or been
terminated, in each case in respect of the Cash Offer and the acquisition or
proposed acquisition of any shares in, or control of, Weeks by Bureau Veritas;

d)                all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, certificates, permissions and approvals
necessary or appropriate for or in respect of the Cash Offer and the acquisition
or proposed acquisition of any shares in, or control of, Weeks by Bureau Veritas
having been obtained in terms and in a form satisfactory to Bureau Veritas from
all appropriate governments, governmental, quasi-governmental, supranational,
statutory and regulatory bodies, courts, trade agencies, associations,
institutions or professional or environmental bodies and from any other persons
or bodies in any jurisdiction with whom any member of the Weeks Group has
entered into contractual arrangements and such authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances,
certificates, permissions and approvals together with all authorisations,
orders, recognitions, grants, consents, licences, confirmations, clearances,
certificates, permissions and approvals necessary or appropriate to carry on the
business of each member of the Weeks Group remaining in full force and effect
and there being no intimation of any intention to revoke or not renew any of
them and all necessary statutory or regulatory obligations in connection with
the Cash Offer in any jurisdiction having been complied with;

e)                save as disclosed in the annual report and accounts of Weeks
for the year ended 31 March 2002, the interim report for the six months to 30
September 2002 ('Interims'), or as publicly announced by Weeks prior to the
announcement of the Cash Offer, or as disclosed to Bureau Veritas by or on
behalf of Weeks prior to 14 May 2003:

                                                    i.            no member of
the Weeks Group having declared, paid or made or proposed the declaration,
paying or making of, any dividend, bonus or other distribution other than
distributions by any wholly-owned subsidiaries within the Weeks Group;

                                                ii.            no member of the
Weeks Group having, save as between Weeks and wholly-owned subsidiaries of Weeks
or between wholly-owned subsidiaries of Weeks or upon exercise of rights to
convert into or subscribe for Weeks Shares pursuant to the exercise of options
under the Weeks Share Schemes issued, or authorised or proposed the issue or
grant 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 or redeemed, repaid or reduced any part of its share
capital;

                                            iii.            no member of the
Weeks Group having issued, or proposed the issue of, any debentures or incurred
or increased any indebtedness or contingent liability of an aggregate amount
which might materially or adversely affect any member of the Weeks Group;

                                                iv.            save for
intra-group transactions, no member of the Weeks Group having merged with any
body corporate or acquired or disposed (in either case otherwise than in the
ordinary course of trading) of any assets (including shares in subsidiaries,
associates and trade investments) or made any change in its share or loan
capital, or authorised or proposed or announced any intention to propose any
merger, de-merger, acquisition, disposal or change as aforesaid;

                                                    v.            no litigation
or arbitration proceedings, prosecution or other legal proceedings having been
instituted or threatened or remaining outstanding to which any member of the
Weeks Group is a party, which are material in the context of the Weeks Group
taken as a whole;

                                                vi.            no member of the
Weeks Group having entered into any contract, transaction, arrangement or
commitment (whether in respect of capital expenditure or otherwise) which is not
in the ordinary course of business or 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 Weeks Group taken as a whole;

                                            vii.            no member of the
Weeks Group having mortgaged, charged, encumbered or created any other security
interest over the whole or any part of the business, property or assets of any
such member;

                                        viii.            no member of the Weeks
Group having entered into or varied the terms of any service agreement with any
of the directors of Weeks, which is material in the context of the Weeks Group;

                                                ix.            no member of the
Weeks Group having taken any corporate action for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver or similar officer or had any such person appointed;

                                                    x.            no member of
the Weeks Group having proposed or entered into any agreement, arrangement or
commitment with respect to any of the transactions or events referred to in this
paragraph (e); and

                                                xi.            no member of the
Weeks Group having passed any resolution in general meeting to sanction,
approve, or implement any such issue, merger, de-merger, acquisition, disposal,
change, transaction, contract or commitment as is referred to in this paragraph
(e);

f)                except as disclosed to Bureau Veritas by or on behalf of Weeks
prior to 14 May 2003, there being no provision of any arrangement, agreement,
licence or other instrument to which any member of the Weeks Group or by or to
which any such member or any of its assets may be bound, entitled or subject,
which will, as a consequence of the making of the Cash Offer or the acquisition
or proposed acquisition by Bureau Veritas of the share capital of Weeks or any
part thereof or otherwise, result in:

                                                    i.            any monies
borrowed by, or other indebtedness of, or grant available to any such member
being or becoming repayable or being capable of being or becoming declared
repayable immediately or prior to their or its stated maturity or the ability of
any such member to incur any indebtedness being withdrawn or inhibited;

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

                                            iii.            any such
arrangement, agreement, licence or instrument being terminated or materially or
adversely modified or affected or any action being taken or any obligation
arising thereunder;

                                                iv.            any interest,
assets or property of any such member being or becoming liable to be disposed of
or charged otherwise than in the ordinary course of business;

                                                    v.            the interests
or business of any such member in or with any other venture, person, firm or
body, or any arrangements relating to such interests 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 currently
does so;

      and no event having occurred which, under any provision of any
arrangement, agreement, licence or other instrument to which any member of the
Weeks Group is a party, or to which any such member or any of its assets may be
bound, entitled or subject, would result in any of the events or circumstances
in each case which will or is reasonably likely to have a materially adverse
effect on the Weeks Group taken as a whole as are referred to in items (i) to
(vii) of this paragraph (f);

g)                Bureau Veritas not having discovered following the date of the
Offer Document:

                                                    i.            that any
financial or business information about the Weeks Group as contained in the
information disclosed publicly by or on behalf of any member of the Weeks Group
(or any such member's advisers) is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not materially misleading;

                                                ii.            that any member
of the Weeks Group is subject to any material liability, contingent or
otherwise, which is not disclosed in the audited consolidated financial
statements of Weeks for the financial year ended 31 March 2002 or in the interim
statement of Weeks for the six months ended 30 September 2002 or has otherwise
been disclosed to Bureau Veritas prior to 14 May 2003;

                                            iii.            that any past or
present member of the Weeks Group has not complied with all applicable
legislation or regulations in any jurisdiction or any contractual term or
arrangement with regard to the storage, disposal, spillage, leak or emission of
waste or hazardous substances which non-compliance would be likely to give rise
to any material liability (whether actual, prospective or contingent), which is
material in the context of the Weeks Group taken as a whole, on the part of any
member of the Weeks Group;

                                                iv.            that:


  i.       there has been a disposal, spillage or leak of waste or hazardous
substances on; or


ii.       there has been an emission of waste or hazardous substances from,

      any property now or previously owned, occupied or made use of by any past
or present member of the Weeks Group which would be likely to give rise to any
material liability (whether actual, prospective or contingent) on the part of
any member of the Weeks Group material in the context of the Weeks Group taken
as a whole;

v.    that there is any liability (whether actual, prospective or contingent),
which is material in the context of the Weeks Group taken as a whole, 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 Weeks Group under
any statute, regulation, order or decision of any government or governmental,
quasi-'governmental, state or local government, supranational, statutory or
regulatory body, court, trade agency, professional association, institution or
environmental body or any other person or body in any jurisdiction; or

vi.            that circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product or process
of manufacture or material used therein now or previously manufactured, sold or
carried out by any past or present member of the Weeks Group which claim or
claims would be likely materially and adversely to affect the Weeks Group taken
as a whole.

Bureau Veritas reserves the right to waive all or any of the above conditions
(c) to (g) inclusive, in whole or in part.  If Bureau Veritas is required by the
Panel to make an offer or offers for Weeks Shares under the provisions of Rule 9
of the Code, Bureau Veritas may make such alterations to the conditions,
including that in paragraph (a), as may be necessary to comply with the
provisions of the Rule.



APPENDIX II

DEFINITIONS

The following definitions apply throughout this announcement, unless the context
otherwise requires:

'AIM'                                                the Alternative Investment Market of the London
                                                     Stock Exchange;

'Bureau Veritas'                                     Bureau Veritas SA;

'Bureau Veritas Group'                               Bureau Veritas and its subsidiaries and associated
                                                     undertakings;

'Business Day'                                       a day, not being a Saturday or Sunday, on which
                                                     banks in the City of London are typically open for
                                                     business;

'Cash Offer'                                         the recommended offer being made by Bureau Veritas
                                                     to acquire all the Weeks Shares on the terms and
                                                     subject to the conditions set out in the Offer
                                                     Document and the accompanying Form of Acceptance;

'Companies Act'                                      the Companies Act 1985 (as amended);

'Code'                                               City Code on Takeovers and Mergers;

'CREST'                                              the relevant system (as defined in the Regulations)
                                                     in respect of which CRESTCo is the operator (as
                                                     defined in the Regulations);

'CRESTCo'                                            CRESTCo Limited;

'Form of Acceptance'                                 the form of acceptance and authority relating to the
                                                     Cash Offer accompanying the Offer Document;

'London Stock Exchange'                              the London Stock Exchange plc;

'Offer Document'                                     the document posted to Weeks Shareholders containing
                                                     the formal terms and conditions of the Cash Offer
                                                     and details of the Cash Offer;

'Panel'                                              the Panel on Takeovers and Mergers;

'Receiving Agent'                                    Capita IRG Plc;

'Regulations'                                        the Uncertified Securities Regulations 2001, SI 2001
                                                     /3755;

'Share Incentive Plan'                               the Weeks Group PLC Share Incentive Plan;

'Teather & Greenwood'                                Teather & Greenwood Limited;

'Weeks' or the 'Company'                             The Weeks Group PLC;

'Weeks Group'                                        Weeks and its subsidiary and associated
                                                     undertakings;

'Weeks Shares'                                       the ordinary shares of 0.5 pence each in the capital
                                                     of Weeks in issue;

'Weeks Shareholders'                                 the holders of Weeks Shares;

'Weeks Share Schemes'                                each of the Weeks Group Limited Share Option Scheme
                                                     (1994), the Weeks Group PLC Enterprise Management
                                                     Incentive Arrangements and the Weeks Group PLC Share
                                                     Investment Plan;

'UK Listing Authority'                               the Financial Services Authority in its capacity as
                                                     the competent authority for the purposes of Part IV
                                                     of the Financial Services and Markets Act 2000.






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