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Ennstone PLC (ENN)

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Thursday 29 July, 2004

Ennstone PLC

Offer for Johnston Group Plc

Ennstone PLC
29 July 2004


29 July 2004

This announcement is not for release, publication or distribution in or into or
          from the United States, Canada, Australia or Japan

           OFFER (THE "OFFER") FOR JOHNSTON GROUP PLC ("JOHNSTON")
                       BY ALTIUM CAPITAL LIMITED
                ON BEHALF OF ENNSTONE PLC ("ENNSTONE")
SUMMARY

•   The Offer will be made on the basis of 35 New Ennstone Shares and 560p in
    cash for every 4 Johnston Shares which equates to 446.25p per Johnston Share
    (the "Offer Price") based on the Ennstone Closing Price of 35p. The Offer
    Price values the existing issued share capital of Johnston at approximately
    £48.3 million.

•   The Offer Price represents a premium of 87.9 per cent. to the Johnston
    Closing Price of 237.5p per Johnston Share.

•   A mix and match election and Loan Note Alternative will be made available.

•   The board of Ennstone considers the acquisition to be directly in line with
    its strategy of growing the business through strategic and bolt-on
    acquisitions and strengthening the Group's market position and asset base.
    Johnston's principal quarrying assets include two significant dry stone
    quarries and two large volume coated stone plants to the North West and
    South West of Birmingham.

•   The Acquisition gives Ennstone a significant downstream product market share
    in the West Midlands region and together with the Group's development
    strategy for asphalt and concrete plants in the East Midlands will expand
    the Group's position significantly in Central England.

•   Upon completion of the Offer, Ennstone intends to review the strategy of the
    Johnston Group and in particular intends to conduct a review of the Johnston
    engineering business in order to maximise shareholder value.

•   As at the date of this announcement, Ennstone owns or has received
    irrevocable undertakings to accept the Offer in respect of 5,512,945
    Johnston Shares (representing approximately 50.9 per cent. of Johnston's
    issued ordinary share capital).

•   In view of the size of the Acquisition, the Offer is conditional, inter
    alia, on the approval of the Acquisition by Ennstone Shareholders. The
    Ennstone Directors will recommend to Ennstone Shareholders that they should
    vote in favour of the resolution to be proposed at the Extraordinary General
    Meeting to approve the Acquisition and related matters.

•   The Offer is conditional, inter alia, on valid acceptances being received
    relating to Johnston Shares carrying, in aggregate, more than 50 per cent.
    of the voting rights normally exercisable at general meetings of Johnston.

•   The Offer Document and Form of Acceptance will be sent to Johnston
    Shareholders in due course.

Vaughan McLeod, Chairman of Ennstone, commented:

"This is an excellent opportunity for Ennstone. Johnston operates a well
established, high quality aggregates and asphalt business in line with our
principal strategic objective of boosting our presence in the key Midlands
region.

Additionally, with the synergy benefits and cost savings already identified,
including the opportunity to maximise value from the engineering businesses of
Johnston, the board believes that the proposed acquisition will provide Ennstone
with an excellent opportunity to grow the business further in 2005."
The above summary must be read in conjunction with the full text of the
following announcement.

For further information, please contact:

Ennstone
Vaughan McLeod/Phil Cox                                            01332 694 444

Altium Capital
PhilAdams/Paul Lines                                               0161 831 9133

College Hill
Mark Garraway/Matthew Gregorowski                                  020 7457 2020

WestLB (Advisers to the Johnston Family Shareholders)
Nick Wells/Frank Malone                                            020 7020 5200

Altium Capital, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Ennstone as financial
adviser (within the meaning of the Rules of the Financial Services Authority)
and no one else in connection with the Offer and is not advising any other
person or treating any other person as its client in relation thereto and will
not be responsible to anyone other than Ennstone for providing the protections
afforded to clients of Altium Capital or for providing advice in relation to the
Offer, the contents of this announcement or any other matters referred to
herein.

WestLB, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for the Johnston Family Shareholders and no one else in
connection with the Offer and will not be responsible to anyone other than the
Johnston Family Shareholders for providing the protections afforded to its
customers or for providing advice in relation to the Offer, the contents of this
announcement or any transaction or arrangement referred to herein.

This announcement is not intended and does not constitute or form any part of an
offer or an invitation to purchase any securities.

29 July 2004

This announcement is not for release, publication or distribution in or into the
                   United States, Canada, Australia or Japan

                        OFFER FOR JOHNSTON GROUP PLC
                          BY ALTIUM CAPITAL LIMITED
                          ON BEHALF OF ENNSTONE PLC

1.  INTRODUCTION

The board of Ennstone today announces the terms of an offer to be made on behalf
of Ennstone by Altium Capital for the whole of the issued and to be issued share
capital of Johnston. The Offer values the existing issued ordinary share capital
of Johnston at approximately £48.3 million and each Johnston Share at 446.25p,
representing a premium of approximately 87.9 per cent. to the Johnston Closing
Price of 237.5p per Johnston Share at the close of business on 28 July 2004 (the
last dealing day prior to the date of this announcement).

The Offer is conditional, inter alia, on valid acceptances being received
relating to Johnston Shares carrying, in aggregate, more than 50 per cent. of
the voting rights normally exercisable at general meetings of Johnston. Due to
its size, under the Listing Rules the Acquisition will be conditional on, inter
alia, the approval of Ennstone Shareholders at the Extraordinary General
Meeting.

The principal activities of the Ennstone Group are quarrying, the production and
sale of aggregates, building materials and other related activities in the UK
and the US. Since 1996, when the current executive directors were appointed, the
board has made a series of successful bolt-on and strategic acquisitions.

Further information on Ennstone will be set out in the Offer Document and the
Listing Particulars.

As at 28 July 2004, the last dealing day prior to the date of this announcement,
Ennstone was the registered holder and beneficial owner of 88,798 Johnston
Shares, representing approximately 0.8 per cent. of the issued share capital of
Johnston. The Johnston Family Shareholders who hold 5,424,147 Johnston Shares in
aggregate, representing approximately 50.1 per cent. of the existing issued
share capital of Johnston, have given irrevocable undertakings. Once acceptances
are received in accordance with such irrevocable undertakings to accept the
Offer, Ennstone would then own or have rights over 5,512,945 Johnston Shares, in
aggregate, representing approximately 50.9 per cent. of the issued share capital
of Johnston. Further details of these undertakings are set out in paragraph 6 of
this announcement.

Further details of the irrevocable undertakings and of the persons giving them
will be set out in the Offer Document.

2.  THE OFFER

On behalf of Ennstone, Altium Capital will offer to acquire, on the terms and
subject to the conditions set out below and in Appendix I to this announcement
and subject to the further terms to be set out in the Offer Document and in the
Form of Acceptance, all of the Johnston Shares (other than the Johnston Shares
already owned by Ennstone) on the following basis:

   for every 4 Johnston Shares    35 New Ennstone Shares and 560p in cash

No offer is being made for the Johnston Preference Shares.

The Johnston Shares to be acquired pursuant to the Offer are to be acquired
fully paid and free from all liens, equities, charges and encumbrances and other
third party rights or interests of any nature whatsoever and together with all
rights now or hereafter attaching thereto, including the right to receive and
retain all dividends and other distributions (if any) declared, made or paid
hereafter.

The Offer will extend to any Johnston Shares which are unconditionally allotted
or issued prior to the date on which the Offer closes (or such earlier date, not
being earlier than the date on which the Offer becomes or is declared
unconditional as to acceptances, as Ennstone may, subject to the City Code,
determine) as a result of the exercise of options under the Johnston Share
Option Scheme while the Offer remains open for acceptance.

Full acceptance of the Offer by Johnston Shareholders (excluding Ennstone) would
involve the issue of up to 93,977,380 New Ennstone Shares, representing
approximately 34.3 per cent. of the issued ordinary share capital of Ennstone as
enlarged by the issue of the New Ennstone Shares.

A mix and match election will be made available under which Johnston
Shareholders will be able to elect, subject to availability, to vary the
proportions in which they receive New Ennstone Shares and cash in respect of
their holdings in Johnston.

Application will be made to the UK Listing Authority and to the London Stock
Exchange for the admission of the New Ennstone Shares to respectively (i)
listing on the Official List and (ii) trading on the London Stock Exchange's
market for listed securities.

The New Ennstone Shares will be issued credited as fully paid and free from all
liens, charges, encumbrances and other interests and will rank pari passu in all
respects with the existing issued Ennstone Shares.

The Offer will be conditional upon, inter alia, Admission and approval of the
Acquisition by Ennstone Shareholders.

3.  THE MIX AND MATCH ELECTION

Johnston Shareholders will be able to elect under the terms of the Offer,
subject to availability, to vary the proportions in which they receive New
Ennstone Shares and cash consideration in respect of their holdings of Johnston
Shares. However, the maximum number of New Ennstone Shares to be issued and the
maximum amount of cash consideration to be paid under the Offer will not be
varied as a result of Mix and Match Elections. Accordingly, the satisfaction of
Mix and Match Elections will be dependent upon the extent to which other
Johnston Shareholders make offsetting elections. To the extent that elections
cannot be satisfied in full, they will be scaled down on a pro rata basis.

As a result, Johnston Shareholders who make Mix and Match Elections will not
necessarily know the exact number of New Ennstone Shares or the amount of cash
they will receive until settlement of the consideration under the Offer.

The Mix and Match Election will not affect the entitlements of those Johnston
Shareholders who do not make Mix and Match Elections.

4.  GUARANTEED LOAN NOTE ALTERNATIVE

Johnston Shareholders who validly accept the Offer (other than certain Overseas
Shareholders) will be able to elect to receive Loan Notes in exchange for their
Johnston Shares instead of part or all of the cash consideration to which they
would otherwise be entitled (including any cash entitlements under the Mix and
Match Election) on the following basis:

for each £1 of cash consideration under the Offer    £1 nominal of Loan Notes

The Loan Notes will be issued, credited as fully paid, in amounts and integral
multiples of £1 nominal and any fractional entitlements will be disregarded. The
Loan Notes will be unsecured and will bear interest, payable in arrears up to
but excluding the date of payment (less any applicable tax) in half-yearly
instalments, at a rate of LIBOR minus one per cent. No application will be made
for the Loan Notes to be listed on any stock exchange. The Loan Notes will be
unsecured but will be guaranteed as to principal only by Barclays Bank PLC.

The holders of Loan Notes will have the option to redeem at par all or any part
(being £100 in nominal amount, or any integral multiple thereof, or such lesser
amount as represents a holder's entire holding of Loan Notes) of their Loan
Notes at six-monthly intervals.

The Loan Note Alternative will be conditional on the Offer becoming or being
declared unconditional in all respects.

Further details of the Loan Note Alternative will be set out in the Offer
Document.

5.  REASONS FOR THE OFFER

The board of Ennstone believes that Johnston Shareholders should accept the
Offer for the following reasons:

(i)   The Offer allows Johnston Shareholders to realize 140p in cash per
      Johnston Share (without incurring dealing charges) immediately. This is
      equivalent to 58.9% of the Johnston Closing Price of 237.5p and Johnston
      Shareholders will also retain an interest in the Enlarged Group by virtue
      of receiving New Ennstone Shares;

(ii)  The Offer (in Ennstone Shares and cash) values the entire issued ordinary
      share capital of Johnston at approximately £48.3 million compared to its
      current market capitalisation of £25.7 million; and

(iii) Combining the two businesses should create significant synergy benefits
      and cost savings.

In addition, the board of Ennstone believes that the Acquisition will bring a
number of benefits to the Enlarged Group:

•     The board of Ennstone considers the Acquisition to be directly in line
      with its strategy of growing the business through strategic and bolt-on
      acquisitions and strengthening the Group's market position and asset base.
      Johnston's principal quarrying assets include two significant dry stone
      quarries and two large volume coated stone plants to the North West and
      South West of Birmingham; and

•     The Acquisition gives Ennstone a significant downstream product market
      share in the West Midlands region and, together with the Group's
      development strategy for asphalt and concrete plants in the East Midlands,
      will expand the Group's position significantly in Central England.

Upon completion of the Offer, Ennstone intends to review the strategy of the
Johnston Group and in particular intends to conduct a review of the Johnston
engineering business in order to maximise shareholder value.

In addition, following the Offer becoming or being declared unconditional in
all respects, the Ennstone Directors plan to appoint Michael Johnston and
Philippa Marriott (who are currently directors of Johnston) to the board of
Ennstone.

6.  IRREVOCABLE UNDERTAKINGS TO ACCEPT THE OFFER

Irrevocable undertakings to accept the Offer have been received from members of
the Johnston family and certain related trusts in respect of, in aggregate,
5,424,147 Johnston Shares (representing approximately 50.1 per cent. of the
existing share capital of Johnston).

The above undertakings will cease to be binding in the event that a competing
offer for Johnston, the making of which is not subject to any pre-conditions,
is announced which is recommended by the Johnston board and which, in the
opinion of Altium Capital and West LB, values a Johnston Share at more than 10
per cent. higher than the value attributed to a Johnston Share pursuant to the
Offer (by reference to the Closing Price of an Ennstone Share on the dealing
day immediately preceding this announcement).

Ennstone currently owns 88,798 Johnston Shares. Accordingly, as at the date of
this announcement, Ennstone owns or has received irrevocable undertakings to
accept the Offer in respect of 5,512,945 Johnston Shares (representing
approximately 50.9 per cent. of Johnston's issued ordinary share capital).

Further details of the irrevocable undertakings and of the persons giving them
will be provided in the Offer Document.

7.  FINANCIAL EFFECTS OF ACCEPTANCE

The following table is for illustrative purposes only and, on the bases and
assumptions stated below, illustrates the financial effect on capital value and
gross income for a holder of four Johnston Shares accepting the Offer if the
Offer becomes or is declared unconditional in all respects (and assuming no
election for the Mix and Match Facility or the Loan Note Alternative):

                                                 Notes                       (p)
Capital Value
Cash consideration for 4 Johnston Shares                                     560
Market value of 35 Ennstone Shares                 (i)                     1,225
Total value of Offer                                                       1,785
Less: Market value of 4 Johnston Shares           (ii)                     (950)
Increase in capital value                                                    835
Representing an increase of                                                87.9%


Gross income
Gross income from re-investment of 
cash consideration                               (iii)                     29.01
Gross dividend income from 35 Ennstone Shares     (iv)                     39.55
Less: Gross dividend income from 4 Johnston Shares (v)                   (33.00)
Increase in gross income                                                   35.56

Notes:

(i)            The market value of 35 Ennstone Shares is based on the Ennstone
               Closing Price of 35p.

(ii)           The market value of 4 Johnston Shares is based on the Johnston
               Closing Price of 237.5p.

(iii)          The cash consideration is assumed to be re-invested so as to
               yield interest at a rate of 5.18 per cent. per annum, being the
               gross redemption yield for the FTSE Actuaries 5-year Gilts Index
               as published in the Financial Times on 28 July 2004 (the latest
               practicable date prior to this announcement).

(iv)           Based on the total dividend payment of 1.13 pence for the year
               ended 31 December 2003 for each Ennstone Share.

(v)            Based on the total dividend payment of 8.25 pence for each
               Johnston Share for the year ended 31 December 2003.

(vi)           No account has been taken of any liability to taxation.

8.  INFORMATION ON JOHNSTON

Construction Materials

This division manufactures concrete building products and glass-reinforced pipes
and also operates coated and dry stone quarries. The Construction Materials
division reported turnover of £37.6 million for the year ended 31 December 2003
(2002: £35.4 million) and reported an operating profit of £5.9 million (2002:
£5.9 million) before apportionment of central costs.

Engineering

The engineering division supplies vehicles and equipment for outdoor surface
cleaning and also manufactures refuse vehicles and road suction sweepers
together with fire fighting and rescue vehicles and airport support equipment.
The Engineering division reported turnover of £113.1 million for the year ended
31 December 2003 (2002: £109.2 million) and reported a loss of £4.4 million
after an impairment charge of £2.5 million (2002: £0.1 million loss) and before
apportionment of central costs.

The Johnston Group reported turnover of £150.8 million for the year ended 31
December 2003 (2002: £144.5 million) and profit before taxation, before an
impairment charge of £2.5 million against the assets of the Engineering
division, was £2.6 million (2002: £5.2 million). As at 31 December 2003, the
Johnston Group had reported net debt of £10.8 million. At Johnston's annual
general meeting held on 27 May 2004, the Chairman of Johnston reported that
trading conditions for the first four months of the year had been tough and that
an operational review of the Johnston Group's activities was taking place.
Furthermore, the Johnston board updated Johnston Shareholders on 22 July 2004
that market conditions had not improved.

Further information on Johnston will be set out in the Offer Document and the
Listing Particulars.

9.  INFORMATION ON ENNSTONE

The principal activities of the Ennstone Group are quarrying, the production and
sale of aggregates, building materials and other related activities in the UK
and the US. Since 1996, when the current executive directors were appointed, the
board has made a series of successful bolt-on and strategic acquisitions.

In the year to 31 December 2003, Ennstone reported a profit on ordinary
activities before taxation of £5.6 million (2002: £5.0 million) on turnover of
£87.8 million (2002: £77.0 million). As at 31 December 2003, the Ennstone Group
had net assets of £76.5 million. A final dividend for the year ended 31 December
2003 of 0.78p per share (2002: 0.71p) has been paid, making a total dividend for
the year of 1.13p per share (2002: 1.03p), a 9.7 per cent. increase for the year
and the fifth successive year of increase.

Further information on Ennstone will be set out in the Offer Document and the
Listing Particulars.

10.  JOHNSTON MANAGEMENT AND EMPLOYEES

The existing employment rights, including pension rights, of all management and
employees of the Johnston Group will be fully safeguarded.

11.  JOHNSTON SHARE OPTION SCHEME

The Offer extends to Johnston Shares which are unconditionally allotted or
issued fully paid (or credited as fully paid) including as a result of the
exercise of options outstanding under the Johnston Share Option Scheme while the
Offer remains open for acceptance (or such earlier date as Ennstone may, subject
to the Code, determine, not (without the consent of the Panel) being earlier
than the date on which the Offer becomes unconditional as to acceptances or, if
later, the first closing date of the Offer). To the extent that such options are
not exercised, Ennstone will make appropriate proposals to participants in the
Johnston Share Option Scheme once the Offer becomes or is declared unconditional
in all respects.

12.  ENNSTONE SHAREHOLDER APPROVAL

Due to its size, the Offer will, as required under the Listing Rules, be
conditional on, inter alia, the approval of Ennstone Shareholders at the
Extraordinary General Meeting. Ennstone has received irrevocable undertakings
from the Ennstone Directors in respect of, in aggregate, 6,504,638 Ennstone
Shares in which they are interested (amounting to approximately 3.6 per cent. of
the existing issued share capital of Ennstone) to vote in favour of such
resolutions.

13.  COMPULSORY ACQUISITION, DE-LISTING AND DEALINGS

If Ennstone receives acceptances under the Offer in respect of 90 per cent. or
more of the Johnston Shares to which the Offer relates (which, for the avoidance
of doubt, does not include the Johnston Shares owned by Ennstone), Ennstone will
exercise its right pursuant to the provisions of Sections 428 to 430F of the Act
to acquire compulsorily the remaining Johnston Shares.

Johnston Shareholders are hereby given notice that, upon the Offer becoming or
being declared unconditional in all respects, Ennstone intends to apply for
cancellation, respectively, of the trading in Johnston Shares on the London
Stock Exchange's market for listed securities and the listing of Johnston Shares
on the Official List. It is anticipated that such cancellations will become
effective not less than 20 business days following the Offer becoming or being
declared unconditional in all respects. Such cancellation would significantly
reduce the liquidity and marketability of any Johnston Shares in respect of
which acceptances of the Offer are not submitted. Ennstone intends to
re-register Johnston as a private company as soon as it is appropriate to do so
under the relevant provisions of the Act.

Application will be made to the UK Listing Authority and to the London Stock
Exchange for the admission of the New Ennstone Shares to respectively (i)
listing on the Official List and (ii) trading on the London Stock Exchange's
markets for listed securities. It is expected that Admission will become
effective and that dealings for normal settlement in the New Ennstone Shares
will commence on the first business day following the day on which the Offer
becomes or is declared unconditional in all respects (save for the condition
relating to Admission).

It is likely that some New Ennstone Shares will be issued after the expected
Admission date referred to above to Johnston Shareholders who have not validly
accepted the Offer before that date and, accordingly, Admission of such New
Ennstone Shares may become effective and dealings in them may commence on one or
more subsequent dates.

In relation to New Ennstone Shares issued in certificated form, temporary
documents of title will not be issued pending the despatch by post of definitive
certificates for such New Ennstone Shares in accordance with the terms of the
Offer.

Further details on settlement, listing and dealings will be included in the
formal documents to be sent to Johnston Shareholders and Ennstone Shareholders
in due course.

14.  INTERESTS IN JOHNSTON SHARES

The interests of Ennstone and persons deemed to be acting in concert with
Ennstone for the purposes of the Offer in the share capital of Johnston (as at
the latest practicable date before this announcement) are set out below:
Ennstone plc: 88,798 Johnston Shares.

15.  FURTHER DETAILS OF THE OFFER

The Offer will be made on the terms and will be subject to the conditions which
are set out or referred to in Appendix I hereto and, in addition, those terms
which will be set out in the Offer Document and the Form of Acceptance in
respect thereof and such further terms as may be required to comply with the
rules and regulations of the London Stock Exchange, the UK Listing Authority and
the provisions of the City Code.

The Johnston Shares that are the subject of the Offer will be acquired by
Ennstone fully paid and free from all liens, charges, encumbrances, rights of
pre-emption and any other third party rights of any nature whatsoever and
together with all rights attaching to them, including the right to receive all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement.

The New Ennstone Shares will be issued credited as fully paid and free from all
liens, charges, encumbrances, rights of pre-emption and other third party rights
or interests of any nature whatsoever and will rank pari passu in all respects
with the Existing Ennstone Shares.

Fractions of New Ennstone Shares will not be allotted or issued to persons
accepting the Offer and such entitlements to New Ennstone Shares under the Offer
will be rounded down to the nearest whole number of New Ennstone Shares.
Fractional entitlements to New Ennstone Shares will be aggregated and sold in
the market with the proceeds retained for the benefit of the Enlarged Group.

The Offer will be conditional, inter alia, on (i) the passing of a resolution by
Ennstone Shareholders to authorise implementation of the Offer and (ii)
Admission in accordance with the Listing Rules.

Ennstone has agreed not to waive or amend (save to the extent required by the
Panel) condition (b) set out in Part 1 of Appendix I to this announcement.

16.  GENERAL

The formal offer document, setting out full details of the Offer, together with
the Listing Particulars and the Form of Acceptance, will be posted to Johnston
Shareholders as soon as practicable and in any event, save with the consent of
the Panel, within 28 days of the date of this announcement. The Listing
Particulars containing a notice convening the Extraordinary General Meeting to
approve, inter alia, the terms of the Offer, together with the Offer Document
(for information only), will be despatched at the same time to Ennstone
Shareholders, and to Ennstone optionholders for information only.

The Offer will not be made, directly or indirectly, in or into, by use of mails
or any means of instrumentality (including, without limitation, facsimile
transmissions, telex, telephone or e-mail) of interstate or foreign commerce of,
or any facilities of a securities exchange of, the United States nor is it being
made in or into Canada, Australia or Japan and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from or
within the United States, Canada, Australia or Japan. Accordingly, copies of
this press 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 the press announcement (including custodians,
nominees and trustees) must not distribute or send it in, into or from the
United States, Canada, Australia or Japan.

This announcement does not constitute an offer of securities for sale in the
Unites States and the New Ennstone Shares and the Loan Notes to be issued
pursuant to the Loan Note Alternative have not been, and will not be, registered
under the US Securities Act of 1933 (as amended) or under any relevant
securities laws of any states or other jurisdiction of the United States of
America, nor have the relevant clearances been, nor will they be, obtained from
the securities commission or similar authority of any province or territory of
Canada, and no prospectus has been or will be filed, or registration made, under
any securities law of any province or territory of Canada, nor has a prospectus
in relation to the New Ennstone Shares or the Loan Notes been, nor will one be,
lodged with or registered by the Australian Securities and Investments
Commission nor have any steps been taken, nor will any steps be taken, to enable
the New Ennstone Shares or the Loan Notes to be offered in compliance with
applicable securities laws of Japan. Accordingly, unless an exception under such
Act or securities laws is available, the New Ennstone Shares and the Loan Note
Alternative are not being made available in and none of the New Ennstone Shares
or Loan Notes may be offered, sold, resold, delivered or transferred directly or
indirectly, in, into or from the United States of America, Canada, Australia or
Japan, or any other jurisdiction in which an offer of New Ennstone Shares or
Loan Notes would constitute a violation of relevant laws or require registration
thereof, or to or for the account or benefit of any US Person or resident of
Canada, Australia or Japan.

This announcement is not intended to and does not constitute, or form part of,
an offer or an invitation to purchase any securities.

Appendix II hereto contains the definitions of terms used in this
announcement.

29 July 2004

Press Enquiries:

For further information, please contact:

Ennstone plc
Vaughan McLeod/Phil Cox                                            01332 694 444

Altium Capital
Phil Adams/Paul Lines                                              0161 831 9133

College Hill
Mark Garraway/Matthew Gregorowski                                  020 7457 2020

WestLB (Advisers to the Johnston Family Shareholders)
Nick Wells/Frank Malone                                            020 7020 5200

Altium Capital, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Ennstone as financial
adviser (within the meaning of the Rules of the Financial Services Authority)
and no one else in connection with the Offer and is not advising any other
person or treating any other person as its client in relation thereto and will
not be responsible to anyone other than Ennstone for providing the protections
afforded to clients of Altium Capital or for providing advice in relation to the
Offer, the contents of this announcement or any other matters referred to
herein.

WestLB, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for the Johnston Family Shareholders and no one else in
connection with the Offer and will not be responsible to anyone other than the
Johnston Family Shareholders for providing the protections afforded to its
customers or for providing advice in relation to the Offer, the contents of this
announcement or any transaction or arrangement referred to herein.

                                  APPENDIX I

1. Conditions and certain terms of the Offer

The Offer will comply with the applicable rules and regulations of the Financial
Services Authority and the London Stock Exchange and the provisions of the Code
and the Listing Rules, will be governed by English law and will be subject to
the jurisdiction of the English courts. The Offer will be subject to the terms
and conditions to be set out in the Offer Document and accompanying Form of
Acceptance and will be subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by no
later than 3.00 p.m. (London time) on the First Closing Date (or such later time
(s) and/or date(s) as Ennstone may, subject to the rules of the Code, decide) in
respect of such number of Johnston Shares to which the Offer relates which,
taken together with Johnston Shares acquired or agreed to be acquired, whether
pursuant to the Offer or otherwise, results in Ennstone and/or its wholly-owned
subsidiaries holding Johnston Shares carrying, in aggregate, more than 50 per
cent. of the voting rights normally exercisable at general meetings of Johnston,
including for this purpose (to the extent, if any, required by the Panel) any
such voting rights attaching to any Johnston Shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) before the Offer
becomes or is declared unconditional as to acceptances, whether pursuant to the
exercise of any subscription rights, conversion rights or otherwise. For the
purposes of this condition:

(i) the expression "Johnston Shares to which the Offer relates" shall be
construed in accordance with sections 428-430F (inclusive) of the Act; and

(ii) Johnston Shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights which they will carry on issue;

(b) the passing at an extraordinary general meeting of Ennstone (or at any
adjournment thereof) of all such resolutions as may be necessary to approve,
implement and effect the Offer and the Acquisition;

(c) admission of the New Ennstone Shares (i) to listing on the Official List
becoming effective in accordance with the Listing Rules of the UK Listing
Authority and (ii) to trading on the London Stock Exchange's market for listed
securities becoming effective in accordance with paragraph 2.1 of the Admission
and Disclosure Standards made by the London Stock Exchange from time to time, or
(if Ennstone so determines and subject to the consent of the Panel) the UK
Listing Authority and the London Stock Exchange agreeing to admit such New
Ennstone Shares to listing and trading, respectively, subject to allotment of
such New Ennstone Shares and/or the Offer becoming or being declared
unconditional in all respects;

(d) without limitation to condition (f) below, insofar as the merger provisions
of the Enterprise Act 2002 may be applicable, the Office of Fair Trading
indicating, in terms satisfactory to Ennstone, that it does not intend to refer
the proposed acquisition of Johnston by Ennstone, or any matters arising
therefrom, to the Competition Commission, or the statutory period for such
referral expiring without such reference having been made, or the Office of Fair
Trading accepting undertakings from Ennstone in terms satisfactory to Ennstone,
in relation to the proposed acquisition of Johnston by Ennstone, or any matter
arising therefrom instead of referring it to the Competition Commission;

(e) save as disclosed in the annual report and accounts of Johnston for the
twelve months ended 31 December 2003, or as publicly announced by Johnston by
the delivery of an announcement to a Regulatory Information Service prior to the
date of this announcement (such public announcements, disclosures or information
being referred to in these terms and conditions as being "revealed"), there
being no provision of any agreement, authorisation, arrangement, franchise,
consent, licence, permit or other instrument to which any member of the Wider
Johnston Group is a party or by or to which any such member or any of its assets
may be bound, entitled or subject, which as a result of the Offer or the
proposed acquisition by Ennstone of any shares in, or control of, Johnston or
otherwise, is likely to result (in any case to an extent which is material in
the context of the Wider Johnston Group taken as a whole) in:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of
or any grant available to, any such member being or becoming repayable or
capable of being declared repayable immediately or earlier than its stated
maturity date, or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn, prohibited or inhibited or becoming capable of
being withdrawn, prohibited or inhibited;

(ii) any such agreement, authorisation, arrangement, franchise, consent,
licence, permit or instrument or the rights, liabilities, obligations or
interests of any such member thereunder being or becoming capable of being
terminated or adversely modified or affected or any onerous obligation arising
or any adverse action being taken or arising or any obligation or liability
arising thereunder;

(iii) the rights, liabilities, obligations, interests or business of any such
member in or with any other person, firm, company or body (or any arrangements
relating to such rights, liabilities, obligations, interests or business) being
terminated, modified or adversely affected;

(iv) any assets or interests of any such member being or falling to be disposed
of or charged or ceasing to be available to any such member or any right arising
under which any such asset or interest could be required to be disposed of or
charged or could cease to be available to any such member otherwise than in the
ordinary course of business;

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

(vi) the value of any member of the Wider Johnston Group or its financial or
trading position, profits and prospects being prejudiced or adversely affected;

(vii) the creation of any liabilities (actual or contingent) by any member of
the Wider Johnston Group;

(viii) any such member ceasing to be able to carry on business under any name
under which it presently does so or, any person presently not able to carry on
business under any name under which any member of the Wider Johnston Group
presently does becoming able to do so;

and no event having occurred which, under any provision of any such arrangement,
authorisation, agreement, licence, consent, permit, franchise or other
instrument, could result in any of the events or circumstances which are
referred to in paragraphs (i) to (viii) of this condition (e) in any case to an
extent which is or would be material in the context of the Wider Johnston Group
taken as a whole;

(f) no government, government department or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body or
authority (including, without limitation, any national anti-trust or merger
control authority), court, trade agency, professional association, institution
or any other body or person whatsoever in any jurisdiction (each a "Third Party"
and all collectively "Third Parties") having instituted, implemented or
threatened, or having decided to institute, implement or threaten, any action,
proceeding, suit, investigation, enquiry or reference or having made, proposed
or enacted any statute, regulation, order or decision or taken any other steps
which is likely to (in any case to an extent which is material in the context of
the Wider Johnston Group or the Wider Ennstone Group, as the case may be, in
each case taken as a whole):-

(i) make the Offer or its implementation or the Acquisition or the proposed
acquisition by Ennstone of all or any Johnston Shares, or the acquisition or
proposed acquisition of other securities in, or control of, Johnston by
Ennstone, void, illegal and/or unenforceable under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly, restrain, restrict,
prohibit, challenge, frustrate, delay or interfere with the same, or impose
additional material conditions or obligations with respect thereto, or otherwise
require material amendment to the terms of the Offer or any such acquisition
(including, without limitation, taking any steps which would entitle the
Johnston board to require Ennstone to dispose of all or some of its Johnston
Shares or restrict the ability of Ennstone to exercise voting rights in respect
of some or all of such Johnston Shares);

(ii) require, prevent or delay the divestiture, or alter the terms envisaged for
any proposed divestiture, by any member of the Wider Ennstone Group or any
member of the Wider Johnston Group of all or any material portion of their
respective businesses, assets or properties or impose any limitation on the
ability of any of them to conduct their respective businesses or to own any of
their respective assets or property;

(iii) impose any limitation on, or result in a delay in, the ability of any
member of the Wider Ennstone Group or of the Wider Johnston Group to acquire or
hold or exercise effectively, directly or indirectly, all or any rights of
ownership in respect of shares or other securities (or the equivalent) in any
member of the Wider Johnston Group or to exercise management control over any
such member;

(iv) otherwise adversely affect in any respect any or all of the businesses,
assets, profits or prospects of any member of the Wider Ennstone Group or any
member of the Wider Johnston Group respectively;

(v) result in any member of the Wider Johnston Group ceasing to be able to carry
on business or impose any limitation on the ability of any member of the Wider
Ennstone Group or any member of the Wider Johnston Group to integrate or
co-ordinate its business, or any part of it, with the business of any member of
the Wider Johnston Group or the Wider Ennstone Group;

(vi) save pursuant to the Offer, require any member of the Wider Ennstone Group
or of the Wider Johnston Group to offer to acquire any shares or other
securities (or the equivalent) in any member of the Wider Johnston Group owned
by any third party,

and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference under the laws of any
relevant jurisdiction or enact any such statute, regulation, order or decision
or take any steps having expired, lapsed or been terminated;

(g) all authorisations, orders, recognitions, grants, determinations, consents,
licences, confirmations, clearances, certificates, permissions and approvals
(each an "Authorisation") which are necessary or considered appropriate by
Ennstone or any other member of the Wider Ennstone Group in any relevant
jurisdiction for or in respect of the Offer or the Acquisition or the proposed
acquisition of any shares or other securities in, or control of, Johnston or any
other member of the Wider Johnston Group by any member of the Wider Ennstone
Group or the carrying on by any member of the Wider Johnston Group of its
business having been obtained, in terms and in a form satisfactory to Ennstone
from all appropriate Third Parties or from any persons or bodies with whom any
member of the Wider Johnston Group has entered into contractual arrangements, in
each case where the absence of such Authorisation from such a person might have
a material adverse effect on any member of the Wider Johnston Group and all such
Authorisations remaining in full force and effect and there being no notice or
intimation of any intention to revoke, withdraw, withhold, suspend, restrict,
modify, amend or not to renew any of the same;

(h) all notifications and filings which are necessary having been made, all
appropriate waiting and other time periods (including any extensions of such
waiting and other time periods) under any applicable legislation or regulation
of any relevant jurisdiction having expired, lapsed or been terminated (as
appropriate) and all necessary statutory or regulatory obligations in any
relevant jurisdiction having been complied with in each case in connection with
the Offer or the Acquisition or the proposed acquisition of any shares or other
securities in, or control of, Johnston or any other member of the Wider Johnston
Group by any member of the Wider Ennstone Group where, in each case, the absence
of such compliance might have a material and adverse affect on the business of
any member of the Wider Johnston Group;

(i) no notification having been received from any relevant authority or other
person that any interests held by the Wider Johnston Group under licences,
patents, trademarks, leases and other rights in the UK and overseas will be
adversely affected (in any case to an extent which is material to the Wider
Johnston Group taken as a whole) by the Offer or the proposed acquisition of
Johnston Shares by Ennstone, or that such licences, patents, trademarks, leases
and other rights are no longer in full force and effect, or that there is an
intention to revoke any of the same;

(j) save as revealed, no member of the Wider Johnston Group having:-

(i) (save as between Johnston and wholly-owned subsidiaries of Johnston, or for
options granted or on the exercise of rights to subscribe for Johnston Shares
pursuant to the exercise of options granted or the exercise of rights under the
Johnston Share Option Scheme on or prior to the date hereof) issued, agreed to
issue, 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, purchased or reduced or announced any proposal to redeem, purchase or
reduce any part of its share capital;

(ii) recommended, declared, paid or made or proposed to declare, pay or make any
bonus, dividend or other distribution whether payable in cash or otherwise other
than to Johnston or wholly-owned subsidiaries of Johnston;

(iii) merged with or demerged any body corporate or acquired or disposed of or
transferred, mortgaged or charged or created any security interest over any
assets or any rights, title or interest in any asset (including shares and trade
investments), or authorised or proposed or announced any intention to propose
any merger, demerger, acquisition, disposal, transfer, mortgage, charge or the
creation of any security interest over the same (other than in the ordinary
course of business);

(iv) (save as between Johnston and wholly-owned subsidiaries of Johnston)
authorised or proposed, or announced an intention to propose, any change in its
share or loan capital including the purchase of any of its own shares;

(v) issued, authorised or proposed the issue of or made any change in or to any
debentures or incurred or increased any indebtedness or become subject to a
liability (actual or contingent) which in any case is outside the ordinary
course of business and material in the context of the Wider Johnston Group taken
as a whole;

(vi) entered into, implemented, effected, varied, authorised or proposed any
contract, reconstruction, amalgamation, scheme, commitment, merger, demerger or
other transaction or arrangement or waived or compromised any claim in respect
of itself or another member of the Wider Johnston Group, in each case otherwise
than in the ordinary course of business, which in any case is material in the
context of the Wider Johnston Group taken as whole;

(vii) proposed any voluntary winding up;

(viii) terminated or varied the terms of any agreement or arrangement between
any member of the Wider Johnston Group and any other person in a manner which is
likely to have a material adverse effect on the position or prospects of the
Wider Johnston Group;

(ix) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider Johnston Group
which, taken as a whole, are material in the context of the Wider Johnston Group
taken as a whole;

(x) entered into, varied, or authorised any agreement, transaction, arrangement
or commitment (whether in respect of capital expenditure or otherwise) which:

(A) is of a long term, onerous or unusual nature or magnitude or which is or
could involve an obligation of such nature or magnitude; or

(B) is other than in the ordinary course of business,

and which in any such case is material in the context of the Wider Johnston
Group taken as a whole;

(xi) entered into or changed the terms of any contract, agreement or arrangement
with any director or senior executive of any member of the Wider Johnston Group;

(xii) taken any corporate action or had any legal proceedings instituted or
threatened against it or petition presented or order made for its winding-up
(voluntarily or otherwise), dissolution or reorganisation or for the appointment
of a receiver, trustee, administrator, administrative receiver or similar
officer of all or any material part of its assets and revenues or any analogous
or equivalent steps or proceedings in or under the laws of any jurisdiction
having occurred or there having been appointed any analogous person in any
jurisdiction which in any case is material in the context of the Wider Johnston
Group taken as a whole;

(xiii) become unable, or admitted in writing that it is unable, to pay its debts
generally 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 substantial part of its business in any case which is or would be material
in the context of the Wider Johnston Group taken as a whole;

(xiv) made any material alteration to its memorandum or articles of association
or other constitutional documents;

(xv) entered into any agreement, contract, commitment or arrangement which
consents to or results in the restriction of the scope of the business of any
member of the Wider Johnston Group or any member of the Wider Ennstone Group
which, in any such case, is material in the context of the Wider Johnston Group
or the Wider Ennstone Group taken as a whole, respectively;

(xvi) entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) to enter into
any agreement, commitment or arrangement or proposed or announced any intention
with respect to any of the transactions, matters or events referred to in this
condition (j);

(k) save as revealed and to the extent material in any case in the context of
the Wider Johnston Group taken as a whole:-

(i) no material adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of any member of
the Wider Johnston Group;

(ii) no claim being made, and no circumstance having arisen which might lead to
a claim being made, under the insurance of any member of the Wider Johnston
Group which might have a material adverse effect on the Wider Johnston Group;

(iii) no litigation, arbitration proceedings, prosecution or other legal
proceedings or investigation having been instituted, announced, implemented or
threatened by or against or remaining outstanding against any member of the
Wider Johnston Group or to which any member of the Wider Johnston Group is or
may become a party (whether as plaintiff, defendant or otherwise);

(iv) no contingent or other liability of any member of the Wider Johnston Group
having arisen or become apparent or increased which in any such case might be
expected materially and adversely to affect any member of the Wider Johnston
Group;

(v) (other than as a result of the Offer) no enquiry or investigation by, or
complaint or reference to, any Third Party having been threatened, announced,
implemented, instituted by or against or remaining outstanding against or in
respect of any member of the Wider Johnston Group which in any such case is
material and adverse in the context of the Wider Johnston Group taken as a
whole;

(l) Ennstone not having discovered after 7.00 am on the date of this
announcement:-

(i) that any financial or business or other information publicly announced at
any time by or on behalf of any member of the Wider Johnston Group is misleading
or contains a misrepresentation of any fact or omits to state a fact necessary
to make the information contained therein not misleading (and which was not
subsequently corrected before the date of this announcement by disclosure either
publicly or otherwise fairly in writing to Ennstone) in each case to an extent
that the effect of the inaccuracy or misrepresentation of fact or omission is to
overstate the assets or understate the liabilities of the Johnston Group by an
amount which is material in the context of the Wider Johnston Group taken as a
whole; and

(ii) that any member of the Wider Johnston Group and any partnership, company or
other entity in which any member of the Wider Johnston Group has a significant
interest is subject to any liability (contingent or otherwise) which has not
been revealed and which is material in the context of the Wider Johnston Group
taken as a whole;

(iii) any information which affects the import of any information disclosed at
any time by or on behalf of any member of the Wider Johnston Group to an extent
which is material and adverse in the context of the Wider Johnston Group taken
as a whole.

(m) Ennstone having received confirmation to its reasonable satisfaction that
either:-

(i) the trust deed and rules of the Johnston Holdings Limited Pension and Life
Assurance Scheme (the "Pension Scheme") do not contain any Blocking Provision
(as defined below); or

(ii) the trust deed and rules of the Pension Scheme do contain such a Blocking
Provision but no member of the Johnston Group nor the trustees of the Pension
Scheme will use that Blocking Provision on the Offer becoming or being declared
unconditional, or on, or as a consequence of, Ennstone acquiring control of
Johnston pursuant to the Offer (including, without limitation, due to a
consequential change in the financial circumstances of the group of companies to
which Johnston belongs).

For the purposes of this condition (m), a Blocking Provision is one that would
permit any member of the Johnston Group and/or the trustees of the Pension
Scheme to decide on a change of control either (i) to put the Pension Scheme
into wind up, or (ii) to require additional contributions from the sponsoring
employers of the Pension Scheme and/or to increase the rate of employer's
contributions to the Pension Scheme.

2. Certain further terms of the Offer

Ennstone will reserve the right to waive, in whole or in part, all or any of the
above conditions except conditions (a), (b) and (c). The Offer will lapse unless
the conditions set out above are fulfilled or satisfied or (if capable of
waiver) waived by Ennstone or, where appropriate, have been determined by
Ennstone in its opinion to be or to remain satisfied no later than midnight on
the twenty first day after the later of the First Closing Date and the date on
which the Offer becomes or is declared unconditional as to acceptances, or such
later date as Ennstone may, with the consent of the Panel, decide.

Each of conditions (a) to (m) shall be regarded as a separate condition and
shall not be limited by reference to any other condition.

Ennstone shall be under no obligation to waive or treat as fulfilled any of
conditions (d) to (m) (inclusive) by a date earlier than the date specified
above for the fulfilment thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been fulfilled and that there are at
such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment.

The Offer will lapse if there is a reference to the Competition Commission
before the later of 3.00 p.m. on the First Closing Date and the time and date at
which the Offer becomes or is declared unconditional as to acceptances.

In circumstances where the Offer lapses, the Offer will cease to be capable of
further acceptances and persons accepting the Offer and Ennstone will cease to
be bound by acceptances delivered on or before the date on which the Offer so
lapses.

The Johnston Shares which are the subject of the Offer will be acquired under
the Offer fully paid and free from all liens, equities, charges, encumbrances,
rights of pre-emption and any other third party rights or interests of any
nature whatsoever and together with all rights now or 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 this announcement.

If Ennstone is required by the Panel to make an offer for Johnston Shares under
the provisions of Rule 9 of the Code, Ennstone may make such alterations to the
conditions, including to condition (a), as may be necessary to comply with the
provisions of that Rule.

For the purposes of these conditions, the "Wider Johnston Group" means Johnston
and its subsidiaries, subsidiary undertakings, associated undertakings and any
other undertakings, in which Johnston and/or such undertakings (aggregating
their interests) have a significant interest and the "Wider Ennstone Group"
means Ennstone and its subsidiaries, subsidiary undertakings, associated
undertakings and any other undertakings in which Ennstone and/or such
undertakings (aggregating their interests) have a significant interest. For
these purposes, "subsidiary", "subsidiary undertaking", "associated undertaking"
and "undertaking" have the meanings given by the Act, other than paragraph 20(l)
(b) of Schedule 4A to the Act which shall be ignored for this purpose, and
"significant interest" means a direct or indirect interest in 20 per cent. or
more of the total voting rights conferred by the equity capital of an
undertaking.

The Offer will comply with English law and the City Code.

The Offer will not be made, directly or indirectly, in or into or from the
United States, Canada, Australia or Japan.



                                 APPENDIX II

                                 DEFINITIONS

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

"Acquisition"   the proposed acquisition of Johnston by Ennstone to be effected
                by means of the Offer

"Act"           the Companies Act 1985, as amended

"Admission"     the admission of the New Ennstone Shares to (i) listing on the
                Official List and (ii) trading on the London Stock Exchange's
                market for listed securities

"Altium         Altium Capital Limited
Capital"

"Australia"     the Commonwealth of Australia, its states, its territories and
                possessions

"Canada"        Canada, its possessions, provinces and territories and all areas
                subject to its jurisdiction and any political sub-division
                thereof

"City Code" or  the City Code on Takeovers and Mergers
"Code"

"Daily Official the daily official list of the London Stock Exchange
List"

"dealing day"   a day on which dealings in domestic securities may take place
                on, and with the authority of, the London Stock Exchange

"Enlarged       the Ennstone Group as enlarged by the Acquisition
Group"

"Ennstone" or   Ennstone plc
"the Offeror"

"Ennstone       35p per Ennstone Share, the closing middle market price at the
Closing         close of business on 28 July 2004, the last dealing day
Price"          immediately preceding the date of this announcement as derived
                from the Daily Official List

"Ennstone       the directors of Ennstone
Directors"

"Ennstone       Ennstone and its subsidiary undertakings
Group"

"Ennstone       a holder of Ennstone Shares
Shareholder"

"Ennstone       ordinary shares of 25p each in Ennstone
Shares"

"Extraordinary  an extraordinary general meeting of holders of Ennstone Shares
General         to be convened in connection with the Offer to consider and, if
Meeting"        thought fit, approve a resolution sanctioning the Acquisition,
                together with such other resolutions as the Ennstone Directors
                may consider it appropriate to propose

"First Closing  the date which is twenty one days after the posting of the Offer
Date"           Document

"Form of        the form of acceptance, election and authority relating to the
Acceptance"     Offer

"Japan"         Japan, its cities, prefectures, territories and possessions

"Johnston" or   Johnston Group plc
"Company"

"Johnston       237.5p per Johnston Share, the closing middle market price at
Closing         the close of business on 28 July 2004, the dealing day
Price"          immediately preceding the date of this announcement as derived
                from the Daily Official List

"Johnston       the directors of Johnston
Directors"

"Johnston       members of the Johnston family and certain related trusts
Family          controlling, in aggregate, 5,424,147 Johnston Shares
Shareholders"

"Johnston       Johnston and its subsidiary undertakings
Group" or
"Group"

"Johnston       the 1,000,000 10% cumulative non-equity preference shares of £1
Preference      each in the capital of Johnston
Shares"

"Johnston Share the Johnston Group plc 1994 Executive Share Option Scheme
Option Scheme"

"Johnston       a holder of Johnston Shares
Shareholder" or
"Shareholder"

"Johnston       the existing unconditionally allotted or issued and fully paid
Shares" or      ordinary shares of 10p each in the capital of Johnston currently
"Shares"        in issue and any further such shares which have been
                unconditionally allotted or issued fully paid after the date
                hereof and before the date on which the Offer closes (or such
                earlier date, not being earlier than the date on which the Offer
                becomes or is declared unconditional as to acceptances, as
                Ennstone may, subject to the City Code, determine) including any
                such share unconditionally allotted or issued upon exercise of
                options granted under the Johnston Share Option Scheme

"LIBOR"         The London Inter Bank Offered Rate which appears on the Telerate
                Page 3750 at about 11 a.m. London time on the relevant date

"Listing        The listing particulars to be issued by Ennstone in connection
Particulars"    with the Offer and the proposed issue of the New Ennstone
                Shares

"Listing        the listing rules of the UK Listing Authority
Rules"

"Loan Notes"    the £1, floating rate 1% below LIBOR guaranteed loan notes to
                be issued by Ennstone pursuant to the Loan Note Alternative

"Loan Note      the alternative under which Johnston Shareholders (other than
Alternative"    certain Overseas Shareholders) who validly accept the Offer
                may elect to receive Loan Notes instead of all or part of the
                cash consideration to which they would otherwise be entitled
                under the Offer

"London Stock   London Stock Exchange plc
Exchange"

"Mix and Match  the right of Johnston Shareholders to elect, subject to
Election"       availability, to vary the proportions in which they receive
                New Ennstone Shares and cash under the Offer

"New Ennstone   the New Ennstone Shares to be allotted and issued to Johnston
Shares"         Shareholders (other than certain Overseas Shareholders)
                credited as fully paid pursuant to the Offer

"Offer"         the offer to be made by Altium Capital on behalf of Ennstone
                to acquire all the Johnston Shares other than those Johnston
                Shares already held by Ennstone on the terms and subject to
                the conditions to be set out in the Offer Document and in the
                Form of Acceptance including, where the context admits, any
                subsequent revision, variation, extension or renewal thereof

"Offer          the document to be despatched to Johnston Shareholders (other
Document"       than certain overseas Johnston Shareholders) setting out the
                full terms and conditions of the Offer and, where appropriate,
                any document(s) containing terms and conditions of the Offer
                constituting the full terms and conditions of the Offer

"Offer Price"   446.25p per Johnston Share based on the 560p payable in cash
                and 35 Ennstone Shares at the Ennstone Closing Price for every
                4 Johnston Shares

"Official List" the Official List of the UKLA

"Overseas       Johnston Shareholders whose registered addresses are outside
Shareholders"   the UK or who are citizens or residents of countries other
                than the UK

"Panel"         The Panel on Takeovers and Mergers

"Regulatory     any of the services set out in Schedule 12 to the Listing
Information     Rules
Service"

"subsidiary"    have the meanings given to them in the Act
and "subsidiary
undertaking"

"UKLA" or "UK   the Financial Services Authority acting in its capacity as the
Listing         competent authority for the purposes of Part VI of the Financial
Authority"      Services and Markets Act 2000 and in the exercise of its 
                functions in respect of the admission of securities to the 
                Official List

"United         the United Kingdom of Great Britain and Northern Ireland
Kingdom" or
"UK"

"United         the United States of America, its territories and possessions, 
States" or      any state of the United States of America and the District of 
"US"            Columbia and all other areas subject to its jurisdiction

"WestLB"        WestLB AG


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            The company news service from the London Stock Exchange