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Johnston Group PLC (JHT)

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Wednesday 18 August, 2004

Johnston Group PLC

Further re Ennstone Offer

Johnston Group PLC
18 August 2004



18 August 2004

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

                RESPONSE BY THE INDEPENDENT DIRECTORS OF JOHNSTON 
                        TO ENNSTONE'S OFFER FOR JOHNSTON

The Ennstone Offer

On 29 July 2004, Ennstone announced its intention to make an offer for the
entire issued and to be issued share capital of Johnston on the basis of 35 New
Ennstone Shares and 560p in cash for every 4 Johnston Shares, with a Mix and
Match Election and Loan Note Alternative. The Offer was formally made on 4
August 2004 when the Offer Document was posted to Johnston Shareholders.

In view of the involvement of Michael Johnston and Philippa Marriott (both
directors of Johnston) with Ennstone and the Offer, the Independent Directors
(comprising Chris Woodwark, Kash Pandya, David Hamilton, Brian Watkins and David
Tree) have taken responsibility for considering the Offer and advising Johnston
Shareholders on its merits.

The Johnston Family Irrevocable Undertakings

As the Independent Directors stated when they wrote to Johnston Shareholders on
30 July 2004, the Offer was unsolicited and Ennstone did not approach the
Johnston Board to seek a recommendation. However, Ennstone has secured
irrevocable undertakings to accept the Offer from Johnston Family Shareholders
representing, in aggregate, approximately 50.1% of the issued ordinary share
capital of Johnston.

The above undertakings may only cease to be binding in the event that a
competing offer for Johnston ('Competing Offer') is announced by a third party
before 3.00 p.m. on 25 August 2004 (the period from the date of the Offer to
such time, the 'Acceptance Period') which is recommended by the Johnston Board,
the making of which is not subject to any condition precedent and which, in the
opinion of Altium Capital and WestLB, values each Johnston ordinary share at
more than 10 per cent. higher than the value attributed to a Johnston ordinary
share pursuant to the Offer, being 446.25p. Pursuant to the undertakings, the
Johnston Family Shareholders are obliged, subject to this exception, to accept
the Offer before 3.00 p.m. on 25 August 2004.

Ennstone's plans for Johnston Management and Employees

The Independent Directors have noted Ennstone's statement in the Offer Document
that, if the Offer is successful, the existing employment rights, including
pension rights, of all management and employees of Johnston will be fully
safeguarded.

Current Position and Timing Issues

The Independent Directors' primary concern throughout this process has been the
maximisation of value for all Johnston Shareholders. Further to the announcement
on 12 August 2004, the Independent Directors continue to consider all options,
including discussions with third parties. These discussions may or may not lead
to a Competing Offer being announced before the expiry of the Acceptance Period
on 25 August 2004.

Given the existence of the above irrevocable undertakings and the acceptance
condition of the Offer, the Offer should, in the absence of a Competing Offer,
become unconditional as to acceptances on 25 August 2004 (at the expiry of the
Acceptance Period).

The Independent Directors will make an announcement at the earliest possible
opportunity and in any event by 8.00 a.m. on 24 August 2004 as to whether or not
a Competing Offer is anticipated and will write to all Johnston Shareholders
again as soon as practicable thereafter. Johnston Shareholders should note that
although Ennstone has requested that Forms of Acceptance be returned to it by
3.00 p.m. on 25 August 2004, the Offer (but not necessarily the Mix and Match
Election) will remain open for acceptance until at least 8 September 2004
(assuming it becomes unconditional as to acceptances on 25 August 2004).
Ennstone has however reserved the right, if it chooses, to close the Mix and
Match Election at 3.00 p.m. on 25 August 2004 without prior notice.

Views of the Independent Directors

The Independent Directors acknowledge that Ennstone owns or has received
irrevocable undertakings in respect of 50.9 per cent. of the issued share
capital of Johnston (being the 50.1 per cent of Johnston Shares in respect of
which irrevocable undertakings have been given by the Johnston Family
Shareholders and the approximately 0.8 per cent. of Johnston Shares owned by
Ennstone). Accordingly, in the absence of a Competing Offer, the Offer should
become unconditional as to acceptances at the expiry of the Acceptance Period.
The Independent Directors also acknowledge that the Offer Price is at a
substantial premium to the pre-Offer share price of the Company.

In these circumstances, the Independent Directors currently anticipate that, if
by 8.00 a.m. on 24 August 2004 no Competing Offer has been announced and, at
that time, the Independent Directors do not anticipate that a Competing Offer
will be announced prior to the expiry of the Acceptance Period such that the
Offer will become unconditional as to acceptances on 25 August 2004, barring
unforeseen circumstances or material new information, they will recommend that
Johnston Shareholders accept the Offer.

However, Johnston Shareholders should note that, in the absence of a Competing
Offer, whether the Offer becomes wholly unconditional depends primarily on the
approval of the Offer by Ennstone Shareholders at the EGM on 1 September 2004,
which is outside the control of the Independent Directors and Johnston
Shareholders.

NAV, an Ennstone Shareholder, announced on 3 August 2004 that it believes that
the proposed acquisition of Johnston Group is not in the best interests of
Ennstone Shareholders and therefore is urging Ennstone Shareholders not to
approve the acquisition of Johnston. NAV has since requisitioned an
extraordinary general meeting of Ennstone to consider resolutions to appoint Mr.
Jonathan Scott-Barrett as a director of Ennstone and to implement a strategic
review of Ennstone's operations. This extraordinary general meeting will also
take place on 1 September 2004.

Given the recent announcements by NAV and Ennstone, the Independent Directors
note that there is a risk that Ennstone will fail to secure Ennstone Shareholder
approval for the Offer at its EGM. In the event that the Ennstone Shareholders
do not approve the Offer at the EGM, irrespective of any recommendation by the
Independent Directors, the Offer will lapse. Additionally, in Ennstone's
announcement of 12 August 2004, Ennstone noted that, if a third party tables an
approach to acquire Ennstone prior to the date of the EGM, the board of Ennstone
will consider its recommendation to the Ennstone Shareholders with regard to the
Offer if required to do so by such approach.

The Independent Directors, who have been so advised by Close Brothers, after due
and careful consideration of all the circumstances, recommend that Johnston
Shareholders should take no action in respect of the Offer until the expiry of
the Acceptance Period or, if earlier, the receipt of a further recommendation
from the Independent Directors. The Independent Directors will make a further
announcement at the earliest possible opportunity and in any event by 8.00 a.m.
on 24 August 2004 and write to all Johnston Shareholders again soon as
practicable thereafter. In providing advice to the Independent Directors of
Johnston, Close Brothers has relied on the commercial assessments of the
Independent Directors.

The Independent Directors will take no action in respect of the Offer in respect
of their own shareholdings, representing approximately 0.09 per cent. of the
issued ordinary share capital of Johnston.

A circular will be posted to Johnston Shareholders today.

Copies of the circular will be submitted to the UK Listing Authority and will
shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at: Financial Services Authority, 25 The
North Colonnade, Canary Wharf, London E14 5HS.

Enquiries:

Johnston                       Chris Woodwark              020 7920 3150

Close Brothers                 Andrew Cunningham           020 7655 3100
                               Darren Redmayne

Tavistock Communications       Lulu Bridges                020 7920 3150
                               Justin Griffiths

The Independent Directors accept responsibility for the information contained in
this announcement, save that the only responsibility accepted by them in respect
of the information contained in this announcement relating to Ennstone, which
has been compiled from public sources, is to ensure that such information has
been correctly and fairly reproduced and presented subject as aforesaid, to the
best of the knowledge and belief of the Independent Directors (who have taken
all reasonable care to ensure that such is the case), the information contained
in this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

Close Brothers Corporate Finance Limited ('Close Brothers'), which is regulated
in the United Kingdom for the conduct of investment business by the Financial
Services Authority, is acting for Johnston as financial adviser (within the
meaning of the Rules of the Financial Services Authority) in connection with the
matters described herein and no-one else and will not be responsible to anyone
other than Johnston for providing the protections afforded to customers of Close
Brothers, nor for providing advice in relation to the matters described herein.

18 August 2004

                                  APPENDIX I:
                        SOURCES AND BASES OF INFORMATION

Unless otherwise stated, the sources and bases of certain statements in this
announcement are as follows:

(a) Unless otherwise stated, the information to the Offer has been extracted
from the Offer Document, in particular the reference to the acceptance condition
is to the condition which appears at paragraph (a) of Part 1 of Appendix I to
the Offer Document; the information as to when the Offer will remain open for
acceptance if it becomes unconditional as to acceptances is based on a summary
of paragraph 1.3 of the further terms of the Offer which appear at Part 2 of
Appendix I of the Offer Document; the information about the potential closure of
the Mix and Match Election is based on a summary of paragraph 7.6 of the further
terms of the Offer which appear at Part 2 of Appendix I of the Offer Document
and the information that the Offer will lapse in the event that Ennstone
Shareholders do not approve it at the EGM is based on condition (b) of the Offer
which appears at Part 1 of Appendix I to the Offer Document.

(b) The information relating to the irrevocable undertakings is based on a
summary of the terms of the irrevocable undertakings specified as being
available for inspection at the offices of Jones Day, 21 Tudor Street, London
EC4Y 0DJ in the Offer Document.

(c) The observation that the Offer is at a substantial premium to the pre-Offer
share price of the Company is based on information extracted from the Daily
Official List on 28 July 2004.


                                  APPENDIX II:
                                  DEFINITIONS

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

'Acceptance        has the meaning given to it in the section of this
Period'            announcement under the heading The Johnston Family
                   Irrevocable Undertakings

'Altium Capital'   Altium Capital Limited

'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'        the City Code on Takeovers and Mergers

'Close Brothers'   Close Brothers Corporate Finance Limited

'Competing         has the meaning given to it in the section of this
Offer'             announcement under the heading The Johnston Family
                   Irrevocable Undertakings

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

'Ennstone'         Ennstone plc

'Ennstone          a registered holder of Ennstone Shares
Shareholder'

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

'Extraordinary     the extraordinary general meeting of holders of Ennstone
General            Shares to be held at 11.00 a.m. on 1 September 2004, or any
Meeting' or        adjournment thereof
'EGM'

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

'Independent       means the following members of the Johnston Board who do not
Directors'         have a conflict of interest in relation to the Offer: Chris
                   Woodwark, Kash Pandya, David Hamilton, Brian Watkins and
                   David Tree

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

'Johnston' or      Johnston Group PLC
'Company'

'Johnston Board'   the board of directors of Johnston

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

'Johnston Group'   Johnston and its subsidiary undertakings

'Johnston          a registered holder of Johnston Shares
Shareholder'

'Johnston Share    the Johnston Group PLC 1994 Executive Share Option Scheme
Option Scheme'

'Johnston Shares'  the existing unconditionally allotted or issued and fully
or 'Shares'        paid ordinary shares of 10p each in the capital of Johnston
                   currently in issue and any further such shares which have
                   been unconditionally allotted or issued fully paid after 4
                   August 2004 and before the date on which the Offer closes (or
                   such earlier date, not being earlier than the date on which
                   the Offer becomes 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

'Loan Note         the alternative under which eligible Johnston Shareholders
Alternative'       who validly accept the Offer may elect to receive Loan Notes
                   in lieu of all or part of the cash to which they would
                   otherwise become entitled under the Offer

'Loan Note         the instrument constituting the Loan Notes
Instrument'

'Loan Notes'       means the unsecured guaranteed loan notes to be issued by
                   Ennstone pursuant to the Loan Note Alternative, having the
                   rights and subject to the restrictions set out in the Loan
                   Note Instrument

'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

'NAV'              North Atlantic Value LLP

'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 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 set out or referred to in the Offer Document
                   and in the Form of Acceptance including, where the context
                   admits, the Loan Note Alternative and the Mix and Match
                   Election and, where the context requires, any subsequent
                   revision, variation, extension or renewal thereof

'Offer Document'   the document dated 4 August 2004 setting out the Offer

'Offer Price'      446.25p based on the 560p payable in cash and 35 New Ennstone
                   Shares for every 4 Johnston Shares at the closing middle
                   market price of an Ennstone Share as derived from the Daily
                   Official List on 28 July 2004

'Overseas          Johnston Shareholders whose registered addresses are outside
Shareholders'      the United Kingdom or who are citizens or residents of
                   countries other than the United Kingdom or who are nominees
                   of, or custodians, trustees or guardians for, any such
                   residents, citizens or nationals

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

'WestLB'           WestLB AG


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