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Wolv.& Dudley Brews. (WOLV)

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Wednesday 08 December, 2004

Wolv.& Dudley Brews.

Offer Document Posted

Wolverhampton& Dudley Breweries PLC
08 December 2004

                           Offers for Burtonwood plc

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

                                                                 8 December 2004

                   The Wolverhampton & Dudley Breweries, PLC

                   Recommended cash offers for Burtonwood PLC

                           Posting of Offer Document

W&DB announces that the Offer Document in relation to the recommended cash
offers made by McQueen Limited on behalf of W&DB (outside the United States),
and by W&DB (in the United States) for the whole of the issued and to be issued
ordinary and preference share capital of Burtonwood is being posted to
Burtonwood Shareholders today, together with the Forms of Acceptance.

Forms of Acceptance should be completed, signed and returned in accordance with
the instructions set out in the Offer Document and in the Forms of Acceptance so
as to be received as soon as possible, and, in any event, by not later than 3.00
p.m. (London time) on 5 January 2005.  If Burtonwood Shares are held in CREST,
acceptance should be made electronically so that the TTE instruction settles as
soon as possible and, in any event, by not later than 3.00 p.m. (London time) on
5 January 2005.

Burtonwood Shareholders may obtain copies of the Offer Document and Forms of
Acceptance from the Receiving Agent, Capita IRG Plc (Corporate Actions, PO Box
166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH) during normal
business hours.

A copy of the above document is being 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,  Tel. (020) 7066 1000)

The Document Viewing Facility is open from 9am to 5.30pm on every weekday except
bank holidays.

 McQueen                                                           020 7667 6861
 Jim Fallon
 George Fleet

 gcg hudson sandler                                                020 7796 4133
 Andrew Hayes
 Nick Lyon

Terms used in this announcement shall have the same meaning as those in the
Offer Document.

This announcement does not constitute an offer or an invitation to purchase any
securities. The full terms and conditions of the Offers, including details of
how the Offers may be accepted are contained in the Offer Document and the Forms
of Acceptance. The Offer Document and the Forms of Acceptance have been made
available to those Burtonwood Shareholders who are able to receive them, as a
result of the laws of the jurisdictions in which they are resident. Burtonwood
Shareholders are advised to read the Offer Document and the Forms of Acceptance
(if they are able to receive them) as they contain important information.

McQueen, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for W&DB and no-one else in
connection with the Offers and will not be responsible to anyone other than W&DB
for providing the protections afforded to clients of McQueen nor for providing
advice in relation to the Offers or in relation to the content of this

The Offers, including the Partial Share Alternative and the Loan Note
Alternatives, are not being made, directly or indirectly, in or into, and are
not capable of acceptance in or from, Canada, Australia or Japan.  Custodians,
nominees and trustees should observe these restrictions and should not send or
distribute documents in or into Canada, Australia or Japan.

The New W&DB Shares and the Loan Notes to be issued in connection with the
Ordinary Offer have not been, and will not be, registered under or offered in
compliance with applicable securities laws of any state, province, territory or
jurisdiction of Canada, Australia or Japan and the relevant clearances have not
been, and will not be, obtained from the securities commission of any province
of Canada, and no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance.  Accordingly, the New W&DB Shares and the Loan Notes may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold, delivered or transferred, directly or indirectly, in or into Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction or to, or for the account or benefit of, a person located or
resident in Canada, Australia or Japan.

The Offers in the United States are being made solely by W&DB and neither
McQueen nor any of its affiliates are making the Offers in the United States.
References in this announcement and any related documents to the Offers being
made by McQueen on behalf of W&DB should be read and construed accordingly by US
holders of Burtonwood Shares. While the Offers are being made available to
holders of Burtonwood Shares in the United States, the right to tender
Burtonwood Shares is not being made available in any jurisdiction in the United
States in which the making of the Offers or the right to tender Burtonwood
Shares would not be in compliance with the laws of such jurisdiction.

The New W&DB Shares and the Loan Notes to be issued in connection with the
Ordinary Offer have not been, and will not be, registered under the US
Securities Act or under the securities laws of any jurisdiction of the United
States. Neither the SEC nor any US state securities commission has approved or
disapproved of the securities offered in connection with the Ordinary Offer, or
determined if this announcement is accurate or complete.  Any representation to
the contrary is a criminal offence.

The Offers are being made in the United States pursuant to an exemption from the
US tender offer rules provided by Rule 14d-1(c) under the US Exchange Act. The
Ordinary Offer is also being made pursuant to an exemption from the registration
requirements of the US Securities Act provided by Rule 802 thereunder.  New W&DB
Shares issued pursuant to the Ordinary Offer will be 'restricted securities',
within the meaning of Rule 144(a)(3) under the US Securities Act, to the same
extent and proportion as the Burtonwood Ordinary Shares tendered into the
Ordinary Offer.  The Loan Notes to be issued pursuant to the Ordinary Offer are
to be issued solely to offer tax advantages not available in the United States.
Accordingly, the Loan Notes may not be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States (or to persons
resident in the United States). The Loan Notes will not be listed on any stock

Notice to US holders of Burtonwood Shares

The Offers are being made for the securities of a UK company and are subject to
UK disclosure requirements which are different from those of the United States.
The financial information included in the Offer Document has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States.  Also, the settlement
procedure with respect to the Offers will be consistent with UK practice, which
differs from the US domestic tender offer procedures in certain material
respects, particularly with regard to the date of payment.  Whether located in
the US or elsewhere, Burtonwood Shareholders will receive their cash
consideration in pounds sterling.

It may be difficult for US holders of Burtonwood Shares to enforce their rights
and any claim arising out of the US federal securities laws, since W&DB and
Burtonwood are located in a foreign country, and some or all of their officers
and directors may be residents of a foreign country. US holders of Burtonwood
Shares may not be able to sue a foreign company or its officers or directors in
a foreign court for violations of the US securities laws. Further, it may be
difficult to compel a foreign company and its affiliates to subject themselves
to a US court's judgement.

In accordance with normal UK practice, W&DB or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, Burtonwood Shares outside the United States, other
than pursuant to the Offers, before or during the period in which the Offers
remain open for acceptance. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK and
will be available from the Regulatory News Service on the London Stock Exchange

                      This information is provided by RNS
            The company news service from the London Stock Exchange