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Wolv.& Dudley Brews. (WOLV)

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Thursday 06 January, 2005

Wolv.& Dudley Brews.

Offers Update

Wolverhampton& Dudley Breweries PLC
06 January 2005


The Wolverhampton & Dudley Breweries, PLC



6 January 2005

                            Recommended Cash Offers

                  by The Wolverhampton & Dudley Breweries, PLC

                       and (outside the United States) by

                                McQueen Limited

                               on its behalf for

                                 Burtonwood PLC


On 8 December 2004, The Wolverhampton & Dudley Breweries, PLC (W&DB) made offers
for the entire issued and to be issued ordinary share capital (the Ordinary
Offer) of Burtonwood PLC (Burtonwood) and the entire issued and to be issued
preference share capital of Burtonwood (the Preference Offer, together with the
Ordinary Offer, the Offers) as set out in the offer document of that date (the
Offer Document).

W&DB now announces that all of the conditions of the Ordinary Offer have been
satisfied or waived and the Ordinary Offer is now declared unconditional in all

The condition to the Preference Offer has now also been satisfied and the
Preference Offer is also now declared unconditional in all respects.

W&DB announces that, as at 3.00 p.m. on 5 January 2005, valid acceptances had
been received in respect of a total of 20,150,837 Burtonwood Ordinary Shares,
representing approximately 92.4 per cent of the issued ordinary share capital of
Burtonwood and 108,541 Burtonwood Preference Shares, representing approximately
24.1 per cent of the issued preference share capital of Burtonwood.  In
addition, as at 3.00 p.m. on 5 January 2005, valid elections for the Partial
Share Alternative had been received in respect of 11,258,212 Burtonwood Ordinary
Shares, which will result in the maximum number of 3,867,056 New W&DB Shares
being issued and elections being scaled back pro rata, as nearly as practicable.

As at 3 December 2004, the date of announcement of the Offers, W&DB had received
irrevocable undertakings to accept (or procure the acceptance of) the Ordinary
Offer from the Directors of Burtonwood (other than William Cran) and their
related parties and certain other Burtonwood Ordinary Shareholders in respect of
11,256,724 Burtonwood Ordinary Shares, representing approximately 51.9 per cent
of the then issued ordinary share capital of Burtonwood.  Valid acceptances have
been received in respect of 11,194,274 Burtonwood Ordinary Shares that were
subject to these irrevocable undertakings, representing approximately 51.3 per
cent of the existing issued share capital of Burtonwood, all of which are
included in the valid acceptances referred to above.

The Offers (including the Loan Note Alternatives) will remain open for
acceptance until further notice.  However, in accordance with the terms set out
in the Offer Document, it will not be possible after today to make a valid
election for the Partial Share Alternative as valid elections have already been
received for the maximum number of New W&DB Shares available under the Partial
Share Alternative.

Burtonwood shareholders who wish to accept the Offers and who have not done so

(i)            in respect of certificated Burtonwood Shares, complete the
relevant Form(s) of Acceptance in accordance with the instructions printed on it
/them and return it/them together with their share certificates and/or other
document(s) of title to Capita IRG Plc, Corporate Actions, PO Box 166, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH by post or (during normal
business hours) by hand, as soon as possible; and

(ii)          in respect of uncertificated Burtonwood Shares, accept
electronically through CREST in accordance with the instructions set out in the
Offer Document as soon as possible.

The consideration due to accepting Burtonwood Shareholders will be despatched
either on or before 20 January 2005 in respect of acceptances complete in all
respects and received by 6 January 2005, or within 14 days of the date of
receipt of further acceptances which are valid and complete in all respects.

As stated in the Offer Document, as and when W&DB has received valid acceptances
under either of the Offers in respect of, and/or otherwise acquired, 90 per cent
or more in value of the Burtonwood Shares to which that Offer relates, W&DB will
seek to acquire compulsorily the Burtonwood Shares for which it has not received
valid acceptances of the relevant Offer or otherwise acquired, pursuant to
sections 428-430F of the Companies Act 1985.

In addition, W&DB intends to procure that Burtonwood applies both to the UKLA
for the cancellation of the listing of Burtonwood Shares on the Official List of
the UKLA and to the London Stock Exchange for the cancellation of trading of the
relevant Burtonwood Shares on the London Stock Exchange's market for listed
securities.  It is anticipated that such cancellations will take effect no
earlier than 3 February 2005 which is 20 business days from the date of this

Application has been made to the UK Listing Authority and the London Stock
Exchange for up to 3,867,056 New W&DB Shares to be admitted to the Official List
and to trade on the London Stock Exchange.  The New W&DB Shares will rank pari
passu with the existing issued ordinary shares of W&DB.  Dealings in the New W&
DB Shares are expected to commence at 8.00 a.m. on 7 January 2005.

Save as disclosed above, neither W&DB nor any person acting, or deemed to be
acting, in concert with W&DB held any Burtonwood Shares or rights over
Burtonwood Shares immediately before the start of the offer period on 29
November 2004 or has acquired or agreed to acquire any Burtonwood Shares or
rights over Burtonwood Shares since that date.

Terms defined in the Offer Document have the same meaning in this announcement.


McQueen                                                            020 7667 6861
Jim Fallon
George Fleet

Hoare Govett                                                       020 7678 8000
Christopher Zeal

gcg hudson sandler                                                 020 7796 4133
Andrew Hayes
Nick Lyon

The Offers, including the Partial Share Alternative and the Loan Note
Alternatives, are not being made, directly or indirectly, in or into and will
not be 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 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 New W&DB Shares and the Loan Notes 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 are being 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 exchange.

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

This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities pursuant to the
Offers or otherwise.

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