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Wolv.& Dudley Brews. (WOLV)

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Wednesday 24 August, 2005

Wolv.& Dudley Brews.

Offer forEnglish Country Inns

Wolverhampton& Dudley Breweries PLC
24 August 2005


                       OFFER FOR ENGLISH COUNTRY INNS PLC

EMBARGOED UNTIL 7.00 A.M.

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

                                                                  24 August 2005

               The Wolverhampton & Dudley Breweries, PLC ('W&DB')

          Recommended cash offer for English Country Inns PLC ('ECI')

Summary
     
•    The boards of directors of W&DB and ECI are pleased to announce that they 
     have reached agreement on the terms of a recommended cash offer for ECI, to 
     be made by McQueen Limited on behalf of W&DB.

•    The Offer will be 128 pence in cash for each ECI Share, valuing ECI's 
     existing issued share capital at approximately £13.65 million.

•    W&DB has received irrevocable undertakings to accept the Offer including 
     from the directors of ECI in respect of 62,000 ECI Shares, representing 
     approximately 0.58 per cent of the existing issued share capital of ECI.
     
•    The acquisition is consistent with W&DB's strategy of expanding its estate 
     where suitable opportunities occur that meet its returns criteria.  ECI 
     provides a good geographic fit with its Pathfinder Pubs division, 
     operational benefits through scale and opportunities for cost savings.

•    Commenting on the Offer, Ralph Findlay, Chief Executive of W&DB, said:

     'ECI's estate of 14 pubs is an excellent fit with our existing Pathfinder 
     Pubs business, and reinforces our position as a leading operator of high 
     quality pubs across the country. Consolidation continues to be a feature of 
     the industry and this acquisition provides a good return for W&DB 
     shareholders and new opportunities for ECI employees.'

•    Commenting on the Offer, Roger Hunt, Chairman of ECI said:

     'The Offer represents good value to our shareholders. ECI has acquired a 
     strong portfolio of public houses over the last four years and the Offer is 
     a fair reflection of the value that has been created in our properties 
     during this time. The Offer also represents an excellent opportunity for 
     ECI employees to work for a leading and well-established company within the 
     public house sector.'

This summary should be read in conjunction with the full text of the attached
announcement.

The Offer Document will be posted to ECI Shareholders later today.


Press Enquiries
  W&DB                                                           01902 329 516
  Ralph Findlay, Chief Executive
  Paul Inglett, Finance Director
  McQueen Limited                                                020 7667 6861

  (Financial adviser to W&DB)
  Jim Fallon
  George Fleet

  Hudson Sandler                                                 020 7796 4133
  (PR adviser to W&DB)
  Nick Lyon
  Wendy Baker

  ECI
  Roger Hunt, Chairman                                           07957 872 476
  Tim Udell, Chief Executive                                     07968 330 942

  Moore Stephens Corporate Finance                               020 7334 9191
  (Financial adviser to ECI)
  Philip Cowan
  Arthur Davey

  Humberts Leisure LLP                                           020 7629 6700
  (Surveyors and advisers to ECI)
  Anthony Miller


This announcement does not constitute an offer or invitation to purchase any
securities.  The Offer will be made solely by means of the Offer Document and
the acceptance form accompanying the Offer Document, which will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted.  ECI Shareholders are advised to read the Offer Document and
accompanying acceptance form when they are sent to them because they will
contain important information.

McQueen Limited, 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 Offer and will not be responsible to anyone other than W&DB
for providing the protections afforded to clients of McQueen Limited nor for
providing advice in relation to the Offer or in relation to the contents of this
announcement.

Moore Stephens Corporate Finance, a division of Moore Stephens, which is
authorised and regulated by the Financial Services Authority for investment
business, is acting exclusively for ECI and no-one else in connection with the
Offer and will not be responsible to anyone other than ECI for providing the
protections afforded to clients of Moore Stephens Corporate Finance nor for
providing advice in relation to the Offer or in relation to the contents of this
announcement.

The Offer will not be made, directly or indirectly, in or into, and will not be
capable of acceptance in or from, the United States, Canada, Australia or Japan.
  Custodians, nominees and trustees should observe these restrictions and should
not send or distribute documents in, into or from the United States, Canada,
Australia or Japan.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether informal or formal) to acquire or control relevant
securities of ECI, owns or controls, or becomes the owner or controller of,
directly or indirectly, one per cent or more of any class of securities of ECI
is required to disclose, by not later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction, dealings in
such securities of that company (or in any option in respect of, or derivative
referenced to, such securities) during the period to the date on which the Offer
becomes or is declared unconditional as to acceptances or lapses or is otherwise
withdrawn.

Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of ECI by W&DB or ECI, or by any of their respective associates
(within the meaning of the City Code), must also be disclosed.

If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.


EMBARGOED UNTIL 7.00 A.M.

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

                                                                  24 August 2005

               The Wolverhampton & Dudley Breweries, PLC ('W&DB')

          Recommended cash offer for English Country Inns PLC ('ECI')

     
1.   Introduction

The boards of directors of W&DB and ECI are pleased to announce that they have
reached agreement on the terms of a recommended cash offer, to be made by
McQueen Limited on behalf of W&DB, to acquire the whole of the issued and to be
issued share capital of ECI.

2.   The Offer

The Offer, which will be subject to the conditions and further terms set out in
Appendix 1 and to be set out in the Offer Document, will be made on the
following basis:

     for each ECI Share                128 pence in cash.

The Offer values ECI's existing issued share capital at approximately £13.65
million.

3.   Conclusion and recommendation

The directors of ECI, who have been so advised by Moore Stephens Corporate
Finance, consider the terms of the Offer to be fair and reasonable so far as ECI
Shareholders are concerned.  In providing advice to the directors of ECI, Moore
Stephens Corporate Finance has taken into account the commercial assessments of
the directors of ECI.

Accordingly, the directors of ECI unanimously recommend ECI Shareholders to
accept the Offer, as the directors of ECI have irrevocably undertaken to do in
respect of their own beneficial holdings amounting to, in aggregate, 62,000 ECI
Shares (representing approximately 0.58 per cent of the existing issued share
capital of ECI).

4.   Irrevocable undertakings

W&DB has received irrevocable undertakings to accept the Offer from the
directors of ECI in respect of 62,000 ECI Shares, representing approximately
0.58 per cent of the existing issued share capital of ECI.

The undertakings from the directors of ECI are in respect of their entire
holdings of ECI Shares and will cease to be binding only if the Offer lapses, is
withdrawn or is not made and remain binding in the event that a higher competing
offer for ECI is made.

Further details of the irrevocable undertakings are set out in Appendix 2.

5.   Information relating to W&DB

W&DB is a leading brewer and pub retailing business.  W&DB's pub estate
comprises 537 managed pubs and 1,739 pubs let to tenants or lessees. W&DB's
managed pub estate trades as 'Pathfinder Pubs', and its tenanted and leased pubs
form 'The Union Pub Company.'

W&DB's brewing division, WDB Brands, brews some of the leading ales in the
country, including Marston's Pedigree, a premium ale, and the Banks's and
Mansfield brands, which are standard ales.

W&DB's results for the 53 weeks ended 2 October 2004 showed turnover of £513.7
million (2003: £490.5 million), profit before taxation of £70.2 million (2003:
£59.6 million) and net assets of £648.3 million (2003 restated: £457.7 million).
  Basic earnings per share on the same basis were 66.7 pence (2003: 53.0 pence).

6.   Information relating to ECI

ECI is an unquoted company established in 2001 under the Enterprise Investment
Scheme with the objective of acquiring and managing food-orientated public
houses located in England. Under two public offerings (2001 and 2002), sponsored
by Close Brothers Investment Limited, ECI raised over £10 million from private
investors seeking to benefit from the tax reliefs available under the Enterprise
Investment Scheme and has successfully acquired and continues to manage a strong
portfolio of 14 unbranded public houses (13 of which are freehold properties)
located around central and southern England.

ECI's results for the 52 week period ended 29 May 2004 showed turnover of £6.2
million (2003: £4.6 million), profit before taxation of £24,000 (2003: £262,000)
and net assets of £10.4 million (2003: £10.4 million).

7.   Background to and reasons for the Offer

Background

The UK pub market is increasingly competitive with continuing cost pressures. W&
DB seeks to deliver shareholder value through both organic growth and taking
advantage of attractive acquisition opportunities.

W&DB believes that its strategy of focusing on high quality community pubs, and
its preference for freehold ownership, delivers value for shareholders.  The
acquisitions of Wizard Inns last year, and Burtonwood PLC and Jennings Brothers
plc this year have demonstrated the management team's ability to integrate
acquisitions and deliver improved business performance and synergies as planned.


Reasons for the Offer

The acquisition of ECI is consistent with W&DB's strategy of expanding its
estate where suitable opportunities occur that meet its returns criteria. These
include a strong geographic fit, operational benefits through scale,
opportunities for cost savings and the delivery of value for W&DB shareholders.
The acquisition will:

•    add to W&DB's strong, predominantly freehold, high quality estate;

•    extend W&DB's portfolio in Pathfinder Pubs; and

•    expand W&DB's distribution of high quality ale brands.

8.   Background to and reasons for the recommendation of the Offer

The Board of ECI has been seeking a realisation strategy for investors in ECI
following the end of the qualifying period under the Enterprise Investment
Scheme on 31 May 2005. Following a review of realisation options including a
flotation on AIM or OFEX, the Board concluded that a sale of the company
represented the most attractive option for shareholders.

Humberts Leisure LLP approached potential purchasers on behalf of the Board and,
following a process which saw expressions of interest from a number of parties,
the Board concluded that the most attractive offer had been made by W&DB and is
therefore recommending it to shareholders.
     
9.   Management and employees

W&DB confirms that the existing employment rights, including pension rights, of
the employees of ECI will be fully safeguarded.

10.  ECI Shares under option

The Offer will extend to any ECI Shares which are unconditionally allotted or
issued before the date on which the Offer closes, as a result of the exercise of
options granted over ECI Shares.

If the Offer becomes or is declared unconditional in all respects, appropriate
proposals will be made to holders of such options.

11.  Compulsory acquisition

If W&DB receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent or more of the ECI Shares to which the Offer relates and
the Offer becomes or is declared unconditional in all respects, W&DB intends to
exercise its rights pursuant to the provisions of sections 428 to 430F
(inclusive) of the Companies Act 1985 to acquire compulsorily the remaining ECI
Shares to which the Offer relates.

12.  Disclosure of interests in ECI

Save for the 62,000 ECI Shares in respect of which W&DB has received irrevocable
undertakings to accept the Offer, neither W&DB nor any of the directors of W&DB
nor, so far as W&DB is aware, any person acting in concert with W&DB, owns or
controls any ECI Shares or holds any option to acquire or right to subscribe for
any ECI Shares or has entered into any derivative referenced to ECI Shares which
remains outstanding.

13.  Inducement Fee

ECI has agreed to pay an inducement fee to W&DB of £136,000 (being approximately
one per cent of the aggregate value of the Offer) if any of the following events
occurs prior to 11.59 p.m. on 7 November 2005:

(a)  ECI notifies W&DB that it does not wish to proceed further with or to 
     recommend the Offer other than as a result of the terms of the Offer being 
     changed in any material respect from the terms set out in the indicative
     offer letter submitted on behalf of W&DB;

(b)  an independent competing offer is announced (whether or not on a 
     pre-conditional basis) which is recommended by the directors of ECI, and 
     W&DB notifies ECI that it does not intend to proceed with the Offer;

(c)  W&DB becomes aware of information in relation to ECI which has not been 
     disclosed by ECI to W&DB prior to the date of the inducement fee letter and 
     which in W&DB's reasonable opinion has or may reasonably be likely to have 
     a material adverse effect on ECI and W&DB notifies ECI that it does not
     intend to proceed with the Offer; or

(d)  ECI or any of its associated persons are in breach of certain 
     non-solicitation undertakings and W&DB decides not to proceed with the 
     Offer.

14.  General

The Offer Document will be posted to ECI Shareholders later today.

The Offer will be subject to the conditions set out in Appendix 1.

The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2.  Certain terms used in this announcement
are defined in Appendix 3.

Press Enquiries

  W&DB                                                           01902 329 516
  Ralph Findlay, Chief Executive
  Paul Inglett, Finance Director

  McQueen Limited                                                020 7667 6861
  (Financial adviser to W&DB)
  Jim Fallon
  George Fleet

  Hudson Sandler                                                 020 7796 4133
  (PR adviser to W&DB)
  Nick Lyon
  Wendy Baker

  ECI
  Roger Hunt, Chairman                                           07957 872 476
  Tim Udell, Chief Executive                                     07968 330 942

  Moore Stephens Corporate Finance                               020 7334 9191
  (Financial adviser to ECI)
  Philip Cowan
  Arthur Davey

  Humberts Leisure LLP                                           020 7629 6700
  (Surveyors and advisers to ECI)
  Anthony Miller



This announcement does not constitute an offer or invitation to purchase any
securities.  The Offer will be made solely by means of the Offer Document and
the acceptance form accompanying the Offer Document, which will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted.  ECI Shareholders are advised to read the Offer Document and
accompanying acceptance form when they are sent to them because they will
contain important information.

McQueen Limited, 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 Offer and will not be responsible to anyone other than W&DB
for providing the protections afforded to clients of McQueen Limited nor for
providing advice in relation to the Offer or in relation to the contents of this
announcement.

Moore Stephens Corporate Finance, a division of Moore Stephens, which is
authorised and regulated by the Financial Services Authority for investment
business, is acting exclusively for ECI and no-one else in connection with the
Offer and will not be responsible to anyone other than ECI for providing the
protections afforded to clients of Moore Stephens Corporate Finance nor for
providing advice in relation to the Offer or in relation to the contents of this
announcement.

The Offer will not be made, directly or indirectly, in or into, and will not be
capable of acceptance in or from the United States, Canada, Australia or Japan.
Custodians, nominees and trustees should observe these restrictions and should
not send or distribute documents in, into or from the United States, Canada,
Australia or Japan.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether informal or formal) to acquire or control relevant
securities of ECI, owns or controls, or becomes the owner or controller of,
directly or indirectly, one per cent or more of any class of securities of ECI
is required to disclose, by not later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction, dealings in
such securities of that company (or in any option in respect of, or derivative
referenced to, such securities) during the period to the date on which the Offer
becomes or is declared unconditional as to acceptances or lapses or is otherwise
withdrawn.

Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of ECI by W&DB or ECI, or by any of their respective associates
(within the meaning of the City Code), must also be disclosed.

If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.


                           APPENDIX 1
              CONDITIONS AND CERTAIN FURTHER TERMS
                         OF THE OFFER
     
1.   Conditions of the Offer

The Offer will be subject to the following conditions:

(a)  valid acceptances being received (and not, where permitted, withdrawn) by 
     not later than 3.00 p.m. (London time) on the first closing date of the 
     Offer (or such later time(s) and/or date(s) as W&DB may, subject to the
     rules of the City Code, decide) in respect of not less than 90 per cent (or 
     such lower percentage as W&DB may decide) in nominal value of the ECI 
     Shares to which the Offer relates, provided that this condition will not be 
     satisfied unless W&DB and/or any Associate shall have acquired or agreed to 
     acquire (whether pursuant to the Offer or otherwise) ECI Shares carrying in 
     aggregate more than 50 per cent of the voting rights then normally 
     exercisable at a general meeting of ECI, including for this purpose (except 
     to the extent otherwise agreed by the Panel) any such voting rights 
     attaching to any ECI Shares that are unconditionally allotted or issued 
     before the Offer becomes or is declared unconditional as to acceptances, 
     whether pursuant to the exercise of any outstanding subscription or 
     conversion rights or otherwise; and for this purpose:
          
     (i)   any reference to 'shares to which the Offer relates' shall be 
           construed in accordance with sections 428-430F of the Companies Act 
           1985;

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

     (iii) valid acceptances shall be deemed to have been received in respect of 
           ECI Shares which are treated for the purposes of section 429(8) of 
           the Companies Act 1985 as having been acquired or contracted to be 
           acquired by W&DB by virtue of acceptances of the Offer;
     
(b)  no Third Party having intervened and there not continuing to be outstanding 
     any statute, regulation or order of any Third Party in each case which 
     would or might reasonably be expected to:
          
     (i)   make the Offer, its implementation or the acquisition or proposed 
           acquisition by W&DB of any shares or other securities in, or control 
           or management of, ECI void, illegal or unenforceable in any 
           jurisdiction, or otherwise directly or indirectly restrain, prevent,
           prohibit, restrict or delay the same or impose additional conditions 
           or obligations with respect to the Offer or such acquisition, or 
           otherwise materially impede, challenge or interfere with the Offer or 
           such acquisition, or require amendment to the terms of the Offer or 
           the acquisition or proposed acquisition of any ECI Shares or the 
           acquisition of control or management of ECI by W&DB;
           
     (ii)  limit or delay, or impose any material limitations on, the ability of 
           W&DB or ECI to acquire or to hold or to exercise effectively, 
           directly or indirectly, all or any rights of ownership in respect of 
           shares or other securities in, or to exercise voting or management
           control over, ECI;

     (iii) require or prevent the divestiture by W&DB of any shares or other 
           securities in ECI;

     (iv)  require or prevent the divestiture by W&DB or by ECI of all or any 
           portion of the businesses, assets or properties of ECI or limit the 
           ability of ECI to conduct its business or to own or control any of 
           its assets or properties or any material part thereof;

     (v)   except pursuant to Part XIIIA of the Companies Act 1985, require any 
           member of the W&DB Group or ECI to acquire, or to offer to acquire, 
           any shares or other securities (or the equivalent) in ECI owned by 
           any third party;

     (vi)  limit the ability of any member of the W&DB Group or ECI to conduct 
           or integrate or co-ordinate its business, or any part of it, with all 
           or any material part of the businesses of any other member of the 
           W&DB Group or of ECI;

     (vii) result in ECI ceasing to be able to carry on business under any name 
           under which it presently does so; or

    (viii) otherwise adversely affect any or all of the business, assets, 
           profits, financial or trading position of ECI,

     and all applicable waiting and other time periods during which any Third 
     Party could intervene under the laws of any relevant jurisdiction having 
     expired, lapsed or been terminated;

(c)  all notifications and filings which are necessary, or are reasonably 
     considered appropriate by W&DB, 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 statutory or regulatory obligations in any relevant 
     jurisdiction having been complied with in each case in connection with the 
     Offer or the acquisition or proposed acquisition of any shares or other 
     securities in, or control or management of, ECI by W&DB;

(d)  all Authorisations which are necessary or are reasonably considered 
     necessary or appropriate by W&DB in any relevant jurisdiction for or in 
     respect of the Offer or the acquisition or proposed acquisition of any 
     shares or other securities in, or control or management of, ECI by W&DB 
     having been obtained, in terms and in a form reasonably satisfactory to 
     W&DB, from all appropriate Third Parties in each case where the absence of 
     such Authorisation would have a material adverse effect on ECI and all such 
     Authorisations remaining in full force and effect and there being no notice 
     or intimation of any intention to revoke, suspend, restrict, modify or not 
     to renew any of the same;

(e)  since 29 May 2004 and save as Disclosed, there being no provision of any 
     arrangement, agreement, licence, permit, franchise or other instrument to 
     which ECI is a party, or by or to which ECI or any of its assets is or are 
     or may be bound, entitled or subject or any circumstance, which, in each 
     case as a consequence of the Offer or the acquisition or proposed
     acquisition of any shares or other securities in, or control of, ECI by 
     W&DB or otherwise, could or might reasonably be expected to result in:
           
     (i)   any monies borrowed by or any other indebtedness or liabilities 
           (actual or contingent) of, or any grant available to, ECI being or 
           becoming repayable or capable of being declared repayable immediately 
           or prior to its stated repayment date or the ability of ECI to borrow 
           monies or incur any indebtedness being withdrawn or inhibited or 
           becoming capable of being withdrawn;

     (ii)  the creation or enforcement of any mortgage, charge or other security 
           interest over the whole or any part of the business, property, assets 
           or interests of ECI or any such mortgage, charge or other security 
           interest (wherever created, arising or having arisen) becoming
           enforceable;

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

     (iv)  any asset or interest of ECI being or falling to be disposed of or 
           ceasing to be available to ECI or any right arising under which any 
           such asset or interest could be required to be disposed of or could 
           cease to be available to ECI otherwise than in the ordinary course of
           business;
          
     (v)   ECI ceasing to be able to carry on business under any name under 
           which it presently does so;
           
     (vi)  the creation of material liabilities (actual or contingent) by ECI 
           other than in the ordinary course of business;
           
     (vii) the rights, liabilities, obligations or interests of ECI under any 
           such arrangement, agreement, licence, permit, franchise or other 
           instrument or the interests or business of ECI in or with any other 
           person, firm, company or body (or any arrangement or arrangements 
           relating to any such interests or business) being terminated or 
           adversely modified or affected; or

    (viii) the financial or trading position or the prospects or the value of 
           ECI being prejudiced or adversely affected, to an extent which is 
           material,

     and no event having occurred which, under any provision of any such 
     arrangement, agreement, licence, permit, franchise or other instrument, 
     could result in or would be reasonably likely to result in any of the 
     events or circumstances which are referred to in paragraphs (i) to (viii) 
     of this condition (e);

(f)  since 29 May 2004 and save as Disclosed, ECI not having:
          
     (i)   issued or agreed to issue, or authorised the issue of, additional 
           shares of any class, or securities convertible into or exchangeable 
           for, or rights, warrants or options to subscribe for or acquire, any 
           such shares or convertible or exchangeable securities other than any 
           options granted as disclosed in writing to W&DB prior to the date 
           hereof;
           
     (ii)  purchased or redeemed or repaid any of its own shares or other 
           securities or reduced or made any other change to any part of its 
           share capital to an extent which is material;
          
     (iii) recommended, declared, paid or made any bonus, dividend or other 
           distribution whether payable in cash or otherwise;
           
     (iv)  made or authorised any change in its loan capital;

     (v)   merged with, demerged or acquired any body corporate, partnership or 
           business or acquired or disposed of or transferred, mortgaged, 
           charged or created any security interest over any assets or any 
           right, title or interest in any assets (including shares in any
           undertaking and trade investments) or authorised the same (which is 
           material);
          
     (vi)  issued or authorised the issue of, or made any change in or to, any 
           debentures or incurred or increased any indebtedness or liability 
           (actual or contingent) which is material;

     (vii) 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 reasonably likely to involve an obligation of such 
                nature or magnitude; or
                
           (B)  is reasonably likely to restrict the business of ECI; or
               
           (C)  is other than in the ordinary course of business, and which in 
                any case is material;

    (viii) entered into, implemented, effected or authorised any merger, 
           demerger, reconstruction, amalgamation, scheme, commitment or other 
           transaction or arrangement in respect of itself otherwise than in the 
           ordinary course of business which in any case is material;
           
    (ix)   entered into or varied the terms of any contract, agreement or 
           arrangement with any of the directors or senior executives of ECI;
         
    (x)    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, administrator, administrative 
           receiver, trustee or similar officer of all or any material part of 
           its assets and revenues or any analogous proceedings in any 
           jurisdiction or appointed any analogous person in any jurisdiction 
           which in any case is material;

    (xi)   been unable, or admitted in writing that it is unable, to pay its 
           debts 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 with a material adverse effect on ECI;

    (xii)  waived or compromised any claim which is material;

    (xiii) made any alteration to its memorandum or articles of association 
           which is material in the context of the Offer;

    (xiv)  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 ECI in a 
           manner which is material; or

    (xv)   entered into any agreement, commitment or arrangement or passed any 
           resolution or made any offer (which remains open for acceptance) or 
           proposed or announced any intention with respect to any of the 
           transactions, matters or events referred to in this condition (f);
     
(g)  since 29 May 2004 and save as Disclosed:
          
     (i)   there having been no adverse change or deterioration in the business, 
           assets, financial or trading positions or profit or prospects of ECI 
           which in any case is material;

     (ii)  no contingent or other liability of ECI having arisen or become 
           apparent or increased which in any case is material;

     (iii) no litigation, arbitration proceedings, prosecution or other legal 
           proceedings to which ECI is or may become a party (whether as 
           plaintiff, defendant or otherwise) having been threatened, announced, 
           implemented or instituted by or against or remaining outstanding 
           against or in respect of ECI which in any case is material; and

     (iv)  (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 ECI which in any case is 
           material; and
     
(h)  W&DB not having discovered that any financial or business or other 
     information concerning ECI disclosed at any time by or on behalf of ECI,
     whether publicly, to any member of the W&DB Group or otherwise, is 
     misleading or contains any misrepresentation of fact or omits to state a 
     fact necessary to make any information contained therein not misleading and 
     which was not subsequently corrected before the date hereof by disclosure 
     either publicly or otherwise to W&DB to an extent which in any case is 
     material.

For the purpose of these conditions:
          
     (i)   'Third Party' means any central bank, government, government 
           department or governmental, quasi-governmental, supranational, 
           statutory, regulatory or investigative body, authority (including any 
           national anti-trust or merger control authority), court, trade 
           agency, association, institution or professional or environmental 
           body or any other person or body whatsoever in any relevant 
           jurisdiction;

     (ii)  a Third Party shall be regarded as having 'intervened' if it has 
           decided to take, institute, implement or threaten any action, 
           proceeding, suit, investigation, enquiry or reference or made,
           proposed or enacted any statute, regulation, decision or order or 
           taken any measures or other steps or required any action to be taken 
           or information to be provided or otherwise having done anything and 
           'intervene' shall be construed accordingly;

     (iii) 'Authorisations' means authorisations, orders, grants, recognitions, 
           determinations, certificates, confirmations, consents, licences, 
           clearances, provisions and approvals; and

     (iv)  'Disclosed' means as disclosed in ECI's annual report and accounts 
           for the year ended 29 May 2004 or as otherwise fairly disclosed in 
           writing to W&DB or its professional advisers by or on behalf of ECI 
           prior to the date hereof including by way of inclusion in the data 
           room made available to W&DB and its professional advisers by ECI.

Subject to the requirements of the Panel, W&DB reserves the right to waive all
or any of the above conditions, in whole or in part, except condition (a).

Conditions (b) to (h) (inclusive) must be fulfilled, be determined by W&DB to be
or remain satisfied or (if capable of waiver) be waived by midnight on the 21st
day after the later of the first closing date of the Offer and the date on which
condition (a) is fulfilled (or in each case such later date as W&DB may, with
the consent of the Panel, decide), failing which the Offer will lapse. W&DB
shall be under no obligation to waive (if capable of waiver), to determine to be
or remain satisfied or to treat as fulfilled any of conditions (b) to (h)
(inclusive) by a date earlier than the latest date specified above for the
fulfilment of that condition, notwithstanding that the other conditions of the
Offer may at such earlier date have been waived or fulfilled and that there are,
at such earlier date, no circumstances indicating that any condition may not be
capable of fulfilment.

If the Panel requires W&DB to make an offer for ECI Shares under the provisions
of Rule 9 of the City Code, W&DB may make such alterations to the conditions of
the Offer, including to condition (a), as are necessary to comply with the
provisions of that Rule.

The Offer will lapse if the acquisition of ECI by W&DB is referred to the
Competition Commission before the later of 3.00 p.m. (London time) on the first
closing date of the Offer and the date when the Offer becomes or is declared
unconditional as to acceptances.

If the Offer lapses, it will cease to be capable of further acceptance.  ECI
Shareholders who have accepted the Offer and W&DB shall then cease to be bound
by acceptances delivered on or before the date on which the Offer lapses.
     
2.   Certain further terms of the Offer

ECI Shares will be acquired by W&DB fully paid and free from all liens,
equitable interests, charges, encumbrances and other third party rights of any
nature whatsoever and together with all rights attaching to them, including the
right to receive and retain all dividends and distributions (if any) declared,
made or payable after the date of this announcement.

The Offer will be on the terms and will be subject, inter alia, to the
conditions which are set out in this Appendix 1 and those terms which will be
set out in the Offer Document and such further terms as may be required to
comply with the provisions of the City Code.  The Offer and any acceptances
thereunder will be governed by English law.

The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions.  Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.


                              APPENDIX 2
                           Bases and Sources
     
1.   The value attributed to the existing issued share capital of ECI is based 
     upon the 10,663,069 ECI Shares in issue on 23 August 2005.

2.   Unless otherwise stated, the financial information on W&DB is extracted 
     from W&DB's Annual Report and Accounts for the years ended 27 September 
     2003 and 2 October 2004.

3.   Unless otherwise stated, the financial information on ECI is extracted 
     from ECI's Annual Report and Accounts for the years ended 1 June 2002,
     31 May 2003 and 29 May 2004.

4.   Details of the irrevocable undertakings from ECI Shareholders are set out 
     in the table below.

Name                      Number of ECI Shares to which the irrevocable relates
Stephen Gee                                       2,000
Roger Hunt                                       25,000
Peter Mathews                                    15,000
Tim Udell                                        20,000
TOTAL                                            62,000


                              APPENDIX 2
                             Definitions

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

'Associate'                                       has the meaning given in section 430E of the Companies Act 1985

'Australia'                                       the Commonwealth of Australia, its territories and possessions

'Canada'                                          Canada, its provinces and territories and all areas under its
                                                  jurisdiction and political sub-divisions thereof

'City Code'                                       the City Code on Takeovers and Mergers

'ECI'                                             English Country Inns PLC

'ECI Shareholders'                                holders of ECI Shares

'ECI Shares'                                      includes:

                                                  (i)     the existing unconditionally allotted or issued and fully
                                                  paid ordinary shares of 50 pence each in the capital of ECI; and

                                                  (ii)    any further ordinary shares of 50 pence each in the capital
                                                  of ECI which are unconditionally allotted or issued and fully paid
                                                  before the date on which the Offer closes or before such earlier date
                                                  as W&DB (subject to the City Code) may determine not being earlier
                                                  than the date on which the Offer becomes or is declared unconditional
                                                  as to acceptances

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

'Offer'                                           the recommended cash offer to be made by or on behalf of W&DB to
                                                  acquire the ECI Shares, including, where the context so requires, any
                                                  subsequent revision, variation, extension or renewal of such offer

'Offer Document'                                  the document containing the formal Offer to ECI Shareholders

'Offer Price'                                     128 pence per ECI Share

'Panel'                                           the Panel on Takeovers and Mergers

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

'United States of America' or 'United States'     the United States of America, its territories and possessions, any
                                                  state of the United States and the District of Columbia

'W&DB'                                            The Wolverhampton & Dudley Breweries, PLC

'W&DB Group'                                      W&DB and its subsidiaries and subsidiary undertakings

For the purposes of this announcement, 'subsidiary', 'subsidiary undertaking', '
undertaking' and 'associated undertaking' have the meanings given by the
Companies Act 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule
4A of the Companies Act 1985).

All times referred to are London time unless otherwise stated.


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