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Jacks (William) PLC (JCKS)

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Tuesday 31 January, 2006

Jacks (William) PLC

OFFER FOR WILLIAM JACKS PLC

Jacks(William) PLC
31 January 2006

                          OFFER FOR WILLIAM JACKS PLC

                             FOR IMMEDIATE RELEASE

Not for release, publication or distribution in whole or in part in or into the
United States, Canada, The Republic of Ireland, South Africa or Japan or in any
 other jurisdiction where to do so would constitute a violation of the relevant
                           laws of such jurisdiction.


                                                                 31 January 2006


                        SYTNER GROUP LIMITED ('SYTNER')
  RECOMMENDED UNCONDITIONAL MANDATORY OFFER ('THE OFFER') FOR WILLIAM JACKS PLC 
                              ('WILLIAM JACKS')


Summary
     
•    The Board of Directors of Sytner is pleased to announce that, Brewin 
     Dolphin is making on its behalf an unconditional mandatory offer to the
     Shareholders of William Jacks for the ordinary share capital of William 
     Jacks not already beneficially owned by Sytner.

•    The Offer will be 91 pence in cash for each William Jacks Share, valuing 
     William Jacks existing issued ordinary share capital at approximately
     £10.04 million.

•    The Offer represents a premium of 43.3 %. to the Closing Price of 63.5
     pence per William Jacks Share on 9 December 2005 (the last dealing day 
     prior to the date on which William Jacks announced that it had been 
     notified of the execution of the Conditional Agreements which, if 
     completed, would lead to an obligation on Sytner to make an offer for the 
     remaining issued ordinary share capital of the Company).
     
•    Sytner currently beneficially owns 7,660,110 William Jacks Shares 
     representing approximately 69.4%. of the existing issued ordinary share 
     capital of William Jacks', and has received irrevocable undertakings to 
     accept (or procure the acceptance of) the Offer from Sir Peter Gadsden and 
     another shareholder in respect of 625,000 William Jacks Shares, 
     representing approximately 5.6% of the existing issued share capital of 
     William Jacks.
     
•    Commenting on the Offer, Gerard Nieuwenhuys, Group Managing Director of 
     Sytner, said:

     'The acquisition of William Jacks will allow Sytner to strengthen its
     relationships with its selected partners whilst providing the Enlarged 
     Group with increased scale which will generate purchasing power.'
     
•    Commenting on the Offer, Dato' Tan Kay Hock, Chairman of William Jacks
     said:

     'After careful consideration, the William Jacks Board has unanimously 
     decided to recommend the Offer to Shareholders.  The Offer provides 
     Shareholders with the opportunity to realise fair value and avoid dealing 
     costs'.

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


Press Enquiries

Sytner
Gerard Nieuwenhuys (Group Managing Director)                      0116 289 1010
Mark Carpenter (Finance Director)                                 0116 289 1010

Brewin Dolphin                                                    0845 270 8610
(Financial adviser to Sytner)
Neil Baldwin                                                      0845 270 8612
Keith Williams                                                    0845 270 8615

William Jacks                                                     01344 625 007
John Adair (Chief Executive)

Orange Corporate Finance
(Financial adviser to William Jacks)
Shane Moloney                                                     0207 312 0000



Appendix I sets out the further terms to which the Offer will be subject.
Defined terms have the meanings set out in Appendix II.  This announcement does
not constitute an offer or an invitation to purchase or subscribe for any
securities.  The Offer Document, containing the full terms of the Offer,
together with the Form of Acceptance, will be posted to William Jacks
Shareholders. The availability of the Offer to persons not resident in the UK
may be affected by the laws of the relevant jurisdiction in which they are
resident.  Persons who are not resident in the UK should obtain advice and
observe any applicable requirements.  The Offer will not be made, directly or
indirectly, in or into the United States, Canada, The Republic of Ireland, South
Africa or Japan, or by use of the mails, or by any means or instrumentality
(including, without limitation, facsimile transmission, electronic mail, telex
or telephone) of interstate or foreign commerce, or by any facility of a
national securities exchange, of the United States, Canada, The Republic of
Ireland, South Africa or Japan, and the Offer will not be capable of acceptance
by any such use, means, instrumentality or facility from or within the United
States, Canada, The Republic of Ireland, South Africa or Japan.  Accordingly,
copies of this announcement, the Offer Document and the Form of Acceptance will
not be, and must not be, mailed or otherwise distributed or sent in, into or
from the United States, Canada, The Republic of Ireland, South Africa or Japan
and persons receiving such documents (including custodians, nominees and
trustees) must not distribute or send them in, into or from the United States,
Canada, The Republic of Ireland, South Africa or Japan as doing so will make
invalid any purported acceptance of the Offer by persons in any such
jurisdiction.

Brewin Dolphin, a member of the London Stock Exchange, is authorised and
regulated by the Financial Services Authority to carry out investment business.
Brewin Dolphin is acting exclusively for Sytner and no-one else in connection
with the Offer and will not be responsible to anyone other than Sytner for
providing the protections afforded to clients of Brewin Dolphin nor for
providing advice in relation to the Offer or in relation to the content of this
announcement.

Orange Corporate Finance is authorised and regulated by the Financial Services
Authority to carry out investment business.  Orange Corporate Finance is acting
exclusively for William Jacks and no-one else in relation to the matters
described in this announcement and will not be responsible to anyone other than
William Jacks for providing the protections afforded to clients of Orange
Corporate Finance nor for providing advice in relation to the Offer or other
matters described in this announcement.

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 William Jacks, owns or controls, or becomes the owner or
controller of, directly or indirectly, one per cent. or more of any class of
securities of William Jacks 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 lapse or is otherwise withdrawn.

Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of William Jacks by Sytner or William Jacks, 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.




                          OFFER FOR WILLIAM JACKS PLC

                             FOR IMMEDIATE RELEASE

Not for release, publication or distribution in whole or in part in or into the
  United States, Canada, The Republic of Ireland, South Africa or Japan or any
 other jurisdiction where to do so would constitute a violation of the relevant
                           laws of such jurisdiction.

                                                                 31 January 2006

                        SYTNER GROUP LIMITED ('SYTNER')
  RECOMMENDED UNCONDITIONAL CASH OFFER FOR WILLIAM JACKS PLC ('WILLIAM JACKS')
     
1.   Introduction

The Sytner Board is pleased to announce that Brewin Dolphin is making on its
behalf, an unconditional mandatory offer to the Shareholders of William Jacks
for the ordinary share capital of William Jacks not already beneficially owned
by Sytner.

The Offer, which will be subject to the terms set out in Appendix I, will be
made on the following basis:


                for each William Jacks Share - 91 pence in cash.

     
•    The Offer values William Jacks entire existing issued share capital at
     approximately £10.04 million. The Offer represents a premium of 43.3 %. to 
     the Closing Price of 63.5 pence per William Jacks Share on 9 December 2005 
     (the last dealing day prior to the date on which William Jacks announced 
     that it had been notified of the execution of the Conditional Agreements 
     which, if completed, would lead to an obligation on Sytner to make an offer 
     for the remaining issued ordinary share capital of the Company).

     
2.   Background to and reasons for the Offer

On 12 December 2005 the board of directors of William Jacks announced that they
had been notified that Johan Holdings Berhad (''JHB'') and its subsidiaries,
Jacks International Limited (''JIL''), Johan Investment Pte Limited and Abacus
Pacific N.V. (together ''the Sellers'') had that day entered into conditional
agreements (''the Conditional Agreements'') with Sytner to dispose of all
ordinary shares held by the Sellers in the Company (and which total in
aggregate, 7,660,110 Ordinary Shares representing, in aggregate, approximately
69.4% of the entire issued ordinary share capital of the Company) at a price of
91 pence per ordinary share. The acquisition of those shares by Sytner was
conditional only on the passing of all resolutions, at a general meeting of JIL,
necessary to approve the sale of such of those shares as were held by JIL.

In late November 2005, an independent committee of the William Jacks Board (''
the Independent Committee'') was established to consider the merits of the
approach from Sytner. The Independent Committee consisted of John Adair, Sir
Peter Gadsden, Malcolm Fleming, Andrew Dick and Michael Dodds, being all the
directors of the Company other than Dato' Tan Kay Hock, Datin Tan Swee Bee and
Lam Yue Pak who are representatives of the entities which were in the process of
selling William Jacks Shares to Sytner. As this transaction has now been
completed, these directors are no longer considered to have any conflict of
interest, and the Independent Committee has been disbanded.

Following completion of the Acquisition, Sytner became subject to an obligation
to make a mandatory offer for the entire issued ordinary share capital of the
Company not already beneficially owned by Sytner, in accordance with Rule 9 of
the Code at a price of not less than 91 pence per Ordinary Share.

Today it was announced that the William Jacks Board had reached agreement with
the Sytner Board on the terms of a recommended unconditional cash Offer to be
made by Brewin Dolphin on behalf of Sytner to acquire the whole of the issued
ordinary share capital of William Jacks, which it does not already own.

The Sytner Group has acquired and integrated many motor retail businesses and
groups of businesses in the past ten years. The Sytner Group and William Jacks
operate primarily in the prestige sector of the motor retailing industry, and,
as such, the strategies and cultures of both businesses are closely mirrored in
one another. The Sytner Directors believe the acquisition will provide the
Sytner Group with a wider customer base and enlarge its geographical spread of
locations.

The acquisition of William Jacks will allow Sytner to strengthen its
relationships with its selected partners whilst providing the Enlarged Group
with increased scale, which will generate improved purchasing power. Sytner's
aim is to operate the acquired businesses profitably.

     
3.   Recommendation

The William Jacks Directors have for some time been concerned that the price of
William Jacks Shares has not fully reflected the value of the Company's
business. The William Jacks Directors considered that, in order to improve the
Company's financial performance, it would be necessary either to seek to acquire
other businesses  which would have required the issue of additional shares, or
for the Company to become part of a bigger group.

Against this background, the William Jacks Directors have been reviewing
alternative strategies for the Company and have concluded that the Offer
represents an opportunity which they consider as being in the best interests of
the William Jacks Shareholders as a whole, at the present time.

In addition, the Company's defined benefit pension scheme has a significant
funding deficit. This was quantified, in the audited financial statements at 31
January 2005, as a net pension liability of £3,715,000. The William Jacks
Directors feel that the additional contributions required to fund this deficit
will stretch the Company's working capital resources in the short and medium
term.

In view of the significant proportion of the William Jacks Shares which Sytner
has already beneficially acquired, and the associated control it therefore has
over the future direction and ownership of the Company, the William Jacks Board
believes the prospect of other attractive alternative offers being made for the
minority stake to be remote.

The value of the Offer, which is payable in cash, represents a premium of
approximately 27.5% to 71.4 pence, the average price at which the William Jacks
Shares have traded during the year to 9 December 2005 (the last dealing day
prior to the date on which William Jacks announced that it had been notified of
the execution of the Conditional Agreements) and a premium of approximately
43.3% to the Closing Price of 63.5 pence, which was the closing mid-market share
price on 9 December 2005. Furthermore, the Offer is an enhanced price of
approximately 169.4% of the net asset value per ordinary share of 53.7 pence as
at 31 July 2005, as derived from the unaudited interim balance sheet.

The William Jacks Board which has been so advised by Orange Corporate Finance,
considers the terms of the Offer to be fair and reasonable. In providing advice
to the William Jacks Board, Orange Corporate Finance has taken into account the
William Jacks Board's commercial assessment of the Offer.

Accordingly, the William Jacks Directors unanimously recommend William Jacks
Shareholders to accept the Offer, as Sir Peter Gadsden, the only William Jacks
Director with an interest in William Jacks Shares, has irrevocably undertaken to
do in respect of his entire beneficial holding of 70,000 William Jacks Shares,
representing approximately 0.63% of William Jacks' issued ordinary share
capital. In addition Sytner has received an irrevocable undertaking from another
William Jacks Shareholder to accept the Offer in respect of 555,000 William
Jacks Shares. Sytner already beneficially owns 7,660,110 William Jacks Shares
and with the William Jacks Shares the subject of the irrevocable undertaking
from Sir Peter Gadsden, and the other irrevocable undertakings referred to in
paragraph 7 below, beneficially holds Shares or rights over Shares amounting in
aggregate, to 8,285,110 William Jacks Shares, representing approximately 75.07%
of William Jacks' issued Ordinary Share capital.

     
4.   Management and employees

Sytner has confirmed its intentions that the existing rights, including any
pension rights, of all employees of the William Jacks Group will be fully
safeguarded following the Offer.

It has been announced that John Adair will retire from the William Jacks Board
in April 2006. It is intended that Dato' Tan Kay Hock, Datin Tan Swee Bee and
Lam Yue Pak will leave the William Jacks Board following the First Closing Date.
Michael Dodds will assist with the integration of William Jacks within the
Sytner Group during the month of February and the current intention is that Mr
Dodds will leave the William Jacks Board at the end of February 2006. Sytner
will assess the position of the remaining William Jacks Directors following the
issue of the Offer Document.

     
5.   Information relating to Sytner

The Sytner Group is one of the largest retailers of prestige motor vehicles in
the UK. Operating from over 75 locations and representing 19 franchises, the
Sytner Group has expanded successfully through acquisitive and organic means.
Sytner has representation in England, Scotland and Wales and now employs
approximately 3,900 employees.

Financial information relating to Sytner, extracted without material adjustment
from Sytner results for the three financial periods ended 31 December 2004, is
set out below:

                                                                  2004           2003           2002
                                                                                            (10 months)
                                                                 £'000          £'000          £'000

Tunover                                                        1,569,221      1,137,020       670,269
Operating profit                                                 33,317         20,319         13,617
Profit before tax                                                29,721         17,545         10,115
Net assets                                                       76,986         53,275         45,886

     
6.   Information relating to William Jacks

William Jacks is an AIM listed company engaged in motor car distribution,
servicing and retail finance:

•    Distribution and servicing

The Company supplies and services cars manufactured by BMW, MINI, Rolls-Royce,
Jaguar, Land Rover, Volvo, Honda and Chrysler from 16 locations in the South of
England. These locations are typically dedicated to one manufacturer, offering
vehicle supply and service.

•    Retail Finance

William Jacks offers finance packages for new and used cars. These packages are
available to companies providing fleets of cars and private individuals
including complementary products such as motor insurance and shortfall
insurance.

Financial information on William Jacks, extracted without material adjustment
from William Jacks' results for the three financial years ended 31 January 2005,
is set out below:

                                                              2005         2004         2003
                                                             £'000        £'000        £'000
Turnover                                                    182,470      183,899      178,278
Operating profit                                              982          556         1,622
Profit before tax                                             508           57          825

     
7.   Irrevocable undertakings

An irrevocable undertaking to accept the Offer has been given by Sir Peter
Gadsden, (in respect of 70,000 shares held by him) being the only William Jacks
Director who holds William Jacks Shares.  This irrevocable undertaking is
binding in all circumstances.

An irrevocable undertaking has also been received from another shareholder in
the Company in respect of 555,000 William Jacks Shares held or controlled by it,
representing approximately 5.03% of the current issued ordinary share capital of
William Jacks. This undertaking will cease to be binding if a competing offer
for William Jacks is made which values a William Jacks Share at more than a 10%
premium to the Offer price of 91 pence per Share.

Sytner has therefore received irrevocable undertakings to accept or procure the
acceptance of the Offer, or beneficially owns, in aggregate, 8,285,110 William
Jacks Shares, representing approximately 75.07% of the current issued ordinary
share capital of William Jacks.

     
8.   Disclosure of interests in William Jacks

As at the date of this announcement, Sytner beneficially owns 7,660,110 William
Jacks Shares, representing approximately 69.4% of William Jacks' existing issued
ordinary share capital.


9.   Financing

The Offer, if accepted in full, would require a total cash consideration of
approximately £3.1 million, which will be funded by Sytner from existing cash
resources and bank facilities.

Brewin Dolphin is satisfied that resources are available to Sytner which are
sufficient to satisfy the cash consideration payable to William Jacks
Shareholders in the event of full acceptance of the Offer.


10.  General

It is intended that the Offer Document will be published and posted to William
Jacks Shareholders today.

The Offer is subject to the terms set out in Appendix I.

Certain terms used in this announcement are defined in Appendix II.

This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.  The Offer Document, containing the full terms and
conditions of the Offer, together with the Form of Acceptance, will be posted to
William Jacks Shareholders as soon as practicable.  The availability of the
Offer to persons not resident in the UK may be affected by the laws of the
relevant jurisdiction in which they are resident.  Persons who are not resident
in the UK should obtain advice and observe any applicable requirements.  The
Offer will not be made, directly or indirectly, in or into the United States,
Canada, The Republic of Ireland, South Africa or Japan, or by use of the mails,
or by any means or instrumentality (including, without limitation, facsimile
transmission, electronic mail, telex or telephone) of interstate or foreign
commerce, or by any facility of a national securities exchange, of the United
States, Canada, The Republic of Ireland, South Africa or Japan, and the Offer
will not be capable of acceptance by any such use, means, instrumentality or
facility from or within the United States, Canada, The Republic of Ireland,
South Africa or Japan.  Accordingly, copies of this announcement, the Offer
Document and the Form of Acceptance will not be, and must not be, mailed or
otherwise distributed or sent in, into or from the United States, Canada, The
Republic of Ireland, South Africa or Japan and persons receiving such documents
(including custodians, nominees and trustees) must not distribute or send them
in, into or from the United States, Canada, The Republic of Ireland, South
Africa or Japan as doing so will make invalid any purported acceptance of the
Offer by persons in any such jurisdiction.

Brewin Dolphin, a member of the London Stock Exchange, is authorised and
regulated by the Financial Services Authority to carry out investment business.
Brewin Dolphin is acting exclusively for Sytner and no-one else in connection
with the Offer and will not be responsible to anyone other than Sytner for
providing the protections afforded to clients of Brewin Dolphin nor for
providing advice in relation to the Offer or in relation to the content of this
announcement.

Orange Corporate Finance is authorised and regulated by the Financial Services
Authority to carry out investment business. Orange Corporate Finance is acting
exclusively for William Jacks and no-one else in relation to the matters
described in this announcement and will not be responsible to anyone other than
William Jacks for providing the protections afforded to clients of Orange
Corporate Finance nor for providing advice in relation to the Offer or other
matters described in this announcement.

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 William Jacks, owns or controls, or becomes the owner or
controller of, directly or indirectly, one per cent. or more of any class of
securities of William Jacks 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 lapse or is otherwise withdrawn.

Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of William Jacks by Sytner or William Jacks, 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 I
                               TERMS OF THE OFFER

The Offer will be subject to the following terms:

1. Specific terms
     
1.1           The Offer is in accordance with the applicable rules and
regulations of the City Code, will be governed by English law, will be subject
to the jurisdiction of the Courts of England and Wales and is subject to the
terms set out herein and the Form of Acceptance.

1.2           The Offer will extend to all William Jacks Shares other than the
William Jacks Shares already beneficially owned by Sytner or any person acting
or deemed to be acting in concert with it whilst the Offer remains open for
acceptance.

1.3           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 obtain advice about
and observe any applicable legal or regulatory requirements to those
jurisdictions.

1.4           The Offer is not being made directly or indirectly in or into the
United States, Canada, The Republic of Ireland, South Africa or Japan or any
jurisdiction where to do so would constitute a breach of securities laws in that
jurisdiction. Accordingly copies of this document are not being, and must not
be, mailed or otherwise distributed or sent in or into the United States,
Canada, The Republic of Ireland, South Africa or Japan or any other such
jurisdiction.

1.5           The William Jacks Shares which are the subject of the Offer will
be acquired, fully paid, 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 now or hereafter attaching thereto, including the right
to receive and retain in full all dividends and other distributions, if any,
declared or paid after 31 January 2006, the date when Sytner made the Offer.

2. Acceptance period

2.1          The Offer is initially open for acceptance until 1.00 p.m. on 21
February 2006. Sytner   reserves the right (but will not be obliged, other than
as required by the Panel) at any time and from time to time to extend the Offer
after such time.

2.2           If it is stated that the Offer will remain open until further
notice, then not less than 14 calendardays notice in writing will be given prior
to the closing of the Offer by or on behalf of Sytner to those William Jacks
Shareholders who have not accepted the Offer.

2.3           Sytner reserves the right to treat as valid in whole or in part
acceptances of the Offer which are not entirely in order or which are not
accompanied by the relevant share certificate(s) and/or other relevant document
(s) of title.

3. Announcements

3.1           Without prejudice to paragraph 4.1 below, by 8.00 a.m. on the
Business Day (the ''relevant day'') following the day on which the Offer is due
to expire or is increased (or such later time(s) and/or date(s) as the Panel may
agree), Sytner will make an appropriate announcement and inform a Regulatory
Information Service of the position. The announcement will state (unless
otherwise permitted by the Panel) the total number of William Jacks Shares (as
nearly as practicable):

3.1.1                 for which acceptances of the Offer have been received;

3.1.2                 held by or on behalf of Sytner;

3.1.3                 acquired or agreed to be acquired by or on behalf of
Sytner; and

3.1.4        will specify the percentage of William Jacks Shares represented by
each of these figures; in computing the number of William Jacks Shares
represented by acceptances and/or purchases there may, at the discretion of
Sytner, be included or excluded for announcement purposes subject to paragraph 4
below, acceptances and/or purchases which are not complete in all respects or
which are subject to verification.

3.2                 References to the making of an announcement or the giving of
notice by or on behalf of Sytner includes the release of an announcement by
Sytner to the press and the delivery by hand, telephone or facsimile or other
electronic transmission of an announcement to a Regulatory Information Service
and the delivery of any announcement to holders of William Jacks Shares (except
those with registered addresses in the United States, Canada, The Republic of
Ireland, South Africa or Japan, or any jurisdiction where to do so would
constitute a breach of securities laws in that jurisdiction). An announcement
made otherwise than to a Regulatory Information Service shall be notified
simultaneously (unless the Panel agrees otherwise) to a Regulatory Information
Service.

3.3           Without limiting the manner in which Sytner may choose to make any
public statement and subject to Sytner's obligations under applicable law,
Sytner will have no obligation to publish, advertise or otherwise communicate
any such public announcement other than by making a release to a Regulatory
Information Service.

4. Rights of withdrawal

4.1           If Sytner fails to comply by 3.30 p.m. on the relevant day (or
such later time and/or date as the Panel may agree) with any of the requirements
specified in paragraph 3.1 above, an accepting

Shareholder may (unless the Panel agrees otherwise) immediately thereafter
withdraw his acceptance of the Offer by written notice signed by such
Shareholder (or his agent duly appointed in writing and evidence of whose
appointment in a form satisfactory to Sytner is produced with the notice) and
received by Neville Registrars at the address set out on the front

page of this document on behalf of Sytner. This right of withdrawal may be
terminated not less than eight calendar days after the relevant day by Sytner
confirming, if that be the case, that the Offer is still unconditional as to
acceptances and complying with the other relevant requirements specified in
paragraph 3.1 above. If any such confirmation is given, the first period of 14
calendar days referred to in paragraph 2.2, will run from the date of that
confirmation and compliance.

4.2           Except as provided by paragraph 4.1, acceptances shall be
irrevocable.

4.3           In this paragraph 4, ''written notice'' (including any letter of
appointment, direction or authority) means notice in writing signed by the
relevant accepting Shareholder (or his/their agent(s) duly appointed in writing
and evidence of whose appointment satisfactory to Sytner is produced with the
notice). Facsimile or other electronic transmission or copies will not be
sufficient. A notice which is postmarked in, or otherwise appears to Sytner or
its agents to have been sent from the United States, Canada, The Republic of
Ireland, South Africa or Japan or any jurisdiction where to do so would
constitute a breach of securities laws in that jurisdiction (or by a US Proxy)
may not be treated as valid.

4.4           All questions as to the validity (including time of receipt) of
any notice of withdrawal will be determined by Sytner whose determination
(except as required by the Panel) will be final and binding. Neither Sytner nor
Neville Registrars nor any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give such notification.

5. Revised Offer

5.1                 Although no such revision is envisaged, if the Offer (in its
original or any previously revised form(s)) is revised (either in its terms or
in the value or form of the consideration offered or otherwise), and any such
revised Offer represents on the date on which the revision is announced (on such
basis as Brewin Dolphin may consider appropriate) an improvement (or no
diminution) in the value of the consideration of the Offer as so revised
compared with the value of the consideration or terms previously offered, or in
the overall value received by a William Jacks Shareholder (under or in
consequence of the Offer or otherwise), the benefit of the revised Offer will,
subject to paragraphs 5.3, 5.4 and 7 herein, be made available to any William
Jacks Shareholder who has validly accepted the Offer in its original or any
previously revised form(s) and who has not validly withdrawn such acceptance
before such revised Offer is announced (a ''Previous Acceptor''). The acceptance
by or on behalf of a Previous Acceptor of the Offer in its original or any
previously revised form(s) shall, subject to 17.2(b) paragraphs 5.3, 5.4 and 7
herein , be deemed to be an acceptance of the Offer as so revised and will also
constitute an authority to Sytner, Brewin Dolphin or any of their respective
directors, authorised representatives and agents as his attorney and/or agent;

5.1.1                 to accept any such revised Offer on behalf of such
Previous Acceptor;

5.1.2        if such revised Offer includes alternative forms of consideration,
to make on his behalf elections for and/or accept such alternative forms of
consideration on his behalf in such proportions as such attorney in his absolute
discretion thinks fit; and

5.1.3        to execute on behalf of and in the name of such Previous Acceptor
all such further documents and take such further actions (if any) as may be
required to give effect to such acceptances and/or elections.

In making any such acceptance or making any such election, the attorney will
take into account the nature of any previous acceptances and/or elections made
by the Previous Acceptor and such other facts or matters as be may reasonably
consider relevant.

5.2           Sytner and Brewin Dolphin reserve the right (subject to paragraph
5.1 above) to treat an executed Form of Acceptance relating to the Offer in its
original or any previously revised form(s) which is received (or dated) on or
after the announcement or issue of the Offer in any revised form as a valid
acceptance of the revised Offer (and, where applicable, a valid election for the
alternative form(s) of consideration). Such acceptance will constitute an
authority in the terms of paragraph 5.1 above, mutatis mutandis, on behalf of
the relevant William Jacks Shareholder.

5.3           The deemed acceptances and/or elections referred to in this
paragraph 5 shall not apply and the authorities conferred by this paragraph 5
shall not be exercised by Synter or Brewin Dolphin or any or their respective
directors, authorised representatives and agents if, as a result thereof, the
Previous Acceptor would (on such basis as Brewin Dolphin may reasonably consider
appropriate) thereby receive, under or in consequence of the Offer and/or any
alternative pursuant thereto as revised or otherwise, less in aggregate
consideration under the revised Offer than he would have received in aggregate
consideration as a result of acceptance of the Offer in the form in which it was
originally accepted by him or on his behalf, having regard to any previous
acceptance or election made by him, unless the Previous Acceptor has previously
otherwise agreed in writing.

5.4           The deemed acceptances and/or elections referred to in this
paragraph 5 will not apply and the authorities conferred by this paragraph will
be ineffective in the case of a Previous Acceptor who lodges with Neville
Registrars in the manner specified in paragraph 4.1, within 14 calendar days of
the posting of the document pursuant to which the revision of the Offer is made
available to William Jacks Shareholders, a Form of Acceptance or some other form
issued by or on behalf of Sytner in which the William Jacks Shareholders validly
elects to receive the consideration receivable by him under such revised Offer
in some other manner than that set out in his original acceptance.

6. General

6.1           When the Offer expires it will not be capable of further
acceptance.

6.2           Except with the consent of the Panel:

6.2.1        settlement of the consideration to which any Shareholder is
entitled under the Offer will be implemented in full in accordance with the
terms of the Offer without regard to any lien, right of set-off, counterclaim or
other analogous right to which Sytner may otherwise be, or claim to be, entitled
against that Shareholder; and

6.2.2        settlement of the consideration will be effected on the date and in
the manner prescribed in paragraph 10 of this Appendix. Subject to paragraph 7
of this Appendix, no consideration will be sent to an address in the United
States, Canada, The Republic of Ireland, South Africa or Japan.

6.3           The terms, provisions, instructions and authorities contained in
or deemed to be incorporated in the Form of Acceptance constitute part of the
terms of the Offer. Words and expressions defined in this document have the same
meaning when used in the Form of Acceptance unless the context requires
otherwise. The provisions herein shall be deemed to be incorporated and form
part of the Form of Acceptance.

6.4           If the expiry date of the Offer is extended, a reference in this
document and in the Form of Acceptance to 21 February 2006 will (except in
paragraph 1.1, and where the context requires otherwise) be deemed to refer to
the expiry date of the Offer as so extended.

6.5           Any omission or failure to dispatch this document, the Form of
Acceptance or any other document relating to the Offer and/or notice required to
be dispatched under the terms of the Offer to, or any failure to receive the
same by, any person to whom the Offer is, or should be, made shall not
invalidate the Offer in any way or create any implication that the Offer has not
been made to any such person. Subject to the provisions of paragraph 7 of this
Appendix, the Offer is made to any Shareholder to whom this document, the Form
of Acceptance or any related document may not be dispatched or by whom such
documents may not be received, and these persons may collect these documents
(during normal business hours only) from Neville Registrars, 18 Laurel Lane,
Halesowen, West Midlands B63 3DA.

6.6           Subject to the City Code, and notwithstanding any other provision
herein, Sytner reserve the right to treat as valid in whole or in part any
acceptance of the Offer if received by Sytner, Brewin Dolphin or Neville
Registrars or otherwise on behalf of any of them which is not entirely in order
or in the correct form or which is not accompanied by (as applicable) the
relevant share certificate(s) and/or other relevant document(s) or is received
by them at any place or places or in any form or manner determined by either
Sytner, Brewin Dolphin or Neville Registrars or any of them otherwise than as
set out in this document or in the Form of Acceptance. In that event, no payment
of cash under the Offer will be made until after the acceptance is entirely in
order and (as applicable) the title or indemnities satisfactory to Sytner have
been received by Neville Registrars.

6.7           The Offer and all acceptances thereof and all elections thereunder
or pursuant thereto, herein and in the Form of Acceptance and all contracts made
pursuant thereto and actions taken or made or deemed to be taken or made under
any of the foregoing shall be governed by and construed in accordance with
English law. No parties other than Sytner or Shareholders shall have any rights
under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
the Offer. Execution by or on behalf of a Shareholder of a Form of Acceptance
constitutes his irrevocable and unconditional submission, in relation to all
matters arising out of the Offer and the Form of Acceptance, to the jurisdiction
of the courts of England and nothing shall limit the right of Sytner to bring
any action, suit or proceeding arising out of or in connection with the Offer
and the Form of Acceptance in any other manner permitted by law or in any court
of any competent jurisdiction.

6.8           All powers of attorney, appointments of agents and authorities on
the terms conferred by or referred to herein or in the Form of Acceptance are
given by way of security for the performance of the obligations of the
Shareholder concerned and are irrevocable (in respect of powers of attorney in
accordance with section 4 of the Powers of Attorney Act 1971) except in the
circumstances where the donor of the power of attorney, appointment or authority
validly withdraws his acceptance in accordance with paragraph 4.

6.9           No acknowledgement of receipt of any Form of Acceptance, notice,
share certificate(s) or document(s) of title will be given by or on behalf of
Sytner. All communications, notices, certificates, documents of title and
remittances to be delivered by or sent to or from Shareholders (or their
designated agent(s)) will be delivered by or sent to or from them (or their
designated agent(s)) at their own risk.

6.10         Subject to this paragraph 6, the Offer is made on 31 January 2006
and is capable of  acceptance from and after that date. Forms of Acceptance,
copies of this document and any related documents may be collected (during
normal business hours only) from Neville Registrars, 18 Laurel Lane, Halesowen,
West Midlands B63 3DA.

6.11         All references herein to any statute or statutory provision shall
include a statute or statutory provision which amends, consolidates or replaces
the same (whether before or after the date hereof).

7. Overseas Shareholders

7.1           The making of the Offer in jurisdictions outside the United
Kingdom or to Overseas Shareholders or to persons who are custodians, nominees
of or trustees for such persons may be prohibited or affected by the laws of the
relevant jurisdictions. Such Overseas Shareholders should inform themselves
about and observe any applicable legal or regulatory requirements of such
jurisdictions. It is the responsibility of any Overseas Shareholder wishing to
accept the Offer to satisfy himself as to the full observance of the laws and
regulatory requirements of the relevant jurisdiction in connection with the
Offer, including obtaining of any governmental, exchange control or other
consents which may be required or the compliance with other necessary
formalities needing to be observed and the payment of any issue, transfer or
other taxes or duties or other requisite payments due in that jurisdiction. Any
such Overseas Shareholder shall be responsible for any such issue, transfer or
other taxes or duties or other payments by whomsoever payable and Sytner (and
any person acting on behalf of it) shall be fully indemnified and held harmless
by such Overseas Shareholders for any such issue, transfer or other taxes or
duties or other payments which Sytner (and any person acting on behalf of it)
may be required to pay. If you are an Overseas Shareholder and you are in doubt
about your position, you should consult your professional adviser in the
relevant jurisdiction immediately.

7.2           In particular, the Offer is not being made, directly or
indirectly, in or into the United States, or by use of the mails of, or by any
means or instrumentality (including, but not limited to facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, the United States, nor is it being made, directly or indirectly, in
or into Canada, The Republic of Ireland, South Africa or Japan or any
jurisdiction where to do so would constitute a breach of securities laws in that
jurisdiction and the Offer cannot be accepted by any such use, means or
instrumentality or facility or from within the United States, Canada, The
Republic of Ireland, South Africa or Japan or any other such jurisdiction.

7.3                 Accordingly, copies of this document, the Form of Acceptance
and any related Offer documents are not being (unless determined otherwise by
Sytner in its sole discretion), will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from the United States, Canada, The
Republic of Ireland, South Africa or Japan or any jurisdiction where to do so
would constitute a breach of securities laws in that jurisdiction including to
Shareholders with registered addresses in the United States, Canada, The
Republic of Ireland, South Africa or Japan or any other such jurisdiction or to
persons who Sytner knows to be custodians, trustees or nominees holding William
Jacks Shares for persons with addresses in the United States, Canada, The
Republic of Ireland, South Africa or Japan or any other such jurisdiction.
Persons receiving those documents (including, without limitation, custodians,
nominees and trustees) must not distribute, mail, forward or send them in, into
or from the United States, Canada, The Republic of Ireland, South Africa or
Japan or any other such jurisdiction or use such mails or any such means,
instrumentality or facility for any purpose directly or indirectly in connection
with the Offer, and so doing will invalidate any related purported acceptance of
the Offer.

7.4           Persons wishing to accept the Offer must not use the United
States, Canadian, South African, The Republic of Ireland or Japanese mails or
those of any jurisdiction where to do so would constitute a breach of securities
laws in that jurisdiction or any such means, instrumentality or facility for any
purpose directly or indirectly relating to acceptance of the Offer. All
Shareholders (including nominees, trustees or custodians) who may have a
contractual or legal obligation, or may otherwise intend, to forward this
document and/or Form of Acceptance, should read the further details in this
regard which are contained in this paragraph 7 and in Section B of Part 3 of the
Offer Document before taking any action. Envelopes containing Forms of
Acceptance, evidence of title or other documents relating to the Offer must not
be postmarked in the United States, Canada, The Republic of Ireland, South
Africa or Japan or other such jurisdiction or otherwise despatched from those
jurisdictions and all acceptors must provide addresses outside the United
States, Canada, The Republic of Ireland, South Africa or Japan or other such
jurisdiction for the receipt of the consideration to which they are entitled
under the Offer or for the return of the Form of Acceptance or documents of
title.

7.5           Subject as provided below, a Shareholder may be deemed NOT to have
accepted the Offer if:

7.5.1        he puts ''No'' in Box 5 of the Form of Acceptance and therefore
cannot give the representations and warranties set out in paragraph 2 of Section
B of Part 3 of the Offer Document;

7.5.2        he completes Box 3 of the Form of Acceptance with an address in the
United States, Canada, The Republic of Ireland, South Africa or Japan or any
jurisdiction where to do so would constitute a breach of securities laws in that
jurisdiction or has a registered address in the United States, Canada, The
Republic of Ireland, South Africa or Japan or other such jurisdiction and in any
such case does not insert in Box 6 of the Form of Acceptance the name and
address of a person or agent outside the United States, Canada, The Republic of
Ireland, South Africa or Japan or any other such jurisdiction to whom he wishes
the consideration to which he is entitled under the Offer to be sent;

7.5.3        he inserts in Box 6 of the Form of Acceptance the name and address
of a person or agent in the United States, Canada, The Republic of Ireland,
South Africa or Japan or other such jurisdiction to whom he wishes the
consideration to which he is entitled under the Offer to be sent; or

7.5.4        in any case, the Form of Acceptance received from him is in an
envelope postmarked in, or which otherwise appears to Sytner or its agents to
have been sent from, the United States, Canada, The Republic of Ireland, South
Africa or Japan or other such jurisdiction.

7.6           Sytner reserves the right, in its sole discretion, to investigate,
in relation to any acceptance, whether the representations and warranties set
out in paragraph 2 of Section B of tPart 3 of the Offer Document could have been
truthfully given by the relevant Shareholder and, if such investigation is made
and as a result Sytner determines (for any reason) that such representations and
warranties could not have been so given, such acceptance may be rejected as
invalid.

7.7           If any person, despite the restrictions described above and
whether pursuant to a contractual or legal obligation or otherwise, forwards
this document, the Form of Acceptance or any related document, into or from the
United States, Canada, The Republic of Ireland, South Africa or Japan or any
jurisdiction where to do so would constitute a breach of securities laws in that
jurisdiction or uses the mails or any means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic transmission or
telephones) of interstate or foreign commerce of, or any facilities of a
national, state or other securities exchange of, the United States, Canada, The
Republic of Ireland, South Africa or Japan or any other such jurisdiction in
connection with that forwarding, that person should:

7.7.1                 inform the recipient of such fact;

7.7.2        explain to the recipient that such action may invalidate any
purported acceptance of the Offer by the recipient; and

7.7.3        draw the attention of the recipient to this paragraph 7.

Notwithstanding the above, Sytner may in its sole and absolute discretion
provide cash consideration to a US person or a resident of Canada, The Republic
of Ireland, South Africa or Japan or any other such jurisdiction if requested to
do so by or on behalf of that person if Sytner is satisfied, in that particular
case, that to do so would not constitute a breach of any securities or other
relevant legislation of the United States, Canada, The Republic of Ireland,
South Africa or Japan or any other such jurisdiction, as appropriate.

7.8           Sytner reserves the right to notify any matter, including the
making of the Offer, to all or any Shareholders:

7.8.1                 with a registered address outside the United Kingdom; or

7.8.2        whom Sytner knows to be a custodian, trustee or nominee holding
Shares for persons who are citizens, residents or nationals of jurisdictions
outside the United Kingdom; and/or

7.8.3        by announcement in the United Kingdom by a Regulatory Information
Service or in any other appropriate manner or by paid advertisement in one or
more newspapers published and circulated in the United Kingdom. Such notice
shall be deemed to have been sufficiently given, despite any failure by any such
Shareholder to receive or see that notice.  A reference in this document to a
notice or the provision of information in writing by or on behalf of Sytner is
to be construed accordingly. No such document will be sent to an address in the
United States, Canada, The Republic of Ireland, South Africa or Japan or any
jurisdiction where to do so would constitute a breach of securities laws in that
jurisdiction.

7.9           If any written notice from a Shareholder withdrawing his
acceptance in accordance with paragraph 4 is received in an envelope postmarked
in, or which otherwise appears to Sytner or its agents to have been sent from,
the United States, Canada, The Republic of Ireland, South Africa or Japan or any
jurisdiction where to do so would constitute a breach of securities laws in that
jurisdiction, Sytner reserves the right, in its absolute discretion, to treat
that notice as invalid.

7.10         The provisions of this paragraph 7 and/or any other terms of the
Offer relating to Overseas Shareholders may be waived, varied or modified as
regards specific Shareholders or on a general basis by Sytner in its sole
discretion. Subject to this discretion, the provisions of this paragraph 7
supersede any terms of the Offer inconsistent with them. References in this
paragraph 7 to a Shareholder shall include the person or persons executing a
Form of Acceptance and, in the event of more than one person executing the Form
of Acceptance, the provisions of this paragraph 7 apply to them jointly and
severally.

Overseas Shareholders should inform themselves about and observe any applicable
legal or regulatory requirements. If you are in any doubt about your position,
you should consult your appropriate adviser in the relevant jurisdiction.

8. United Kingdom taxation

The following statements are intended as a general guide to the position under
current UK tax legislation and HM Revenue and Customs practice as at the date of
this document and relate only to certain limited aspects of the taxation
position of Shareholders who are resident (or, in the case of individuals,
resident or ordinarily resident) in the UK for tax purposes, who hold their
shares in William Jacks as an investment (and not to be realised in the course
of a trade) and who are the absolute beneficial owners of their shares.

Liability to taxation will depend upon the individual circumstances of each
Shareholder and this document does not constitute legal or tax advice. Any
Shareholder who is in any doubt about his own tax position, or who is subject to
tax in any jurisdiction other than in the UK, should consult an appropriate
professional adviser immediately.

Acceptance of the Offer will constitute a disposal of William Jacks Shares for
the purposes of UK taxation of capital gains (''CGT''). Such a disposal may,
depending on the individual circumstances of Shareholders and subject to any
available allowances, exemptions or reliefs (including, where appropriate,
indexation allowance and, for non-corporate Shareholders, taper relief), give
rise to a liability to CGT.

Shareholders who are neither resident nor ordinarily resident in the UK for UK
tax purposes are not subject to CGT unless they carry on a trade in the UK
through a branch or agency and the assets disposed of are used in, or for the
purposes of, the trade at or before the time when the capital gain accrued, or
the assets disposed of are used or held for the purposes of the branch or
agency, or are acquired for use by the branch or agency. They may however be
subject to a tax on capital gains in the jurisdiction in which they are
resident. No stamp duty or stamp duty reserve tax will be payable by
Shareholders as a result of accepting the Offer.

9. Procedure for acceptance of the Offer

This section should be read together with the notes on the Form of Acceptance
set out in Section B of Part 3 of the Offer Document which are deemed to be part
of the terms of the Offer.

You should complete the Form of Acceptance in accordance with the notes
contained therein and this paragraph 9.

In addition, you should complete a separate Form of Acceptance for certificated
William Jacks Shares held under different designations and uncertificated
William Jacks Shares held under different member account IDs. Additional Forms
of Acceptance are available (during normal business hours only) from Neville
Registrars, 18 Laurel Lane, Halesowen, West Midlands B63 3DA.

To accept the Offer in respect of all your William Jacks Shares, you must
complete Box 1 and Box 3 and, if appropriate, Boxes 4, 5 and Box 6. You must
also sign Box 2 on the Form of Acceptance in the presence of an independent
witness who should also sign, in accordance with the instructions printed
thereon. Corporate Shareholders should execute the Form of Acceptance in the
manner described in the Form of Acceptance.

9.1           Return of the Form of Acceptance

To accept the Offer, the completed and signed Form of Acceptance should be
returned either by post or by hand (during normal business hours only) to
Neville Registrars, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon as
possible and, in any event, so as to be received by no later than 1.00 p.m. on
21 February 2006. The completed Form of Acceptance should be accompanied by the
share certificate(s) for your certificated William Jacks Shares and/or other
document(s) of title. A reply-paid envelope (valid for posting in the UK only)
is enclosed for your convenience. No acknowledgement of receipt of documents
will be given.

9.2           Share certificates not readily available or lost

If for any reason the relevant share certificate(s) and/or other document(s) of
title is/are lost or not readily available, you should nevertheless complete,
sign and return the Form of Acceptance as stated above either by post or by hand
(during normal business hours only) to Neville Registrars at the address in
paragraph 9.1 so as to be received by no later than 1.00 p.m. on 21 February
2006 together with any share certificates(s) and/or other document(s) of title
which you may have available and a letter stating that the remaining document(s)
will follow or explaining that you have lost one or more of your share
certificate(s) and/or other document(s) of title. If not readily available, you
should arrange for the relevant share certificate(s) and / or other document(s)
of title to be forwarded as soon as possible. No acknowledgement of receipt of
documents will be given. In the case of lost share certificates, you should
contact William Jacks' registrars, Capita Registrars, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU for a letter of indemnity for lost share
certificate(s) and/or other document(s) of title which, when completed in
accordance with the instructions given, should be returned to Neville Registrars
at the address in paragraph 9.1 in the manner referred to in paragraph 9.1
above.

9.3                 Additional Procedures for William Jacks Shares in
uncertificated form (that is, in CREST):

9.3.1        If your William Jacks Shares are in uncertificated form, you must
insert in Box 4 of the enclosed Form of Acceptance the participant ID and member
account ID under which such William Jacks Shares are held by you in CREST and
otherwise complete and return the Form of Acceptance as described above. You
must also take (or procure to be taken) the action set out below to transfer to
an escrow balance the William Jacks Shares in respect of which you wish to
accept the Offer specifying (in its capacity as a CREST participant under its
participant ID referred to below) Neville Registrars as the escrow agent, as
soon as possible and in any event so that the transfer to escrow settles by no
later than 1.00 p.m. on 21 February 2006. If you are a CREST sponsored member,
you should refer to your CREST sponsor before taking any action. Your CREST
sponsor will be able to confirm details of your participant ID and the member
account ID under which your William Jacks Shares are held. In addition, only
your CREST sponsor will be able to send the TTE instruction to CRESTCo in
relation to your William Jacks Shares.

9.3.2        You should send (or, if you are a CREST sponsored member, procure
that your CREST sponsor sends) a TTE instruction to CRESTCo which must be
properly authenticated in accordance with CRESTCo's specifications and which
must contain, in addition to the other information that is required for a TTE
instruction to settle in CREST, the following details:

(i)                 the number of William Jacks Shares to be transferred to an
escrow balance;

(ii) your participant ID. This must be the same participant ID as the
participant ID that is inserted in Box 4 of the Form of Acceptance;

(iii) your member account ID. This must be the same member account ID as the
member account ID inserted in Box 4 of the Form of Acceptance;

(iv) the participant ID of the Escrow Agent (namely Neville Registrars, in its
capacity as a CREST receiving agent). This is 7RA11;

(v)  the member account ID of the Escrow Agent. This is JACKS;

(vi) the Form of Acceptance reference number. This is the reference number that
appears next to Box 4 on page 3 of the Form of Acceptance. This reference number
should be inserted in the first eight characters of the shared note field on the
TTE instruction. Such insertion will enable Neville Registrars to match the TTE
to your Form of Acceptance. You should keep a separate record of this reference
number for future reference;

(vii) the corporate action ISIN number for the Offer. This is
GB0004685458;

(viii) the intended settlement date. This should be as soon as possible and, in
any event, not later than 1.00 p.m. on 21 February 2006:

(ix)  input with standard delivery instruction of priority 80; and

(x) the corporate action number for the Offer. This is allotted by CRESTCo and
can be found by viewing the relevant details on screen in CREST.

After settlement of the TTE instruction, you will not be able to access the
William Jacks Shares concerned in CREST for any transaction or charging
purposes. When the Offer expires, the escrow agent will transfer the William
Jacks Shares concerned to itself in accordance with the procedures set out in
Section B of Part 3 of the Offer Document.

You are recommended to refer to the CREST manual published by CRESTCo for
further information on the CREST procedures outlined above. You are requested to
ensure that a completed Form of Acceptance relates to only one transfer to
escrow.

If no Form of Acceptance reference number, or an incorrect Form of Acceptance
reference number, is included on the TTE instruction, Sytner may treat any
amount of William Jacks Shares transferred to an escrow balance in favour of the
Escrow Agent specified above from the participant ID and member account ID
identified in the TTE instruction as relating to any Form(s) of Acceptance which
relate(s) to the same member account ID and participant ID (up to the number of
William Jacks Shares inserted or deemed to be inserted on the Form(s) of
Acceptance concerned).

You should note that CRESTCo does not make available special procedures in CREST
for any particular corporate action. Normal system timings and limitations will
therefore apply in connection with a TTE instruction and its settlement. You
should therefore ensure that all necessary action is taken by you (or by your
CREST sponsor) to enable a TTE instruction relating to William Jacks Shares to
settle prior to 1.00 p.m. on 21 February 2006. In this regard you are referred
in particular to those sections in the CREST manual concerning practical
limitations of the CREST system and timings.

Sytner will make an appropriate announcement if any of the details contained in
this paragraph 9.3 alter for any reason in any respect that is material for
holders of William Jacks Shares.

9.3.3        Normal CREST procedures (including timings) will apply in relation
to any William Jacks Shares that are, or are to be, converted from
uncertificated to certificated form, or from certificated to uncertificated
form, during the course of the Offer (whether any such conversion arises as a
result of a transfer of William Jacks Shares or otherwise). Holders of William
Jacks Shares who are proposing to convert any such shares are recommended to
ensure that the conversion procedures are implemented in sufficient time to
enable the person holding or acquiring the shares as a result of the conversion
to take all necessary steps in connection with an acceptance of the Offer (in
particular, as regards delivery of share certificate(s) and/or other document(s)
of title or transfers to an escrow balance described above) prior to 1.00 p.m.
on 21 February 2006.

9.4 Validity of acceptance

Subject to the terms of the Offer and the provisions of the City Code, Sytner
reserves the right to treat as valid in whole or in part any acceptance of the
Offer which is not entirely in order or (as applicable) the relevant share
certificate(s) and/or other document(s) of title. In the event, no payment of
cash under the Offer will be made until (as applicable) the relevant share
certificate(s) and/or document(s) of title or indemnities satisfactory to Sytner
has been received.

9.5 General

If you are in any doubt as to the procedure for acceptance, please contact
Neville Registrars by telephone on 0121 585 1131 or, if phoning from outside the
UK, on +44 121 585 1131 or in writing at the address in paragraph 9.1 above.

10. Settlement

Except as provided in paragraph 7 of this announcement (in respect of certain
Overseas Shareholders), settlement of the consideration to which any Shareholder
is entitled under the Offer will be effected in the case of acceptances of the
Offer received, complete in all respects by 1.00 p.m. on 21 February 2006,
within 14 days of such receipt, in the following manner:

10.1        Shares in uncertificated form (that is, in CREST,)

Where an acceptance relates to William Jacks Shares in uncertificated form,
settlement of the cash consideration to which an accepting holder of William
Jacks Shares is entitled will be paid by means of CREST by Sytner procuring the
making of a CREST payment obligation in favour of the accepting holder of
William Jacks Shares' payment bank in accordance with the CREST payment
arrangements in respect of the cash consideration due. in such case, settlement
will take place in accordance with normal CREST procedures and timings.

Sytner reserves the right to settle all or any part of the cash consideration
referred to above, for all or any accepting holder(s) of Shares, in the manner
referred to in paragraph 10.2 below, if, for any reason, it wishes to do so.

10.2        Shares in certificated form

Where an acceptance relates to William Jacks Shares in certificated form, Sytner
will procure the issue and dispatch by first class post (but not into the United
States, Canada, The Republic of Ireland, South Africa or Japan) of a cheque in
respect of the cash consideration to which such holder(s) of William Jacks
Shares is entitled under the Offer, at such Shareholder's risk, to the person or
agent whose name is set out in the appropriate box on the Form of Acceptance.

In the case of joint holders of William Jacks Shares, those cheques will be
dispatched to the joint holder whose name appears first in the register of
members. All documents and remittances will be sent at the risk of the person
entitled thereto. The settlement of any cash due will be dispatched by first
class post (or by such other method as the Panel may approve) at the risk of the
Shareholder. All such cash payments will be made in pounds sterling by cheque
drawn on a branch of a UK clearing bank.

11. General

Forms of Acceptance received after the Offer expires or where a Shareholder
withdraws their acceptance in accordance with the terms of the Offer, the
relevant Form of Acceptance, share certificate(s) and/or other document(s) of
title will be returned by post (or such other method as may be approved by the
Panel) within 14 days of the Offer expiring to the person or agent whose name
and address (outside the United States, Canada, Japan), The Republic of Ireland,
South Africa or any other such jurisdiction) is set out in the relevant box of
the Form of Acceptance or, if none is set out, to the first-named holder at his
registered address (outside the United States, Canada, Japan, The Republic of
Ireland, South Africa or any other such jurisdiction).

All documents and remittances sent by, to or from Shareholders or their
appointed agent will be sent at their own risk.




                                  APPENDIX II

                                  DEFINITIONS

In this announcement, the following words and expressions shall, except where
the context requires otherwise, have the following meanings:


'Acquisition'                          the acquisition by Sytner of the beneficial interest in 7,660,110
                                       William Jacks Shares from the Sellers

'AIM'                                  the market operated by the London Stock Exchange and known as AIM

'Brewin Dolphin'                       Brewin Dolphin Securities Ltd, Sytner's financial advisor

'business day'                         a day (other than a Sunday) in which clearing banks are generally
                                       open for usual business in the City of London

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

'certificated' or 'in certificated     the description of a share or other security which is not in
form'                                  uncertificated form (that is not in CREST)

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

'Closing Price'                        the closing middle market price for a William Jacks Share as
                                       derived from the AIM appendix to the Daily Official List

'CREST'                                the relevant system (as defined in the Regulations) in respect of
                                       which CRESTCo is the operator (as defined in the Regulations)

'CRESTCo'                              CRESTCo Limited

'CREST member'                         a person who has been admitted by CRESTCo as a system-member (as
                                       described in the Regulations)

'CREST participant'                    a person who is, in relation to CREST, a system-participant (as
                                       defined in the Regulations)

'CREST sponsor'                        a CREST participant admitted to CREST as a CREST sponsor

'CREST sponsored member'               a CREST member admitted to CREST as a sponsored member under the
                                       sponsorship of a CREST sponsor

'Enlarged Group'                       The Sytner Group as enlarged by the Acquisition

'Escrow Agent'                         the Receiving Agent, in its capacity as escrow agent for the
                                       purposes of the Offer (as defined in the CREST manual issued by
                                       CREST)

'First Closing Date'                   21 February 2006

'Form of Acceptance'                   the form of acceptance and authority  relating to the Offer which
                                       will accompany the Offer Document

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

'London Stock Exchange'                London Stock Exchange plc

'member account ID'                    the identification code or member attached to any member account in
                                       CREST

'Offer'                                the recommended unconditional mandatory cash offer being made by
                                       Brewin Dolphin on behalf of Sytner to acquire all the William Jacks
                                       Shares other than those William Jacks Shares already beneficially
                                       held by Sytner or any member of the Sytner Group

'Offer Document'                       the offer document to be sent to William Jacks Shareholders
                                       containing the Offer

'Orange Corporate Finance'             Orange Corporate Finance Limited

'Overseas Shareholders'                William Jacks Shareholders whose registered addresses are outside
                                       the UK or who are citizens or residents of countries other than the
                                       UK

'Panel' or Takeover Panel'             the Panel on Takeovers and Mergers

'participant ID'                       the identification code or membership number used in CREST to
                                       identify a particular CREST member or other CREST participant

'Receiving Agent'                      Nevilles Registrars Limited

'Regulations'                          the Uncertified Securities Regulations 2001 (SI 2001 N. 3755)

'Sellers'                              Johan Holdings Berhard and its subsidiaries Jacks International
                                       Limited, Johan Investment Pte Ltd and Abacus Pacific N.V.

'South Africa'                         The Republic of South Africa, its provinces and territories and all
                                       areas subject to its jurisdiction or any political sub-division

'Sytner'                               Sytner Group Limited

'Sytner Directors', 'Sytner Board' or  the board of directors of Sytner
'directors of Sytner'

'Sytner Group'                         Sytner and its subsidiary undertakings

'Terms'                                the terms of the Offer set out in Appendix I

'TFE instruction'                      means a transfer from escrow instruction (as defined by the CREST
                                       manual issued by CRESTCo)

'TTE instruction'                      means a transfer to escrow instruction (as defined by the CREST
                                       manual issued by CRESTCo)

'uncertificated' or 'in uncertificated recorded on the relevant register of the share or security
form'                                  concerned  as being held in uncertificated form in CREST and title
                                       to which, by virtue of the Regulations, may be transferred by means
                                       of CREST

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

'United States' or 'US'                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

'William Jacks Board' or 'William      the board of directors of William Jacks
Jacks Directors' or 'Directors'

'William Jacks' or 'the Company'       William Jacks PLC

'William Jacks Group'                  William Jacks and its subsidiary  undertakings

'William Jacks Shareholder' or '       a holder of William Jacks Shares
Shareholder'

'William Jacks Shares', 'Ordinary      the existing unconditionally allotted or issued and fully paid
Shares' or 'Shares'                    ordinary shares of 25 pence each in the capital of William Jacks
                                       and any further such shares which are unconditionally allotted or
                                       issued fully paid after the date hereof and before the date on
                                       which the Offer closes (or such earlier date as Sytner may, subject
                                       to the City Code, determine)




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