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Warner Estate Hldgs. (WNER)

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Monday 12 March, 2007

Warner Estate Hldgs.

Offer Update

Warner Estate Holdings PLC
12 March 2007

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, WITHIN, INTO
OR FROM THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION

12 March 2007



                 WARNER ESTATE HOLDINGS PLC  ('WARNER ESTATE')

                 RECOMMENDED CASH OFFER FOR JS REAL ESTATE PLC



                      OFFER UPDATE - LEVEL OF ACCEPTANCES

Warner Estate announces that, as at 11.00 a.m. (London time) on 12 March 2007,
valid acceptances of the Offer had been received in respect of a total of
13,524,488 JS Shares, representing approximately 83.05 per cent. of the issued
and fully diluted share capital of JS. None of these acceptances were received
from persons acting in concert with Warner Estate. Each of these acceptances may
be counted by Warner Estate towards satisfaction of the acceptance condition of
the Offer.

The first closing date of the Offer is 13 March 2007.

Prior to the announcement of the Offer on 26 January 2007, Warner Estate had
received irrevocable undertakings to accept (or procure the acceptance of) the
Offer from the JS Directors in respect of their entire beneficial holdings and
those of certain connected persons totalling 2,221,706 JS Shares representing
approximately 13.64 per cent. of JS's issued share capital. Warner Estate has
received valid acceptances in respect of 2,173,092 of the JS Shares which are
the subject of such irrevocable undertakings representing approximately 13.35
per cent. of the existing issued share capital of JS. Warner Estate has not yet
received valid acceptances in respect of 48,614 JS Shares which are the subject
of such irrevocable undertakings, representing approximately 0.30 per cent. of
the existing issued share capital of JS.

In addition, Warner Estate also received irrevocable undertakings to accept the
Offer from Trefick in respect of 4,670,285 JS Shares representing approximately
28.68 per cent. of JS's issued share capital and from certain shareholders
connected with or related to the James Smith family in respect of, in aggregate,
2,249,180 JS Shares representing approximately 13.81 per cent. of JS's issued
share capital. Acceptances have been received pursuant to all of these
irrevocable undertakings and are included in the total number of valid
acceptances referred to above.

Save as disclosed in this announcement or in the Offer Document, as at the date
of this announcement neither Warner Estate nor any person acting in concert with
it, is interested in or has any rights to subscribe for, any JS Shares nor does
any such person have any short position, including any short position under a
derivative or any arrangement in relation to JS Shares. For these purposes,
'arrangement' includes any agreement to sell or any delivery obligation or right
to require another person to purchase or take delivery of JS Shares and any
borrowing or lending of JS Shares that have not been on-lent or sold.

Words and expressions which are defined in the Offer Document apply to this
announcement unless otherwise indicated.

Enquiries:

Warner Estate                             Tel:  +44 (0) 20 7907 5100

Philip Warner

Peter Collins

Bridgewell                                Tel:  +44 (0) 20 7003 3000

Heraclis Economides

Rashmi Sinha

City Profile                              Tel:  +44 (0) 20 7488 3244

Simon Courtenay



This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, subscribe for
or otherwise acquire, sell or dispose of, any securities pursuant to the Offer
or otherwise. The Offer is made solely by the Offer Document and the Form of
Acceptance which contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted.

Bridgewell Limited, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Warner Estate and
no-one else in connection with the Offer and will not be responsible to anyone
other than Warner Estate for providing the protections afforded to clients of
Bridgewell nor for giving advice in relation to the Offer or any matter or
arrangement referred to in this announcement.

This announcement has been prepared in accordance with English law, the Takeover
Code and the AIM Rules and information disclosed may not be the same as that
which would have been prepared in accordance with the law of jurisdictions
outside England.

The Offer is subject to the applicable rules and regulations of the Financial
Services Authority, the London Stock Exchange and the Takeover Code.  The
distribution of this announcement in jurisdictions other than the United Kingdom
and the availability of the Offer to JS Shareholders who are not resident in the
United Kingdom may be affected by the laws of relevant jurisdictions. Therefore,
any persons who are subject to the laws of any jurisdiction other than the
United Kingdom or JS Shareholders who are not resident in the United Kingdom
will need to inform themselves about, and observe, any applicable requirements.

Unless otherwise determined by Warner Estate or required by the Takeover Code
and permitted by applicable law and regulation, the Offer is not being, and will
not be made, directly or indirectly, in or into or by use of the mails of, or by
any other means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone, internet or other forms of electronic
transmission) of inter-state or foreign commerce of, or any facility of a
national, state or other securities exchange of, the United States or any other
Restricted Jurisdiction, and will not be capable of acceptance by any such use,
means, instrumentality or facility or from within the United States, or any
other Restricted Jurisdiction. Accordingly, unless otherwise determined by
Warner Estate or required by the Takeover Code and permitted by applicable law
and regulation, copies of this announcement are not being, and must not be,
directly or indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from the United States or any other Restricted Jurisdiction,
and persons receiving this announcement (including, without limitation,
custodians, nominees and trustees) must not mail, or otherwise, forward,
distribute or send it in, into or from such jurisdiction.

Any persons (including without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or may have a contractual or legal
obligation to, forward this announcement, and/or the Offer Document, and/or any
other related document to any jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction.


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            The company news service from the London Stock Exchange