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Friday 05 October, 2001

WT Tiger 3 Limited

Recommended cash offer-Pt2

WT Tiger 3 Limited
5 October 2001


Part B: Further terms of the Offer

The Offer is not being made, directly or indirectly, in or into the United

States, or by use of the mails, or by any means or instrumentality of

interstate or foreign commerce, or any facilities of a national securities

exchange, of the United States (or any area subject to its jurisdiction or

any political subdivision thereof), nor is it being made in Canada, Australia

or Japan. Accordingly, copies of this document, the Form of Acceptance and

any related documents are not being and must not be mailed or otherwise

distributed or sent in, into or from the United States, Canada, Australia or

Japan and persons receiving any such documents (including nominees, trustees

or custodians) must not distribute or send them in, into or from the United

States, Canada, Australia or Japan.

The Ordinary Shares will be acquired by Tiger Three fully paid with full

title guarantee and free from all liens, equitable interests, charges,

encumbrances, rights of pre-emption and other third party rights and

interests of any nature whatsoever and together with all rights now or

hereafter attaching thereto including the rights to receive and retain all

dividends and other distributions declared, made or paid after the date of

this announcement.



The following definitions apply throughout this press announcement unless the

context requires otherwise:

  'Act' or 'Companies Act'              Companies Act 1985, as amended

  'Board'                               the board of directors of WT Foods

  'Bridgepoint Capital'                 Bridgepoint Capital Limited, the

                                        manager of the Bridgepoint Funds

  'Bridgepoint Funds'                   The Second European Private Equity

                                        Fund 'A', The Second European Private

                                        Equity Fund 'B', The Second European

                                        Private Equity Fund 'C', The Second

                                        European Private Equity Fund 'D' and

                                        The Second European Private Equity

                                        Fund 'E'

  'certificated' or                     a share or other security which is

  'in certificated form'                not in uncertificated form (that is

                                        not in CREST)

  'Closing Price'                       the closing middle-market quotation

                                        of an Ordinary Share as derived from

                                        the Official List

  'Code'                                the City Code on Takeovers and Mergers

  'Deferred Shareholders'               holders of Deferred Shares

  'Deferred Shares'                     the non-voting deferred convertible

                                        redeemable shares of 0.05 pence each

                                        in the capital of WT Foods

  'Extraordinary General Meeting'       the Extraordinary General Meeting of

                                        WT Foods, notice of which is set out

                                        at the end of the Offer Document, at

                                        which the Ordinary Resolution will be

                                        proposed (including any adjournment


  'Form of Acceptance'                  the form of acceptance for use in

                                        connection with the Offer as

                                        described in and accompanying the

                                        Offer Document

  'Form of Proxy'                       the form of proxy for use by

                                        Independent Ordinary Shareholders at

                                        the Extraordinary General Meeting and

                                        accompanying the Offer Document

  'Funnybones'                          Funnybones Foodservice Limited

                                        (formerly known as Rio Pacific Food

                                        Services Limited) (No. 2415338), a

                                        subsidiary of WT Foods

  'Hoare Govett'                        Hoare Govett Limited, the independent

                                        financial advisers to the Independent


  'Independent Directors'               the independent directors of WT

                                        Foods, being Philip Lovegrove and

                                        Michael Morgan

  'Independent Ordinary Shareholders'   Ordinary Shareholders, other than the

                                        Management Team and their related

                                        parties and excluding Tiger Three in

                                        the event that Tiger Three acquires

                                        any Ordinary Shares before the

                                        Extraordinary General Meeting

  'Listing Rules'                       the rules and regulations of the UK

                                        Listing Authority, made under section

                                        142 of the Financial Services Act 1986

  'London Stock Exchange'               London Stock Exchange plc

  'Management Exchange Agreement'       the conditional agreement dated 5

                                        October 2001 entered into between

                                        Tiger Three and the Management Team

                                        relating, inter alia, to the sale of

                                        the Management Shares by the

                                        Management Team in exchange for Tiger

                                        Three Consideration Shares

  'Management Team'                     Keith Stott, Rod Garland, John

                                        Brennan, Edward Shaw and GK Noon MBE,

                                        all of whom are directors of WT Foods

  'Management Shares'                   10,625,365 Ordinary Shares (5,262,065

                                        of which are to be converted from

                                        existing Deferred Shares) held by the

                                        Management Team which are

                                        conditionally sold (outside the

                                        Offer) to Tiger Three pursuant to the

                                        Management Exchange Agreement

  'Marlin House'                        Marlin House Trading Company Limited

                                        (No. 2648480), a subsidiary of WT


  'MAP'                                 The Marketing and Advertising

                                        Partnership Limited (No. 1962179), a

                                        subsidiary of WT Foods

  'Noon Group'                          Noon Group Limited, a subsidiary of

                                        WT Foods

  'Offer'                               the recommended cash offer being made

                                        by Rabobank International on behalf

                                        of Tiger Three to acquire all the

                                        Ordinary Shares (other than those

                                        already contracted to be acquired by

                                        Tiger Three) on the terms and subject

                                        to the conditions set out or referred

                                        to in this announcement and the Offer

                                        Document and in the Form of

                                        Acceptance and where the context

                                        permits, any subsequent revision,

                                        variation, extension or renewal of

                                        such offer

  'Offer Document'                      the document to be posted to Ordinary

                                        Shareholders containing the terms and

                                        conditions of the Offer

  'Official List'                       the Official List of the London Stock


  'Ordinary Resolution'             the ordinary resolution to be proposed at

                                    the Extraordinary General Meeting

                                    approving the arrangements entered into

                                    between, inter alia, Bridgepoint Capital,

                                    the Bridgepoint Funds, Tiger Three and

                                    the Management Team in connection with

                                    the Offer

  'Ordinary Shareholders'           holders of Ordinary Shares

  'Ordinary Shares'                 the existing unconditionally allotted or

                                    issued and fully paid ordinary shares of

                                    25 pence each in the capital of WT Foods

                                    and any further such shares which are

                                    unconditionally allotted or issued after

                                    the date hereof and before the date on

                                    which the Offer closes (or such earlier

                                    date as Tiger Three may, subject to the

                                    Code, decide)

  'Panel'                           the Panel on Takeovers and Mergers

  'Rabobank International'          Rabobank International London Branch,

                                    which is the trading name of the London

                                    branch of Cooperatieve Centrale

                                    Raiffeisen-Boerenleenbank B.A., a

                                    co-operative incorporated in The


  'Rabobank International           Rabobank International Leveraged Finance,

  Leveraged Finance'                which comprises the leveraged finance

                                    activities of Rabobank International

  'Rio Pacific'                     Rio Pacific Food Services (Holdings)

                                    Limited (No. 3950440), a subsidiary of WT


  'Second Tranche Loan Note         holders of the Second Tranche Loan Notes


  'Second Tranche Loan Notes'       the £5 million convertible redeemable

                                    loan notes 2007 in WT Foods created and

                                    issued on 11 September 2000

  'Subscription and Shareholders    the conditional agreement dated 5 October

  Agreement'                        2001 entered into between, inter alia,

                                    the Management Team, Tiger Three, Tiger

                                    Two, Tiger One, Bridgepoint Capital and

                                    the Bridgepoint Funds, details of the

                                    which are set out in paragraph 6 of

                                    Appendix 4 to the Offer Document

  'Tiger One'                       WT (Holdings) Limited (4270222), the

                                    ultimate holding company of Tiger Three

                                    and Tiger Two

  'Tiger Three'                     W T Tiger 3 Limited (4253613), a company

                                    registered in England and Wales newly

                                    incorporated for the purpose of making

                                    the Offer

  'Tiger Two'                       W T Tiger 2 Limited (4253375), the

                                    intermediate holding company of Tiger


  'Tiger Three Consideration Shares'   3,573,164 ordinary shares of £1 each

                                       in Tiger Three to be allotted and

                                       issued to the Management Team upon

                                       completion of the Management Exchange


  'Tiger Group'                        Tiger Three, Tiger Two, Tiger One and

                                       their respective subsidiaries

  'UK' or 'United Kingdom'             the United Kingdom of Great Britain

                                       and Northern Ireland

  'UK Listing Authority'               the Financial Services Authority

                                       acting in its capacity as competent

                                       authority for listing in the UK for

                                       the purposes of Part IV of the

                                       Financial Services Act 1986

  'Unconditional Notice'               a notice in writing from Rabobank

                                       International to the Management Team

                                       (other than GK Noon MBE) confirming

                                       that Tiger Three will declare the

                                       Offer unconditional in all respects,

                                       subject to the Management Team (other

                                       than GK Noon MBE) converting their

                                       holdings of the Deferred Shares into

                                       Ordinary Shares and accepting the

                                       Offer in respect of such shares

  'United States' or 'US' or 'USA'     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 the jurisdiction of

                                       the United States of America

  'WT Foods' or the 'Company'          WT Foods plc

  'WT Foods Group'                     WT Foods and its subsidiary


  'WT Foods Share Option Schemes'      The West Trust Executive Share Option

                                       Scheme (otherwise known as the 1992

                                       Approved Executive Share Option

                                       Scheme) and the WT Foods plc

                                       Unapproved Executive Share Option


  'WT Foods Shares'                    Ordinary Shares and Deferred Shares

  'WT Foods Shareholders'              Ordinary Shareholders and Deferred



a d v e r t i s e m e n t