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Moss Bros Group (MOSB)


Thursday 07 March, 2002

Moss Bros Group

Rejects Fthr Approach-Replace

Moss Bros Group PLC
7 March 2002

The Rejects Further Approach announcement for Moss Bros Group PLC released today 
at 09:54 under RNS No. 5608S has been re-released to facilitate onward 
transmission by third party vendors.

The announcement is unchanged and is reproduced in full below.

                        Moss Bros Rejects further Approach

Moss Bros Group PLC (' Moss Bros') announces that it has received a further
approach from parties associated with Mr Shami Ahmed, in connection with a
possible offer for the Company's share capital. The Board of Moss Bros has again
unanimously rejected the proposals put to it for the following reasons:

 1. They do not represent an offer to shareholders and are not supported by
    committed finance.

 2. It is unclear what price, if any, might actually be offered but it is
    unlikely from the indications given that it would be adequate.

 3. In the light of the long and complex list of pre-conditions there continues
    to be an unacceptable level of uncertainty over whether an offer would
    result from the process envisaged in the proposals.

 4. It is probable that the proposed process, including due diligence, would
    become long and drawn out giving rise to continuing uncertainty for the
    shareholders, staff, customers and suppliers which would be detrimental to
    the Company's business.

On 18 February, it was announced that an approach had been received from
representatives of Mr Shami Ahmed asking for due diligence to enable committed
funds to be obtained for a possible offer for the Company. This approach was
unanimously rejected by the Board of Moss Bros.

On 5 March Moss Bros received an unsolicited letter from a financial services
company called West LB Panmure. This letter states that it was sent on behalf of
Mr Shami Ahmed and Legendary Investments PLC, 42% of the share capital of which
is controlled by Mr Shami Ahmed. The letter sets out proposals in relation to a
possible offer on behalf of a company called ' Sea Investments', which is
controlled by Legendary Investments PLC.

The letter states that it is not an offer or a commitment to make an offer.

The letter also states that West LB Panmure's 'clients expect the Proposed Offer
to value each Moss Bros share at around the Company's present net asset value
per share and, as a consequence of their announcement of 18 February 2002, are
obliged, in the event of an offer, to offer not less than 40 pence per share.'
The last published net asset value per share of Moss Bros was 51 pence; however
the Company has subsequently reported that it has experienced losses.

The letter goes on to set out a substantial list of conditions, including the
Board not seeking an offer from another party. The proposals include access for
'primary due diligence'- covering accounts, property, material contracts,
taxation and legal matters. Any offer arising would be subject to unanimous
agreement by the Directors and their advisors, irrevocable acceptances over not
less than 51% of the Company's shares and acceptances of not less than 90% of
the Company's shares. Under the proposals agreement on these matters would be
followed by a process described as 'confirmatory due diligence', verifying the
offeror's assumptions.

West LB Panmure's clients have also requested the payment of a fee of £250,000
if the Company is sold to another party prior to 31 December 2002.

Moss Bros believes that its shareholders, staff and trading partners should be
aware of the contents of this letter. The letter states that Moss Bros should
not disclose its contents but that West LB Panmure reserves the right to
disclose the contents. Since the letter was unsolicited Moss Bros has concluded
that it is not bound by this assertion.

Keith Hamill, Chairman of Moss Bros, said:

'It is difficult to understand why they have sent this letter. For all material
purposes it contains proposals which we have already unanimously rejected twice.
It has now been more than 90 days since this matter first arose and at no time
has any offer actually been made.

If the prospective offeror has financing, it should make a formal offer to our
shareholders. Otherwise it should let the Company get on with its job.

Moss Bros has excellent brands, with high public recognition, and a good
portfolio of sites. The best and most certain way for our shareholders to
rebuild value is to support the new management team in the work of restoring the
Company to its previous levels of financial performance.'

For further information:

Moss Bros Group Plc Keith Hamill, Chairman tel: 020 7447 7657

Tulchan Communications Andrew Honnor tel: 020 7353 4200

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


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