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Thursday 07 March, 2002

Shami Ahmed

Offer Update

Shami Ahmed
7 March 2002

Shami Ahmed

Renewed Approach to Moss Bros Group PLC ('Moss Bros' or the 'Company')

Mr Shami Ahmed has noted the announcement made today, 7 March 2002, by Moss
Bros, rejecting his approach of 5 March 2002, which was sent to the Chairman of
Moss Bros in writing at his request. Mr Ahmed is concerned that the announcement
by the board of Moss Bros ('the Board') fails to give a fair and proper picture
of his proposal (the 'Proposed Offer') and that the Board is denying
shareholders the opportunity of receiving an offer which he believes would be
attractive to them. The Proposed Offer gives due consideration to matters raised
in earlier discussions with the Chairman of Moss Bros and the contents of the
announcements made by Moss Bros on 18 February 2002 and addresses their concerns
over price, funding, due diligence and uncertainty.

Price


Mr Ahmed intends, following satisfactory due diligence, to offer fair value for
Moss Bros. He has told the Board that he expects any offer to value each Moss
Bros share at around the Company's current net asset value per share. He has
also reiterated his undertaking that any offer will value each Moss Bros share
at no less than 40 pence. Given the Company's increasing losses, its plans to
reorganise the group's fascias yet again and the absence of any recent guidance
from the Board on the Company's financial position, neither Mr Ahmed nor the
providers of debt finance can assess fair value in the absence of due diligence.

Funding


The Proposed Offer would be in cash and would be financed with equity and debt
funding. The approach to Moss Bros was made with the full knowledge and support
of the providers of this finance.


In order to reinforce his commitment to the Proposed Offer and to give the Board
and shareholders greater assurance, Mr Ahmed has offered to commit to the
payment of a break fee of £0.25m in the event that the terms of an offer are
agreed with the Board but no offer is made.


Due diligence


Mr Ahmed's request for access to perform limited due diligence is absolutely
standard practice for a transaction of this type. Recognising the concerns of
the Board, Mr Ahmed and his financial backers have proposed a very limited
exercise which could be completed quickly and to an agreed timetable with
little, if any, disruption to the business.




Uncertainty


Mr Ahmed has made repeated requests for his approach to Moss Bros to be
discussed in private. As a shareholder in and potential offeror for Moss Bros,
Mr Ahmed is concerned to avoid any uncertainty which might damage the Company.
However, the Board has declined to meet Mr Ahmed and has instead responded by
way of public announcements and in the press to Mr Ahmed's approach.


The Board made reference in today's announcement to the conditionality of the
Proposed Offer. All takeover offers are subject to conditions and Mr Ahmed's
approach is typical in this respect.

Commenting on his latest approach, Mr Ahmed said:

'I am disappointed at the Board's response to this proposal and their decision
to continue to conduct the process in public rather than in private. The
proposal is intended to provide a means of getting to a cash offer at a fair
value as quickly as possible and with minimum disruption to the business. Given
the Board's conduct and the fact that they appear not to have taken independent
financial advice on the approach, I question whether they are acting in the best
interest of all shareholders.'

Mr Ahmed will continue to pursue his interest in Moss Bros and is discussing his
position with major shareholders.



For further information contact:

Richard Darby, Richard Oldworth

Buchanan Communications                              020 7466 5000



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

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