Pre-emption Offers to Shareholders

The City of Southampton1998-04-271998-05-201998-04-171998-04-28SO152BECompanies Act 1985-1.40845550.910650SO15 2BETSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk55112899899
THE BRITT ALLCROFT COMPANY PLC (Registered in England and Wales with No. 2120124)

Placing and Open Offer of 2,981,881 new Ordinary Shares of 10p each in The Britt Allcroft Company plc (“new Ordinary Shares”) at 235p per share. Notice is hereby given, pursuant to the provisions of section 90(5) of the Companies Act 1985, to persons registered as holders of ordinary shares of 10p each (“Ordinary Shares”) in The Britt Allcroft Company plc (the “Company”) at the close of business on 17th April 1998 (the “Record Date”) who have no registered address within the United Kingdom and who have not supplied an address within the United Kingdom to the Company for the giving of notices to them (“Overseas Shareholders”) that the following documents in connection with and constituting the offer (the “Open Offer”) to holders of Ordinary Shares on the register of Members of the Company at the Record Date to apply for 2,981,881 new Ordinary Shares at 235p per share, payable in full on application, in the proportion of one new Ordinary Share for every eight Ordinary Shares held at the Record Date (excluding fractions), on the terms set out in those documents, may be obtained from (subject as provided below), or inspected on personal application by, or on behalf of, Overseas Shareholders at the Company’s Registrars IRG plc, Balfour House, 390-398 High Road, Ilford, Essex IG1 1NQ, during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to 10 a.m. on 20th May 1998 (the “Closing Time”). Those documents are:   1. a copy of the document dated 27th April 1998, which comprises a prospectus relating to the Company and which has been despatched to, inter alia, holders of Ordinary Shares (the “Prospectus”); and 2. the application form applicable to the Overseas Shareholder setting out the maximum number of new Ordinary Shares for which the Overseas Shareholder is invited to apply under the Open Offer, being the application form referred to in the Prospectus (the “Application Form”), copies of which have been despatched to holders of Ordinary Shares (other than as provided below).   In the case of Overseas Shareholders to whom Application Forms have been despatched, Application Forms may not be obtained (but a copy thereof may be inspected) unless the relevant originals so despatched by post are surrendered to the Company’s Registrars at the above address. Application Forms will not be despatched to Overseas Shareholders with registered addresses in the United States of America, Canada, Australia or the Republic of Ireland or their states, provinces, territories or possessions.   The Open Offer will be open for acceptance up to the Closing Time.     By Order of the Board. T. J. Hilton, Secretary 3 Grosvenor Square,   Southampton SO15 2BE. 28th April 1998.