Redemption or Purchase of Own Shares out of Capital

The City of BristolFinancial Services and Markets Act 2000-2.21979152.464021DY7 5BHThe District of South Staffordshire2002-03-262001-10-192002-03-052002-03-12DY75BHBS991XZ-2.57418051.458428BS99 1XZTSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk56505550
RECOMMENDED CASH OFFERS FOR FOLKES GROUP PLC MADE ON BEHALF OF FOLKES HOLDINGS LIMITED (REGISTERED IN ENGLAND AND WALES NO 950164) BY ERNST & YOUNG LLP

Ernst & Young LLP announces on behalf of Folkes Holdings recommended cash offers (the “Offers”) to acquire the issued share capital of Folkes Group PLC not already owned or controlled by Folkes Holdings and other persons acting in concert with Folkes Holdings. The full terms and conditions of the Offers (including details of how the Offers may be accepted) are set out in the Offer Document dated 5 March 2002 (the “Offer Document”) and in the Forms of Acceptance. Terms defined in the Offer Document have the same meanings in this advertisement.
The Offers are £1.40 in cash for each Voting Share and £1.10 in cash for each Non-Voting Share. The Offers value the whole of Folkes Group PLC’s issued share capital at £38.7 million. The Offer for the Voting Shares represents a premium of 19.1 per cent above the closing middle market price of 117.5 pence per Voting Share, and the Offer for the Non-Voting Shares represents a premium of 15.8 per cent above the closing middle market price of 95 pence per Non-Voting Share, as derived in each case from the Daily Official List on 19 October 2001, the last dealing day prior to the date on which Folkes Group PLC announced that it had received an approach from Folkes Holdings which the Board hoped would lead to a recommended cash offer being made for the non-family shares. This advertisement alone does not constitute, and must not be construed as, the Offers.
The Offers have, by means of this advertisement, been extended to all persons to whom the Offer Document may not be despatched who hold, or who are entitled to have allotted or issued to them, Folkes Group PLC Voting Shares and/or Folkes Group PLC Non-Voting Shares. Such persons are informed that copies of the Offer Document and Forms of Acceptance are available for collection during normal business hours from Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 1XZ (telephone 0870 702 0100).
The Offers will initially be open for acceptance until 3.00 pm (London time) on 26 March 2002 or such later time(s) and/or date(s) as Folkes Holdings may, subject to the City Code, decide.
The availability of the Offers to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
The Offers are not being made, and this advertisement is not being published, directly or indirectly, in or into, or by the use of the mails of, the United States, Canada, Australia or Japan or by any means or instrumentally (including, without limitation, electronic mail, facsimile transmission, telex and telephone) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, Canada, Australia or Japan. Accordingly, the Offer Document and the Forms of Acceptance 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 this advertisement, the Offer Document or the Forms of Acceptance (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada, Australia or Japan, and doing so may invalidate any purported acceptances of the Offers.
This advertisement is published on behalf of Folkes Holdings Limited, Remlane Lodge, Stourton Hall Drive, Stourton, Stourbridge DY7 5BH and has been approved by Ernst & Young LLP, One Colmore Row, Birmingham B3 2DB, solely for the purposes of section 21 of the Financial Services and Markets Act 2000.
Ernst & Young LLP is acting for Folkes Holdings and no-one else in connection with the Offers and will not be responsible to any person other than Folkes Holdings for providing the protections afforded to clients of Ernst & Young LLP nor for giving advice in relation to the Offers.
Old Mutual Securities Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting only for Folkes Group PLC and no-one else in connection with the Offers and will not be responsible to any person other than Folkes Group PLC for providing the protections afforded to clients of Old Mutual Securities Limited nor for providing advice in relation to the Offers.
The Directors of Folkes Holdings, as listed in the Offer Document, accept responsibility for the information contained in this advertisement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained in this advertisement is in accordance with the facts and does not omit anything likely to affect the import of such information.
12 March 2002.