TIDMBAE 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM THE UNITED STATES AND ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A 
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
 
 
20 February 2015 
 
                             For immediate release 
 
                            RECOMMENDED CASH OFFER 
 
                                      FOR 
 
                             BEALE PLC ("Beales") 
 
                                      BY 
 
               ENGLISH ROSE ENTERPRISES LIMITED ("English Rose") 
 
                      OFFER UNCONDITIONAL IN ALL RESPECTS 
 
Summary 
 
On 19 January 2015, the boards of Beales and English Rose, a company controlled 
by Andrew Perloff and his family trusts, announced that they had reached 
agreement on the terms of a recommended cash offer to be made by English Rose 
for the entire issued and to be issued share capital of Beales (the "Offer"). 
The full terms of, and conditions to, the Offer together with the procedures 
for acceptance were set out in the Offer Document posted to Beales Shareholders 
on 29 January 2015. 
 
The Offer contained an acceptance condition of not less than 75 per cent. in 
nominal value of the Beales Shares (or such lower percentage as English Rose 
may decide). The English Rose Directors have decided to waive this condition, 
to the extent permitted under the Code. Accordingly, the English Rose Directors 
are pleased to announce that all of the other conditions to the Offer have now 
been satisfied or waived. Accordingly, the Offer is unconditional in all 
respects. 
 
As English Rose is now interested in more than 50 per cent. of the issued 
ordinary share capital of Beales, English Rose intends to procure that Beales 
applies to the UK Listing Authority and to the London Stock Exchange for the 
cancellation of the admission of the Beales Shares to listing on the Official 
List and to trading on the London Stock Exchange's main market for listed 
securities. 
 
Following such cancellation, English Rose also intends to seek to procure, 
subject to shareholder approval if necessary, that Beales re-registers from a 
public limited company to a private limited company under the relevant 
provisions of the Companies Act. 
 
English Rose announces that the Offer, which remains subject to the terms and 
conditions set out or referred to in the Offer Document, is being extended and 
will remain open for acceptance until 1.00 p.m. (London time) on 12 March 2015. 
 
English Rose encourages all Beales Shareholders who have not yet accepted the 
Offer to do so as soon as possible and no later than 1.00 p.m. (London time) on 
Thursday 12 March 2015. 
 
Level of acceptances 
 
As at 1.00 p.m. (London time) on 19 February 2015, valid acceptances of the 
Offer had been received in respect of 12,978,740 Beales Shares (representing 
approximately 63.23 per cent of the issued ordinary share capital of Beales), 
which English Rose may count towards the satisfaction of the acceptance 
condition to the Offer. 
 
Prior to making the Offer, English Rose obtained irrevocable undertakings to 
accept the Offer from the Concert Party in respect of 6,100,000 Beales Shares, 
representing, in aggregate, approximately 29.72 per cent. of Beales' issued 
ordinary share capital and irrevocable undertakings to accept the Offer from 
certain other Beales Shareholders (including from the Beales Directors who hold 
interests in Beales Shares) in respect of 839,140 Beales Shares, representing, 
in aggregate, approximately 4.09 per cent. of the issued ordinary share capital 
of Beales. As at 1.00 p.m. (London time) on 19 February 2015, valid acceptances 
had been received in respect of all Beales Shares subject to irrevocable 
undertakings. 
 
The percentages of Beales Shares referred to in this announcement are based 
upon a figure of 20,524,797 Beales Shares in issue at 1.00 p.m. (London time) 
on 19 February 2015. 
 
Procedure for acceptance of the Offer 
 
Beales Shareholders who have not yet accepted the Offer are urged to do so 
without delay and in accordance with the following: 
 
?     To accept the Offer in respect of Beales Shares in certificated form 
(that is, not in CREST), Beales Shareholders must complete the Form of 
Acceptance in accordance with the instructions printed on it and in accordance 
with paragraph 15.1 of the Letter from the Chairman of English Rose set out in 
Part I of the Offer Document and return it (along with any appropriate share 
certificate(s) and/or other document(s) of title) using the accompanying 
reply-paid envelope (for use within the UK only) as soon as possible to Capita 
Asset Services. 
 
?      To accept the Offer in respect of Beales Shares in uncertificated form 
(that is, in CREST), Beales Shareholders should follow the procedure for 
electronic acceptance through CREST in accordance with the instructions set out 
in paragraph 15.2 of the Letter from the Chairman of English Rose set out in 
Part I of the Offer Document so that a TTE Instruction settles as soon as 
possible. 
 
A Beales Shareholder who has any questions about the Offer, or who is in any 
doubt as to how to complete the Form of Acceptance or make an Electronic 
Acceptance should contact Capita Asset Services on 0871 664 0321 from within 
the UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 
664 0321 number cost 10 pence per minute (including VAT) plus your service 
provider's network extras. Calls to the helpline from outside the UK will be 
charged at applicable international rates. Different charges may apply to calls 
from mobile telephones and calls may be recorded and randomly monitored for 
security and training purposes. Lines are open 9.00 a.m. to 5.30 p.m. (London 
time) Monday to Friday. The helpline cannot provide advice on the merits of the 
Offer nor give any financial, legal or tax advice. 
 
Settlement of consideration 
 
The consideration to which any Beales Shareholder is entitled under the Offer 
will be settled (i) in the case of valid acceptances received by 1.00 p.m. 
(London time) on 19 February 2015, on or before 5 March 2015; and (ii) in the 
case of valid acceptances received after 1.00 p.m. (London time) on 19 February 
2015, but while the Offer remains open for acceptance, within 14 days of such 
receipt, in each case in the manner described in the Offer Document. 
 
Compulsory acquisition, cancellation of trading and re-registration as a 
private company 
 
As set out in the Offer Document, given that the Offer has been declared 
unconditional in all respects, English Rose intends, subject to any applicable 
requirements of the Listing Rules, to procure that Beales makes an application 
to the UK Listing Authority and to the London Stock Exchange for the 
cancellation of the admission of the Beales Shares to listing on the Official 
List and to trading on the London Stock Exchange on 20 business days' notice. 
Subject to the cancellation of the listing of the Beales Shares, English Rose 
also intends to seek to procure that Beales re-registers from a public limited 
company to a private limited company under the relevant provisions of the 
Companies Act. 
 
The cancellation of the listing of the Beales Shares will significantly reduce 
the liquidity and marketability of any Beales Shares in respect of which valid 
acceptances of the Offer have not been submitted. 
 
If English Rose receives acceptances of the Offer in respect of, and/or 
otherwise acquires or contracts to acquire, 90 per cent. in nominal value of 
the Beales Shares to which the Offer relates, English Rose intends to exercise 
its rights pursuant to the provisions of Part 28 of the Companies Act, as 
applicable, to acquire compulsorily any remaining Beales Shares to which the 
Offer relates on the same terms as the Offer. 
 
Further information 
 
Save for the interests disclosed in this announcement and the valid acceptances 
which have been received, as at 1.00 p.m. (London time) on 19 February 2015, 
being the last practicable date prior to the date of this announcement, neither 
English Rose nor any of the directors of English Rose nor (as far as English 
Rose is aware) any person acting in concert with English Rose, is interested 
in, or has any rights to subscribe for any relevant securities of Beales, or 
has any short position (whether conditional or absolute and whether in the 
money or otherwise), including any short position under a derivative or any 
arrangement in relation to any relevant securities of Beales. For these 
purposes, "arrangement" includes any agreement to sell or any delivery 
obligation or right to require another person to purchase or take delivery of 
any relevant securities of Beales and any borrowing or lending of any relevant 
securities of Beales which have not been on-lent or sold and any outstanding 
irrevocable commitment or letter of intent with respect to any relevant 
securities of Beales. 
 
Capitalised terms used in this announcement have the meanings ascribed to them 
in the Offer Document dated 29 January 2015. 
 
Hard copies of the Offer Document and the Form of Acceptance are available 
(during normal business hours) by writing to Sanlam Securities UK Limited, 10 
King William Street, London EC4N 7TW or request by telephone on +44 (0)20 7628 
2200. If requested, copies will be provided within two Business Days of such 
request. 
 
In accordance with Rule 26.1 of the City Code, a copy of this announcement will 
be made available, subject to certain restrictions relating to persons resident 
in any Restricted Jurisdiction, on the websites of English Rose's parent at 
www.portnard.com and Beales at www.beales.com until the end of the Offer. For 
the avoidance of doubt, the contents of the websites referred to above are not 
incorporated into and do not form part of this announcement. 
 
English Rose Enterprises Limited 
 
Andrew Perloff/Simon Peters Tel. no.: 01707 667 300 
 
Sanlam Securities UK Limited (Financial adviser to English Rose) 
 
David Worlidge/Simon Clements Tel. no.: 020 7628 2200 
 
This announcement is for informational purposes only and is not intended to and 
does not constitute or form part of any offer or invitation to sell or purchase 
any securities or the solicitation of an offer to purchase, acquire, subscribe 
for, sell or otherwise dispose of any securities, pursuant to the Offer or 
otherwise, nor shall there be any sale, issue or transfer of the securities 
referred to in this announcement in or into any jurisdiction in contravention 
of any applicable law. The Offer has been made solely by means of the Offer 
Document (together with, in the case of Beales Shares in certificated form, the 
Form of Acceptance), which contains the full terms and conditions of the Offer, 
including details of how the Offer may be accepted. Beales Shareholders should 
carefully read the Offer Document (and, if they hold their Beales Shares in 
certificated form, the Form of Acceptance) in its entirety before making a 
decision with respect to the Offer. 
 
Sanlam Securities, which is authorised and regulated in the United Kingdom by 
the Financial Conduct Authority, is acting exclusively for English Rose and 
no-one else in relation to the Offer and will not be responsible to anyone 
other than English Rose for providing the protections afforded to the customers 
of Sanlam Securities or for providing advice in relation to the Offer or in 
relation to the contents of this announcement or any transaction or arrangement 
referred to herein, save as imposed by the Financial Services and Markets Act 
2000 or the regulatory regime established thereunder. 
 
To the extent permitted by applicable law, in accordance with, and to the 
extent permitted by, the Code and normal UK market practice, English Rose or 
its nominees or brokers (acting as agents) or their respective affiliates may 
from time to time make certain purchases of, or arrangements to purchase, 
Beales Shares, other than pursuant to the Offer, before or during the period in 
which the Offer remains open for acceptance. These purchases may occur either 
in the open market at prevailing prices or in private transactions at 
negotiated prices. Such purchases, or arrangements to purchase, will comply 
with all applicable UK rules, including the Code and the rules of the London 
Stock Exchange to the extent applicable. In addition, in accordance with, and 
to the extent permitted by, the Code and normal UK market practice, Sanlam 
Securities and its affiliates may engage in purchasing activities consistent 
with their respective normal and usual practice and applicable law. Any 
information about such purchases will be disclosed on a next day basis to the 
Panel and will be available from any Regulatory Information Service, including 
the Regulatory News Service on the London Stock Exchange website, 
www.londonstockexchange.com. 
 
The distribution of this announcement in jurisdictions other than the United 
Kingdom may be restricted by the laws of those jurisdictions and therefore 
persons into whose possession this announcement comes should inform themselves 
about and observe any such restrictions. Failure to comply with any such 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. 
 
The availability of the Offer to Beales Shareholders who are not resident in 
the United Kingdom may be affected by the laws of the relevant jurisdictions in 
which they are located or of which they are citizens. Such persons should 
inform themselves of, and observe, any applicable legal or regulatory 
requirements of those jurisdictions. 
 
The Offer is not intended to be made, directly or indirectly, in, into or from 
any Restricted Jurisdiction and the Offer will not be capable of acceptance 
from or within any Restricted Jurisdiction. Accordingly, copies of this 
announcement are not being, and must not be, directly or indirectly, mailed or 
otherwise forwarded, distributed or sent in, into or from any Restricted 
Jurisdiction and persons receiving this announcement (including custodians, 
nominees and trustees) must not mail or otherwise distribute or send it in, 
into or from any Restricted Jurisdiction, as doing so may invalidate any 
purported acceptance of the Offer. Further details in relation to overseas 
Beales Shareholders are contained in the Offer Document. 
 
This announcement has been prepared for the purpose of complying with English 
law and the Code and the information disclosed may not be the same as that 
which would have been disclosed if this announcement had been prepared in 
accordance with the laws of jurisdictions outside the UK. 
 
Rounding 
 
Certain figures included in this Announcement have been subjected to rounding 
adjustments. Accordingly, figures shown for the same category presented in 
different tables in the Offer Document may vary slightly and figures shown as 
totals in certain tables in the Offer Document may not be an arithmetic 
aggregation of the figures that precede them. 
 
 
 
END
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