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RNS Number:3762M
Industrial Funds Limited
17 May 2005


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN

                                                                     17 May 2005

                             RECOMMENDED CASH OFFER
                                       by
                                      HSBC
                                  on behalf of
                        Industrial Funds Limited ("IFL")
     for the whole of the issued and to be issued ordinary share capital of
                       Ashtenne Holdings PLC ("Ashtenne")

                      OFFER DECLARED WHOLLY UNCONDITIONAL


IFL announces that as at 3.00 p.m. on 16 May 2005 IFL had received valid
acceptances of the Offer in respect of 33,258,845 Ashtenne Shares in aggregate,
representing approximately 92.1 per cent. of the existing issued ordinary share
capital of Ashtenne.

Accordingly the Offer became unconditional as to acceptances on 16 May and IFL
is pleased to announce that, all conditions of the Offer having been satisfied
or waived, the Offer is hereby declared wholly unconditional.

The Offer, which remains subject to the terms and conditions set out in the
Offer Document, will remain open for acceptance until further notice. To the
extent they have not already done so, Ashtenne Shareholders who wish to accept
the Offer should complete, sign and return their Forms of Acceptance as soon as
possible in accordance with the instructions set out in the Offer Document and
in the Form of Acceptance.

Prior to the announcement of the Offer IFL had received irrevocable undertakings
to accept (or procure the acceptance of) the Offer from the Directors and
certain connected persons in respect of 2,148,313 shares, representing 6 per
cent. of the then existing issued share capital of Ashtenne. Acceptances have
been received pursuant to all of these irrevocable undertakings and are included
in the total number of valid acceptances referred to above.

In addition, IFL had also received irrevocable undertakings to accept the Offer
from certain of the Ashtenne Directors in respect of a further 1,838,048
Ashtenne Shares the subject of awards under the LTIP representing 5.2 per cent.
of the then existing issued ordinary share capital of Ashtenne. The trustee of
the Ashtenne Employee Trust has exercised its discretion to transfer shares to
these Ashtenne Directors in satisfaction of these awards and acceptances
pursuant to these irrevocable undertakings have now been received and are
included in the total number of valid acceptances referred to above.

Save as set out above and as disclosed in the announcement of the Offer dated 31
March 2005 made under rule 2.5 of the City Code, neither IFL nor Warner nor any
person acting, or deemed to be acting in concert with IFL or Warner, held any
Ashtenne Shares (or rights over Ashtenne Shares) prior to the commencement of
the Offer Period and neither IFL nor Warner nor any person acting, or deemed to
be acting in concert with IFL or Warner, has acquired or agreed to acquire any
Ashtenne Shares (or rights over any Ashtenne Shares) since the commencement of
the Offer Period.


SETTLEMENT UNDER THE OFFER

Settlement of the consideration due under the Offer in respect of valid
acceptances received on or before the close of business on 16 May 2005 will be
despatched (or, in respect of Ashtenne Shares held in uncertificated form,
credited through CREST) on or before 31 May 2005 in respect of Ashtenne Shares
for which valid and complete acceptances of the Offer have already been
received.  Settlement of the consideration in respect of valid acceptances
received on or after today's date will be despatched (or, in respect of Ashtenne
shares held in uncertificated form, credited through CREST) within 14 days of
receipt of Forms of Acceptance which are valid and complete in all respects.


SETTLEMENT OF THE SPECIAL DIVIDEND

The Special Dividend will be payable to all Ashtenne Shareholders on the
register at the close of business on 23 May 2005, the day four business days
after the date of this announcement (the "Record Date").

IFL will ensure that the registration of the transfer to IFL of the Ashtenne
Shares comprised in acceptances received is not effected until after the Record
Date to enable accepting Ashtenne Shareholders to receive the benefit of the
Special Dividend.

The Special Dividend will be paid by Ashtenne not later than 31 May 2005.


COMPULSORY ACQUISITION AND DELISTING

IFL intends, as soon as practicable, to apply the provisions of sections 428 to
430F (inclusive) of the Companies Act to acquire compulsorily any outstanding
Ashtenne Shares to which the Offer relates.

As the result of the Offer being declared wholly unconditional, notice is hereby
given that IFL intends, as soon as practicable, to procure that Ashtenne
applies: (a) to the UKLA for the cancellation of the listing of Ashtenne Shares
on the Official List; and (b) to the London Stock Exchange for the cancellation
of the admission to trading of Ashtenne Shares on the London Stock Exchange's
market for listed securities. These cancellations will take effect no earlier
than 20 business days commencing on the date of this announcement.  Accordingly,
it is expected that such cancellations will take effect on 14 June 2005, or as
soon thereafter as possible.

Additional copies of the Offer Document and the Form of Acceptance can be
obtained by telephoning Capita Registrars on 0870 162 3121, or if calling from
outside the United Kingdom, on +44 20 8639 2157.

Terms defined in the Offer Document have the same meanings when used in this
announcement.


Enquiries:


 HSBC - Financial Adviser to IFL & Warner                +44 20 7991 8888
 Maxwell James
 Oliver Smith


The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile, transmission, telex and telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of, the
United States, Canada, Australia or Japan, and, subject to certain exceptions,
the Offer cannot be accepted by any such use, means, instrumentality or
facility, or from within the United States, Canada, Australia or Japan.
Accordingly, copies of this announcement and the documentation relating to the
Offer 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 announcement or such documentation (including, without limitation,
custodians, nominees and trustees) must not distribute, forward, mail, transmit
or send them in, into or from the United States, Canada, Australia or Japan.
Doing so may render invalid any purported acceptance of the Offer.

HSBC, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for IFL and Warner and no one else in relation to the Offer
and will not be responsible to any person other than IFL and Warner for
providing the protections afforded to customers of HSBC nor for providing advice
in relation to the Offer.

This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise. The full terms and conditions of the Offer, including
details of how the Offer may be accepted, are set out in the Offer Document and
the Form of Acceptance. The Offer Document and the Form of Acceptance have been
made available to those Ashtenne Shareholders who are able to receive them, as a
result of the laws of the jurisdictions in which they are resident. Ashtenne
Shareholders are advised to read the Offer Document and the Form of Acceptance
as they contain important information.


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

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