RNS Number:3682K
Jarvis Porter Group PLC
24 April 2003


For immediate release



Not for release, publication or distribution in whole or in part, in or into the
                   United States, Canada, Australia or Japan


                                                                  24 April, 2003


                             JARVIS PORTER GROUP PLC


                     Cash Offer to acquire Darby Group Plc


                               Offer Unconditional


Jarvis Porter Group PLC ("Jarvis Porter") announces that, with all conditions
now having either been satisfied or waived, its cash Offer to acquire all of the
issued and to be issued ordinary shares of 5 pence each in the capital of Darby,
the terms of which were announced on 19 March, 2003, is hereby declared
unconditional in all respects. The Offer Document was posted to Darby
Shareholders on 3 April, 2003.


As at 3.00 p.m. on 24 April, 2003, being the first closing date of the Offer,
Jarvis Porter had received valid acceptances of the Offer in respect of
20,182,125 Darby Shares, representing approximately 73.03 per cent. of Darby's
current issued ordinary share capital.


Prior to the announcement of the Offer, Jarvis Porter had received an
irrevocable undertaking and letters of intent to accept the Offer in respect of,
in aggregate, 13,377,799 Darby Shares representing approximately 48.41 per cent.
of the existing issued ordinary share capital of Darby. The irrevocable
undertaking was in respect of 8,262,799 Darby Shares and the letters of intent
were in respect of, in aggregate, 5,115,000 Darby Shares representing
approximately 29.90 per cent. and 18.51 per cent. respectively of the existing
issued ordinary share capital of Darby.


Subsequent to the announcement on 22 April, 2003 of the result of the
Extraordinary General Meeting held by Jarvis Porter on that date, Jarvis Porter
has acquired in aggregate 4,135,000 Darby Shares, of which 3,665,000 Darby
Shares were the subject of certain of the aforementioned letters of intent,
representing approximately 14.96 per cent. and 13.26 per cent. respectively of
Darby's current issued ordinary share capital. Acceptances of the Offer have
been received in respect of the remaining 9,712,799 Darby Shares, representing
35.15 per cent of Darby's current issued ordinary share capital, that were the
subject of the irrevocable undertaking and remaining letters of intent, and
these acceptances have been included in the total level of acceptances referred
to above.


The total number of Darby Shares now held by Jarvis Porter, including
acceptances, is therefore 24,317,125 Darby Shares, representing approximately
87.99 per cent. of Darby's entire issued ordinary share capital.


Save as disclosed in the Offer Document and this announcement, neither Jarvis
Porter nor, so far as Jarvis Porter is aware, any party acting in concert with
Jarvis Porter for the purposes of the City Code, owned or controlled any Darby
Shares or held any rights over Darby Shares or had entered into any derivative
referenced to Darby Shares, nor have they acquired or agreed to acquire any
Darby Shares since the commencement of the Offer Period.


The Offer has been extended and will remain open until further notice. Darby
Shareholders who wish to accept the Offer but have not yet done so are strongly
encouraged to return their completed Forms of Acceptance (and supporting
documents) as soon as possible. Additional Forms of Acceptance may be obtained
by contacting Capita IRG Plc at Corporate Actions, PO Box 166, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TH (telephone: 0870 162 3100).

Settlement will be effected on or before 9 May, 2003 for Darby Shareholders who
have already validly accepted the Offer. Settlement for Darby Shareholders who
validly accept the Offer from today onwards will be effected within fourteen
days of receipt of their valid acceptance.


Darby Shareholders should be aware that, pursuant to paragraph 14 of the letter
from Strand Partners Limited set out in the Offer Document, Jarvis Porter will
shortly be procuring that Darby applies to the London Stock Exchange for the
cancellation of trading of Darby Shares on AIM and will also seek to procure the
re-registration of Darby as a private company under the relevant provisions of
the Companies Act.


Jarvis Porter confirms its intention to exercise its rights under the provisions
of sections 428 to 430F (inclusive) of the Act to acquire compulsorily all
outstanding Darby Shares to which the Offer relates as soon as it is able to do
so.


In this announcement "Offer Document" means the document dated 3 April, 2003,
relating to the Offer. Unless the context otherwise requires, defined terms used
in this announcement shall have the meanings given to them in the Offer Document
dated 3 April, 2003.



Enquiries:


Jarvis Porter Group PLC
Michael Maher
Tel: (01252) 747 900 or                      
(07785) 307 260

Strand Partners Limited
Tel: (020) 7409 3494
(Financial Adviser to Jarvis Porter)
Simon Raggett
Matthew Chandler


Bankside Consultants Limited                                               
Tel: (020) 7444 4157
(Public Relations Advisers to Jarvis Porter)
Ian Seaton


Strand Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Jarvis Porter and no one else in
connection with the Offer and will not be responsible to anyone other than
Jarvis Porter for providing the protections afforded to customers of Strand
Partners, or for providing advice in relation to the Offer.


The Offer is not being made, directly or indirectly, in or into, and may not be
accepted in or from, the United States, Canada, Australia or Japan. Accordingly,
copies of this announcement are not being, and must not be, mailed or otherwise
distributed or sent in or into or from the United States, Canada, Australia or
Japan.


Strand Partners has approved the contents of this announcement solely for the
purpose of section 21 of the Financial Services and Markets Act 2000. The
principal place of business of Strand Partners is 110 Park Street, London W1K
6NX.


The directors of Jarvis Porter accept responsibility for the information
contained in this announcement. Subject as aforesaid, to the best of the
knowledge and belief of the directors of Jarvis Porter (who have taken all
reasonable care to ensure that such is the case), such information is in
accordance with the facts and does not omit anything likely to affect the import
of such information.


This announcement does not constitute, or form part of, an offer or invitation
to purchase any securities.


END






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