THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If youare in any doubt about the contents of this document and what action you should take, you should consult anindependent financial adviser authorised under the Financial Services and Markets Act 2000. If you have soldor otherwise transferred all of your Ordinary Shares in the Company, please forward this document atonce, together with the accompanying Tender Form and Form of Proxy, to the purchaser or transferee orto the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmissionto the purchaser or transferee. However, these documents should not be forwarded to or sent into theUnited States, Canada, Australia or Japan.

The Tender Offer is not being made, directly or indirectly, in or into the United States, Canada, Australiaor Japan, except where permitted by applicable law. Accordingly, the Tender Form may not be distributedor sent in or into (whether by use of mails or by any means or instrumentality of interstate or foreigncommerce or any facility of a national securities exchange) the United States, Canada, Australia or Japanand doing so may render invalid any purported tender. Any person (including, without limitation,custodians, nominees and trustees) who may have a contractual or legal obligation to forward the TenderForm or any Shareholder who is not resident in, or a citizen of, the United Kingdom should readparagraph 9 of Part III of this Circular before taking any action.

Hichens, Harrison & Co. plc, which is authorised and regulated by the Financial Services Authority, isacting for the Company and for no one else in connection with the Tender Offer and will not beresponsible to anyone other than the Company for providing the protections afforded to clients ofHichens, Harrison & Co. plc or for providing advice in relation to the Tender Offer.

AMICREST HOLDINGS PLC(Incorporated in England and Wales under the Companies Act 1985 with Registered No.02835415)

Proposed Tender Offer by Hichens, Harrison & Co. plcto purchase Ordinary Shares at a Tender Price of £1.55 each

for an aggregate consideration of up to £4,712,000

and

Authority to make market purchases of Ordinary SharesApproval of the Waiver to be granted by The Panel on Takeovers and Mergers

Notice of Extraordinary General Meeting

Notice of an extraordinary general meeting of the Company to be held at 09.30 hours on Monday, 25 July2005 at 1001 Finchley Road, London NW11 7HB, is set out at the end of this Circular. Shareholders arerequested to complete and return the accompanying Form of Proxy for use by Shareholders at thismeeting, whether or not they intend to be present at the Extraordinary General Meeting as soon aspossible and, in any event, so as to be received by the Company’s Registrars, Capita Registrars,P.O. Box 25, Beckenham, Kent BR3 4BR not later than 09.30 a.m. on 23 July 2005.

THE TENDER OFFER CLOSES AT 3.00 P.M. ON 21 July 2005. Please note that the record date forparticipation in the Tender Offer is close of business on 21 July 2005. Shareholders wishing to tenderOrdinary Shares for purchase under the Tender Offer should ensure that their completed Tender Forms, alongwith their share certificate(s) in respect of the Ordinary Shares tendered that are in certificated form (that is,not in CREST), are returned by post to Capita IRG Plc, Corporate Actions, P.O. Box 166, The Registry,34 Beckenham Road, Beckenham, Kent BR3 4TH, or delivered by hand during normal business hours toCapita IRG Plc at that address so as to be received no later than 3.00 p.m. on 21 July 2005. Shareholderswho hold Ordinary Shares in uncertificated form (that is, in CREST) should return the Tender Form asdescribed above and also arrange for the Ordinary Shares tendered to be transferred into escrow as describedin Part III of this Circular. If you have any questions about the procedure for tendering Ordinary Shares oryou want help in filling in the Tender Form, please telephone the helpline number 0870 162 3100 or, if diallingfrom outside the UK, +44 20 8639 2157 between 9.00 a.m. and 5.00 p.m. Monday to Friday. Please note thatthe helpline is not able to give financial or investment advice.

CONTENTS

Page

Expected Timetable of Events 2

Definitions 3

PART I Letter from the Chairman 5

PART II Letter from Hichens, Harrison & Co. plc 11

PART III Terms and Conditions of the Tender Offer 13

PART IV Additional Information 23

Notice of Extraordinary General Meeting 28

EXPECTED TIMETABLE OF EVENTS

Latest time and date for receipt of Forms of Proxy for the 09.30 hours on 23 July 2005Extraordinary General Meeting

Latest time and date for receipt of Tender Forms 15.00 hours on 21 July 2005

Record date for Tender Offer the close of business on 21 July 2005

Extraordinary General Meeting 09.30 hours on 25 July 2005

Calculation of Basic Entitlement the close of business on 25 July 2005

Announcement of result of Tender Offer 26 July 2005

Purchase of Ordinary Shares under the Tender Offer 28 July 2005

CREST accounts credited with Tender Offer consideration and 29 July 2005any unsold uncertificated Ordinary Shares

Despatch of cheques for Tender Offer consideration in respect of 29 July 2005certificated Ordinary Shares sold under the Tender Offer

Despatch of balance certificates in respect of any unsold by 5 August 2005certificated Ordinary Shares

If any of the above items and/or dates change, the revised times and/or dates will be notified to Shareholders

by announcement through Newstrack.

2

3

DEFINITIONS

The following definitions apply throughout this Circular and the accompanying Tender Form and Formof Proxy unless the context requires otherwise:

“Act” the Companies Act 1985, as amended

“Articles” the articles of association of the Company

“Basic Entitlement” a Shareholder’s basic entitlement to tender Ordinary Shares in theTender Offer, being such number of Ordinary Shares as iscalculated in accordance with paragraph 3 of Part III of thisCircular

“Business Day” any day on which the London Stock Exchange is open for business

“Calculation Date” close of business on 25 July 2005

“certificated” or recorded on the Company’s share register as being held in “in certificated form” certificated form and title to which is evidenced by a share

certificate

“Circular” this document

“City Code” The City Code on Takeovers and Mergers

“the Company” or “Amicrest” Amicrest Holdings Plc

“Concert Party” Gerard Lee, Victor Lipien, Robert Yorke-Starkey and Pathfinder

“CREST” the relevant system (as defined in the Regulations) for paperlesssettlement of trades and the holding of uncertificated securities inrespect of which CRESTCo is the Operator (as defined in theRegulations)

“CRESTCo” CRESTCo Limited

“CREST Member” a person who has been admitted to CRESTCo as a systemmember (as defined in the Regulations)

“CREST Participant” a person who, in relation to CREST, is a system-participant (asdefined in the Regulations)

“Daily List” The Daily Official List of the London Stock Exchange

“Directors” or “Board” the board of directors of the Company as at the date of thisCircular

“Extraordinary General Meeting” the Extraordinary General Meeting of the Company convened for or “EGM” 09.30 hours on 25 July 2005 or any adjournment thereof, notice of

which is set out at the end of this Circular

“Form of Proxy” the form of proxy enclosed with this Circular for use byShareholders in relation to the EGM

“Group” the Company and its subsidiaries and associated undertakings

“Hichens” Hichens, Harrison & Co. plc

“Independent Directors” Enrique Elliott and David Jarvis

“Independent Shareholders” shareholders other than the Concert Party members

“member account ID” the identification code or number attached to any memberaccount in CREST

“OFEX” the market operated by Ofex plc to facilitate trading in certainsecurities which are neither quoted nor dealt in on the LondonStock Exchange’s markets

“Ordinary Shares” ordinary shares of 50p each in the share capital of the Company

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“Overseas Shareholder” a Shareholder with a registered or mailing address outside theUnited Kingdom or who is a resident in, citizen of or national of,a jurisdiction outside the United Kingdom

“Panel” The City Panel on Takeovers and Mergers

“participant ID” the identification code or membership number used in CREST toidentify a particular CREST Member or other CREST Participant

“Pathfinder” Pathfinder Properties Plc and subsidiary companies

“Record Date” close of business on 21 July 2005

“Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No.10/3755) of the United Kingdom including any modification or re-enactment thereof for the time being in force

“Repurchase Agreement” the agreement dated 30 June 2005 between the Company andHichens for the repurchase by the Company of Ordinary Sharespurchased by Hichens pursuant to the Tender Offer as describedin paragraph 5 of Part IV of this Circular

“Repurchase Monies” the cash available to finance purchases of Ordinary Sharespursuant to the Tender Offer, being a maximum of £4,712,000

“Resolutions” the resolutions set out in the Notice of Extraordinary GeneralMeeting at the end of this document

“Shareholders” holders of Ordinary Shares

“Tender Form” the tender form issued by the Company for use by Shareholders inconnection with the Tender Offer and enclosed with this Circular

“Tender Offer” each of the invitations by Hichens to Shareholders to tenderOrdinary Shares, the tender of such Ordinary Shares byShareholders and the acceptance of such tenders by Hichens beingmade on the terms and subject to the conditions set out in thisCircular and the Tender Form, or any one or more of suchinvitations, tenders or acceptances as the context requires

“Tender Price” £1.55 per ordinary share

“TFE instruction” a transfer from escrow instruction (as defined in the CRESTmanual issued by CRESTCo)

“TTE instruction” a transfer to escrow instruction (as defined in the CREST manualissued by CRESTCo)

“UK” or “United Kingdom” United Kingdom of Great Britain and Northern Ireland

“Waiver” the proposed waiver of the obligation to make a general offerunder Rule 9 of the City Code to be granted by the Panelconditional on the approval of the Independent Shareholders bythe passing of resolution 2 at the Extraordinary General Meeting

PART ILETTER FROM THE CHAIRMAN

AMICREST HOLDINGS PLC(Incorporated in England and Wales under the Companies Act 1985 with Registered No.02835415)

Directors: Registered Office:

Gerard Lee (Chairman) 1001 Finchley RoadEnrique Elliott London David Jarvis NW11 7HBVictor LipienRobert Yorke-Starkey

30 June 2005

Dear Shareholder,

Proposed Tender Offer by Hichens, Harrison & Co. plc to purchase Ordinary Shares atthe Tender Price of £1.55 for an aggregate consideration of up to £4,712,000.

The purpose of this Circular is to provide you with details of, and to seek your approval for, first theproposals relating to the Tender Offer, and secondly the authority to make market purchases of OrdinaryShares and thirdly the Waiver.

BACKGROUND TO AND REASONS FOR THE TENDER OFFERAt an Extraordinary General Meeting of the Company in June 2002, the existing board of directors wasremoved and replaced by David Jarvis, Enrique Elliott and me. We were elected on a mandate to extricatethe Company from all joint ventures and to realise investment for Shareholders; we were subsequentlyjoined on the Board by Victor Lipien and Robert Yorke-Starkey.

On 30 May 2002 it was announced that agreement had been reached between Recovery 1 Plc and theCompany in respect of joint ventures between those companies and that a settlement had been agreedbetween Recovery 1 Plc and the Company relating to the claims made by the Company against Recovery 1Plc. As part of this settlement the Company acquired the site at Tib Street, Manchester.

On 25 June 2003 it was announced that your Board was working towards returning money toShareholders and was attempting to resolve the rights of light and planning permission issues on theproperty at Tib Street, Manchester.

On 30 September 2004 it was announced that work was continuing on Tib Street, Manchester to resolvethe rights of light and planning permission issues so that the Company could increase the value of the site.The Board believes that the successful development of this site will produce profits for the Company.

We are aware that some Shareholders have been hoping for an early opportunity to exit from theirinvestment in the Company and to have funds returned to them whilst others have enquired about theprospect of the Company continuing to trade, at least in the short- to medium-term.

Your Board promised to provide an exit route for Shareholders as soon as practically possible, and in thecircumstances, we have decided that the most appropriate course of action, both for the benefit of theCompany and also all Shareholders individually, is for the Company to offer to buy back Ordinary Sharesfrom Shareholders at a price of £1.55 per Ordinary Share, using the Company’s net cash resources for thispurpose.

The Tender Price represents a discount of 9.88 per cent to the net asset value of £1.72 per share shown inthe audited accounts for the year to 31 December 2004, which were published on 27 May 2005, a copy ofwhich is being sent to Shareholders with this document. The Tender Price represents a premium of14.82 per cent over the current mid-price of £1.35 per Ordinary Share quoted on the OFEX market.

The Independent Directors, who have been so advised by Hichens, believe that the Tender Offer representsan equitable exit route for those Shareholders who wish to see a cash return on their investment now andsatisfies the Board’s stated intention to provide Shareholders with such an exit route. It also allows those

5

Shareholders who wish to see a return on the development of the Tib Street site to have the opportunityof benefiting from this if, as the Board anticipates, the planning and right of light issues are resolved andthere is a resultant increase in the value of the Tib Street site.

TAXATIONShareholders are advised to consult their professional advisers regarding their own tax position.

EXTRAORDINARY GENERAL MEETINGThe Tender Offer is subject, inter alia, to the passing of the relevant Resolutions by Shareholders at theExtraordinary General Meeting.

None of the Directors, who collectively have an aggregate holding of 976,729 Ordinary Shares, whichrepresents approximately 20.26 per cent of the present issued share capital of the Company, will be votingat the Extraordinary General Meeting on the Resolutions authorising the Tender Offer and approving theWaiver to be granted by the Panel. Those Directors, who are also either shareholders or directors or bothof Pathfinder, have obtained confirmation from Pathfinder that it will also abstain from voting its 132,000Ordinary Shares, representing a further 2.74 per cent of the present issued share capital of the Company.

The Extraordinary General Meeting of the Company has been convened for 09.30 hours on 25 July 2005at 1001 Finchley Road, London NW11 7HB to consider and, if thought fit, pass the Resolutions toimplement the Tender Offer and approve the Waiver.

A notice convening the Extraordinary General Meeting is set out at the end of this Circular.

All Shareholders are encouraged by the Board to complete and return the enclosed Form of Proxy for use atthe Extraordinary General Meeting to approve the authority for the Tender Offer.

THE TENDER OFFERThe key points of the Tender Offer are as follows:

� up to £4,712,000 will be available to purchase Ordinary Shares pursuant to the Tender Offer;

� Ordinary Shares will be acquired under the Tender Offer at the Tender Price;

� Shareholders will be entitled to have a percentage of their shareholdings purchased pursuant to theTender Offer (their “Basic Entitlement”);

� Shareholders will have the opportunity to tender additional Ordinary Shares for purchase to theextent that not all Shareholders tender their entire Basic Entitlement. To the extent that RepurchaseMonies are available, such additional tenders will be satisfied pro rata in proportion to the amounttendered by each Shareholder in excess of its Basic Entitlement;

� the Tender Offer is conditional, inter alia, on the Company receiving valid tenders in respect of noless than 1 per cent of the Ordinary Shares in issue as at the date of this Circular; and

� the Tender Offer is conditional, inter alia, on the passing of the Resolutions set out in the Notice ofExtraordinary General Meeting at the end of this Circular.

Shareholders (other than certain Overseas Shareholders) are being invited by Hichens to tender OrdinaryShares to Hichens who will, as principal, purchase Ordinary Shares tendered at the Tender Price and thensell them to the Company at the same price by way of an on-market transaction under the terms of theRepurchase Agreement. The Ordinary Shares which the Company acquires from Hichens under theRepurchase Agreement will be cancelled on delivery.

The Basic Entitlement of each Shareholder will be calculated on the Calculation Date by determining thepercentage of the aggregate number of Ordinary Shares in issue on the Record Date (less the 1,108,729Ordinary Shares held by the Directors themselves and including the 132,000 Ordinary Shares held byPathfinder) that may be purchased at the Tender Price if the Repurchase Monies are utilised in full andapplying that percentage to the number of Ordinary Shares held by each Shareholder (other than thoseheld by the Directors and by Pathfinder) on the Record Date. Each Shareholder’s Basic Entitlement willbe rounded down to the nearest whole Ordinary Share.

IMPLICATIONS OF THE CITY CODE FOR THE TENDER OFFERUnder Rule 9 of the City Code, any person or group of persons deemed to be acting in concert whoacquires individually or collectively 30 per cent or more of the voting shares of the Company to which the

6

City Code applies, is normally required by the Panel to make a general offer to shareholders of thatCompany to acquire their shares. Rule 9 of the City Code also provides that if any person or group ofpersons deemed to be acting in concert who owns more than 30 per cent but not more than 50 per cent ofthe voting shares of the Company acquires additional voting rights, that person or group of persons willbe required to make a general offer to shareholders of that Company to acquire their shares. The threeabove-named Directors for the purposes of the City Code are deemed to be acting in concert. An offerunder Rule 9 must be in cash and at the highest price paid in the last twelve months.

Under Rule 37 of The City Code, when a Company purchases its own voting shares any resulting increasein the percentage of voting rights carried by the shareholding of any person or group of persons acting inconcert will be treated as an acquisition for the purposes of Rule 9 (although a shareholder who is neithera director nor acting in concert with a director will not normally incur an obligation under Rule 9). Suchpurchases under the Tender Offer (if approved by Shareholders) will have the effect of increasing thepercentage holdings of (but not the actual number of shares held by) the Concert Party and could result inthe Concert Party being obliged to make an offer for the Company. However, the Panel has agreed,subject to Independent Shareholders’ approval, on a poll, to waive the possible requirement for any of theDirectors to make a general offer to all Shareholders following the Tender Offer.

Under the provisions of the City Code, shareholders are deemed to be acting in concert where, pursuantto an agreement or understanding (whether formal or informal), they actively co-operate, through theacquisition by any of them of shares in a company, to obtain or consolidate control (as defined in the CityCode) of that company. Messrs. Lee, Lipien and Yorke-Starkey and Pathfinder are considered to be actingin concert for the purposes of the City Code and, collectively, they constitute the Concert Party referred toin this document.

Three Directors currently hold between them 976,729 Ordinary Shares representing 20.26 per cent of theissued share capital of the Company.

Pathfinder holds 132,000 Ordinary Shares or 2.74 per cent of the issued share capital of the Company. Mr.Lee is a director of the Company and of Pathfinder. Amicrest and Messrs. Lee (through KerringtonAcquisitions Limited, a company controlled by Mr. Lee), Lipien and Yorke-Starkey hold in aggregate12,108,632 million ordinary shares or 15.14 per cent of the issued share capital of Pathfinder. As a resultof the above common directorships and shareholdings in Pathfinder, these Directors are deemed toexercise control over a further 2.74 per cent of the issued share capital of the Company (being the sharesin the Company held by Pathfinder), bringing the aggregate number of shares controlled by theseDirectors to 1,108,729 representing 23 per cent of the issued share capital of the Company.

Should the Repurchase Monies be used in full to purchase Ordinary Shares pursuant to the Tender Offer,the maximum number of Ordinary Shares that these Directors (who are members of the Concert Party)will hold or over which they will exercise control will be 1,108,729 Ordinary Shares representing 62.28 percent of the issued share capital of the Company, made up as follows:

Their individual holdings are as follows:

Percentage of IssuedPercentage of Shares Capital

Number of Present Issued if Tender Offer Shareholder Ordinary Shares Share Capital Fully Subscribed 1. Gerard Lee (through Kerrington

Acquisitions Limited) 822,729 46.21 46.212. Victor Lipien 74,000 4.16 4.163. Robert Yorke-Starkey 80,000 4.49 4.194. Pathfinder 132,000 7.42 7.42

5555 5555 5555

Total 1,108,729 23.00 62.285555 5555 55555555 5555 5555

The Panel has agreed, subject to Independent Shareholders voting on a poll, to waive any obligation tomake a general offer which might result from the Tender Offer.

The Waiver is only in respect of any holding of Ordinary Shares resulting from the purchases by theCompany of Ordinary Shares pursuant to the Tender Offer. Any acquisition of Ordinary Shares by othermeans will be subject to the normal provisions of Rule 9 of the City Code.

A Resolution to allow Independent Shareholders to approve the Waiver is set out in the notice conveningthe Extraordinary General Meeting.

7

Further information on the Concert Party is set out below and in Part IV.

Shareholders should note that the Directors may, if the Tender Offer is fully subscribed, hold or exercisecontrol over a number of shares which is greater than 50 per cent of the issued share capital of the Company.This would give them the ability to exercise a very significant degree of control over the future conduct of theCompany. Assuming the Tender Offer is fully subscribed, the Concert Party will hold more than 50 per centof the voting rights and, whilst the Concert Party members continue to be treated as acting in concert, will beable to increase its shareholding without any obligation to make a general offer under Rule 9 of the CityCode. The Panel, however, should be consulted before any individual increases his shareholding through aRule 9 threshold.

The Directors have confirmed that the business of the Company will be continued in substantially thesame manner as at present. The expenditure through the proposed Tender Offer of the portion of theCompany’s net cash resources represented by the Repurchase Monies will not, in the Directors’ opinion,prejudice the Company’s ability to achieve this. The Company has no employees, other than its Directors,who could be affected by the proposals contained in this document.

GENERALThe attention of Overseas Shareholders wishing to participate in the Tender Offer is drawn to paragraph 9of Part III of this Circular. It is the responsibility of all Overseas Shareholders to satisfy themselves as tothe observance of any legal requirements in any relevant jurisdiction, including, without limitation, anyrelevant requirements in relation to the ability of such Shareholders to complete and return the TenderForm and the Form of Proxy. The Tender Offer is not being made directly or indirectly in or into theUnited States, Canada, Australia or Japan. Any Shareholder who is unable to give the warranties set outin paragraphs 6(i), 6(j) and 6(k) in Part III of this Circular will be deemed not to have tendered theirOrdinary Shares pursuant to the Tender Offer.

Further details of the Tender Offer are set out in the letter to Shareholders from Hichens in Part II of thisCircular.

The Tender Offer is conditional, inter alia, on the passing of the Resolutions set out in the Notice ofExtraordinary General Meeting at the end of this Circular. The Tender Offer is only available toShareholders whose names are on the share register of the Company at the close of business on 21 July 2005(other than certain Overseas Shareholders) and only in respect of Ordinary Shares held by them on theRecord Date.

ACTION TO BE TAKENTo vote at the Extraordinary General MeetingShareholders will find enclosed a Form of Proxy for use in connection with the Extraordinary GeneralMeeting. Whether or not Shareholders intend to be present at the EGM or tender their Ordinary Sharesunder the Tender Offer, they are requested to complete the Form of Proxy in accordance with theinstructions printed thereon and return it so as to be received by Capita Registrars, P.O. Box 25,Beckenham, Kent BR3 4BR, as soon as possible, but in any event, in order to be valid, not later than09.30 hours on 23 July 2005, being the latest practicable time prior to the time appointed for holding theExtraordinary General Meeting. Completion and return of a Form of Proxy will not preclude aShareholder from attending and voting in person at the EGM, should the Shareholder so wish.

To participate in the Tender OfferThe procedure for tendering Ordinary Shares pursuant to the Tender Offer is set out in Part III of thisCircular and in the enclosed Tender Form. Shareholders who wish to tender Ordinary Shares for purchaseare requested to complete the Tender Form and return it, together with the relevant share certificate(s) forcertificated shares (where applicable), so as to be received by Capita IRG Plc, Corporate Actions,P.O. Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH, by not later than3.00 p.m. on 21 July 2005. A reply paid envelope is enclosed for your use. A Tender Form once lodgedmay not be withdrawn. Shareholders who hold their Ordinary Shares in uncertificated form (that is, inCREST) should complete the Tender Form and return it to Capita IRG Plc at the above address andfollow further instructions set out in paragraph 4 of Part III of this Circular so as to tender their OrdinaryShares for purchase in a manner whereby the transfer to escrow pursuant to the TTE instruction settles nolater than 3.00 p.m. on 21 July 2005.

8

FURTHER INFORMATIONYour attention is drawn to the further information set out in Parts II to IV of this Circular.

Certain factors to consider in reaching a decision whether or not to participate in the proposed Tender OfferThe Independent Directors, so advised by Hichens, have set out immediately below certain factors, whichthey believe to be of significance for the Independent Shareholders in deciding whether or not to accept theproposed Tender Offer in respect of any part of their individual shareholdings.

Factors to consider IN FAVOUR OF accepting the proposed Tender Offer:

1. The Tender Price of £1.55 per share represents a premium of 14.82 per cent to the present mid-marketprice of the Ordinary Shares on OFEX. The Independent Directors, so advised by Hichens, believe theTender Price to be fair and reasonable;

2. The market in the Ordinary Shares is not liquid and the spread between the buying price and the sellingprice can be wide; by way of illustration, the closing price of the Ordinary Shares on 29 June 2005 onOFEX was £1.30: £1.40 and the advertised market size was shown as 1,000 shares. Larger parcels ofshares may therefore be difficult or impossible to sell, or to sell at or around the advertised price;

3. Although the Independent Directors take a positive view of the future prospects for disposing of the TibStreet site in Manchester at a price higher than the value which can be attributed to it today, this willbe dependent on the ability of the Company successfully to resolve the planning and other issuessurrounding this site. There can be no guarantee that the Company will be able to resolve these issuesand consequently realise the financial potential, which they believe the site possesses;

4. Even if the Company is able to resolve the outstanding matters surrounding the Tib Street site, therecan be no guarantee that the site will be able to be sold quickly, thereby enabling the Board to proceedwith its intention to realise this asset for the benefit of Shareholders.

Factors to consider AGAINST accepting the proposed Tender Offer:

1. The Tender Price of £1.55 per share represents a discount of 9.88 per cent to the net asset value pershare as at 31st December 2004 of £1.72;

2. The net asset value of £1.72 per share includes the carrying value at the year-end in the Company’sbooks of the Tib Street site. The Tib Street site had been written down in the previous financial yearby £895,000 because of certain complications, which had become apparent to the Board. TheIndependent Directors believe that the planning and other issues affecting the development and sale ofthe Tib Street site are capable of resolution, which, it is anticipated, would increase the re-sale value ofthis site;

3. To the extent that Shareholders may accept the proposed Tender Offer (if approved), the net assetvalue of those Ordinary Shares still outstanding when the Tender Offer expires will rise as a functionof the discount to present net assets represented by the Tender Price, which should be to the benefit ofthe Shareholders who elect to remain with the Company and do not tender their shares at the TenderPrice (although there can be no guarantee that any increase in the net assets per share will be reflectedin the market price for the shares).

RECOMMENDATIONThe Independent Directors, who have been so advised by Hichens, do NOT recommend Shareholders acceptthe Tender Price of £1.55 per share, given the reasons set out above. However, certain Shareholders haveexpressed a desire to be provided with an exit route and the Independent Directors believe that the exit priceof £1.55 offered by the Tender Offer is fair and reasonable. In providing advice to the Independent Directors,Hichens has taken into account the Independent Directors’ commercial assessment.

In order for those Shareholders, who wish to accept the Tender Offer, to do so, it is necessary for theResolutions to be passed.

The Board unanimously recommends all Shareholders to vote in favour of the resolution to approve theTender Offer and the Independent Directors recommend all Shareholders to vote in favour of the resolution toapprove the Waiver, whether they intend to accept the Tender Offer or not.

IT IS NECESSARY FOR SHAREHOLDERS (EVEN IF THEY DO NOT WISH TO ACCEPT THETENDER OFFER THEMSELVES) TO VOTE IN FAVOUR OF THE RESOLUTIONS TO ALLOWSHAREHOLDERS WHO WISH TO ACCEPT THE TENDER OFFER TO DO SO.

9

Shareholders are reminded that, to the extent that the Tender Offer is accepted, the net asset value of thoseOrdinary Shares still held following the Tender Offer will have increased by virtue of the difference betweenthe Tender Price and the net assets per share, and for this reason it is advantageous for shareholders who donot wish to accept the Tender Offer also to vote in favour of the Resolutions to approve the Tender Offer.

As stated earlier those Directors who collectively own or influence an aggregate holding of 1,108,729Ordinary Shares representing approximately 23 per cent of the issued ordinary share capital of the Companywill abstain from voting on the Resolutions. The Independent Directors are not themselves Shareholders.

Independent Shareholders’ decisions whether or not to accept the Tender Offer will depend, among otherthings, on their view of the Company’s prospects and their individual circumstances, including their own taxposition. In making their own decisions Shareholders are strongly recommended to consult their dulyauthorised independent financial advisers in addition to considering the factors set out above by theIndependent Directors.

Yours faithfully,

Gerard Lee,Chairman of the Board of Directors

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PART IILETTER FROM HICHENS, HARRISON & CO. PLC

Bell Court House11 Blomfield Street

LondonEC2M 1LB

30 June 2005

To Shareholders

Dear Sir or Madam,

TENDER OFFER TO PURCHASE ORDINARY SHARES AT £1.55 PER ORDINARY SHAREAs explained in the letter from your Chairman in Part I of this Circular, Shareholders (other than certainOverseas Shareholders and the Directors) are being given an opportunity to tender Ordinary Shares forpurchase by Hichens under the Tender Offer on the basis set out below and in Part III of this Circular. Thepurpose of this letter is to set out the principal terms and conditions of the Tender Offer.

Hichens hereby invites Shareholders (other than certain Overseas Shareholders and the Directors) on theCompany’s share register at the Record Date to tender Ordinary Shares for purchase by Hichens for cashat the Tender Price on the terms and subject to the conditions set out in Part III of this Circular.

Each Shareholder will be entitled to apply to sell his Basic Entitlement under the Tender Offer. Theamount of the Basic Entitlement will be determined on the Calculation Date. Each Shareholder’s BasicEntitlement will be expressed as a number of Ordinary Shares (rounded down to the nearest wholenumber). In addition, Shareholders may tender further Ordinary Shares in excess of their BasicEntitlement up to the entirety of their holdings. Any such additional tenders shall be satisfied (asdetermined by Hichens) pro rata in proportion to the amount tendered by each such Shareholder in excessof his Basic Entitlement (rounded down to the nearest whole Ordinary Share). Such additional OrdinaryShares will be purchased by Hichens on a pro rata basis to the extent that Repurchase Monies are availableas a result of not all Shareholders having tendered their respective Basic Entitlement.

PROCEDURE FOR TENDERING ORDINARY SHARES Shareholders who wish to tender their Ordinary Shares should complete the Tender Form in accordancewith the instructions set out therein and return the completed Tender Form by post or by hand (duringnormal business hours) to Capita IRG Plc, Corporate Actions, P.O. Box 166, The Registry, 34 BeckenhamRoad, Beckenham, Kent BR3 4TH so as to be received as soon as possible and, in any event, not laterthan 3.00 p.m. on 21 July 2005.

Shareholders who hold their Ordinary Shares in certificated form should also return the share certificate(s)and/or other documents of title in respect of the Ordinary Shares tendered with their Tender Form.Shareholders who hold their Ordinary Shares in uncertificated form (that is, in CREST) should return theTender Form as described above and arrange for the relevant Ordinary Shares to be transferred intoescrow pursuant to a TTE instruction as described in paragraph 4 of Part III of this Circular and in theTender Form.

Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged orotherwise disposed of.

Full details of the procedure for tendering Ordinary Shares are set out in Part III of this Circular and inthe Tender Form.

VALIDITY OF THE TENDER FORMS Tender Forms which are received by Capita IRG Plc after 3.00 p.m. on 21 July 2005 or which at that timeare incorrectly completed or not accompanied by all relevant documents (or a satisfactory indemnity inlieu thereof) or instructions may be rejected and returned to Shareholders or their appointed agent,together with any accompanying share certificate(s) and/or other document(s) of title.

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Hichens reserves the right to treat as valid Tender Forms, Tender Forms which are not entirely in orderand which are not accompanied (in the case of Ordinary Shares held in certificated form) by the relevantshare certificate(s) and/or other documents of title (or a satisfactory indemnity in lieu thereof).

OVERSEAS SHAREHOLDERS Shareholders with registered or mailing addresses outside the United Kingdom or who are citizens ornationals of, or resident in, a jurisdiction other than the United Kingdom should read paragraph 9 ofPart III of this Circular and the relevant provisions of the Tender Form.

CONDITIONS The Tender Offer is conditional, inter alia, on the passing of the Resolutions to be proposed at the EGMnot later than 25 July 2005, or such later date as the Company may determine. The Tender Offer is subjectto the other conditions set out in paragraph 2 of Part III of this Circular.

TERMINATION OF THE TENDER OFFER The Tender Offer may be terminated in the circumstances described in paragraph 2 of Part III of thisCircular.

SETTLEMENT Subject to the Tender Offer becoming unconditional, payment of the Tender Price due to Shareholderswho tender some or all of their Ordinary Shares under the Tender Offer is expected to be made (by chequeor by payment through CREST, as appropriate) by 29 July 2005 or as soon as practicable thereafter, asdescribed in paragraph 5 of Part III of this Circular.

THE CITY CODE ON TAKEOVERS AND MERGERS Shareholders should note the important information in paragraph 7 of Part IV of this Circular relating tocertain provisions of the City Code in respect of Hichens which will be relevant to purchasers of OrdinaryShares after the date of this Circular.

FURTHER INFORMATION Your attention is drawn to the information contained in the rest of this Circular, including, in particular,the terms and conditions of the Tender Offer in Part III of this Circular.

Yours faithfully,

Adam Wilson,Director,

Hichens, Harrison & Co. plc

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PART IIITERMS AND CONDITIONS OF THE TENDER OFFER

1. TENDERS 1.1 All Shareholders on the share register of the Company on the Record Date (other than certain

Overseas Shareholders, the Directors and Pathfinder) may tender Ordinary Shares for purchase byHichens on the terms and subject to the conditions set out in this Circular and the accompanyingTender Form.

1.2 The Tender Offer is made at the Tender Price. The consideration for each tendered Ordinary Shareacquired by Hichens pursuant to the Tender Offer will be paid in accordance with the settlementprocedures set out in paragraph 5 below.

1.3 Upon the Tender Offer becoming unconditional and unless the Tender Offer has been terminated inaccordance with the provisions of paragraph 2.2 below, Hichens will accept the offers ofShareholders validly made in accordance with this Part III, subject as mentioned below, on the basisthat each Shareholder (other than certain Overseas Shareholders will be entitled to sell to Hichensany number of Ordinary Shares up to their Basic Entitlement. Shareholders will also be entitled tooffer further Ordinary Shares in excess of their Basic Entitlement to Hichens for purchase, to theextent that other Shareholders do not tender Ordinary Shares or tender Ordinary Shares amountingto less than the whole of their Basic Entitlement. Any such excess tenders shall be satisfied (asdetermined by Hichens) pro rata in proportion to the amount tendered by each such Shareholder inexcess of his Basic Entitlement (rounded down to the nearest whole Ordinary Share).

2. CONDITIONS, SUSPENSION AND TERMINATION2.1 The Tender Offer is conditional on the following conditions (together the “Conditions”) being

satisfied:

(a) the passing of the Resolutions set out in the notice of EGM by not later than 25 July 2005 orsuch later date as the Company may determine;

(b) Hichens being satisfied that the Company has in its control or holds to its order an amountequal to the aggregate amount payable under the Tender Offer and the Company havingpaid the same into an account in accordance with the Repurchase Agreement;

(c) valid and successful tenders being received in respect of Ordinary Shares representing at leastone per cent of the aggregate Ordinary Shares in issue as at the Calculation Date;

(d) the Company having sufficient distributable profits to repurchase all of the tenderedOrdinary Shares from Hichens pursuant to the Repurchase Agreement; and

(e) the Tender Offer not having been terminated in accordance with paragraph 2.2 below priorto the fulfilment of the conditions referred to in sub-paragraphs (a) to (d) above.

Hichens will not purchase any Ordinary Shares pursuant to the Tender Offer unless the Conditionshave been satisfied in full. Conditions 2.1(a), 2.1(c), 2.1(d) and 2.1(e) may not be waived byHichens. If the Conditions are not satisfied prior to the close of business on 25 July 2005, Hichensmay postpone the completion of the Tender Offer for up to 20 Business Days, after which time theTender Offer, if not then completed, will lapse.

2.2 If the Board shall, at any time prior to Hichens effecting the purchase, as principal, of the tenderedOrdinary Shares under the Tender Offer, notify Hichens in writing that in its reasonable opinioneither:

(a) there has occurred a change in national or international financial, economic, political ormarket conditions such that it has either become impractical or inappropriate for theCompany to dispose of its investments or otherwise to raise finance to enable it to fund therepurchase of Ordinary Shares pursuant to the Repurchase Agreement without materiallyharming the interests of Shareholders as a whole; or

(b) the completion of the purchase of the Ordinary Shares pursuant to the Tender Offer wouldhave unexpected adverse fiscal consequences (by reason of a change in legislation, practice orotherwise) for the Company or its Shareholders if the Tender Offer were to proceed, then

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either the Company or Hichens may (in each case in its complete discretion) either exercisepowers to terminate the Tender Offer by a public announcement (in which event the TenderOffer shall terminate immediately or as otherwise specified in such announcement) or maypostpone the Calculation Date and the completion of the Tender Offer for up to 20 BusinessDays, after which the Tender Offer, if not then completed by reason of the postponementcircumstances continuing, will lapse.

3. CALCULATION OF THE BASIC ENTITLEMENT 3.1 The Basic Entitlement of each Shareholder shall be determined by the Company as follows:

(a) The maximum percentage of the Ordinary Shares in issue on the Record Date (the “RelevantPercentage”) that may be purchased pursuant to the Tender Offer shall be calculated inaccordance with the following formula:

Where:

A is the Relevant Percentage; B is the aggregate amount of the Repurchase Monies; C is the total number of Ordinary Shares in issue on the Record Date (as reduced by

1,108,729 Ordinary Shares held by the Concert Party); andD is the Tender Price per Ordinary Share, expressed in Sterling.

(b) The number of Ordinary Shares constituting each Shareholder’s Basic Entitlement shall be suchnumber of Ordinary Shares rounded down to the nearest whole number as the Company determinesis equal to the Relevant Percentage of the total number of Ordinary Shares registered in suchShareholder’s name on the Record Date. For this purpose, Ordinary Shares held in certificatedform and in uncertificated form shall be treated as separate holdings.

4. PROCEDURE FOR TENDERING ORDINARY SHARES 4.1 Completion of Tender Forms

To tender your Ordinary Shares, whether or not they are held in CREST, you must complete, signand return the accompanying Tender Form in accordance with this paragraph 4 and theinstructions printed on the Tender Form.

If you hold Ordinary Shares in both certificated and uncertificated form, you should complete aseparate Tender Form for each holding. In addition, you should complete separate Tender Formsfor Ordinary Shares held in uncertificated form but under different member account IDs and forOrdinary Shares held in certificated form but under different designations. Additional TenderForms are available from Capita IRG Plc, Corporate Actions, P.O. Box 166, The Registry,34 Beckenham Road, Beckenham, Kent BR3 4TH, telephone number 0870 162 3100, or, if diallingfrom outside the UK, +44 20 8639 2157. Please note that Capita IRG Plc is not able to givefinancial or investment advice in relation to the Tender Offer.

4.2 Return of Tender FormsCompleted and signed Tender Forms should be sent either by post or by hand (during normalbusiness hours only) to Capita IRG Plc, Corporate Actions, P.O. Box 166, The Registry,34 Beckenham Road, Beckenham, Kent BR3 4TH as soon as possible and, in any event, so as to bereceived not later than 3.00 p.m. on 21 July 2005. No tenders received after that time will be accepted.A reply-paid envelope is enclosed with this Circular. No acknowledgement of receipt of documentswill be given. Any Tender Form received in an envelope postmarked in the United States, Canada,Australia or Japan or otherwise appearing to Hichens or its agents to have been sent from any ofthose jurisdictions may be rejected as an invalid tender. Please refer to paragraph 9 of this Part IIIfor further information on Overseas Shareholders.

Ordinary Shares held in certificated form (that is, not in CREST)

The completed and signed Tender Form should be accompanied by the relevant share certificate(s)and/or other document(s) of title. If your share certificate(s) and/or other document(s) of title arenot readily available (for example, if they are with your stockbroker, bank or other agent) or arelost, the Tender Form should nevertheless be completed, signed and returned as described above so

A = B

x 100(C&D)

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as to be received by Capita IRG Plc, Corporate Actions, P.O. Box 166, The Registry,34 Beckenham Road, Beckenham, Kent BR3 4TH not later than 3.00 p.m. on 21 July 2005 togetherwith any share certificate(s) and/or other document(s) of title that you do have available andaccompanied by a letter stating that the remaining share certificate(s) and/or other document(s) oftitle will be forwarded as soon as possible thereafter and, in any event, so as to arrive not later than3.00 p.m. on 21 July 2005.

If you have lost the relevant share certificate(s) and/or other document(s) of title, you should writeto the Company’s Registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham,Kent BR3 4TU as soon as possible for a letter of indemnity in respect of the lost share certificate(s)which, when completed in accordance with the instructions given, should be returned to CapitaIRG Plc, at the address referred to above so as to be received not later than 3.00 p.m. on 21 July2005.

Ordinary Shares held in uncertificated form (that is, in CREST)

If the Ordinary Shares which you wish to tender are held in uncertificated form, you must insert inBox 4 of the Tender Form the participant ID and member account ID under which such OrdinaryShares are held by you in CREST and otherwise complete and return the Tender Form as describedabove. In addition, you should take (or procure to be taken) the action set out below to transfer (bymeans of a TTE instruction) the number of Ordinary Shares which you wish to tender under theTender Offer to an escrow balance, specifying Capita IRG Plc (in its capacity as a CREST receivingagent under its participant ID referred to below) as the escrow agent, as soon as possible and, in anyevent, so that the transfer to escrow settles by 3.00 p.m. on 21 July 2005. All Ordinary Shares tenderedmust be transferred to escrow. As the Basic Entitlement of each Shareholder will not be known untilthe Calculation Date, if you wish to be sure of tendering your Basic Entitlement, you should transferall of your uncertificated Ordinary Shares to escrow as described above.

If you are a CREST sponsored member, you should refer to your CREST sponsor before takingany action. Your CREST sponsor will be able to confirm details of your participant ID and themember account ID under which your Ordinary Shares are held. In addition, only your CRESTsponsor will be able to send the TTE instruction to CRESTCo in relation to the Ordinary Shareswhich you wish to tender under the Tender Offer.

You should send (or, if you are a CREST sponsored member, procure that your CREST sponsorsends) a TTE instruction to CRESTCo which must be properly authenticated in accordance withCRESTCo’s specifications and which must contain, in addition to other information that isrequired for the TTE instruction to settle in CREST, the following details:

� the number of Ordinary Shares to be transferred to an escrow balance;

� your member account ID. This must be the same member account ID as the member accountID that is inserted in Box 4 of the Tender Form;

� your participant ID. This must be the same participant ID as the participant ID that isinserted in Box 4 of the Tender Form;

� the participant ID of the escrow agent, Capita IRG plc, in its capacity as a CREST receivingagent. This is RA10;

� the member account ID of the escrow agent, Capita IRG Plc. This is: AMICREST;

� the corporate action number for the Tender Offer. This is allocated by CRESTCo and can befound by viewing the relevant corporate action details in CREST;

� the Tender Form reference number. This is the reference number that appears in Box 4 onpage 3 of the Tender Form. This reference number should be inserted in the first eightcharacters of the shared note field on the TTE instruction. Such insertion will enable CapitaIRG Plc to match the transfer to escrow to your Tender Form. You should keep a separaterecord of this number for future reference;

� the intended settlement date for the transfer to escrow. This should be as soon as possibleand, in any event, not later than 3.00 p.m. on 21 July 2005;

� the corporate action ISIN. This is GB0006162035; and

� input with the standard TTE delivery instruction priority of 80.

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After settlement of the TTE instruction, you will not be able to access the Ordinary Sharesconcerned in CREST for any transaction or for charging purposes, notwithstanding they will beheld by Capita IRG Plc as your agent until completion or lapsing of the Tender Offer. If the TenderOffer becomes unconditional, Capita IRG Plc will transfer the Ordinary Shares which are acceptedby Hichens to itself as Hichens’ agent.

You are recommended to refer to the CREST Manual published by CRESTCo for furtherinformation on the CREST procedures outlined above. For ease of processing, you are requested,wherever possible, to ensure that a Tender Form relates to only one transfer to escrow.

If no Tender Form reference number, or an incorrect Tender Form reference number, is included onthe TTE instruction, Hichens may (but shall not be obliged to) treat any number of Ordinary Sharestransferred to an escrow balance in favour of the escrow agent from the participant ID and memberaccount ID identified in the TTE instruction as relating to any Tender Form which relates to thesame participant ID and member account ID (up to the number of Ordinary Shares inserted ordeemed to be inserted in the Tender Form concerned).

You should note that CRESTCo does not make available special procedures in CREST for anyparticular corporate action. Normal system timings and limitations will, therefore, apply in connectionwith a TTE instruction and its settlement. You should, therefore, ensure that any necessary action istaken by you (or by your CREST sponsor) to enable a TTE instruction relating to your OrdinaryShares to settle prior to 3.00 p.m. on 21 July 2005. In this regard, you are referred, in particular, tothose sections of the CREST manual concerning practical limitations of the CREST system andtimings.

An appropriate announcement will be made through Newstrack if any of the details contained inthis paragraph are altered.

Deposits of Ordinary Shares into, and withdrawals of Ordinary Shares from, CREST

Normal CREST procedures (including timings) apply in relation to any Ordinary Shares that are,or are to be, converted from uncertificated to certificated form, or from certificated to uncertificatedform, during the course of the Tender Offer (whether such conversion arises as a result of a transferof Ordinary Shares or otherwise). Shareholders who are proposing to convert any such OrdinaryShares are recommended to ensure that the conversion procedures are implemented in sufficienttime to enable the person holding or acquiring Ordinary Shares as a result of the conversion to takeall necessary steps in connection with such person’s participation in the Tender Offer (in particular,as regards delivery of share certificate(s) and/or other document(s) of title or transfers to an escrowbalance as described above) prior to 3.00 p.m. on 21 July 2005.

4.3 Validity of Tender Forms Notwithstanding the powers below, Hichens reserves the right to treat as valid only Tender Formswhich are received entirely in order (to be determined by Hichens in its sole discretion) by 3.00 p.m.on 21 July 2005 and which are accompanied (in the case of Ordinary Shares held in certificatedform) by the relevant share certificate(s) and/or other document(s) of title (or in the event that suchdocuments have been lost, a satisfactory indemnity (please refer to paragraph 4.2 above) in lieuthereof) or (in the case of Ordinary Shares held in uncertificated form) by the relevant TTEinstruction, in each case in respect of the entire number of Ordinary Shares tendered.

Notwithstanding the completion of a valid Tender Form, the Tender Offer may be terminated orlapse in accordance with the terms and conditions set out in this Part III of this Circular.

The decision of Hichens as to which Ordinary Shares have been validly tendered shall be conclusiveand binding on all Shareholders.

If you are in any doubt as to how to complete the Tender Form or as to the procedure for tenderingOrdinary Shares, please contact Capita IRG Plc by telephone on 0870 162 3100 or, if dialling fromoutside the UK, on +44 20 8639 2157. Please note that Capita IRG Plc is not able to give financialor investment advice in respect of the Tender Offer. You are reminded that, if you are a CRESTsponsored member, you should contact your CREST sponsor before taking any action.

Shareholders should note that once tendered, Ordinary Shares may not be sold, transferred,charged or otherwise disposed.

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5. SETTLEMENT 5.1 Certificated Form: Where an accepted tender relates to Ordinary Shares held in certificated form,

cheques for the consideration due to any Shareholder are expected to be despatched by 29 July2005. Cheques will be despatched by Capita IRG Plc by first class post to the person or agent whosename and address (which shall be outside the United States, Canada, Australia and Japan) is set outin Box 3 (or, if completed, Box 6) of the Tender Form or, if none is set out, to the registered addressof the tendering Shareholder or, in the case of joint holders, the address of the first named. All cashpayments will be made in sterling by cheque drawn on a branch of a UK clearing bank.

5.2 Uncertificated Form: Where an accepted tender relates to Ordinary Shares held in uncertificatedform, the consideration due will be paid by means of CREST by Capita IRG Plc procuring aCREST payment in favour of the tendering Shareholder’s payment bank in accordance with theCREST procedures and timings.

5.3 If any tendered Ordinary Shares are not purchased pursuant to the terms of the Tender Offer:

(a) where the Ordinary Shares are held in certificated form, the relevant Shareholder will beentitled to receive a certificate in respect of the balance of the unsold Ordinary Shares whichwill be sent without expense to, but at the risk of, the tendering Shareholder; or

(b) where the Ordinary Shares are held in uncertificated form, the unsold Ordinary Shares willbe transferred by the escrow agent by means of a TFE instruction to the original availablebalance from which those Ordinary Shares came.

6. TENDER FORM Each Shareholder by whom, or on whose behalf, a Tender Form is executed irrevocably undertakes,represents, warrants and agrees to and with Hichens (for itself and as agent for the Company) (soas to bind such Shareholder and its personal representatives, heirs, successors and assigns) that:

(a) the execution of the Tender Form (in accordance with paragraph 7.1 below) shall constitutean offer to sell to Hichens such Shareholder’s Basic Entitlement or, if relevant, the entireamount of such Shareholder’s Ordinary Shares if Box 1a of the Tender Form is ticked or thenumber of Ordinary Shares inserted in Box 1b of the Tender Form or such Ordinary Sharesas are deemed to be tendered, in each case, on and subject to the terms and conditions set outor referred to in this Circular and the Tender Form and that, once lodged, such offer shall beirrevocable;

(b) such Shareholder has full power and authority to tender, sell, assign or transfer the OrdinaryShares in respect of which such offer is accepted (together, with all rights attaching thereto)and, when the same are purchased by Hichens, Hichens will acquire such Ordinary Shareswith full title guarantee and free from all liens, charges, restrictions, encumbrances, equitableinterests, rights of pre-emption or other third party rights of any nature and together with allrights attaching thereto, on or after 3.00 p.m. on 21 July 2005 so that Shareholders will beentitled to receive and retain all dividends and other distributions declared, paid or madeprior to that date and such representation and warranty will be true in all respects at the timeHichens purchases such Ordinary Shares as if it had been given afresh at such time and shallnot be extinguished by such purchase;

(c) the execution of the Tender Form will, subject to the Tender Offer becoming unconditional,constitute the irrevocable appointment of any director or officer of Hichens as suchShareholder’s attorney and/or agent (“attorney”), and an irrevocable instruction to theattorney to complete and execute all or any instrument(s) of transfer and/or other documentsat the attorney’s discretion in relation to the Ordinary Shares referred to in sub-paragraphs(a) and (b) above in favour of Hichens or such other person or persons as Hichens may directand to deliver such instrument(s) of transfer and/or other documents at the discretion of theattorney, together with any share certificate(s) and/or other document(s) relating to suchOrdinary Shares, for registration within six months of the Tender Offer becomingunconditional and to do all such other acts and things as may in the opinion of such attorneybe necessary or expedient for the purpose of, or in connection with, the Tender Offer and tovest such Ordinary Shares in Hichens, its nominee(s) or such other person(s) as Hichens maydirect;

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(d) such Shareholder agrees to ratify and confirm each and every act or thing which may be doneor effected by Hichens or any of its directors or any person nominated by Hichens in theproper exercise of his powers and/or authorities hereunder;

(e) if such Shareholder holds Ordinary Shares in certificated form, it will deliver to Capita IRGPlc the share certificate(s) and/or other document(s) of title in respect of the Ordinary Sharesreferred to in sub-paragraphs (a) and (b) above, or an indemnity acceptable to Hichens in lieuthereof (please refer to paragraph 4.2 above) or will procure the delivery of such document(s)to such person as soon as possible thereafter and, in any event, not later than 3.00 p.m. on21 July 2005;

(f) if such Shareholder holds Ordinary Shares in uncertificated form, it will take (or procure tobe taken) the action set out in paragraph 4.2 above to transfer such Ordinary Shares to anescrow balance as soon as possible and, in any event, not later than 3.00 p.m. on 21 July 2005and that if, for any reason, any Ordinary Shares in respect of which a transfer to an escrowbalance has been effected are converted to certificated form, the holder will immediatelydeliver or procure the delivery of the share certificate(s) or other documents of title in respectof all Ordinary Shares so converted to Capita IRG Plc;

(g) the provisions of the Tender Form shall be deemed to be incorporated into the terms andconditions of the Tender Offer;

(h) such Shareholder shall do all such acts and things as shall be necessary or expedient andexecute any additional documents deemed by Hichens to be desirable, in each case tocomplete the purchase of the Ordinary Shares and/or to perfect any of the authoritiesexpressed to be given hereunder;

(i) such Shareholder, if an Overseas Shareholder, has fully observed any applicable legalrequirements and that the invitation under the Tender Offer may be made to it under thelaws of the relevant jurisdiction;

(j) such Shareholder is not a United States person or a resident of Canada, Australia or Japan,does not hold any Ordinary Shares which it has tendered on behalf of any United Statesperson or any resident of Canada, Australia or Japan and has not received or sent copies ororiginals of this Circular, the Tender Form or any related documents in, into or from theUnited States, Canada, Australia or Japan and has not otherwise utilised in connection withthe Tender Offer, directly or indirectly, in or into, or by use of the mails or by any means orinstrumentality (including, without limitation, facsimile transmission and telephone) ofinterstate or foreign commerce, or any facility of a national securities exchange, of the UnitedStates, Canada, Australia or Japan and the Tender Form has not been mailed or otherwisesent in, into or from the United States, Canada, Australia or Japan;

(k) such Shareholder is not accepting the Tender Offer from the United States, Canada,Australia or Japan and is not an agent or fiduciary acting on a non-discretionary basis for aprincipal unless such agent or fiduciary is an authorised employee of such principal or suchprincipal has given any instructions with respect to the Tender Offer from outside the UnitedStates, Canada, Australia or Japan;

(l) on execution, the Tender Form takes effect as a deed;

(m) the execution of the Tender Form constitutes such Shareholder’s submission to thejurisdiction of the courts of England and Wales in relation to all matters arising out of or inconnection with the Tender Offer or the Tender Form;

(n) the execution of the Tender Form shall constitute a warranty by such Shareholder that theinformation given by or on behalf of the Shareholder in the Tender Form will be true in allrespects at the time Hichens purchases the Ordinary Shares referred to in sub-paragraphs (a)and (b) above as if it had been given afresh at such time and shall not be extinguished by suchpurchase;

(o) that the execution of the Tender Form constitutes the irrevocable appointment of CapitaIRG Plc as such Shareholder’s attorney and/or agent and an irrevocable instruction andauthority to the attorney and/or agent (i) subject to the Tender Offer becoming unconditionalto transfer to itself by means of CREST all or any of the relevant Ordinary Shares (but notexceeding the number of Ordinary Shares which have been tendered pursuant to the Tender

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Offer) and in the event that any Ordinary Shares tendered are not accepted as a result ofscaling back to give instructions to CRESTCo to transfer such relevant Ordinary Shares notaccepted to the original balances to which they relate (ii), if the Tender Offer does notbecome unconditional or has been terminated, to give instructions to CRESTCo, aspromptly as practicable after the lapsing of the Tender Offer, to transfer all relevantOrdinary Shares to the original available balances to which those Ordinary Shares relate.“Relevant Shares” means Ordinary Shares in uncertificated form and in respect of which atransfer or transfer to escrow has or have been effected pursuant to the procedures describedin paragraph 4.2 above and where the transfer(s) to escrow was or were made in respect ofOrdinary Shares held under the same member account ID as the member account ID andparticipant ID relating to the Tender Form concerned (but irrespective of whether or not anytender form reference number, or a tender form reference number corresponding to thatappearing on the Tender Form concerned, was included in the TTE instruction concerned);

(p) that the execution of the Tender Form constitutes, subject to the Tender Offer becomingunconditional, irrevocable authorities and requests:

(i) if the Ordinary Shares concerned are in certificated form, to Hichens or its agents toprocure the despatch by post of a cheque drawn at a branch of a UK clearing bank forthe cash consideration to which a tendering Shareholder is entitled (and, if part onlyof a holding comprised in the share certificate(s) is purchased pursuant to the TenderOffer, a new share certificate for the balance) to the person or agent whose name andaddress outside the United States, Canada, Australia or Japan is set out in the TenderForm, or if no name and address is set out to the first-named holder at its registeredaddress outside the United States, Canada, Australia or Japan;

(ii) if the Ordinary Shares concerned are in uncertificated form, to Hichens or its agents toprocure the creation of a payment obligation in favour of the payment bank of thetendering Shareholder in accordance with the CREST payment arrangements in respectof the cash consideration to which such shareholder is entitled;

(q) that the creation of a payment obligation in favour of its payment bank in accordance withthe CREST payments arrangements as referred to in paragraph (p)(ii) above shall, to theextent of the obligation so created, discharge in full any obligation of Hichens to pay to theholder the cash consideration to which it is entitled pursuant to the Tender Offer; and

(r) despatch of cheques in respect of the Tender Price to a Shareholder at his registered addressor such other address as is specified in the Tender Form or (as the case may be) CRESTpayment in favour of such Shareholder’s payment bank in accordance with the CRESTprocedures and timings as referred to in paragraph 5 above, will constitute a completedischarge of Hichens of its obligation to pay to such Shareholder the cash consideration towhich he is entitled under the Tender Offer.

A reference in this paragraph 6 to a Shareholder includes a reference to the person or personsexecuting the Tender Form and, in the event of more than one person executing a Tender Form, theprovisions of this paragraph will apply to them jointly and to each of them.

7. ADDITIONAL PROVISIONS 7.1 Each Shareholder may tender such number of Ordinary Shares as is equal to all of its Basic

Entitlement by ticking Box 1 of the Tender Form, or the entire amount of such Shareholder’sOrdinary Shares by ticking Box 1a of the Tender Form, or such other number of Ordinary Shareswhich the Shareholder enters in Box 1b of the Tender Form. If: (i) all or none of Boxes 1, 1a and 1bof the Tender Form are completed; or (ii) in Hichens’ determination (in its absolute discretion), oneor more of the boxes have not been validly completed (for example, if both Box 1 and Box 1b havebeen completed), provided that if the Tender Form is otherwise in order and accompanied by allother relevant documents, the tender will be accepted as a valid tender in respect of: (a) if Box 1bhas been completed, the number of Ordinary Shares inserted in Box 1b, or (b) if Box 1a has beencompleted (but not Box 1b), the entire amount of the tendering Shareholder’s Ordinary Shares orotherwise the whole of the tendering Shareholder’s Basic Entitlement.

7.2 Ordinary Shares acquired by Hichens under the Tender Offer will be purchased by Hichens, asprincipal, and such purchases will be market purchases in accordance with the rules of OFEX.

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7.3 Unless it has been suspended or terminated prior to such time in accordance with the provisions ofparagraph 2.2 of this Part III, the Tender Offer will close at 3.00 p.m. on 21 July 2005 and noTender Forms, share certificates and/or other documents of title or indemnities or TTE instructionsreceived after that time will be accepted. On 26 July 2005 the Company expects to announce:

(a) the percentage amount of each Shareholder’s Basic Entitlement; and

(b) the total number of Ordinary Shares tendered.

7.4 Each Shareholder who tenders or procures the tender of Ordinary Shares will thereby be deemed tohave agreed that, in consideration of Hichens agreeing to process his tender, such Shareholder willnot revoke his tender or withdraw his Ordinary Shares from the Tender Offer. Shareholders shouldnote that once tendered, Ordinary Shares may not be sold, transferred, charged or otherwisedisposed.

7.5 Any omission to despatch or decision not to despatch this Circular or the Tender Form or anynotice required to be despatched under the terms of the Tender Offer to, or any failure to receive thesame by, any person entitled to participate in the Tender Offer shall not invalidate the Tender Offerin any way or create any implication that the Tender Offer has not been made to any such person.

7.6 No acknowledgement of receipt of any Tender Form, share certificate(s) and/or other document(s)of title will be given. All communications, notices, certificates, documents of title and remittances tobe delivered by or sent to or from Shareholders (or their designated agents) will be delivered by orsent to or from such Shareholders (or their designated agents) at their own risk.

7.7 All powers of attorney and authorities on the terms conferred by or referred to in this Part III or inthe Tender Form are given by way of security for the performance of the obligations ofShareholders concerned and are irrevocable in accordance with section 4 of the Powers of AttorneyAct 1971.

7.8 All tenders must be made on the Tender Form, duly completed in accordance with the instructionsset out thereon which constitute part of the terms of the Tender Offer. A tender will only be validwhen the procedures contained in these terms and conditions and in the Tender Form are compliedwith. The Tender Offer and all tenders will be governed by and construed in accordance with thelaw of England and Wales. Delivery or posting of a Tender Form will constitute submission to thejurisdiction of the courts of England and Wales.

7.9 If the Tender Offer does not become unconditional or is terminated, all documents lodged pursuantto the Tender Offer will be returned promptly by post, within 20 Business Days of the Tender Offerlapsing, to the person or agent whose name and address (which is not in the United States, Canada,Australia or Japan) is set out in Box 3 (or if completed, Box6) of the Tender Form or, if none is setout, to the tendering Shareholder or, in the case of joint holders, the first named at his registeredaddress outside the United States, Canada, Australia or Japan. No such documents will be sent toan address in the United States, Canada, Australia or Japan. In the case of Ordinary Shares held inuncertificated form, Capita IRG Plc in its capacity as escrow agent will, within 20 Business Days ofthe Tender Offer lapsing, give instructions to CRESTCo to transfer all Ordinary Shares held inescrow balances and in relation to which it is the escrow agent for the purposes of the Tender Offerby TFE instruction to the original available balances from which those Ordinary Shares came. Inany of these circumstances, Tender Forms will cease to have any effect.

7.10 The instructions, terms, provisions and authorities contained in or deemed to be incorporated in theTender Form shall constitute part of the terms of the Tender Offer. The definitions set out at thebeginning of this Circular apply to the terms and conditions set out in this Part III.

7.11 The decision of Hichens as to which Ordinary Shares have been successfully tendered shall be finaland binding on all Shareholders.

7.12 Further copies of this Circular and the Tender Form may be obtained on request from Capita IRGPlc at the address set out on page 1 of the Tender Form.

8. MISCELLANEOUS 8.1 Any changes to the terms, or any suspension, extension or termination of the Tender Offer will be

followed as promptly as practicable by a public announcement thereof no later than 1.00 p.m. onthe Business Day following the date of such changes. Such an announcement will be released toNewstrack.

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8.2 Ordinary Shares purchased pursuant to the Tender Offer will, following the completion of theTender Offer, be acquired from Hichens by the Company to the Repurchase Agreement and will becancelled.

8.3 Tendering Shareholders will not be obliged to pay brokerage fees or commissions on the purchaseby Hichens of Ordinary Shares pursuant to the Tender Offer.

8.4 Except as contained in this Circular, no person has been authorised to give any information ormake any representations with respect to the Company or the Tender Offer, and, if given or made,such other information or representations should not be relied on as having been authorised byHichens or the Company. Under no circumstances should the delivery of this Circular or thedelivery of any consideration pursuant to the Tender Offer create any implication that there hasbeen any change in the assets, properties, business or affairs of the Company since the date of thisCircular.

8.5 Hichens reserves the absolute right to inspect (either itself or through its agents) all Tender Forms,and may consider void and reject any tender that does not in Hichens’s sole judgement (actingreasonably) meet the requirements of the Tender Offer. Hichens also reserves the absolute right towaive any defect or irregularity in the tender of any Ordinary Shares, including any Tender Form(in whole or in part) which is not entirely in order or which is not accompanied (in the case ofOrdinary Shares held in certificated form) by the related share certificate(s) and/or otherdocument(s) of title or (in the case of Ordinary Shares held in uncertificated form) the relevant TTEinstruction. In that event, however, the consideration under the Tender Offer will only bedespatched when the Tender Form is entirely in order and the share certificate(s) or otherdocument(s) of title and the relevant TTE instruction or indemnities satisfactory to Hichenshas/have been received. None of Hichens, the Company, Capita IRG plc, the Registrars or anyother person will be under any duty to give notification of any defects or irregularities in tenders orincur any liability for failure to give any such notification.

8.6 Without prejudice to the generality of paragraph 8.5 above, any discretion or determination byHichens and/or the Company for the purposes of any paragraph of this Part III shall be final andbinding on all Shareholders and none of Hichens, the Directors or the Company shall have anyliability in relation thereto.

9. OVERSEAS SHAREHOLDERS 9.1 The making of the Tender Offer in, or to persons who are citizens or nationals of, or resident in,

jurisdictions outside the United Kingdom or custodians, nominees or agents for citizens, nationalsor residents of jurisdictions outside the United Kingdom (“Overseas Shareholders”) may beprohibited or affected by the laws of the relevant overseas jurisdiction. Shareholders who areOverseas Shareholders should inform themselves about and observe any applicable legalrequirements. It is the responsibility of any such Shareholder wishing to tender Ordinary Shares tosatisfy itself as to the full observance of the laws of the relevant jurisdiction in connection therewith,including the obtaining of any governmental, exchange control or other consents which may berequired, the compliance with other necessary formalities and the payment of any transfer or othertaxes or other requisite payments due in such jurisdiction. Any Overseas Shareholder will beresponsible for payment of any such transfer or other taxes or other requisite payments due bywhomsoever payable and Hichens and the Company and any person acting on their behalf shall befully indemnified and held harmless by such Shareholder for any such transfer or other taxes orother requisite payments such person may be required to pay. No steps have been taken to qualifythe Tender Offer or to authorise the extending of the Tender Offer or the distribution of the TenderForm in any territory outside the United Kingdom.

9.2 In particular, the Tender Offer is not being made, directly or indirectly, in or into or by use of themails or by any means or instrumentality (including, without limitation, facsimile transmission,telex and telephone) of interstate or foreign commerce, or any facility of a national securitiesexchange of the United States, Canada, Australia or Japan and the Tender Offer cannot beaccepted by any such use, means, instrumentality or facility or from within the United States,Canada, Australia or Japan. Accordingly, copies of this Circular, the Tender Form and any relateddocuments are not being and must not be mailed or otherwise distributed or sent in or into theUnited States, Canada, Australia or Japan, including to Shareholders with registered addresses inthe United States, Canada, Australia or Japan or to persons whom Hichens knows to be trustees,custodians, nominees or agents holding shares for persons in the United States, Canada, Australia

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or Japan. Persons receiving such documents (including, without limitation, trustees, custodians,nominees and agents) or wishing to accept the Tender Offer should not distribute or send them in,into or from the United States, Canada, Australia or Japan or use such mails or any such means,instrumentality or facility in connection with the Tender Offer, and so doing will render invalid anyrelated purported acceptance of the Tender Offer. All accepting Shareholders must provideaddresses outside the United States, Canada, Australia or Japan for the remittance of cash or thereturn of documents lodged pursuant to the Tender Offer.

9.3 A Shareholder will be deemed not to have accepted the Tender Offer if:

(a) such Shareholder is unable to make the representations and warranties set out in paragraphs6(i), 6(j) or 6(k) of this Part III of this Circular;

(b) such Shareholder has a registered address in the United States, Canada, Australia or Japanand in such case such Shareholder does not insert in Box 6 of the Tender Form the name andaddress of a person or agent outside the United States, Canada, Australia or Japan to whomhe wishes the consideration to which he is entitled under the Tender Offer to be sent, subjectto the provisions of this paragraph and the applicable laws;

(c) such Shareholder inserts in Box 6 of the Tender Form the name and address of a person oragent in the United States, Canada, Australia or Japan to whom he wishes the considerationto which such Shareholder is entitled under the Tender Offer to be sent; or

(d) the Tender Form received from him is in an envelope postmarked in, or which otherwiseappears to Hichens or its agents to have been sent from, the United States, Canada, Australiaor Japan.

Hichens reserves the right, in its absolute discretion, to investigate, in relation to any acceptance,whether the representations and warranties referred to in paragraph 6(i), 6(j), or 6(k) given by anyShareholder are correct and, if such investigation is undertaken and as a result Hichens determines(for any reason) that such representations and warranties are not correct, such acceptance shall notbe valid.

9.4 If, in connection with making the Tender Offer, notwithstanding the restrictions described above,any person (including, without limitation, trustees, custodians, nominees and agents), whetherpursuant to a contractual or legal obligation or otherwise, forwards this Circular, the Tender Formor any related offering documents in, into or from the United States, Canada, Australia or Japan oruses the mails, any means or instrumentality (including, without limitation, facsimile transmission,telex and telephone) of interstate or foreign commerce or any facility of a national securitiesexchange of the United States, Canada, Australia or Japan in connection with such forwarding,such persons should:

(a) inform the recipient of such fact;

(b) explain to the recipient that such action may invalidate any purported acceptance by therecipient(s); and

(c) draw the attention of the recipient to this paragraph 9.

9.5 The provisions of this paragraph 9 and any other terms of the Tender Offer relating to OverseasShareholders may be waived, varied or modified as regards specific Shareholders or on a generalbasis by Hichens in its absolute discretion but only if Hichens is satisfied that such waiver, varianceor modification will not constitute or give rise to a breach of applicable securities or other law.

9.6 The provisions of this paragraph 9 supersede any terms of the Tender Offer inconsistent with thisparagraph 9.

Overseas Shareholders should inform themselves about and observe any applicable legal or regulatoryrequirements. If you are in any doubt about your position, you should consult your professional adviser in therelevant territory.

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PART IVADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENTThe Directors, whose names appear in paragraph 2 below, accept responsibility for the informationcontained in this document. To the best of the knowledge and belief of the Directors (who havetaken all reasonable care to ensure that such is the case), the information contained in thisdocument is in accordance with the facts and does not omit anything likely to affect the import ofsuch information.

2. DIRECTORS OF THE COMPANY(a) The Directors of the Company, whose registered office is at 1001 Finchley Road, London

NW11 7HB, are:

Gerard LeeEnrique ElliottDavid JarvisVictor LipienRobert Yorke-Starkey

(b) Résumés of those Directors who are also Shareholders and members of the Concert Party are setout below:

(i) Gerard Lee, aged 53, has been a property developer and investor in and around greaterLondon for over 20 years. He is a founder of Kerrington Limited, a former BusinessExpansion Scheme company, and has extensive experience in the development, managementand sale of residential properties let under assured tenancies. Latterly, he has used hisproperty development expertise in Manchester, where the Company has successfullycompleted three developments for sale and is presently refurbishing a fourth building. Mr.Lee is well-versed in the running of public property companies and overseeing the realisationof their assets;

(ii) Victor Lipien, aged 50, is a project management consultant and has been responsible forseveral multi-million pound developments. He also has knowledge and understanding ofmanagement and corporate issues, having been Chairman of a number of public propertycompanies;

(iii) Robert Yorke-Starkey, aged 53, was a partner of J. Rothschild Assurance. He has more than20 years’ experience in property and finance, having held and holding main boarddirectorships with several other public property companies.

(c) A profile of Pathfinder, which is a member of the Concert party, is set out below:

Pathfinder is a property development and investment company whose ordinary shares are quotedon the Alternative Investment Market of the London Stock Exchange. According to its latestpublished, audited accounts for the year to 31 December 2004, Pathfinder had net assets of £8.89million, or £0.111 per share, negligible turnover and losses of £168,000 after taxation. Mr. GerardLee, a Director and Chairman of the Board of Amicrest, is a director of Pathfinder. ThroughKerrington Acquisitions Limited and in his own name, Mr. Lee holds an aggregate of 8,867,219ordinary shares of Pathfinder, aggregating 11.08 per cent of the issued share capital. Mr. Lipien andMr. Yorke-Starkey are also shareholders of Pathfinder. In addition to Pathfinder’s shareholding inAmicrest, Amicrest itself holds 2,614,418 ordinary shares or 3.27 per cent of Pathfinder, bringing to12,108,632, or 15.14 per cent of the issued share capital, the number of ordinary shares ofPathfinder controlled by the Concert Party.

(d) Résumés of the Independent Directors who are not shareholders are set out below:

(i) Enrique Elliott, aged 40, has responsibility for the day-to-day management of the Company’sproperty portfolio and has in-depth knowledge of letting under assured tenancies. He has asecond degree in estate management and is a member of the Royal Institute of CharteredSurveyors. Mr. Elliott was responsible for a sales and marketing campaign for theCompany’s developments in Manchester, three of which were sold prior to completion;

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(ii) David Jarvis, aged 63, is the building surveyor and engineer to the Company. He qualified asa Chartered Surveyor in 1967 and his experience ranges from local authorities, privatepractice and public companies. Mr. Jarvis has overseen projects such as the refurbishmentand rehabilitation of the Greater London Council’s housing stock and for a 2,000 strongportfolio of properties for the Royal Bank of Scotland.

3. INTERESTS AND DEALINGS OF THE DIRECTORS(a) Directors

(i) The beneficial and non-beneficial interests of the Directors (and persons connected with themwithin the meaning of Section 346 of the Companies Act) in the shares of the Companyrequired to be notified by a Director (or, in the case of any such connected person, interests theexistence of which is known or could with reasonable diligence be ascertained by the relevantDirector and which, if the connected person were a Director of the Company would require tobe notified) to the Company pursuant to Sections 324 and 328 of the Companies Act or asrequired to be entered in the register of directors’ interests maintained pursuant to Section 325of the Companies Act (all of which, unless otherwise stated, are beneficial) at29 June 2005, the latest practicable date before the publication of this document, are as follows:

Number of Ordinary Shares Percentage of issued share capitalG Lee (through Kerrington Acquisitions Limited) 822,729 17.07E Elliott Nil NilD Jarvis Nil NilV Lipien 74,000 1.53R Yorke-Starkey 80,000 1.66

All the Directors’ shareholdings as defined in 3 (i) above amount to approximately 20.26 percent, of the issued ordinary share capital and are beneficially held.

(ii) None of the Directors has any share options.

(iii) R. Yorke-Starkey on 21 October 2004 purchased 25,000 Ordinary Shares and on 25 October2004 purchased a further 10,000 Ordinary Shares, both of which transactions were conductedthrough the market on normal market terms. During the period of 12 months preceding thedate of this document, there have been no other dealings for value in relevant securities bythe Directors.

(iv) As at 29 June 2005 (being the latest practicable date before the publication date before thepublication of this document), save as disclosed in this paragraph (a) and in paragraph (b)below, no Director nor any person connected (within the meaning of Section 346 of theCompanies Act) with a Director had any interest in the share capital of the Company.

(v) Save as disclosed in this paragraph (a), no Director has or has had any interest in anytransaction which was or is of an unusual nature, contains unusual terms or is significant inrelation to the business of the Group and which was effected by the Company or any othermember of the Group during the current or immediately preceding financial year or whichwas effected by the Company or any other member of the Group during an earlier financialyear and remains in any respect outstanding or unperformed.

(b) Concert Party(i) The Concert Party comprises G Lee, V Lipien, R Yorke-Starkey and Pathfinder.

(ii) As at the close of business on 29 June 2005 (being the latest practicable date prior to thepublication of this document) and assuming the Tender Offer had been subscribed for in full,the interests of the Concert Party in the issued share capital of the Company would be asfollows:

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Percentage of issued Percentage of Ordinary Share

of issued capital after Number of share capital on Tender Offer has been

Shareholder Ordinary Shares 29 June 2005 subscribed for in fullG Lee (through Kerrington Acquisitions Limited) 822,729 17.07 46.21V Lipien 74,000 1.53 4.16R Yorke-Starkey 80,000 1.66 4.49Pathfinder 132,000 2.74 7.42

5555 5555 5555

Total 1,108,729 23.00 62.285555 5555 55555555 5555 5555

(iii) Save as disclosed in this document in 3. (a) (iii) of this Part IV above, during the period of12 months preceding the date of this document, there have been no dealings for value in, norare there any holdings of, the Company’s shares by any member of the Concert Party or anypersons acting in concert with or connected with any such member.

(c) Other interestsIn so far as is known to the Company at 29 June 2005, being the latest practicable date prior to thepublication of this document, and excluding the Directors, no notification has been received by theCompany of any interest, direct or indirect, in three per cent or more of the issued ordinary sharecapital of the Company.

4. DIRECTORS’ SERVICE CONTRACTSDetails of existing Directors’ terms of service are summarised below:

(a) Each Director is engaged under a twenty-four month rolling service contract with theCompany, terminable in each case by three months’ written notice on either side;

(b) Annual remuneration for individual Directors under these twenty-four month rolling servicecontacts (evidenced by Letters of Appointment dated 30 June 2005) is as follows:

(i) G. Lee £10,000(ii) E. Elliott £15,000(iii) D. Jarvis £15,000(iv) V. Lipien £10,000(v) R. Yorke-Starkey £10,000

(c) Other than for the remuneration provided for within the Directors’ Letters of Appointment,the Directors receive no emoluments or benefits in respect of their office.

Save as disclosed above, there have been no changes to the emoluments or other terms ofemployment or of the service contracts of the Directors within six months of the date hereof nor willthe total emoluments receivable by the Directors vary in consequence of the Tender Offer.

5. MATERIAL CONTRACTS(a) Save for the contract described below, there are no contracts, other than contracts entered into in

the ordinary course of business, which have been entered into by members of the Group within theperiod of two years immediately preceding the date of this document which are or may be material:-

(b) Pursuant to the terms of the Repurchase Agreement of even date, the Company and Hichens haveagreed that, subject to the Tender Offer becoming unconditional in all respects and not lapsing orterminating in accordance with its terms Hichens shall, as principal, purchase on market at theTender Price, Ordinary Shares successfully tendered. The Company has agreed that, immediatelyfollowing the purchase by Hichens of all of the Ordinary Shares, which it has agreed to purchaseunder the terms of the Tender Offer, the Company will purchase from Hichens such OrdinaryShares at the Tender Price.

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6. MIDDLE MARKET QUOTATIONSThe middle market quotations for the Ordinary Shares of the Company on the first business day ofeach of the six months preceding the date of this document and on 29 June 2005 (being the lastpracticable date prior to the publication of this document) as derived from OFEX were:

Date Price per Ordinary Share4 January 2005 134 pence1 February 2005 135 penceI March 2005 1411⁄2 pence1 April 2005 145 pence3 May 2005 1431⁄2 pence1 June 2005 140 pence29 June 2005 135 pence

7. THE CITY CODE ON TAKEOVERS AND MERGERSUnder Rule 9 of the City Code, any person or group of persons deemed to be acting in concert whoacquires 30 per cent or more of the voting shares of a company to which the City Code applies isnormally required by the Panel to make a general offer to shareholders of that company to acquiretheir shares. Rule 9 of the City Code also provides that any person or group of persons deemed tobe acting in concert who own between 30 per cent and 50 per cent of the voting shares of a companyto which the City Code applies will be unable, without the Panel’s consent, to acquire, eitherindividually or together, any further voting rights in the company without being required to make ageneral offer to shareholders of that company to acquire their shares.

Hichens will purchase as principal existing Ordinary Shares in the Company, which could result inHichens owning more than 30 per cent of the issued share capital of the Company. However,Hichens has undertaken that, subsequent to the purchase, it will sell immediately all the OrdinaryShares acquired under the Tender Offer to the Company at the Tender Price, for cancellation.Accordingly, the Panel has confirmed that the purchase by Hichens of the requisite amount of theissued share capital, will not give rise to an obligation under Rule 9; save for this, there are noarrangements to transfer securities acquired pursuant to the Tender Offer.

8. GENERAL(a) No agreement, arrangement or understanding (including any compensation arrangement) exists

between any member of the Concert Party or any person acting in concert with them and anyDirector, recent Director, Shareholder or recent shareholder and any other person having anyconnection with or dependence upon the proposals set out in this document.

(b) There has been no material change in the financial or trading position of the Group since31 December 2004, being the end of the last financial period for which financial information hasbeen published.

(c) Hichens has given and not withdrawn its written consent to the issue of this document with thereferences herein to its name in the form and context in which it appears.

(d) As at 29 June 2005 (the last practicable date prior to the publication of this document) none of thesubsidiaries or associated companies of the Company, pension funds of the Company or of asubsidiary or associated company of the Company, employee benefit trusts of the Company or anassociated company of the Company, connected advisers to the Company or an associatedcompany of the Company or persons acting in concert with the Directors or persons controlling orunder the same control as any such connected adviser (other than exempt principal traders) and nopersons with whom the Company or any person who is an associated company of the Company hasan arrangement and no person whose investments are managed on a discretionary basis by fundmanagers (other than exempt fund managers) connected with the Company owns or controls any ofthe shares of the Company or any securities convertible into, rights to subscribe for or options(including traded options) in respect of or derivatives referenced to such shares; for the purposes ofthe City Code, ownership or control of 20 per cent or more of the equity share capital of a companyis regarded as the test of associated company status.

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9. DOCUMENTS AVAILABLE FOR INSPECTIONCopies of the following documents will be available for inspection at the offices of Eversheds LLP,Senator House, 85 Queen Victoria Street, London EC4V 4JL during normal office hours on anyweekday (except Saturdays and Public holidays) from the date of this document until theExtraordinary General Meeting and at the offices of the Company for at least 15 minutes prior toand during the Extraordinary General Meeting:

(a) the memorandum and articles of association of the Company;

(b) audited published consolidated accounts of the Company for each of the two years ended31 December 2003 and 2004;

(c) the Directors’ Letters of Appointment referred to in paragraph 4 of this Part IV;

(d) the consent letter referred to in paragraph 8 (c) of this Part IV; and

(e) the material contract referred to in 5 (b) above.

Dated 30 June 2005

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NOTICE OF EXTRAORDINARY GENERAL MEETING

AMICREST HOLDINGS PLC(Incorporated in England and Wales under the Companies Act 1985 with Registered No. 02835415)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Amicrest Holdings plc (the“Company”) will be held at 09.30 hours on 25 July at 1001 Finchley Road, London NW11 7HB, for thepurposes of considering and, if thought fit, passing the following Resolutions:

SPECIAL RESOLUTION1. THAT the Company be and is hereby generally authorised, in addition to any existing such

authority, to make market purchases (within the meaning of section 163(3) of the Act) of OrdinaryShares, pursuant to the tender offer described in the Circular provided that:

(i) not more than 3,040,000 Ordinary Shares shall be purchased pursuant to this authority;

(ii) the price which may be paid for any Ordinary Share is the Tender Price (as defined in theCircular); and

(iii) this authority shall expire on 24 August 2005, save that the Company may, prior to suchexpiry, enter into a contract to purchase Ordinary Shares which will or may be completed orexecuted wholly or partly after such expiry.

ORDINARY RESOLUTION2. THAT the Waiver by The Panel on Takeovers and Mergers of any obligation which might

otherwise fall on the Concert Party (as defined in the Circular containing the notice convening thismeeting), either individually or collectively, to make a general offer pursuant to Rule 9 of the CityCode on Takeovers and Mergers as a result of the Tender Offer (as defined in the Circularcontaining the notice convening this meeting) which (assuming the maximum subscription under theTender Offer and no further issue of Ordinary Shares by the Company) would result in theaggregate shareholding of the Concert Party of 1,108,729 Ordinary Shares increasing, as apercentage of the issued share capital of the Company (as a result of the reduction of issuedOrdinary Shares from 4,820,247 Ordinary Shares to 1,780,247 Ordinary Shares) to 62.28 per cent,be and is hereby approved.

By order of the Board: Registered Office:

Company Secretary 1001 Finchley RoadLondon

NW11 7HB

Notes:1. Any member entitled to attend and vote at the Meeting may appoint a proxy or proxies to attend and, on a poll, vote on their

behalf. A proxy need not be a member of the Company.

2. Resolution 2 will be voted on a poll.

3. A form of proxy for use at the Meeting is enclosed with this document. To be valid, a form of proxy, duly signed, together withthe power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorneyor other authority, must be deposited with Capita Registrars, P.O. Box 25, Beckenham, Kent BR3 4BR, not later than09.30 hours on 23 July 2005, being the last practicable date before the time for holding the Meeting.

4. Completion and return of a form of proxy will not prevent a member from attending the Meeting and voting in person shouldthe member so wish.

5. The Company has specified that only those members registered in the register of members of the Company at the latestpracticable date prior to the Meeting shall be entitled to attend and vote at the Meeting in respect of the number of OrdinaryShares registered in their name at that time. Changes to the register of members after that time shall be disregarded indetermining the rights of any person to attend and vote at the Meeting.

Typeset and Printed by Linkway CCP L14371