RNS Number:2054U
Giardino Group PLC
14 January 2004



FOR IMMEDIATE RELEASE                                           14 January 2004 


                                Recommended Cash Offer

                                           by 

                         BDO Stoy Hayward Corporate Finance

                                     on behalf of

                           Town Centre Restaurants Limited

         to acquire the entire issued and to be issued share capital of 
 
                                Giardino Group PLC

                  OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

BDO Stoy Hayward Corporate Finance, on behalf of Town Centre Restaurants,
announces that all of the conditions of the recommended cash offer to acquire
the entire issued and to be issued share capital of Giardino (the "Offer") as
set out in the Offer Document dated 22 December 2003 have now been satisfied or
waived and the Offer has been declared unconditional in all respects.

The Offer will remain open for acceptances until further notice. The Alternative 
Offer will remain open for acceptances until 3 p.m. on 27 January 2004. Giardino 
Shareholders who wish to accept the Offer and have not yet done so should 
despatch their Forms of Acceptance as soon as possible.

Settlement of the consideration due under the Offer in respect of valid 
acceptances which have been received and are valid and complete in all respects 
will be despatched on or before 27 January 2004 or, in the case of elections for 
the Alternative Offer, on or before 29 January 2004.  Settlement of the 
consideration in respect of further acceptances which are valid and complete in 
all respects will be despatched within 14 days of receipt or, in the case of 
elections for the Alternative Offer, within 16 days of such date.

As stated in the Offer Document, Town Centre Restaurants intends to exercise its 
rights under sections 428 to 430F of the Act to compulsorily acquire the 
remaining Giardino Shares.

Town Centre Restaurants also intends to procure the making of an application by 
Giardino for the cancellation of the listing of Giardino Shares trading on the 
London Stock Exchange.  This will significantly reduce the liquidity and 
marketability of Giardino Shares not assented to under the Offer.

The definitions of certain expressions used in this announcement are contained 
in the Offer Document.


For further information contact:
 
BDO Stoy Hayward Corporate Finance                                020 7486 5888
Alex White, Partner
Shaun Claydon Assistant Director
 
This announcement is published on behalf of Town Centre Restaurants and Giardino 
and has been approved by BDO Stoy Hayward Corporate Finance solely for the 
purposes of Section 21 of the Financial Services and Markets Act 2000.

BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP, which is 
authorised and regulated in the UK by the Financial Services Authority, is 
acting for Town Centre Restaurants and no one else in connection with the
Offer and will not be responsible to anyone other than Town Centre Restaurants 
for providing the protections afforded to customers of BDO Stoy Hayward 
Corporate Finance nor for providing advice in relation to the Offer.

The Offer will not be made, directly or indirectly, in or into the United 
States, Canada, Australia, Japan or Ireland or any other jurisdiction if to do 
so would constitute a violation of the relevant laws of such jurisdiction 
Accordingly, copies of this announcement are not being, and must not be, mailed 
or otherwise distributed or sent in or into or from the United States, Canada, 
Australia, Japan or Ireland or any other such jurisdiction. The provisions 
referred to in this paragraph may be waived by Town Centre Restaurants in its 
sole discretion as regards specific Giardino Shareholders or generally.

The Unsecured Loan Notes and Preference Shares which may be issued pursuant to 
the Alternative Offer have not been, nor will they be, registered under the 
United States Securities Act of 1933 (as amended) (the "Securities Act") nor 
under the securities laws of any state or other jurisdiction of the United 
States nor have clearances been, nor will they be, obtained from the securities 
commission or similar authority of any province or territory of Canada. Further, 
no prospectus in relation, to the Unsecured Loan Notes and Preference Shares has 
been, or will be, lodged with or registered by the Australian Securities and 
Investments Commission nor have any steps been taken to enable the Unsecured 
Loan Notes and Preference Shares to be offered in Japan or Ireland in compliance 
with applicable securities laws of Japan or Ireland. Accordingly, (except in 
transactions exempt from or not subject to the registration requirements of the 
Securities Act, or the relevant securities laws of Canada, Australia, Japan or 
Ireland) the Unsecured Loan Notes and Preference Shares may not be offered, 
sold, resold, transferred, delivered or distributed, directly or indirectly, in 
or into the United States, Canada, Australia, Japan or Ireland or any other 
jurisdiction in which an offer of the Unsecured Loan Notes and/or the Preference 
Shares would constitute a violation of relevant security laws or require 
registration of the Unsecured Loan Notes and/or the Preference Shares or to, or 
for the account of, a US person, or persons in, or resident in, the United 
States, Canada, Australia, Japan, Ireland or any other such jurisdiction.

The directors of Town Centre Restaurants accept responsibility for the 
information contained in this announcement. To the best of the knowledge and 
belief of the directors of Town Centre Restaurants (who have taken reasonable 
care to ensure that such is the case) the information contained in this 
announcement is in accordance with the facts and does not omit anything likely 
to affect the import of such information.



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