RNS Number:2057U
Giardino Group PLC
14 January 2004

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

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 

                            STATEMENT OF ACCEPTANCES

BDO Stoy Hayward Corporate Finance, on behalf of Town Centre Restaurants, 
announces that, as at 3 p.m. on 13 January 2004, the first closing date of the 
Offer, valid acceptances of the Offer had been received in respect of 18,240,853 
Giardino Shares (representing approximately 91.3 per cent. of the Giardino 
Shares to which the Offer relates). Valid acceptances in relation to all 
irrevocable undertakings received by Town Centre Restaurants to accept the Offer 
have been included in the level of valid acceptances.

In addition, Mark Winter and Ron Sutcliffe have entered into a share exchange 
agreement with Town Centre Restaurants dated 19 December 2003 pursuant to which 
they have agreed to sell, and Town Centre Restaurants has agreed to acquire, 
their Giardino Shares in exchange for shares in Town Centre Restaurants.  Prior 
to the announcement of the Offer period, Mark Winter owned 397,065 Giardino 
Shares (representing approximately 1.9 per cent. of Giardino Shares in issue at 
3 p.m. on 13 January 2004) and Ron Sutcliffe owned 19,600 Giardino Shares 
(representing approximately 0.1 per cent. of Giardino Shares in issue at 3 p.m. 
on 13 January 2004).

Save as disclosed above, no acceptances of the Offer have been received from 
persons acting in concert with Town Centre Restaurants and neither Town Centre 
Restaurants nor any person acting in concert with Town Centre Restaurants held 
any Giardino Shares or rights over such shares prior to the commencement of the 
Offer period nor have they acquired or agreed to acquire any Giardino Shares or 
rights over such shares during the Offer period.

As announced earlier today, the Offer has been declared unconditional in all 
respects and remains open for acceptance until further notice. The Alternative 
Offer will remain open for acceptances until 3 p.m. on 27 January 2004. Giardino 
Shareholders should note that application is to be made for the cancellation of 
listing of Giardino Shares with effect from 11 February 2004.

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.

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

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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            The company news service from the London Stock Exchange
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