RNS Number:5568U
Giardino Group PLC
22 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                                     22 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


                COMMENCEMENT OF COMPULSORY ACQUISITION PROCEDURE


BDO Stoy Hayward Corporate Finance, on behalf of Town Centre Restaurants
Limited, announced on 14 January 2004 that as at 3.00 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).


Since Town Centre Restaurants Limited has received valid acceptances of the
Offer in respect of more than 90 per cent. of the Giardino Shares to which the
Offer relates, it is now entitled to exercise its rights pursuant to sections
428 to 430F of the Companies Act 1985 (the "Act") to acquire compulsorily all of
the Giardino Shares in respect of which valid acceptances have not been
received. Accordingly, Town Centre Restaurants Limited has today sent to
non-assenting Giardino Shareholders notices implementing the procedures set out
in sections 428 to 430F of the Act.


The Offer will remain open for acceptances until 3.00 p.m. on 5 February 2004.
As announced on 14 January 2004, the Alternative Offer will remain open for
acceptances until 3.00 p.m. on 27 January 2004.


The definitions of certain expressions used in this announcement are contained
in the Offer Document dated 22 December 2003.


For further information contact:


BDO Stoy Hayward Corporate Finance        020 7486 5888

Alex White, Partner


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 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.







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

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