HST Hartstone

RNS Number:6987Z
Wooster Investments Pty Ltd
11 June 2004

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

PRESS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
11 June 2004

                         RECOMMENDED CASH OFFERS
               by HAWKPOINT PARTNERS LIMITED ("HAWKPOINT")
                              on behalf of
               WOOSTER INVESTMENTS PTY LIMITED ("WOOSTER")
                                  for
                  THE HARTSTONE GROUP PLC ("HARTSTONE")
     
                  OFFERS UNCONDITIONAL IN ALL RESPECTS

On 30 April 2004, it was announced that the boards of Wooster and Hartstone had
reached agreement on the terms of recommended cash offers (the "Offers") for the
entire issued and to be issued ordinary and preference share capital of
Hartstone not already held or controlled by Wooster. The Offer Document was
subsequently posted to Hartstone Shareholders on 14 May 2004.

As at 3.00pm (London time) on 10 June 2004, valid acceptances of the Ordinary
Offer and the Preference Offer had been received in respect of 82,090,521
Ordinary Shares and 9,418,490 Preference Shares respectively. This represents
approximately 51.8 per cent. and 94.2 per cent. of the existing issued ordinary
and preference share capital of Hartstone, respectively.

Included in the acceptances of the Ordinary Offer are those received pursuant to
the irrevocable undertakings to accept the Ordinary Offer given by the Hartstone
Directors, prior to the announcement of the Offers, in respect of 11,550,034
Ordinary Shares in aggregate, representing approximately 7.3 per cent. of
Hartstone's existing issued ordinary share capital.

Included in the acceptances of the Preference Offer are those received pursuant
to the irrevocable undertakings to accept the Preference Offer given by the
Hartstone Directors and certain institutional shareholders, prior to the
announcement of the Offers, in respect of 4,916,026 Preference Shares in
aggregate, representing approximately 49.2 per cent. of Hartstone's existing
issued preference share capital. The acceptances of the Preference Offer also
include an acceptance in respect of 831,496 Preference Shares from a holder
which indicated its intention to accept the Preference Offer prior to the
announcement of the Offers.

Since the commencement of the Offer Period on 18 March 2004, Wooster has
acquired 39,972,613 Ordinary Shares, representing approximately 25.2 per cent.
of Hartstone's existing issued ordinary share capital.

Therefore, as at 3.00pm (London time) on 10 June 2004, being the latest
practicable date prior to the date of this announcement, Wooster owned,
controlled or had received valid acceptances in respect of a total of
122,063,134 Ordinary Shares and 9,418,490 Preference Shares in aggregate,
representing approximately 77.0 per cent. and 94.2 per cent. of the existing
issued ordinary and preference share capital of Hartstone, respectively.

Wooster announces that all of the conditions to the Offers have been either
satisfied or waived and, accordingly, the Offers have been declared
unconditional in all respects. The Offers will remain open for acceptance until
further notice.

Hartstone Shareholders who wish to accept the Offers, and who have not yet done
so, should act in accordance with the instructions set out in the Offer Document
and, if relevant, the Form(s) of Acceptance as soon as possible.

The consideration due to accepting Hartstone Shareholders will be despatched
either on or before 25 June 2004, in respect of valid acceptances received not
later than 3.00pm today, or within 14 days of the date of receipt of further
acceptances which are valid and complete in all respects.

As stated in the announcement made on 30 April 2004 and in the Offer Document,
Wooster intends to procure the making of an application by Hartstone to the
London Stock Exchange for the cancellation of the admission to trading of its
Ordinary Shares and Preference Shares on AIM. If this cancellation occurs, it
will significantly reduce the liquidity and marketability of Ordinary Shares and
Preference Shares not assented to the Offers. It is anticipated that the
cancellation of the admission to trading of Ordinary Shares and Preference
Shares on AIM will take effect no earlier than 12 July 2004.

Save as disclosed above, neither Wooster nor any person acting, or deemed to be
acting, in concert with Wooster held any Hartstone Shares (or rights over
Hartstone Shares) immediately prior to the Offer Period and neither Wooster nor
any person acting, or deemed to be acting, in concert with Wooster has acquired
or agreed to acquire any Hartstone Shares (or rights over Hartstone Shares)
since the commencement of the Offer Period.

Certain terms used in this announcement are defined in the Offer Document dated
14 May 2004.


Enquiries:

Wooster Investments Pty Limited                           Tel: 001 212 868 2770
Tony Cheng

Hawkpoint (Financial adviser to Wooster)                  Tel: 020 7665 4500
David Renton

The Hartstone Group PLC                                   Tel: 01494 787700
Shaun Dowling

Strand Partners Limited (Financial adviser to Hartstone)  Tel: 020 7409 3494
Simon Raggett
Julian Moore

Hawkpoint, which is authorised and regulated in the United Kingdom by The
Financial Services Authority, is acting exclusively for Wooster and no one else
in connection with the Offers and will not be responsible to anyone other than
Wooster for providing the protections afforded to its customers or for providing
advice in relation to the Offers or in relation to the contents of this
announcement or any transaction or arrangement referred to herein.

Strand Partners, which is authorised and regulated in the United Kingdom by The
Financial Services Authority, is acting exclusively for Hartstone and no one
else in connection with the Offers and will not be responsible to anyone other
than Hartstone for providing the protections afforded to its customers or for
providing advice in relation to the Offers or in relation to the contents of
this announcement or any transaction or arrangement referred to herein.

This announcement does not constitute an offer to sell or invitation to purchase
or subscribe for any securities or the solicitation of an offer to buy or
subscribe for any securities pursuant to the Offers or otherwise. The Offers are
being made solely by the Offer Document and (in respect of certificated
Hartstone Shares) the Forms of Acceptance accompanying the Offer Document, which
contain the full terms and conditions of the Offers, including details of how
the Offers may be accepted. The laws of relevant jurisdictions may affect the
availability of the Offers to persons not resident in the United Kingdom. The
release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about, and
observe, any applicable legal and regulatory requirements.

The Offers are not being made, directly or indirectly, in or into the United
States or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility of, a
national, state or other securities exchange of, the United States, nor is it
being made directly or indirectly in or into Canada, Australia or Japan and the
Offers cannot be accepted by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction. Accordingly, copies of this announcement, the Offer Document
and (in respect of certificated Hartstone Shares) the Forms of Acceptance are
not being, will not be and must not be mailed or otherwise forwarded,
distributed or sent in, into or from the United States, Canada, Australia or
Japan or any other such jurisdiction if to do so would constitute a violation of
the relevant laws of such jurisdiction and persons receiving this announcement,
the Offer Document and (in respect of certificated Hartstone Shares) the Forms
of Acceptance (including without limitation custodians, nominees and trustees)
must not mail, forward, distribute or send them in, into or from the United
States, Canada, Australia or Japan or any other such jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction.




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

END
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