RBN Robinson Plc

RNS No 6714a
RUBICON GROUP PLC
30th September 1998


NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA OR JAPAN

Recommended Cash Offers 
by Goldman Sachs International
on behalf of APW Enclosure Systems Limited
a subsidiary of Applied Power Inc.
for Rubicon Group plc


OFFERS DECLARED UNCONDITIONAL IN ALL RESPECTS

- APW Enclosure Systems Limited ("APW Enclosure Systems"), a subsidiary of
  Applied Power Inc., announces that the Ordinary Offer (to acquire the
  entire issued and to be issued ordinary share capital of Rubicon Group
  plc  ("Rubicon")), has been declared unconditional as to acceptances and
  that both the Ordinary Offer and the Preference Offer (to acquire the
  entire issued and to be issued cumulative preference share capital of
  Rubicon) have been declared unconditional in all respects.

- The Offers for the entire issued and to be issued share capital of
  Rubicon, including the Guaranteed Loan Note Alternative, as set out in
  the formal offer document dated 8 September 1998 (the "Offer Document"),
  will remain open for acceptance until further notice.

- As at 3.00 p.m. on 29 September 1998, the first closing date of the
  Offers, APW Enclosure Systems had received valid acceptances of the
  Ordinary Offer in respect of 58,749,612 Rubicon Ordinary Shares,
  representing approximately 66.78 per cent. of Rubicon's issued ordinary
  share capital.  These acceptances include valid acceptances of the
  Ordinary Offer received from the directors of Rubicon, certain members of
  their immediate families and certain related nominees in respect of the
  6,334,467* Rubicon Ordinary Shares, representing approximately 7.2 per
  cent. of Rubicon's  issued ordinary share capital, in respect of which APW
  Enclosure Systems had previously received irrevocable undertakings to
  accept the Offers.

- In addition, since the commencement of the Offer period on 1 September 
  1998 APW Enclosure Systems has acquired or agreed to acquire 17,335,273
  Rubicon Ordinary Shares, representing approximately 19.7 per cent. of 
  Rubicon's issued ordinary share capital.  Accordingly, APW Enclosure
  Systems now either owns, or has received valid acceptances in respect of,
  a total of 76,084,885 Rubicon Ordinary Shares, representing approximately
  86.48 per cent. of Rubicon's issued ordinary share capital.  

- As at 3.00 p.m. on 29 September 1998, valid acceptances of the Preference
  Offer had also been received in respect of 12,577 Rubicon Preference
  Shares, representing approximately 12.58 per cent. of Rubicon's issued 
  cumulative preference share capital.

- Immediately prior to the commencement of the Offer period on 1 September
  1998, neither Applied Power, nor APW Enclosure Systems, nor any person 
  acting or deemed to be acting in concert with APW Enclosure Systems held 
  any Rubicon Shares (or rights over such shares).

- Save as disclosed above, neither Applied Power, nor APW Enclosure Systems,
  nor any person acting or deemed to be acting in concert with APW
  Enclosure Systems has acquired or agreed to acquire any Rubicon Shares
  (or rights over such shares) during the Offer period and no acceptances
  of the Offers have been received from any person acting or deemed to be
  acting in concert with APW Enclosure Systems.

* 8000 Rubicon Ordinary Shares the subject of an irrevocable undertaking
  had not been validly assented to the Ordinary Offer as at 3.00 pm on 29
  September 1998


PRESS ENQUIRIES

Goldman Sachs International     Meyrick Cox     0171 774 1000


Definitions used in the Offer Document have the same meanings in this
announcement, unless the context otherwise requires.

Goldman Sachs International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Applied Power and APW
Enclosure Systems and no one else in connection with the Offers and will not
be responsible to anyone other than Applied Power and APW Enclosure Systems
for providing the protections afforded to the customers of Goldman Sachs
International or for providing advice in relation to the Offers.


END

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