JDSports offer Unconditional

RNS Number:9780M
Pentland Group PLC
01 June 2005

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



1 June 2005



                                   CASH OFFER
                         BY GOLDMAN SACHS INTERNATIONAL
               ON BEHALF OF MANCHESTER SQUARE ENTERPRISES LIMITED
                          FOR THE JOHN DAVID GROUP PLC



OFFER DECLARED WHOLLY UNCONDITIONAL

Manchester Square Enterprises Limited ("Manchester"), a wholly owned subsidiary
of Pentland Group Plc, announces that all conditions to its cash offer to
acquire the ordinary share capital of The John David Group Plc ("JD") have now
either been waived or satisfied. Accordingly, the Offer has now been declared
unconditional in all respects.

The Offer will remain open for further acceptances until 22 June 2005. JD
Shareholders who have not yet accepted the Offer and who wish to do so should,
in respect of certified JD Shares, complete and return their Form of Acceptance,
or in respect of uncertified JD Shares, accepted electronically through CREST,
not later than 3.00 pm on 22 June 2005. Acceptances received after this time
shall be invalid.

As at 7:00 am on 1 June 2005 valid acceptances had been received in respect of a
total of 21,241,753 JD Shares (representing approximately 44.93 per cent. of the
current issued share capital of JD), which together with Manchester's holding of
5,405,406 JD Shares means Manchester has acquired or agreed to acquire
26,647,159 JD Shares carrying in aggregate 56.36 per cent. of the voting rights
normally exercisable at a general meeting of JD.

Prior to making the Offer, Manchester received irrevocable undertakings to
accept (or procure acceptance of) the Offer from John Wardle, David Makin and
their related trusts (who are acting in concert with Manchester under the
provisions of the City Code) in respect of 21,127,939 JD Shares in aggregate,
representing approximately 45 per cent. of the existing issued share capital of
JD. Valid acceptances have been received in respect of all the JD Shares subject
to these undertakings and these are included in the acceptance level reported
above.

Save for the irrevocable undertakings referred to above, neither Manchester nor
any person acting in concert with Manchester held any JD Shares (or rights over
JD Shares) prior to the commencement of the Offer Period, save that Manchester
had a beneficial interest in 5,405,406 JD Shares and neither Manchester nor any
person acting in concert with Manchester has acquired or agreed to acquire JD
Shares during the Offer Period.

Terms defined in the Offer Document dated 11 May 2005 have the same meanings
when used herein unless the context requires otherwise.

                                    - Ends -

Enquiries


Hogarth Partnership Limited (for Manchester)       020 7357 9477

John Olsen
Georgina Briscoe


Goldman Sachs International                         020 7774 1000

Guy Slimmon
Daniel Yealland

Manchester Square Enterprises Limited               020 7535 3800

Tim Hockings
Barry Mosheim

Goldman Sachs International is authorised and regulated by the Financial
Services Authority in respect of regulated activities. Goldman Sachs
International is acting exclusively for the Pentland Group and no one else in
connection with the Offer and will not be responsible to anyone other than the
Pentland Group for providing the protections afforded to clients of Goldman
Sachs International or for providing advice in relation to the Offer.

The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction in which they are resident. Persons who
are not resident in the UK should obtain advice and observe any applicable
requirements. The Offer is not being made, directly or indirectly, in or into
the United States, Canada, Australia or Japan, or by use of the mails, or by any
means or instrumentality (including, without limitation, facsimile transmission,
electronic mail, telex or telephone) of interstate or foreign commerce, or by
any facility of a national securities exchange, of the United States, Canada,
Australia or Japan, and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facility from or within the United States,
Canada, Australia or Japan. Accordingly, copies of the Offer Document and the
Form of Acceptance are not being, and must not be, mailed or otherwise
distributed or sent in, into or from the United States, Canada, Australia or
Japan and persons receiving such documents (including custodians, nominees and
trustees) must not distribute or send them in, into or from the United States,
Canada, Australia or Japan as so doing will make invalid any purported
acceptance of the Offer by persons in any such jurisdiction.

This announcement does not constitute an offer or invitation to purchase any
securities.


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            The company news service from the London Stock Exchange
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