Offer Update

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.

                                                                11 January 2008

                            Recommended Cash Offer                             

                                      by                                       

                                  Arriva plc                                   

    for the whole of the issued and to be issued ordinary share capital of     

                       Tellings Golden Miller Group plc      
                  

Offer declared unconditional in all respects


Background

On 20 December 2007, the Boards of Arriva and Tellings Golden Miller announced
the terms of a recommended cash offer to be made by Arriva to acquire the
entire issued and to be issued ordinary share capital of Tellings Golden Miller
at a price of 45 pence in cash for each Tellings Golden Miller Share. The Offer
Document setting out the full terms and conditions of the Offer was posted to
Tellings Golden Miller Shareholders on 21 December 2007.

Level of acceptances

The Board of Arriva announces that, as at 3.00 p.m. (London time) on 11 January
2008, the first closing date of the Offer, valid acceptances of the Offer had
been received from Tellings Golden Miller Shareholders in respect of a total of
21,993,539 Tellings Golden Miller Shares, representing approximately 95.88 per 
cent. of the existing issued ordinary share capital of Tellings Golden Miller 
and that such acceptances may be counted towards the satisfaction of acceptances
to the Offer. None of these acceptances were received from persons acting in 
concert with Arriva.

This total includes valid acceptances of the Offer received in respect of a
total of 16,279,746 Tellings Golden Miller Shares, representing approximately
70.97 per cent. of the existing issued ordinary share capital of Tellings
Golden Miller, for which irrevocable undertakings to accept the Offer had been
given by those Tellings Golden Miller Directors, together with certain persons
connected with them, who are interested in Tellings Golden Miller Shares as
described in the Offer Document. Neither Arriva nor any of its associates has
any outstanding irrevocable commitment or letter of intent.

Condition 1 in Part A of Appendix I to the Offer Document allows Arriva to
declare the Offer unconditional as to acceptances provided that Arriva has
received valid acceptances of the Offer in respect of not less than 90 per
cent. of the Tellings Golden Miller Shares to which the Offer relates.
Accordingly, the Offer has become unconditional as to acceptances and, as the
other conditions of the Offer have been satisfied or waived, the Board of
Arriva is pleased to declare the Offer unconditional in all respects.

Save as disclosed in this announcement or in the Offer Document, neither Arriva
nor any persons acting or deemed to be acting in concert with it has any
interest in, a right to subscribe for or any short positions (whether
conditional or absolute and whether in the money or otherwise), including any
short positions under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery of
any Tellings Golden Miller Shares or has borrowed or lent any Tellings Golden
Miller Shares, save for any borrowed shares which have been either on-lent or
sold.

Consideration

Settlement of the consideration to which any Tellings Golden Miller Shareholder
is entitled under the Offer will be effected by the despatch of cheques or the
crediting of CREST accounts (as applicable) (i) in the case of acceptances
already received, complete in all respects, within 14 days of today's date; or 
(ii) in the case of acceptances received, complete in all respects, after
today's date but while the Offer remains open for acceptance, within 14 days of
such receipt.

Compulsory acquisition, cancellation of trading and re-registration

As valid acceptances have been received in respect of more than 90 per cent. in
value of the Tellings Golden Miller Shares to which the Offer relates and more
than 90 per cent. of the voting rights carried by those shares, Arriva now
intends to use the procedures set out in sections 979 to 982 (inclusive) of the
Companies Act 2006 to acquire compulsorily, on the same terms as the Offer, any
outstanding Tellings Golden Miller Shares in respect of which the Offer has not
been accepted, and a further announcement will be made in relation to the
despatch of compulsory acquisition notices in due course.

Arriva also now intends to procure that Tellings Golden Miller applies to the
London Stock Exchange for the cancellation of admission to trading of Tellings
Golden Miller Shares on AIM. It is anticipated that such cancellation will take
effect no earlier than 20 Business Days from the date of this announcement. The
cancellation of admission to trading of Tellings Golden Miller Shares will
significantly reduce the liquidity and marketability of any Tellings Golden
Miller Shares in respect of which the Offer has not been accepted.

It is also intended that, after the cancellation referred to above becoming
effective, Tellings Golden Miller will be re-registered as a private company
under the relevant provisions of the 1985 Act.

Directors

As set out in the Offer Document, both of the non-executive directors of
Tellings Golden Miller (being J H Peddle and S G Thomson) have resigned from
the Tellings Golden Miller Board.

Further acceptance of the Offer

The Board of Arriva announces that the Offer will remain open for acceptance
until further notice. At least 14 days' written notice will be given by an
announcement to Tellings Golden Miller Shareholders who have not accepted the
Offer before the Offer is closed.

Tellings Golden Miller Shareholders who hold Tellings Golden Miller Shares in
certificated form and who have not accepted the Offer and wish to do so should
complete the Form of Acceptance in accordance with the instructions printed on
it and return it together with their share certificate(s) or other document(s)
of title as soon as possible, so as to be received by post to Computershare
Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or (during
normal business hours only) by hand to Computershare Investor Services PLC at
The Pavilions, Bridgwater Road, Bristol BS13 8AE.

Tellings Golden Miller Shareholders who hold Tellings Golden Miller Shares in
uncertificated form (that is, in CREST) and who have not accepted the Offer and
wish to do so must make their acceptance electronically through CREST so that
the TTE instruction settles as soon as possible.

All Tellings Golden Miller Shareholders who have any queries relating to the
procedure for acceptance of the Offer or who have not received the Offer
Document or Form of Acceptance should contact Computershare Investor Services
PLC on 0870 707 1341 or, from outside the UK, on [phone].

The Offer remains subject to the terms set out in the Offer Document.

Terms defined in the Offer Document shall have the same meanings in this
announcement. The terms `acting in concert' and `relevant securities' have the
same meanings as in the Code.

Enquiries:


Arriva                                                          0191 520 4000
                                                                             
David Martin                                                                 
                                                                             
Steve Lonsdale
                                                              

Rothschild (Financial Adviser to Arriva)                        0113 200 1900
                                                                             
David Forbes                                                                 
                                                                             
Stephen Moore    
                                                            

Tulchan Communications (PR advisers to Arriva)                  020 7353 4200
                                                                             
Stephen Malthouse                                                            
                                                                             
David Trenchard    
                                                          

Tellings Golden Miller                                          020 8757 4700
                                                                             
Stephen Telling        
                                                      

CFA (Financial Adviser to Tellings Golden Miller)               020 7492 4777
                                                                             
Tony Rawlinson                                                               
                                                                             
Simon Sacerdoti   
                                                           

N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting exclusively for
Arriva and no one else in relation to the Offer and will not be responsible to
anyone other than Arriva for providing the protections afforded to clients of N
M Rothschild & Sons Limited nor for providing advice in relation to the Offer
or any other matters referred to in this announcement.

City Financial Associates Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting exclusively for
Tellings Golden Miller and no one else in relation to the Offer and will not be
responsible to anyone other than Tellings Golden Miller for providing the
protections afforded to clients of City Financial Associates Limited nor for
providing advice in relation to the Offer or any other matters referred to in
this announcement.

This announcement does not constitute an offer to sell or an invitation or
solicitation to purchase or subscribe for any securities. Any acceptance or
other response in relation to the Offer should be made only on the basis of the
information contained in the Offer Document and, in the case of Tellings Golden
Miller Shares held in certificated form, the Form of Acceptance.

The making of the Offer in jurisdictions outside the United Kingdom or to
Overseas Shareholders or to nominees of or trustees for Overseas Shareholders
may be prohibited or affected by the laws or regulatory requirements of the
relevant overseas jurisdictions. Such Overseas Shareholders should inform
themselves about and observe any applicable legal requirements of such
jurisdictions. It is the responsibility of any Overseas Shareholder wishing to
accept the Offer to satisfy himself as to the full observance of the laws and
regulatory requirements of the relevant jurisdiction in connection therewith,
including the obtaining of any governmental, exchange control or other consents
which may be required, compliance with other formalities needing to be observed
and the payment of any issue, transfer or other taxes or duties or requisite
payments due in such jurisdiction. Any such Overseas Shareholder will be
responsible for payment of any such issue, transfer or other taxes, duties or
other requisite payments due in such jurisdiction by whomsoever payable, and
Arriva (and any person acting on its behalf) shall be entitled to be fully
indemnified and held harmless by such Overseas Shareholder for any such issue,
transfer or other taxes or duties or other requisite payments as Arriva (or any
person acting on its behalf) may be required to pay.

This announcement is not an offer of securities for sale or purchase in the
United States, Canada, Australia, Japan or any Restricted Jurisdiction. The
Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, but not limited to,
facsimile transmission or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facilities of a national, local or
other securities exchange of, the United States, Canada, Australia, Japan or
any Restricted Jurisdiction, and the Offer cannot be accepted and will not be
capable of acceptance by any such use, means, instrumentality or facilities
from or within the United States, Canada, Australia, Japan or any Restricted
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 any Restricted Jurisdiction.

Any person (including, without limitation, nominees, trustees or custodians)
who is an overseas person or who would, or otherwise intends to, forward this
document, the Offer Document, the Form of Acceptance or any related document to
any jurisdiction outside the United Kingdom or to any overseas person should
seek appropriate advice before taking any action.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of Tellings Golden Miller, all "dealings" in any
"relevant securities" of Tellings Golden Miller (including by means of an
option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the date on which the Offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Tellings Golden Miller, they
will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Tellings Golden Miller by Arriva or Tellings Golden Miller, or
by any of their respective "associates", must be disclosed by no later than
12.00 noon (London time) on the London business day following the date of the
relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.



END