Offer for TGM Group plc

RNS Number:4078K
Arriva PLC
20 December 2007


 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN INTO OR
    FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
                       RELEVANT LAWS OF SUCH JURISDICTION


For immediate release                                           20 December 2007
                                        

                              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


Summary

The Boards of Arriva and Tellings Golden Miller are pleased to announce that
they have reached agreement on 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. The Tellings Golden Miller Directors will unanimously
recommend Tellings Golden Miller Shareholders to accept the Offer.

The Offer will be made on the basis of 45 pence in cash for each Tellings Golden
Miller Share and values the entire existing issued ordinary share capital of
Tellings Golden Miller at approximately £10.3 million. The Offer Price 
represents:

  * a premium of approximately 47.5 per cent. to the Closing Price of 30.5
    pence for Tellings Golden Miller Shares on 19 December 2007, being the last
    Business Day prior to the date of this announcement; and

  * a premium of approximately 67.9 per cent. to the average Closing Price
    of 26.8 pence for Tellings Golden Miller Shares over the twelve months prior
    to the date of this announcement.

The Tellings Golden Miller Directors, who have been so advised by CFA, consider
the terms of the Offer to be fair and reasonable. In providing advice on the
Offer to the Tellings Golden Miller Directors, CFA has taken into account the
commercial assessments of the Tellings Golden Miller Directors.

Accordingly, the Tellings Golden Miller Directors will unanimously recommend
Tellings Golden Miller Shareholders to accept the Offer.

Those Tellings Golden Miller Directors, together with certain persons connected
with them, who are interested in Tellings Golden Miller Shares have given
irrevocable undertakings to Arriva to accept the Offer in respect of, in
aggregate, 16,279,746 Tellings Golden Miller Shares representing approximately
70.97 per cent. of the existing issued ordinary share capital of Tellings Golden
Miller and to exercise 36,000 options over Tellings Golden Miller Shares once
the Offer has been declared wholly unconditional and accept the Offer in respect
of those Tellings Golden Miller Shares. These irrevocable undertakings remain
binding in the event of a competing offer being made for the entire issued and
to be issued ordinary share capital of Tellings Golden Miller unless the Offer
lapses or is withdrawn.

Commenting on the Offer, David Martin, Chief Executive of Arriva said:

"The Offer provides continuity to existing customers and employees of Tellings
Golden Miller. We appreciate the specialised skills and experience of Tellings
Golden Miller's management and employees and we look forward to supporting them
in developing the Tellings Golden Miller business further."

Commenting on the Offer, Stephen Telling, Chairman of Tellings Golden Miller,
said:

"I believe that the Offer provides an attractive exit for Tellings Golden Miller
Shareholders in the current climate. The Offer provides the Tellings Golden
Miller Group's employees with opportunities and support as part of a major
multinational group and provides Tellings Golden Miller with the resources to
continue to develop the business for the benefit of Tellings Golden Miller's
customers."

Rothschild is acting as financial adviser to Arriva. CFA is acting as financial
adviser to Tellings Golden Miller.

This summary should be read in conjunction with, and is subject to, the full
text of the following announcement, including the appendices. Appendix I to this
announcement contains the conditions and certain terms of the Offer. Appendix II
to this announcement contains further details of the bases of calculations and
sources of information set out in this announcement. Appendix III to this
announcement contains further details of the irrevocable undertakings and
Appendix IV to this announcement contains definitions of certain expressions
used in this summary and in this announcement.

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. The Offer will be made
solely by the Offer Document and, in the case of Tellings Golden Miller Shares
held in certificated form, the Form of Acceptance, which will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted. 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 Offer Document and the Form of Acceptance will be distributed shortly to
Tellings Golden Miller Shareholders and, for information purposes only, to
Tellings Golden Miller Optionholders. The Offer Document and the Form of
Acceptance will, in any event, be posted within 28 days of this announcement,
unless otherwise agreed with the Panel. Tellings Golden Miller and Arriva urge
Tellings Golden Miller Shareholders to read the Offer Document and, in respect
of Tellings Golden Miller Shares held in certificated form, the Form of
Acceptance carefully when they become available because they will contain
important information relating to the Offer.

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.

The Arriva Directors accept responsibility for the information contained in this
announcement save for the information for which responsibility is taken by the
Tellings Golden Miller Directors set out in the following paragraph. To the best
of the knowledge and belief of the Arriva Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.

The Tellings Golden Miller Directors accept responsibility for the information
contained in this announcement relating to Tellings Golden Miller, the Tellings
Golden Miller Group, the Tellings Golden Miller Directors and the members of
their immediate families and persons connected with them (save in each case for
information on Arriva's future plans for Tellings Golden Miller, the Tellings
Golden Miller Group and its management and employees). To the best of the
knowledge and belief of the Tellings Golden Miller Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.

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 one 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.



 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN INTO OR
    FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
                       RELEVANT LAWS OF SUCH JURISDICTION

For immediate release                                           20 December 2007


                             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


1. Introduction

The Boards of Arriva and Tellings Golden Miller are pleased to announce that
they have reached agreement on 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. The Tellings Golden Miller Directors will unanimously
recommend Tellings Golden Miller Shareholders to accept the Offer.

2. Summary of the terms of the Offer

Under the terms of the Offer, which will be subject to the conditions set out in
Appendix I and to the full terms and conditions to be set out in the Offer
Document and, in the case of Tellings Golden Miller Shares held in certificated
form, the Form of Acceptance, Tellings Golden Miller Shareholders will be
entitled to receive:

             for each Tellings Golden Miller Share 45 pence in cash

The Offer values the entire existing issued ordinary share capital of Tellings
Golden Miller at approximately £10.3 million. The Offer Price represents:

   * a premium of approximately 47.5 per cent. to the Closing Price of 30.5
    pence for Tellings Golden Miller Shares on 19 December 2007, being the last
    Business Day prior to the date of this announcement; and

   * a premium of approximately 67.9 per cent. to the average Closing Price
    of 26.8 pence for Tellings Golden Miller Shares over the twelve months prior
    to the date of this announcement.

3. Background to and reasons for the Offer

The acquisition of Tellings Golden Miller is a continuation of the growth
strategy of Arriva, further strengthens Arriva's operations in the UK transport
market and provides a significant introduction into the airport transport
services market in the UK. This complementary acquisition builds on Arriva's
small, but growing, existing airport transport services activities currently
located in Germany and Italy. The Arriva Directors view the acquisition as a
beneficial opportunity to combine Arriva's resources and expertise as a leading
European transport operator with the specialist skills and knowledge of Tellings
Golden Miller's existing management team and employees.

The Offer provides Tellings Golden Miller's skilled management and employees
with the benefits of operating within the context of a major multinational group
with access to economies of scale, transfer of best practice and innovation. The
Offer brings new specialised expertise to Arriva and provides Tellings Golden
Miller's management and employees with a supportive environment to develop the
Tellings Golden Miller business further.

4. Recommendation

The Tellings Golden Miller Directors, who have been so advised by CFA, consider
the terms of the Offer to be fair and reasonable. In providing advice on the
Offer to the Tellings Golden Miller Directors, CFA has taken into account the
commercial assessments of the Tellings Golden Miller Directors.

Accordingly, the Tellings Golden Miller Directors will unanimously recommend
Tellings Golden Miller Shareholders to accept the Offer, as they will do in
respect of their respective beneficial holdings comprising, in aggregate,
16,279,746 Tellings Golden Miller Shares representing approximately 70.97 per
cent. of the existing issued ordinary share capital of Tellings Golden Miller.

5. Background to and reasons for the recommendation

The Offer values the entire existing issued ordinary share capital of Tellings
Golden Miller at approximately £10.3 million as compared to Tellings Golden
Miller's current market value of approximately £7.0 million based on the Closing
Price of 30.5 pence for Tellings Golden Miller Shares on 19 December 2007, being
the last Business Day prior to the date of this announcement.

The key reasons why the Tellings Golden Miller Board is recommending the Offer
are as follows:

   * the Tellings Golden Miller Board believe that inherent business risks
    are such that there can be no certainty that management's growth targets
    will be achieved as a standalone entity and hence it could be some time
    before earnings have grown to a level that would underpin an equivalent
    share price to the Offer Price;

   * the market for smaller quoted company shares is currently such that even
    if business growth targets are achieved, there is no certainty that Tellings
    Golden Miller's share price will reflect underlying growth;

   * the Offer Price represents a premium of approximately 47.5 per cent. to
    the Closing Price of 30.5 pence for Tellings Golden Miller Shares on 19
    December 2007, being the last Business Day prior to the date of this
    announcement, and roughly equates to net asset value per Tellings Golden
    Miller Share as taken from Tellings Golden Miller's latest unaudited interim
    results for the six months to 30 June 2007; and

   * the average Closing Price of Tellings Golden Miller Shares over the
    twelve months prior to the date of this announcement was 26.8 pence. This
    compares with net asset value per Tellings Golden Miller Share as derived
    from Tellings Golden Miller's unaudited interim results for the six months
    to 30 June 2007 of 44.5 pence per Tellings Golden Miller Share. The
    depressed share price has meant that the Tellings Golden Miller Board has
    been reluctant to use shares as a medium of exchange or as a means of
    raising funds due to the dilutive impact of such an issue. As a result
    Tellings Golden Miller has utilised debt finance to fund growth. The
    Tellings Golden Miller Board is unwilling to take on further debt in current
    market conditions and hence growth prospects are currently constrained.

Against this background, the Tellings Golden Miller Board is recommending
Tellings Golden Miller Shareholders to accept the Offer.

6. Irrevocable undertakings

Those Tellings Golden Miller Directors, together with certain persons connected
with them, who are interested in Tellings Golden Miller Shares have given
irrevocable undertakings to Arriva to accept the Offer in respect of, in
aggregate, 16,279,746 Tellings Golden Miller Shares representing approximately
70.97 per cent. of the existing issued ordinary share capital of Tellings Golden
Miller and to exercise 36,000 options over Tellings Golden Miller Shares once
the Offer has been declared wholly unconditional and accept the Offer in respect
of those Tellings Golden Miller Shares. These irrevocable undertakings remain
binding in the event of a competing offer being made for the entire issued and
to be issued ordinary share capital of Tellings Golden Miller unless the Offer
lapses or is withdrawn.

Further details of these irrevocable undertakings are set out in Appendix III to
this announcement.

7. Tellings Golden Miller Deferred Shares

Arriva is not making an offer for the existing unconditionally allotted or
issued and fully paid Deferred Shares. The holders of the Deferred Shares (being
S R Telling, J H Peddle and C A Telling) have no voting or dividend rights
whatsoever in respect of the Deferred Shares. On a winding up, the Deferred
Shares shall have no rights to participate in any surplus until after the
holders of Tellings Golden Miller Shares have been repaid in full plus an amount
of £100,000 per Tellings Golden Miller Share. Tellings Golden Miller is entitled
to execute transfers of, cancel or acquire these Deferred Shares without
sanction of the holders thereof. It is the intention of Arriva to procure that
the Tellings Golden Miller Deferred Shares are cancelled or acquired at no cost
by Arriva once the Offer has become unconditional. Accordingly, the holders of
the Deferred Shares have provided undertakings to Arriva to effect such transfer
or cancellation in accordance with Arriva's instructions once the Offer has
become unconditional.

8. Information on Tellings Golden Miller

Tellings Golden Miller is a bus and coach operator providing crew and air-side
passenger transport services for airlines at Heathrow and scheduled and private
hire services to a broad customer base. Operations are throughout the UK from
bases at Heathrow and in London, Hampshire, East Anglia, County Durham and Tyne
and Wear.

The principal businesses of the Tellings Golden Miller Group are:

   * OFJ Connections which provides crew and air-side passenger transport
    services for airlines at Heathrow;

   * OFJ Ground Services, an airport ground services maintenance operation
    which also provides engineering support for Tellings Golden Miller's
    London-based vehicle fleet;

   * Tellings Golden Miller Coaches which operates luxury coaches from a
    Heathrow base. It is also responsible for "Wiltax" which provides bus and
    coach operations in the Surrey area and operates Linkline's private hire
    fleet of coaches;

   * National Express Coach operations where Tellings Golden Miller acts as a
    contractor to National Express out of its Portsmouth, Cambridge and
    Newcastle depots;

   * Burtons in East Anglia which operates scheduled and non-scheduled bus
    and coach services throughout the region. This company also operates bus
    services in the region under the name of Network Colchester;

   * Classic Coaches, a national coach and bus operator based near Newcastle;
    and

   * Linkline, based in North West London which provides bus services to the
    BBC and others.

For the year ended 31 December 2006 Tellings Golden Miller reported revenue of
£31.1 million (2005: £41.5 million) and losses before tax of £(0.3) million
(2005: profit £14.0 million). As at 31 December 2006, Tellings Golden Miller had
total assets of £27.7 million (2005: £27.7 million) and net assets of £9.9
million (2005: £10.0 million).

Tellings Golden Miller announced its unaudited interim results for the six
months to 30 June 2007 on 6 September 2007. In those interim results, Tellings
Golden Miller reported turnover of £15.7 million (2006: £16.0 million) and
profit before tax of £0.5 million (2006: loss £(0.1) million). As at 30 June
2007 Tellings Golden Miller had total assets of £27.6 million (2006: £29.1
million) and net assets of £10.2 million (2006: £9.9 million).

Tellings Golden Miller's results in the six months to 30 June 2007 were in line
with the Tellings Golden Miller Board's expectations despite competitive market
conditions. The Tellings Golden Miller Group is benefiting from the
restructuring carried out by management in prior years and the improvement in
results compared to 2006 is noticeable.

High oil prices have depressed margins during the second half of this year and
the introduction of the European Working Time Directive in April 2007 has also
had an adverse effect, in particular in Classic Coaches which specialises in
long haul trips. As a result of these factors and the competitive market
conditions, performance in the four months to the end of October 2007 has been
below the Tellings Golden Miller Board's expectations.

OFJ Connections was acquired by the Tellings Golden Miller Group on 15 October
2007. This business has continued to perform well since acquisition and is
expected to make a positive contribution during the two and a half months under
Group ownership in 2007.

9. Information on Arriva

Arriva is one of the largest private sector providers of passenger transport in
Europe, employing more than 37,000 people.

Arriva provide transport services, including buses, trains, commuter coaches and
water buses, in ten European countries: Czech Republic, Denmark, Italy, Germany,
the Netherlands, Poland, Portugal, Spain, Sweden and the UK.

For the year ended 31 December 2006 Arriva reported revenue of £1,729.0 million
(2005: £1,571.2 million) and profit before tax of £109.8 million (2005: £103.1
million). As at 31 December 2006, Arriva had total assets of £1,712.1 million
(2005: £1,772.8 million) and net assets of £558.8 million (2005: £503.7
million).

Arriva announced its interim results for the six months to 30 June 2007 on 6
September 2007. In those interim results, Arriva reported turnover of £909.2
million (2006: £860.7 million) and profit before tax of £47.3 million (2006:
£48.0 million). As at 30 June 2007 Arriva had total assets of £1,778.0 million
(2006: £1,795.9 million) and net assets of £623.0 million (2006: £535.2
million).

In its pre-close trading statement announced on 17 December 2007, the Arriva
Directors stated that Arriva has made further solid progress in developing its
business since publishing interim results on 6 September 2007. Full year
performance is expected to be in line with management expectations.

10. Management and employees

Arriva has indicated that it attaches great importance to the specialised
skills, knowledge and experience of the management and employees of Tellings
Golden Miller. Arriva has indicated that, the Offer is unlikely to have adverse
repercussions on Tellings Golden Miller's employees or management and is
intended to provide continuity of employment for staff, save that it is intended
that the non-executive directors of Tellings Golden Miller (being J H Peddle and
S G Thomson) will resign from the Tellings Golden Miller Board when the Offer
becomes or is declared unconditional in all respects. J H Peddle and S G Thomson
will upon resignation receive £10,000 and £12,500 respectively in lieu of the
six months' notice period contained within each of their letters of appointment
with Tellings Golden Miller. It is intended that all of the existing executive
directors of Tellings Golden Miller (being S R Telling, B J Taylor and R S
Telling) will remain with Tellings Golden Miller following the Offer becoming,
or being declared, wholly unconditional.

Arriva has indicated that it does not currently intend to change the location of
Tellings Golden Miller's place of business or effect a material change in
conditions of employment and has given assurances to the Tellings Golden Miller
Directors that the existing employment rights, including pension rights, of all
Tellings Golden Miller employees will be safeguarded upon the Offer becoming, or
being declared, wholly unconditional.

11. Financing the Offer

The consideration payable under the Offer will be financed through a combination
of cash in hand and drawings under existing committed facilities exceeding £650
million. Further details of the financing arrangements will be set out in the
Offer Document.

Rothschild is satisfied that sufficient cash resources are available to Arriva
to satisfy the consideration payable as a result of full acceptance of the
Offer.

12. Disclosure of interests in Tellings Golden Miller

Neither Arriva, nor any director of Arriva, nor, so far as Arriva is aware, any
person acting, or presumed to be acting, in concert with Arriva is interested in
or has any rights to subscribe for any Tellings Golden Miller Shares, nor does
any such person have any short position (whether conditional or absolute and
whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery or any arrangement in relation to
Tellings Golden Miller Shares. For these purposes, "arrangement" includes any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery and borrowing or lending of Tellings Golden Miller
Shares. An "arrangement" also includes any indemnity or option arrangement and
any agreement or understanding, formal or informal, of whatever nature relating
to Tellings Golden Miller Shares which may be an inducement to deal or refrain
from dealing in such securities. "Interest" includes any long economic exposure,
whether conditional or absolute, to changes in the price of securities and a
person is 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 reference
to, securities.

Neither Arriva, nor, so far as Arriva is aware, any person acting, or presumed
to be acting, in concert with Arriva has borrowed or lent any Tellings Golden
Miller Shares (save for any borrowed shares which have either been on-lent or
sold).

13. Tellings Golden Miller Share Option Schemes

The Offer will extend to any Tellings Golden Miller Shares which are
unconditionally allotted or issued fully paid (or credited as fully paid)
pursuant to the exercise of options granted under the Tellings Golden Miller
Share Option Schemes or otherwise while the Offer remains open for acceptance
(or such earlier date as Arriva may, subject to the Code, decide).

Arriva has been informed that the only options currently granted under the
Tellings Golden Miller Share Option Schemes are 18,000 options over Tellings
Golden Miller Shares granted to each of B J Taylor and R S Telling respectively
under the Tellings Golden Miller Group EMI Share Option Plan. Both B J Taylor
and R S Telling have given irrevocable undertakings to Arriva to exercise such
options over Tellings Golden Miller Shares once the Offer has been declared
wholly unconditional and accept the Offer in respect of those Tellings Golden
Miller Shares.

To the extent that options under the Tellings Golden Miller Share Option Schemes
are not exercised before the date on which the Offer closes or do not vest, and
if the Offer becomes or is declared unconditional in all respects, it is
intended that Arriva will make appropriate proposals to the Tellings Golden
Miller Optionholders in due course.

14. Compulsory acquisition, cancellation of trading and re-registration

Arriva intends, assuming that it receives sufficient acceptances under the Offer
to entitle it to do so and all of the other conditions of the Offer have been
satisfied or waived (if capable of being waived), 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.

It is also intended that, upon the Offer becoming or being declared
unconditional in all respects and sufficient acceptances being received, that
Arriva will procure the making of an application by Tellings Golden Miller to
the London Stock Exchange for the cancellation of admission to trading of
Tellings Golden Miller Shares on AIM.

It is also intended that, following the Offer becoming or being declared
unconditional in all respects and 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 Companies Act 1985.

15. General

The Offer Document and the Form of Acceptance will be distributed shortly to
Tellings Golden Miller Shareholders and, for information purposes only, to
Tellings Golden Miller Optionholders. The Offer Document and the Form of
Acceptance will, in any event, be posted within 28 days of the date of this
announcement, unless otherwise agreed with the Panel.

The Offer and acceptances thereof will be governed by English Law. The Offer
will be subject to the applicable requirements of the City Code, the Panel, the
London Stock Exchange and other legal and regulatory requirements.

The Offer will be subject to the conditions set out in Appendix I of this
announcement and to the full terms and conditions to be set out in the Offer
Document and, in the case of Tellings Golden Miller Shares held in certificated
form, the Form of Acceptance.

The bases and sources of certain financial information contained in this
announcement are set out in Appendix II to this announcement. Certain terms used
in this announcement are defined in Appendix IV to this announcement.

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. The Offer will be made
solely by the Offer Document and, in the case of Tellings Golden Miller Shares
held in certificated form, the Form of Acceptance, which will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted. 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 Offer Document and the Form of Acceptance will be distributed shortly to
Tellings Golden Miller Shareholders and, for information purposes only, to
Tellings Golden Miller Optionholders. The Offer Document and the Form of
Acceptance will, in any event, be posted within 28 days of this announcement,
unless otherwise agreed with the Panel. Tellings Golden Miller and Arriva urge
Tellings Golden Miller Shareholders to read the Offer Document and, in respect
of Tellings Golden Miller Shares held in certificated form, the Form of
Acceptance carefully when they become available because they will contain
important information relating to the Offer.

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 one 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.

Forward-looking Statements

This announcement, including information included or incorporated by reference
in this announcement, contains statements about Tellings Golden Miller, the
Offer and Arriva that are or may be forward-looking statements. All statements
other than statements of historical facts included in this announcement may be
forward looking statements. Without limitation, any statements preceded or
followed by or that include the words 'targets', 'plans', 'believes', 'expects',
'aims', 'intends', 'will', 'may', 'anticipates', 'estimates', 'projects', or
words or terms of similar substance or the negative thereof identify
forward-looking statements. Forward-looking statements include statements
relating to the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of Tellings Golden Miller's, Arriva's or
the Arriva Group's operations; and (iii) the effects of government regulation on
Tellings Golden Miller's, Arriva's or the Arriva Group's business.

These forward-looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of Tellings Golden Miller or Arriva.
These forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of any such person, or industry results, to be materially different
from any results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the future. You
are cautioned not to place undue reliance on the forward-looking statements,
which speak only as of the date they were made. All subsequent oral or written
forward-looking statements attributable to Tellings Golden Miller or Arriva or
any of their members or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. All
forward-looking statements included in this announcement are based on
information available to the relevant parties on the date hereof. Investors
should not place undue reliance on such forward-looking statements, and neither
Tellings Golden Miller, Arriva nor their directors undertakes any obligation in
respect of, and do not intend to update or revise any forward-looking statements
except as required by the City Code or pursuant to applicable law.


APPENDIX I

Conditions and certain further terms of the Offer

Part A: Conditions of the Offer

The Offer will be subject to the following conditions:

1 valid acceptances being received (and not, where permitted, withdrawn) by not 
later than 3.00 pm on the first closing date of the Offer as set out in the 
Offer Document (or such later time(s) and/or date(s) as Arriva may, subject to 
the rules of the City Code or with the consent of the Panel, decide) in respect 
of not less than 90 per cent. (or such lesser percentage as Arriva may decide) 
of the Tellings Golden Miller Shares to which the Offer relates, provided that 
this condition will not be satisfied unless Arriva and/or any member of the 
Arriva Group shall have acquired or agreed to acquire (whether pursuant to the 
Offer or otherwise), directly or indirectly, Tellings Golden Miller Shares 
carrying, in aggregate, over 50 per cent. of the voting rights then exercisable 
at general meetings of Tellings Golden Miller (including for this purpose, to 
the extent (if any) required by the Panel, any voting rights attaching to any 
Tellings Golden Miller Shares which are unconditionally allotted or issued 
before the Offer becomes or is declared unconditional as to acceptances, 
whether pursuant to the exercise of conversion or subscription rights or 
otherwise).

For the purposes of this condition:

(i) the expression "Tellings Golden Miller Shares to which the Offer relates" 
shall be construed in accordance with section 974 to 991 of the Companies 
Act 2006;

(ii) "valid acceptances" shall be deemed to have been received in respect of 
Tellings Golden Miller Shares which are treated for the purposes of Section
979(8) of the Companies Act 2006 as having been acquired by Arriva by virtue of
acceptances of the Offer; and

(iii) Tellings Golden Miller Shares which have been unconditionally allotted 
shall be deemed to carry the voting rights which they will carry on issue;

2 it being established to the satisfaction of Arriva that:

2.1 neither the proposed acquisition of Tellings Golden Miller by Arriva nor
any matters or arrangements arising therefrom or related thereto will be
referred to the Competition Commission in the United Kingdom;

2.2 it is not and will not be necessary, in order to avoid such reference to the 
Competition Commission, for any member of the Arriva Group or any member of the 
Tellings Golden Miller Group to give undertakings to the Office of Fair Trading 
except where any such undertakings are on terms which Arriva in its entire 
discretion considers satisfactory; and

2.3 there has been no statement or intervention by the Office of Fair Trading or 
the Secretary of State for Business, Enterprise and Regulatory Reform indicating 
that it is necessary or desirable for any aspect of the proposed acquisition of 
Tellings Golden Miller or any matters or arrangements arising therefrom or 
related thereto to be altered, amended or modified except on terms which Arriva 
in its entire discretion considers satisfactory;

3 no Relevant Authority having decided to take, institute, implement or threaten 
any action, proceeding, suit, investigation, reference or enquiry or enacted, 
made or proposed any statute, regulation, rule, decision or order or required 
any action to be taken or information to be provided or otherwise taken or 
refrained from having taken any other step or action or done any thing, and 
there not being outstanding any statute, regulation, rule, decision or order, 
that, in any such case, would or might reasonably be expected to:

3.1 make the Offer or its implementation or the acquisition or proposed
acquisition by Arriva (or any other member of the wider Arriva Group) of any
Tellings Golden Miller Shares or control or management of Tellings Golden Miller
or any member of the wider Tellings Golden Miller Group void, voidable,
unenforceable or illegal in or under the laws of any jurisdiction or otherwise,
directly or indirectly, restrain, restrict, prohibit or delay, or impose
additional or amended conditions or obligations with respect to, or otherwise
challenge or interfere with, any of the foregoing;

3.2 require, prevent, delay, restrict or affect the divestiture (or alter the 
terms of any proposed divestiture) by any member of the wider Arriva Group or 
any member of the wider Tellings Golden Miller Group of all or any part of their 
respective businesses, assets or properties or impose any limitation on the 
ability of any of them to conduct or to own, use or operate all or any part of 
their respective businesses, assets or properties owned by, or the use or
operation of which is enjoyed by, any of them, which in each case would result
in; any of them ceasing to be able to carry on business; a material adverse
effect on the wider Arriva Group or the wider Tellings Golden Miller Group as
the case may be; or any of them being restricted in the carrying on of its
business, under any name under which it currently does so;

3.3 impose any limitation on, or result in any delay in, the ability of any 
member of the wider Arriva Group or any member of the wider Tellings Golden
Miller Group to acquire or hold or exercise effectively, directly or indirectly,
all or any rights of ownership of shares or other securities (or the equivalent)
in any member of the wider Tellings Golden Miller Group or any member of the
wider Arriva Group or to exercise management or voting control over any member
of the wider Tellings Golden Miller Group or any member of the wider Arriva
Group;

3.4 require any member of the wider Arriva Group or any member of the wider 
Tellings Golden Miller Group to acquire, or to offer to acquire, any shares or 
other securities or indebtedness (or the equivalent) in or of any member of the 
wider Arriva Group or any member of the wider Tellings Golden Miller Group or 
any shares or other securities or indebtedness (or the equivalent) in or of, or 
any asset owned by, any other person, or to dispose of or repay, or to offer to 
dispose of or repay, any shares or other securities or indebtedness (or the 
equivalent) in or of, or any asset owned by, any member of the wider Arriva 
Group or any member of the wider Tellings Golden Miller Group;

3.5 impose any material limitation on the ability of any member of the wider 
Arriva Group or any member of the wider Tellings Golden Miller Group to 
integrate or co-ordinate its business, or any part of it, with any business of
any member of the wider Arriva Group or any member of the wider Tellings Golden
Miller Group;

3.6 result in a material delay in the ability of any member of the Arriva Group, 
or render any member of the Arriva Group unable, to acquire all or some of the 
Tellings Golden Miller Shares or require or prevent a divestiture by any member 
of the Arriva Group of any such shares; or

3.7 otherwise adversely affect materially any or all of the businesses, assets, 
financial or trading position or profits, prospects or value of any member of 
the wider Tellings Golden Miller Group or any member of the wider Arriva Group 
or the exercise of rights over shares of any company in the wider Tellings 
Golden Miller Group,

and all applicable waiting and other time periods during which any Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceeding, suit, investigation, reference or enquiry or otherwise
intervene having expired, lapsed or been terminated;

4 all filings and applications which Arriva reasonably considers necessary 
having been made and all statutory or regulatory obligations in any jurisdiction 
having been complied with, and all appropriate waiting or other time periods 
(including any extensions of such periods) under any applicable legislation or 
regulations of any jurisdiction having expired, lapsed or been terminated, in 
each case in connection with the Offer or the acquisition or proposed 
acquisition of any Tellings Golden Miller Shares, or of control or management 
of Tellings Golden Miller (or any other member of the wider Tellings Golden 
Miller Group) by Arriva (or any other member of the wider Arriva Group), and all 
Relevant Authorisations reasonably deemed by Arriva (or any other member of the 
wider Arriva Group) to be necessary or appropriate for, or in respect of, the 
Offer or any acquisition or proposed acquisition of any Tellings Golden Miller 
Shares, or of control or management of Tellings Golden Miller (or any other 
member of the wider Tellings Golden Miller Group), by Arriva (or any other 
member of the wider Arriva Group) or to permit or enable Arriva (or any other
member of the wider Arriva Group) to carry on the business of any member of the
wider Tellings Golden Miller Group having been obtained in terms and in a form
satisfactory to Arriva from all appropriate Relevant Authorities and from all
appropriate persons, authorities or bodies with whom any member of the wider
Arriva Group or any member of the wider Tellings Golden Miller Group has entered
into contractual arrangements, and all such Relevant Authorisations remaining in
full force and effect, and there being no notice or intimation of any intention
to revoke, modify, restrict, suspend or not to renew any of them and there being
no indication that the renewal costs of any Relevant Authorisation might be
materially higher than the renewal costs for the current Relevant Authorisation;

5 save as Disclosed, there being no provision of any Relevant Instrument which, 
in consequence of the making or implementation of the Offer, the acquisition or 
proposed acquisition by any member of the wider Arriva Group of any shares in, 
or any change in the control or management of, Tellings Golden Miller or any 
other member of the wider Tellings Golden Miller Group, or otherwise, provides 
for, or will or might reasonably be expected to result in, to an extent which is 
or would be material in the context of the wider Tellings Golden Miller Group 
taken as a whole in each case, any of the following:

5.1 any monies borrowed by, or other indebtedness, actual or contingent, of,
or grant available to, any member of the wider Tellings Golden Miller Group
being or becoming or being capable of being declared repayable immediately or
earlier than its stated maturity date or the ability of any member of the wider
Tellings Golden Miller Group to borrow monies or incur indebtedness being
withdrawn, inhibited or adversely affected or being capable of being withdrawn,
inhibited or adversely affected;

5.2 the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property, assets or
interests of any member of the wider Tellings Golden Miller Group or any such
security (whenever created, arising or having arisen) becoming enforceable or
being enforced;

5.3 any Relevant Instrument or any right, interest, liability, obligation or 
business of any member of the wider Tellings Golden Miller Group under such
Relevant Instrument (or any related arrangement) being terminated or adversely
modified or affected, or any onerous action being taken or obligation arising
under such Relevant Instrument;

5.4 the value of any member of the wider Tellings Golden Miller Group, or the 
business, assets, financial or trading position or prospects of any member of 
the wider Tellings Golden Miller Group being prejudiced or adversely affected;

5.5 any asset or right (including, without limitation, intellectual property 
rights) or interest of, or any asset or right the use or operation of which is 
enjoyed by, any member of the wider Tellings Golden Miller Group being or 
falling to be disposed of other than in the ordinary course of business, or
charged, or ceasing to be available to any such member, or any right arising
under which any such asset or interest or such right will or could be required
to be disposed of or charged, or will or could cease to be so available;

5.6 the interest or business of any member of the wider Tellings Golden Miller 
Group in or with any company, firm, body or person, or any arrangements relating 
to any such interest or business, being terminated or adversely modified or 
affected;

5.7 any change or effect on ownership or use of any intellectual property rights 
owned or used by any member of the wider Tellings Golden Miller Group;

5.8 any member of the wider Tellings Golden Miller Group ceasing to be able to 
carry on business under any name under which it presently does so; or

5.9 any member of the wider Tellings Golden Miller Group or any member of the 
wider Arriva Group being required to acquire, or to offer to acquire, any shares 
or other securities or indebtedness (or the equivalent) in or of any member of 
the wider Tellings Golden Miller Group or any member of the wider Arriva Group 
or any shares or other securities or indebtedness (or the equivalent) in or of, 
or any asset owned by, any other person or to dispose of or repay, or to offer 
to dispose of or repay, any shares or other securities or indebtedness (or the 
equivalent) in or of, or any asset owned by, any member of the wider Tellings 
Golden Miller Group or any member of the wider Arriva Group,

and no event having occurred which, under any provision of any Relevant
Instrument, would or could reasonably be expected to result in any of the events
or circumstances referred to in sub-paragraphs 5.1 to 5.9 (inclusive) in any
case which is or would be material in the context of the wider Tellings Golden
Miller Group taken as a whole;

6 save as Disclosed, since 31 December 2006 (being the date to which the
latest published audited report and accounts of Tellings Golden Miller were made
up), no member of the wider Tellings Golden Miller Group having:

6.1 made any alteration to its memorandum or articles of association or other 
constitutional document (including, but not limited to, any variation of the 
rights attaching to or in respect of the Deferred Shares) which is or could 
reasonably be considered to be material;

6.2 recommended, declared, paid or made, or proposed the
recommendation, declaration, paying or making of, any dividend, bonus issue or
other distribution, whether in cash or otherwise (other than to Tellings Golden
Miller or a wholly-owned subsidiary of Tellings Golden Miller);

6.3 issued or agreed to issue, or authorised or proposed the issue of, 
additional shares of any class, or of securities convertible into or 
exchangeable for shares, or rights, warrants or options to subscribe for or
acquire, any such shares or securities or any loan capital (other than issues to
Tellings Golden Miller or a wholly-owned subsidiary of Tellings Golden Miller,
and save for Tellings Golden Miller Shares allotted on the exercise of any
options granted under the Tellings Golden Miller Share Option Schemes) or
redeemed, purchased, repaid or reduced, or authorised or proposed the 
redemption, purchase, repayment or reduction of, or other material change to,
any part of its share capital or any other securities;

6.4 (other than to Tellings Golden Miller or a wholly-owned subsidiary
of Tellings Golden Miller) issued, authorised or proposed the issue of any
debentures or securities or incurred or, save in the ordinary course of
business, incurred or increased any indebtedness or liability, actual or
contingent;

6.5 entered into, varied, implemented, or authorised, proposed or announced its 
intention to enter into, vary or implement, any contract, scheme, transaction, 
commitment or other arrangement which is, will or could be restrictive on the 
business of any member of the wider Arriva Group or any member of the wider 
Tellings Golden Miller Group or which involves or will or could involve an 
obligation of a loss making, long term, onerous or unusual nature or magnitude;

6.6 authorised, proposed or effected or announced its intention to propose any 
merger, demerger, reconstruction or amalgamation, or any acquisition or disposal 
or transfer of, or the creation of any mortgage, charge or security interest or 
other encumbrance in respect of, any asset or any right, title or interest in 
any share or asset (other than in the ordinary course of trading);

6.7 entered into, or varied (other than in respect of increases in remuneration 
required under the terms of the relevant agreement) the terms of, any service 
contract or agreement or other arrangement with any of the directors, senior 
executives or senior employees of any member of the wider Tellings Golden 
Miller Group;

6.8 entered into, varied or terminated, or authorised the entry into, variation 
or termination of, any contract, commitment or arrangement (whether in
respect of capital expenditure or otherwise) which is outside the ordinary
course of business or which is of a long term, onerous or unusual nature or
magnitude or which involves or could involve an obligation of a nature or
magnitude which is material;

6.9 been unable, or threatened in writing that it is unable, to pay its debts or 
having stopped or suspended (or threatened to stop or suspend) payment of its 
debts generally or a substantial part thereof or ceased or threatened to cease 
carrying on all or a substantial part of its business;

6.10 taken or proposed any action or had any proceedings instituted, threatened 
or proposed for its winding-up (voluntarily or otherwise), dissolution, striking 
off or reorganisation (or for any analogous proceedings or steps in any 
jurisdiction) (save for any such winding-up or dissolution whilst solvent) or 
for the appointment of a receiver, administrator, administrative receiver, 
trustee or similar or analogous officer of all or any of its assets or revenues 
or for any similar or analogous matters in any jurisdiction;

6.11 made or consented to any change to the terms of the trust deeds 
constituting the pension schemes established for its directors and/or employees
and/or their dependents or to the benefits which accrue, or to the pensions
which are payable thereunder, or to the basis on which qualification for or
accrual or entitlement to such benefits or pensions are calculated or 
determined, or to the basis upon which liabilities (including pensions) of such
pension schemes are funded or made, or agreed or consented to, any change to the
trustees;

6.12 waived or compromised any claim or authorised any such waiver or 
compromise, (other than in the ordinary course of business) which in any case is
material in the context of the wider Tellings Golden Miller Group taken as a
whole;

6.13 (other than in the ordinary course of business) granted any lease or third 
party rights in respect of any of the leasehold property or freehold property 
owned or occupied by it or otherwise disposed of any such property to an extent 
which is material in the context of the Offer or the wider Tellings Golden 
Miller Group taken as a whole; or

6.14 agreed to enter into or entered into any commitment, agreement or
arrangement, or passed any resolution or made any offer (which remains open for
acceptances), with respect to, or announced an intention to effect or to
propose, any of the transactions, matters or events referred to in this
paragraph 6 and which is material in the context of the wider Tellings Golden
Miller Group taken as a whole;

7 save as Disclosed, since 31 December 2006 (being the date to which the latest 
published audited report and accounts of Tellings Golden Miller were made up):

7.1 no adverse change or deterioration having occurred in the business, assets, 
financial or trading position or profits, prospects or value of any member of 
the wider Tellings Golden Miller Group which is material in the context of the 
wider Tellings Golden Miller Group taken as a whole;

7.2 no litigation, arbitration proceedings, prosecution or other legal 
proceedings having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the wider Tellings Golden
Miller Group or to which any member of the wider Tellings Golden Miller Group is
a party (whether as a claimant, defendant or otherwise), and no investigation or
enquiry by, or complaint or reference to, any Relevant Authority against or in
respect of any member of the wider Tellings Golden Miller Group, having been
instituted, announced or threatened or remaining outstanding by, against or in
respect of any member of the wider Tellings Golden Miller Group which is or
might reasonably be expected to be material in the context of the wider Tellings
Golden Miller Group taken as a whole;

7.3 no steps having been taken which will result in, or could reasonably be
expected to result in, the withdrawal, cancellation, termination or adverse
modification of any licence or permit held by any member of the wider Tellings
Golden Miller Group which is or might reasonably be expected to be material in
the context of the wider Tellings Golden Miller Group taken as a whole;

7.4 no contingent or other liability having arisen or increased or become
apparent to Arriva which might be likely adversely to affect any member of the 
wider Tellings Golden Miller Group which is material in the context of the wider
Tellings Golden Miller Group taken as a whole; and

7.5 there having been no adverse change or deterioration in the business, 
operation, assets, financial or trading position or profits of any member of the
wider Tellings Golden Miller Group or any event or circumstance that might
reasonably be expected to result in any such adverse change, in each case to an
extent which is material in the context of the wider Tellings Golden Miller
Group taken as a whole.

8 save as Disclosed, Arriva not having discovered:

8.1 that any financial, business or other information concerning the wider
Tellings Golden Miller Group as contained in the information publicly disclosed
at any time by or on behalf of any member of the wider Tellings Golden Miller
Group, or disclosed at any time by or on behalf of any member of the wider
Tellings Golden Miller Group in writing in connection with the Offer to any
member of the wider Arriva Group or its agents or advisers, is misleading or
contains a material misrepresentation of fact or omits to state a fact necessary
to make the information contained therein not misleading in each case to an
extent which is material in the context of the wider Tellings Golden Miller
Group taken as a whole;

8.2 any information which materially affects the import of any such information 
as is mentioned in sub-paragraph 8.1;

8.3 that any member of the wider Tellings Golden Miller Group is subject to any 
liability, contingent or otherwise, which is or is reasonably likely to be
material in the context of the wider Tellings Golden Miller Group taken as a
whole; or

8.4 any circumstance exists whereby a person or class of persons would be likely 
to have any claim or claims against any past or present member of the wider 
Tellings Golden Miller Group which claim or claims would be likely to be 
material in the context of the wider Tellings Golden Miller Group taken as a
whole; and

9 save as Disclosed, Arriva not having discovered any of the following matters:

9.1 that there has been any release, emission, disposal, spillage or leak of any 
waste or hazardous substance or any substance likely to impair the environment 
or harm human health on or about or from any property or water now or previously 
owned, occupied, used or controlled by any past or present member of the wider 
Tellings Golden Miller Group (whether or not constituting a non-compliance by 
any person with any applicable law, statute, ordinance or any regulation, rule 
or other requirement of any Relevant Authority) and, in any such case, will or 
would be likely to give rise to any liability (whether actual or contingent) or 
cost on the part of any member of the wider Tellings Golden Miller Group which 
is or is reasonably likely to be material in the context of the wider Tellings 
Golden Miller Group taken as a whole; or

9.2 that any past or present member of the wider Tellings Golden Miller Group 
has committed any violation of any applicable laws, statutes or ordinances, or 
any regulations, rules, notices or other requirements of any Relevant Authority 
relating to the storage, disposal, discharge, spillage, leak or emission of any 
waste or hazardous or harmful substance or any substance likely to impair the 
environment or harm human health, or otherwise relating to environmental matters 
which is or is reasonably likely to be material in the context of the wider 
Tellings Golden Miller Group taken as a whole; or

9.3 that there is, or is likely to be, any obligation or liability (actual or 
contingent) on any member of the wider Tellings Golden Miller Group to make 
good, repair, reinstate or clean up any property or water now or previously
owned, occupied, operated or used or controlled by any past or present member of
the wider Tellings Golden Miller Group under any environmental legislation,
regulation, notice, circular, order or requirement of any Relevant Authority
which is or is reasonably likely to be material in the context of the wider
Tellings Golden Miller Group taken as a whole.

In the foregoing conditions the following definitions shall apply:

(i) "Disclosed" means either:

(a) expressly contained in Tellings Golden Miller's published report and 
accounts for the financial year ended 31 December 2006 or its announcement of 
its unaudited interim results for the six months ended 30 June 2007; or

(b) expressly disclosed in any other public announcement made by Tellings Golden 
Miller via an RIS in the period commencing on 31 December 2006 and ending on the 
Business Day immediately preceding the date of this announcement; or

(c) fairly disclosed in writing to Arriva by or on behalf of Tellings Golden 
Miller in connection with the Offer prior to the date of this announcement;

(ii) "Relevant Authority" means any government, government department or 
governmental, quasi-governmental, supranational, statutory or regulatory body, 
agency or authority, or any court, tribunal, institution, investigative body, 
association, trade agency or professional or environmental body or (without 
prejudice to the generality of the foregoing) any other person or body, in each 
case in any jurisdiction;

(iii) "Relevant Authorisation" means an authorisation, order, grant, 
recognition, confirmation, determination, consent, licence, clearance, 
permission, allowance or approval;

(iv) "Relevant Instrument" means any agreement, arrangement, licence, permit, 
lease or other instrument or obligation to which any member of the wider 
Tellings Golden Miller Group is a party or by or to which any such member or any 
of its assets is or may be bound, entitled or subject;

(v) "substantial interest" means, in relation to an undertaking, an interest, 
direct or indirect, in 20 per cent. or more of the voting rights exercisable in 
relation to the undertaking or in the capital or of any class of capital of such 
undertaking;

(vi) "wider Tellings Golden Miller Group" means together Tellings Golden Miller 
and all of its subsidiary undertakings, associated undertakings and any other 
undertakings in which Tellings Golden Miller and such undertakings (aggregating 
their interests) have a substantial interest; and

(vii) "wider Arriva Group" means together Arriva and all of its subsidiary 
undertakings, associated undertakings and any other undertakings in which Arriva 
and such undertakings (aggregating their interests) have a substantial interest.

Subject to the requirements of the Panel, Arriva reserves the right to waive all
or any of the above conditions in whole or in part, except the condition set out
in paragraph 1 above. Arriva shall be under no obligation to waive or treat as
satisfied any of the other conditions by a date earlier than the latest date
specified below for the satisfaction thereof (or, if no such date is specified,
the date when the Offer, if such be the case, shall become or be declared
unconditional in all respects) notwithstanding that the other conditions of the
Offer may, at an earlier date, have been waived or fulfilled and that there are,
at such earlier date, no circumstances indicating that any of such conditions
may not be capable of fulfilment.

The Offer will lapse unless the conditions set out above (other than the
condition set out in paragraph 1 above) are fulfilled or (if capable of waiver)
waived or, where appropriate, have been determined by Arriva to be or to remain
satisfied no later than midnight on the twenty first day after the later of the
first closing date of the Offer and the date on which the Offer becomes or is
declared unconditional as to acceptances, or such later date as the Panel may
agree.

If Arriva is required by the Panel to make an offer for Tellings Golden Miller
Shares under the provisions of Rule 9 of the City Code, Arriva may make such
alterations to any of the conditions (including, without limitation, the
condition set out in paragraph 1 above) or any of the terms of the Offer as are
necessary to comply with the provisions of that Rule.

Part B: Certain further details of the Offer

The Offer will be subject to the conditions as set out in this Appendix I and to
the full terms and conditions as will be set out in the Offer Document and, in
the case of Tellings Golden Miller Shares held in certificated form, the Form of
Acceptance.

The Offer will extend to any Tellings Golden Miller Shares which are
unconditionally allotted or issued while the Offer remains open for acceptance
(or such earlier date as Arriva may, subject to the City Code, decide), whether
pursuant to the Tellings Golden Miller Share Option Schemes or otherwise.

The Tellings Golden Miller Shares will be acquired pursuant to the Offer by
Arriva fully paid up and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and any other third party rights or
interests of whatsoever nature and together with all rights now or hereafter
attaching thereto, including voting rights and the right to receive and retain
all dividends or other distributions (if any) declared, paid or made by Tellings
Golden Miller on or after the date of this announcement.

Although it is not considered that the Acquisition will come within the
statutory provisions for reference to the Competition Commission, the Offer will
lapse if the Acquisition is referred to the Competition Commission in the United
Kingdom before 3.00 pm on the first closing date of the Offer or the time and
date on which the Offer becomes or is declared unconditional as to acceptances,
whichever is the later. If the Offer lapses, the Offer will cease to be capable
of further acceptance and accepting Tellings Golden Miller Shareholders and
Arriva will thereupon cease to be bound by any Form of Acceptance or electronic
acceptance submitted before the time when the Offer lapses.

Overseas Shareholders

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.

The provisions referred to in the previous three paragraphs may be waived,
varied or modified by Arriva in its sole discretion as regards specific Tellings
Golden Miller Shareholders or generally.


                                  APPENDIX II

                        BASES AND SOURCES OF INFORMATION

(a) Unless otherwise stated, the financial information relating to Tellings
Golden Miller has been extracted or derived, without material adjustment, from
the Tellings Golden Miller Annual Report and Accounts and the audited
consolidated financial statements for Tellings Golden Miller for the year ended
31 December 2006 or the unaudited Interim Results for the six month period
ending 30 June 2007.

(b) References to existing issued ordinary share capital are references to
Tellings Golden Miller Shares in issue on 19 December 2007 (being the last
practicable business date prior to the date of announcement), being 22,937,499
Tellings Golden Miller Shares.

(c) The maximum value placed by the Offer on the entire issued and to be issued 
ordinary share capital of Tellings Golden Miller, and other statements made in 
this announcement by reference to the issued ordinary share capital of Tellings 
Golden Miller, are based upon 22,937,499 Tellings Golden Miller Shares being in 
issue on 19 December 2007 and the 36,000 Tellings Golden Miller Shares that may 
be issued on exercise of, or pursuant to, options under the Tellings Golden 
Miller Group EMI Share Option Plan where the exercise price (if any) is below 
45 pence.

(d) Tellings Golden Miller Share prices have been derived from the Daily 
Official List of the London Stock Exchange and represent the Closing Price on
the relevant date.

(e) The Offer premium of 67.9 per cent. to the average Closing Price of 26.8
pence over the 12 month period prior to the date of this announcement, as stated
in this announcement, has been calculated using Closing Prices on each Business
Day over the relevant period.


                                  APPENDIX III

                            IRREVOCABLE UNDERTAKINGS

Arriva has received the following irrevocable undertakings to accept the Offer*:


Name of Directors / certain connected                 Number of     Per cent. of
person                                          Tellings Golden  existing issued
                                                  Miller Shares   ordinary share
                                                                         capital

S R Telling                                          10,595,352            46.19
J H Peddle                                            4,845,839            21.13
C A Telling (wife of S R Telling)                       790,698             3.45
S G Thomson                                              42,857             0.19
B J Taylor                                                5,000             0.02
                                                   ------------     ------------
                                          Total      16,279,746            70.97


These undertakings remain binding in the event of a competing offer being made
for the entire issued and to be issued ordinary share capital of Tellings Golden
Miller unless the Offer lapses or is withdrawn.

*This does not include the 18,000 options over Tellings Golden Miller Shares
granted to each of B J Taylor and R S Telling respectively under the Tellings
Golden Miller Group EMI Share Option Plan.


                                  APPENDIX IV
                                        
                                  DEFINITIONS

"acting in concert"  has the meaning given by the City Code;

"Acquisition"        the proposed acquisition by Arriva of Tellings Golden
                     Miller pursuant to the terms of the Offer;

"AIM"                the market of that name operated by the London Stock
                     Exchange;

"Arriva"             Arriva plc;

"Arriva Directors"   the directors of Arriva;

"Arriva Group"       Arriva and its subsidiary undertakings;

"Australia"          the Commonwealth of Australia, its states, territories and
                     possessions and all areas subject to its jurisdiction and
                     any political sub-division thereof;

"Board" or "Boards"  as the context requires, the board of directors of Tellings
                     Golden Miller, the board of directors of Arriva and the
                     terms "Tellings Golden Miller Board" and "Arriva Board"
                     shall be construed accordingly;

"Business Day"       a day, not being a public holiday, Saturday or Sunday, on
                     which clearing banks in the City of London are open for
                     normal business;

"Canada"             Canada, its provinces and territories and all areas subject
                     to its jurisdiction and any political sub-division thereof;

"CFA"                City Financial Associates Limited, financial adviser to
                     Tellings Golden Miller;

"City Code" or       the City Code on Takeovers and Mergers;
"Code"

"Closing Price"      the closing middle market quotation of a Tellings Golden
                     Miller Share on a particular day as derived from the Daily
                     Official List;

"Companies Act" or   the Companies Act 2006, as amended;
"Companies Act 2006"

"CREST"              the relevant system (as defined in the CREST Regulations)
                     in respect of which Euroclear UK & Ireland Limited is the
                     Operator (as defined in the CREST Regulations);

"CREST Regulations"  the Uncertificated Securities Regulations 2001 (SI 2001/
                     3755), as amended;

"Daily Official      the Daily Official List published by the London Stock
List"                Exchange;

"Form of Acceptance" the form of acceptance and authority relating to the Offer
                     which, in relation to Tellings Golden Miller Shares held in
                     certificated form, will accompany the Offer Document;

"in certificated     a share or other security title to which is recorded in the
form"                relevant register of the share or other security as being
                     held in certificated form and which is not in
                     uncertificated form (that is, not in CREST);

"in uncertificated   a share or other security title to which is recorded on the
form"                relevant register of the share or security concerned as
                     being held in uncertificated form, in CREST, and title to
                     which, by virtue of the CREST Regulations, may be
                     transferred by means of CREST;

"Japan"              Japan, its cities and prefectures, its possessions and
                     territories and all areas subject to its jurisdiction and
                     any political sub-division thereof;

"London Stock        London Stock Exchange plc, or its successor;
Exchange"

"Offer Document"     the formal offer document to be sent to Tellings Golden
                     Miller Shareholders containing and setting out the terms
                     and conditions of the Offer;

"Offer Price"        45 pence per Tellings Golden Miller Share;

"Offer"              the recommended cash offer to be made by Arriva to acquire
                     all of the Tellings Golden Miller Shares on the terms and
                     subject to the conditions to be set out in the Offer
                     Document and, in relation to Tellings Golden Miller Shares
                     held in certificated form, the Form of Acceptance
                     (including, where the context so requires, any subsequent
                     revision, variation, renewal or extension of such offer);

"overseas person"    any person who is not resident in the United Kingdom, or
                     who is a citizen, resident or national of a jurisdiction
                     outside the United Kingdom, or who is a nominee of, or
                     custodian or trustee for, any citizen(s), resident(s) or
                     national(s) of any country other than the United Kingdom;

"Overseas            a Tellings Golden Miller Shareholder who is an overseas
Shareholder"         person;

"Panel"              the Panel on Takeovers and Mergers;

"relevant            as defined by the City Code;
securities"

"Restricted          any jurisdiction where local law or regulations may result
Jurisdiction"        in a significant risk of civil, regulatory or criminal
                     exposure or prosecution if information concerning the Offer
                     is sent or made available to Tellings Golden Miller
                     Shareholders in that jurisdiction;

"Rothschild"         N M Rothschild & Sons Limited, financial adviser to Arriva;

"subsidiary",        shall be construed in accordance with the Companies Act
"subsidiary          1985;
undertaking",
"associated
undertaking" or
"undertaking"

"Tellings Golden     Tellings Golden Miller Group plc;
Miller"

"Tellings Golden     the 2,242,834 deferred shares of 7 pence each in the issued
Miller Deferred      share capital of Tellings Golden Miller;
Shares" or "Deferred
Shares"

"Tellings Golden     the directors of Tellings Golden Miller;
Miller Directors"

"Tellings Golden     Tellings Golden Miller and its subsidiary undertakings;
Miller Group" or
"the Group"

"Tellings Golden     the holders of options or awards under the Tellings Golden
Miller               Miller Share Option Schemes;
Optionholders"

"Tellings Golden     the rules of the Tellings Golden Miller Group EMI Share
Miller Share Option  Option Plan established in 2004, the Tellings Golden Miller
Schemes"             Group Company Share Option Plan established on 29 March
                     2004 and the Tellings Golden Miller Group Unapproved Share
                     Option Plan established in 2004;

"Tellings Golden     the holder(s) of Tellings Golden Miller Shares;
Miller Shareholder
(s)"

"Tellings Golden     the existing issued or unconditionally allotted and fully
Miller Shares"       paid (or credited as fully paid) ordinary shares of 7 pence
                     each in the capital of Tellings Golden Miller and any
                     further ordinary shares which are unconditionally allotted
                     or issued fully paid (or credited as fully paid) (including
                     pursuant to the exercise of options granted under the
                     Tellings Golden Miller Share Option Schemes) after the date
                     of this announcement and before the Offer ceases to be open
                     for acceptance (or, subject to the City Code or with the
                     consent of the Panel, by such other date as Arriva may
                     decide);

"United Kingdom" or  the United Kingdom of Great Britain and Northern Ireland
the "UK"             and its dependent territories; and

"United States of    the United States of America, its possessions and
America" or "United  territories, all areas subject to its jurisdiction or any
States"              political sub-division thereof, any state of the United
                     States of America and the District of Columbia.





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