RNS Number:9951O
Charco 1058 Limited
22 August 2003

22 August 2003

                             For immediate release

  This announcement is not for release, publication or distribution in or into
 Australia, Canada, Japan, South Africa, Ireland or the United States or in any
  other jurisdiction in which such an offer or solicitation would be unlawful



                             RECOMMENDED CASH OFFER



                                      for



                          HIGH-POINT RENDEL GROUP PLC

Summary of the Offer

The board of Charco (a company newly formed for the purpose of making the Offer)
and the Independent Directors of High-Point Rendel Group are pleased to announce
that they have reached agreement on the terms of a recommended cash Offer for
High-Point Rendel Group.

The Offer

*  The Offer is 4 pence in cash per share;

*  The Offer is unanimously recommended by the Independent
Directors who, having been so advised by Bridgewell, consider the terms of the
Offer to be fair and reasonable;

*  Irrevocable undertakings to accept the Offer representing 57.6
per cent. of the existing issued share capital have been received by Charco; and

*  Charco will be led by Sir Alan Cockshaw as Chairman.  Sir Alan
Cockshaw and Management will hold a significant interest in Charco.



Commenting on the Offer, Sir Alan Cockshaw, Chairman of Charco, said:

"I believe this solution immediately overcomes the current uncertainty in the
Company and will allow Management to focus solely on the development of its core
activities from a platform of sustainable financial stability."

Commenting on the Offer, Tony Palmer, Chairman and Independent Director of
High-Point Rendel Group, said:

"The Independent Directors have considered the options open to the Company,
including the issue of equity, but have concluded that the Offer is the only
practical way of raising sufficient working capital to secure the future of the
Company and allow High-Point Rendel Group Shareholders to realise their
investment."

This summary should be read in conjunction with the full text of the attached
announcement which forms an integral part of this document.

Enquiries:
Charco 1058 Limited                  Kelvin Hingley          Tel: 0207 654 0501
                                     Sir Alan Cockshaw       Tel: 0161 228 0558
Tenon Corporate Finance PLC          Ian Beswick             Tel: 0115 955 2000
High-Point Rendel Group plc          Tony Palmer             Tel: 0207 003 3113
Bridgewell Limited                   Paul Shackleton         Tel: 0207 003 3113

Tenon Corporate Finance PLC, a subsidiary of Tenon Group PLC, which is
authorised by the Financial Services Authority for investment business
activities, is acting for Charco as financial adviser in relation to the Offer
and is not acting for any other person in relation to the Offer. Tenon Corporate
Finance PLC will not be responsible to anyone other than Charco for providing
the protections afforded to its clients or for providing advice in relation to
the contents of this announcement or any transaction or arrangement referred to
herein.

Bridgewell, which is regulated in the United Kingdom by the Financial Services
Authority in respect of regulated activities, is acting for High-Point Rendel
Group and for no one else in connection with the Offer and will not be
responsible to anyone other than High-Point Rendel Group for providing the
protections afforded to customers of Bridgewell or for giving advice in relation
to the Offer.

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

The full text of the conditions and certain further terms of the Offer set out
in Appendix I form part of and should be read with this announcement.

Appendix II provides details of the basis calculations and sources of certain
information included in this announcement.

Appendix III contains definitions of the terms used in this announcement.

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, without limitation,
facsimile transmission, electronic mail, telex or telephone) of interstate or
foreign commerce of, or any facilities of a national securities exchange of,
Australia, Canada, Japan, South Africa, Ireland or the United States.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into or from Australia, Canada, Japan,
South Africa, Ireland or the United States, or in any other jurisdiction in
which such an offer or solicitation would be unlawful.


22 August 2003

                             For immediate release

  This announcement is not for release, publication or distribution in or into
 Australia, Canada, Japan, South Africa, Ireland or the United States or in any
  other jurisdiction in which such an offer or solicitation would be unlawful



                             RECOMMENDED CASH OFFER



                                       by



                          TENON CORPORATE FINANCE PLC



                                  on behalf of



                              CHARCO 1058 LIMITED



                                      for



                          HIGH-POINT RENDEL GROUP PLC

1.    Introduction

The board of Charco and the Independent Directors of High-Point Rendel Group are
pleased to announce that they have reached agreement on the terms of a
recommended cash offer of 4 pence for each High-Point Rendel Group Share, to be
made by Tenon on behalf of Charco, a company newly formed for the purpose of
making the Offer, to acquire the whole of the issued and to be issued ordinary
share capital of High-Point Rendel Group.

Upon the Offer becoming or being declared unconditional in all respects, Charco
will be owned by Kelvin Hingley and William Trendell (being the executive
directors of High-Point Rendel Group), John Bradley and Nigel Bell (being senior
managers of High-Point Rendel Group) together with Sir Alan Cockshaw, the
proposed new non-executive chairman of Charco, and Kella. Charco has been formed
specifically for the purpose of making the Offer. Kella, a newly formed company
wholly owned by ARIC, will own 65 per cent. of the equity share capital of
Charco.  Following the Offer being declared or becoming unconditional in all
respects, Kella has agreed to invest #2.1 million in cash in Charco by way of
share capital and loans. Further information on Charco, Kella and ARIC is
provided in paragraph 6 of this announcement.

In aggregate, Charco has received irrevocable undertakings to accept the Offer
in respect of a total of 15,808,173 High-Point Rendel Group Shares representing
approximately 57.6 per cent. of the current issued share capital of High-Point
Rendel Group.

Your attention is drawn to the conditions and further terms of the Offer set out
in Appendix I to this announcement.

2.    The Offer

Tenon will make a formal Offer on behalf of Charco, to acquire, on the terms and
subject to the conditions to be set out in the Offer Document and the Form of
Acceptance, the entire issued and to be issued ordinary share capital of
High-Point Rendel Group on the following basis:

          for each High-Point Rendel Group Share           4 pence in cash

The Offer will value the entire existing issued ordinary share capital of
High-Point Rendel Group at approximately #1.1 million.  In addition, Charco will
assume High-Point Rendel Group's net debt, which was approximately #6.0 million
as at 31 January 2003.

The Offer represents a discount of 20 per cent. to the Closing Price of 5 pence
on 21 August 2003 (being the last dealing day prior to this announcement) and a
discount of 85 per cent. to the Closing Price of 27 pence on 11 July 2002 (being
the last dealing day prior to the commencement of the Offer Period).

The High-Point Rendel Group Shares will be acquired by Charco fully-paid and
free from all liens, equitable interests, charges, encumbrances, pre-emption
rights and other third party interests and rights and together with all rights
now or hereafter attaching thereto, including the right to receive and retain
all dividends and other distributions (if any) declared, made or paid on or
after 23 August 2003.

The Offer will extend to any High-Point Rendel Group Shares which are
unconditionally allotted or issued fully-paid (or credited as fully-paid) prior
to the date on which the Offer closes (or such earlier date as Charco may,
subject to the City Code, determine being not earlier than the date on which the
Offer becomes or is declared unconditional as to acceptances or, if later, the
first closing date of the Offer) pursuant to the exercise of options under the
High-Point Rendel Group Share Schemes or otherwise.

The Offer will be subject to the conditions and certain further terms set out in
Appendix I to this announcement.

3.    Background to and reasons for the Offer

High-Point Rendel Group and its subsidiary undertakings form an international,
multi-disciplined group of companies specialising in business management and
engineering consulting.  The business activities of the Group are split into two
distinct divisions:  the Business and Management Consultancy division  ("BMS")
and the Capital Project Delivery division ("CPD").  BMS focuses on providing
value added strategic advice to clients on corporate and project investment
related matters, and CPD concentrates on project and construction management,
and the provision of technological solutions on maritime and infrastructure
projects.

In June 2000, the Company acquired Vantagepoint, which it was hoped would
strengthen the Company's BMS division in the UK.

In November 2000, the Company made an equity investment of USD1.0 million in
Sure Power Corporation, Inc. of the United States. In November 2001, High-Point
Rendel Group also formed a five year international joint venture with Sure Power
Corporation, Inc. to install ultra high availability power systems on a
worldwide basis.

The Company began to experience cash inflow difficulties at the onset of the
downturn in world markets that followed the tragic events of September 2001.
Negotiations to settle additional fee entitlements on certain long term
contracts were also adversely affected.  Although progress has now been made
with most of these, there is a substantial amount recoverable on a particular
contract which has been ongoing for over two years.  The executive directors
have indicated to the Board that they believe a satisfactory sum will be agreed
in settlement of this claim; however, the timing and quantum cannot yet be
determined with certainty. In the Company's statutory accounts for the financial
year ended 31 July 2002, an amount of #1.8 million was written off the balance
due to the Company in respect of certain contracts. The Bank initially lent the
Company #1.5 million in March 2002, pending the receipt of settlement of this
claim.  A further #1.4 million of overdraft was converted into a loan in
February 2003.

In January 2002 an approach was made to the directors of High-Point Rendel Group
by another company and take-over discussions were initiated.  This did not lead
to an offer for the Company.  The Board decided, however, that the Company
needed to be part of a larger group with a stronger balance sheet which would be
less affected by the irregular cash inflows associated with the business.  The
Board therefore sought other trade buyers, but again no offer was forthcoming.
On 21 May 2002 the Independent Directors decided that it was in the best
interests of the Company and its shareholders to allow Management to pursue an
offer for the Company.  On 12 July 2002 the Company announced that it was
exploring strategic initiatives which might or might not lead to an offer for
the Company being made. This triggered an offer period (as defined by the City
Code) and alerted the market to the willingness of the Independent Directors to
receive approaches from parties interested in making an offer for the Company.

During the first half of 2002 the Company's borrowings had continued to increase
and the Board resolved to implement a restructuring of the business, which was
also announced on 12 July 2002.  The Board determined that the performance of
the core consultancy business could no longer support certain long term
activities, and a complete restructuring of the non-fee earning cost base was
undertaken which involved the closure of the Group's Stamford office in the USA,
the termination of Vantagepoint's executive recruitment business in the UK, and
a reduction in the overheads associated with the Vantagepoint management
consultancy business and the Group's Hong Kong office. Neither the international
joint venture with Sure Power Corporation, Inc., nor the equity investment in
Sure Power Corporation, Inc. made by High-Point Rendel Group in November 2000
had led to value, and more importantly, a cash inflow for High-Point Rendel
Group.  As a result, discussions regarding the dissolution of the international
joint venture are underway.

The restructuring involved closure costs and it was anticipated that it would be
several months before the Company would experience the benefit in cash terms of
reduced overhead. Trading during the latter part of 2002 remained difficult and
in November 2002 the Company reached the limit of its overdraft with the Bank
and required further working capital.  The Board concluded that it would not be
possible to raise further equity and, as a result, the directors and certain
members of the Management and others made interest-free loans to the Company,
which are repayable to them upon settlement of the additional fee entitlements
in respect of certain contracts.

Unfortunately, working capital became more critical when banking facilities in
the Far East were withdrawn by a local bank in May 2003 and the Company was
unable to secure lease-financing to fund necessary routine capital expenditure.
The financial uncertainty has led to the loss of some staff, and both potential
and former customers have cited the situation as a reason for placing their
business with competitors.

The Company is now managing its creditors on a day-to-day basis in order to stay
within its banking facilities.

The Bank is unwilling to confirm either that its facilities to the Company will
be extended beyond 30 September 2003 or that there are circumstances in which it
would consider increasing or even maintaining the facilities at current levels
if the Offer does not succeed and no other initiative to raise sufficient
working capital is forthcoming.

The Company is considering the sale of certain assets and negotiations are
ongoing.  The Board is concerned that this may not raise sufficient capital and
thereby only postpone rather than solve the Company's working capital problem,
during which time further erosion of value may occur.

The Independent Directors have considered the options open to the Company,
including the issue of equity, but have concluded that the Offer is the only
practical way of raising sufficient working capital to secure the future of the
Company, and allow High-Point Rendel Group Shareholders to realise their
investment.

The Independent Directors believe that if the Offer lapses or is withdrawn the
Company may be unable to secure sufficient working capital to continue trading
and, as a result, the Company may be forced to seek the protection of an
administration order; this is likely to lead to a permanent impairment of
shareholder value and the Company's shares being immediately suspended from the
Official List of the UK Listing Authority. It is for this reason that the
Independent Directors are recommending that High-Point Rendel Group Shareholders
accept the Offer, notwithstanding the underlying trading of the business at
operating level before debt servicing costs and the possibility of contract
payments being recovered as referred to above.

The directors of Charco also point out that full acceptance of the Offer will:

*   put in place a solution which secures the future of
High-Point Rendel Group and removes the considerable uncertainty facing the
business and its employees; and

*   secure a financial restructuring for High-Point Rendel
Group's indebtedness which Management believe will ease the severe cash
constraints currently facing the business and provide a better platform to
support future growth.

4.    Information on High-Point Rendel Group

In High-Point Rendel Group's statutory accounts for the financial year ended 31
July 2002, High-Point Rendel Group reported an operating loss before exceptional
items and share of operating loss of joint venture of #0.8 million (year ended
31 July 2001: operating profit before exceptional items of #0.5 million) on
turnover of #25.2 million (year ended 31 July 2001: #26.8 million).  The audit
report highlighted matters of "fundamental uncertainty", concerning the recovery
of amounts owing from certain customers on contracts, and "going concern", given
significant uncertainty over the continuation of High-Point Rendel Group's
overdraft and loan facilities.

In High-Point Rendel Group's interim results for the six months ended 31 January
2003, turnover was #11.5 million (6 months ended 31 January 2002: #14.0
million), operating profit before exceptional items and share of operating loss
of joint venture was #152,000 (6 months ended 31 January 2002: #739,000) and the
reported loss before taxation was #115,000 (6 months ended 31 January 2002:
profit before taxation #670,000).  No interim dividend was recommended (6 months
ended 31 January 2002: #219,000).

In their independent review report to High-Point Rendel Group dated 30 April
2003, the auditors highlighted the same issues as in the statutory accounts for
the financial year ended 31 July 2002.

In the period from 1 February 2003 to 30 June 2003, the date of the latest
available management accounts, reported month end net debt has ranged between
#5.9 million and #6.3 million and the Company has been operating close to the
limit of its banking facilities throughout.

The Board commissioned an independent valuation of the Pension Scheme as at 1
March 2003. This revealed a Minimum Funding Requirement ("MFR") shortfall of
#3,980,000, which represents an MFR solvency of 82%. Negotiations are in
progress with the trustees of the Pension Scheme to agree an increased
contribution schedule by the Company to help eliminate this deficit. This
increased level of contribution is not yet reflected in High-Point Rendel
Group's reported results, and is likely to be material, although settlement of
the first payment could be delayed until not later than October 2004.
Discussions about restructuring the Pension Scheme to provide certainty to
pensioners, current and former employees and the Company are ongoing.

5.    Recommendation of the Independent Directors

The Independent Directors believe that if the Offer lapses or is withdrawn the
Company may be unable to secure sufficient working capital to continue trading
and, as a result, the Company may be forced to seek the protection of an
administration order; this is likely to lead to a permanent impairment of
shareholder value and the Company's shares being immediately suspended from the
Official List of the UK Listing Authority. It is for this reason that the
Independent Directors are recommending that High-Point Rendel Group Shareholders
accept the Offer, notwithstanding the underlying trading of the business at
operating level before debt servicing costs and the possibility of contract
payments being recovered as referred to above.

The Independent Directors of High-Point Rendel Group, who have been so advised
by Bridgewell, believe that the Offer is fair and reasonable and that High-Point
Rendel Group Shareholders should accept the Offer, as they have irrevocably
undertaken to do in respect of their own beneficial holdings of, in aggregate,
419,608 High-Point Rendel Group Shares, representing 1.5 per cent. of the
Company's issued share capital.  In providing advice to the Independent
Directors of High-Point Rendel Group, Bridgewell has taken account of the
commercial assessments of the Independent Directors.

6.    Information on Charco, Kella and ARIC

Kella and Charco, which will be its 65 per cent. owned subsidiary, are both
private limited companies incorporated on 29 July 2003 and 14 March 2003
respectively. Neither company has traded since incorporation and were formed for
the purpose of making the Offer.  Kella is registered in the British Virgin
Islands and Charco in England and Wales.

The principal source of finance for the Offer will be provided by ARIC.  ARIC
will own 100% of Kella, which has agreed to invest #2.1 million in cash in
Charco by way of share capital and loans.  ARIC, through Kella, will own 65 per
cent. of the equity share capital of Charco.

The ARIC appointed director on the board of Charco will be Mr Shekhar Shetty and
a further two directors may be appointed by ARIC in the future at its
discretion.  The other directors of Charco will be Kelvin Hingley, William
Trendell, Nigel Bell, John Bradley and Sir Alan Cockshaw.  The day to day
operations of the business of High-Point Rendel Group will be the responsibility
of Management.

ARIC is a mixed liability partnership registered in Saudi Arabia on 15 June 1981
under the name of Abdullah Rushaid Al-Rushaid & Son and operates under the trade
name of Al-Rushaid Investment Company. A mixed liability partnership consists of
at least one general partner who is liable for the debts of the partnership to
the full extent of his assets and at least one partner who is liable only to the
extent of his capital contribution. The partners of ARIC are Sheikh Abdullah
Al-Rushaid, the general partner of ARIC, with a 95 per cent. interest, and his
son Mr Rasheed A Al-Rushaid, a partner with a 5 per cent. interest.

The principal activities of ARIC and its subsidiaries are to invest in entities
engaged in industrial, manufacturing and service operations.  Additionally, ARIC
is engaged in the ownership and development of real estate and the import, trade
in and maintenance of equipment in the oil and drilling industry.

For the year ended 31 December 2002, assuming for illustrative purposes that the
financial information as originally denominated in Saudi Riyals is converted to
sterling based on the closing rate of exchange at 31 December 2002, ARIC
reported revenues on a consolidated basis of approximately #141 million (year
ended 31 December 2001: #143 million) and reported an operating profit of
approximately #14 million (2001: #10 million).  At 31 December 2002, ARIC
reported total partners' funds of approximately #33 million (2001: #32 million).


The partnership accounts of ARIC for the year ended 31 December 2002 were
prepared under the laws applicable to business entities operating in Saudi
Arabia and there is no requirement for the accounts to be delivered to the
Registrar of Companies in England and Wales or for the accounts to be prepared
in accordance with UK GAAP or the Companies Act.

The auditors gave an unqualified audit opinion to the partners of ARIC on the
2002 accounts under the law applicable to ARIC, but the scope of the audit may
be different in scope from the audit of an incorporated business in the United
Kingdom and should not be assumed to provide the same level of assurance.

In addition to ARIC, Sheikh Abdullah Al-Rushaid's business interests include a
substantial network of enterprises operating both in Saudi Arabia and
internationally in a diverse range of manufacturing and service related
activities including construction, engineering, manufacturing, trading, real
estate and technology.  These business interests include investments or joint
ventures with partners such as Foster Wheeler Corporation (USA), the Cleveland
Group of Companies Limited, Halliburton and AMEC.

High-Point Rendel Group is currently working on 5 projects in the normal course
of its business for companies in which either ARIC or Sheikh Abdullah Al-Rushaid
has a business interest, and going forward Management believe Charco's prospects
may benefit from access to a wider customer and contact base under ARIC's
ownership.

7.         Financing arrangements

Following the Offer being declared or becoming unconditional in all respects,
Kella has agreed to invest #2.1 million in cash in Charco by way of share
capital and loans.

Additionally, Management and Sir Alan Cockshaw have agreed, subject to the Offer
being declared or becoming unconditional in all respects, to subscribe
approximately #300,000 by way of cash subscription for new share capital in
Charco and Management will not seek repayment of existing loans to High-Point
Rendel Group totalling approximately #200,000 except in certain limited
circumstances.

ARIC has deposited #2.1 million, on behalf of Kella, in a joint escrow account
held by solicitors to ARIC and solicitors to Charco, to finance Kella's agreed
investment in Charco for the purposes of, inter alia, financing the Offer,
paying fees, expenses and other payments in connection with the Offer, and
providing working capital to High-Point Rendel Group.

     Contingent on the Offer being declared or becoming unconditional in all
respects, and on the basis of additional working capital headroom being provided
by ARIC, the Bank has agreed to continue to make working capital facilities
available to the Company.  Under the terms of this contingent agreement, the
Bank has the option to convert up to #2 million of its facilities into shares in
High-Point Rendel Group representing up to 17.5% of the equity if settlement of
certain amounts recoverable on contracts is not received, or otherwise
refinanced by High-Point Rendel Group, within 18 months of the Offer being
declared or becoming unconditional in all respects.

     Tenon is satisfied that the necessary financial resources are available to
Charco to satisfy the consideration payable as a result of full acceptance of
the Offer.

       8.  Arrangements with Management

Subject to the Offer becoming or being declared unconditional in all respects,
Management and Sir Alan Cockshaw have agreed to subscribe in cash for "B"
ordinary shares in Charco as follows:

(a)   Kelvin Hingley will hold, in aggregate, 211,050 "B" ordinary shares
in Charco, representing 12.25 per cent. of the issued share capital of Charco;

(b)   William Trendell will hold, in aggregate, 99,073 "B" ordinary shares
in Charco, representing 5.75 per cent. of the issued share capital of Charco;

(c)   John Bradley will hold, in aggregate, 51,677 "B" ordinary shares in
Charco, representing 3.00 per cent. of the issued share capital of Charco;

(d)   Nigel Bell will hold, in aggregate, 133,504 "B" ordinary shares in
Charco, representing 7.75 per cent. of the issued share capital of Charco; and

(e)   Sir Alan Cockshaw will hold, in aggregate, 107,696 "B" ordinary
shares in Charco, representing 6.25 per cent. of the issued share capital of
Charco.

Each of Management has agreed to the continuation of his existing service
contract with High-Point Rendel Group.  Subject to the Offer becoming or being
declared unconditional in all respects it is intended that these service
contracts will be terminated and new contracts of employment will be entered
into with Charco, the terms of which will not differ materially from their
existing contracts.

Bridgewell considers the terms of these arrangements between Charco and
Management to be fair and reasonable in the context of the Offer so far as other
High-Point Rendel Group Shareholders are concerned.

9.    Management and employees

The board of Charco has given assurances to the Independent Directors that, in
the event of the Offer becoming or being declared unconditional in all respects,
the existing employment rights, including pension rights, of all the employees
of High-Point Rendel Group will be fully safeguarded.  The board of Charco will,
following the Offer becoming or being declared unconditional in all respects,
assume full responsibility for the management of the business currently carried
on by the High-Point Rendel Group.

The Independent Directors will resign from the Board of High-Point Rendel Group
on the Offer becoming unconditional in all respects.

The Independent Directors will not serve out their notice periods and instead
will receive some of the arrears of fees owing to them under their contracts
plus the repayment of loans made to the Company.  Any remaining unpaid fees and
payments due to them in respect of their notice period are being waived by them.


10.  High-Point Rendel Group Share Schemes

The Offer is extended to any High-Point Rendel Group Shares which are
unconditionally allotted or issued whilst the Offer remains open for acceptance
(or by such earlier date as Charco may, subject to the City Code, determine,
such earlier date not (without the consent of the Panel) being earlier than the
date on which the Offer becomes or is declared unconditional as to acceptances
or, if later, the first closing date of the Offer) whether as a result of the
exercise of options granted under the High-Point Rendel Group Share Schemes or
otherwise.  All outstanding options granted under the High-Point Rendel Group
Share Schemes have an exercise price greater than the amount per High-Point
Rendel Group Share being offered in accordance with the Offer and, provided that
remains the case, the Independent Directors of High-Point Rendel Group do not
recommend High-Point Rendel Group Share Option Holders to exercise their options
with a view to accepting the Offer.  The Panel has agreed that no separate
proposal needs to be made to participants in the High-Point Rendel Group Share
Schemes.

11.  Compulsory acquisition, de-listing and re-registration as a private company

If the Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received and/or sufficient High-Point Rendel Group Shares are
otherwise acquired, Charco intends to apply the provisions of sections 428 to
430F (inclusive) of the Companies Act to acquire compulsorily any outstanding
High-Point Rendel Group Shares to which the Offer relates not acquired or agreed
to be acquired pursuant to the Offer or otherwise.

It is Charco's intention that, following the Offer becoming or being declared
unconditional in all respects, and subject to any applicable requirements of the
UK Listing Authority, Charco will re-register High-Point Rendel Group as a
private company and will procure that High-Point Rendel Group applies for
cancellation of the admission to trading in High-Point Rendel Group Shares on
the London Stock Exchange's market for listed securities and of the listing of
High-Point Rendel Group Shares on the Official List of the UK Listing Authority,
respectively.  Such cancellations will take effect no earlier than 20 business
days after the Offer becomes or is declared unconditional in all respects.
De-listing would significantly reduce the liquidity and marketability of any
High-Point Rendel Group Shares in respect of which acceptances of the Offer are
not submitted.

12.       General

The availability of the Offer to High-Point Rendel Group Shareholders who are
not resident in the UK may be affected by the laws of the relevant jurisdiction.
High-Point Rendel Group Shareholders who are not resident in the UK should
inform themselves about and observe any applicable requirements.

13. Documentation

The Offer will be on the terms and will be subject, inter alia, to the
conditions which are set out in Appendix I and those further terms which will be
set out in the Offer Document and Form of Acceptance, and such further terms as
may be required to comply with the rules and regulations of the London Stock
Exchange and the Code.  The bases of calculation and sources of information used
in this announcement are outlined in Appendix II. Appendix III contains
definitions of certain terms used in this announcement. The Offer Document and
the Form of Acceptance will be dispatched to High-Point Rendel Group
Shareholders and (for information only) to participants in the High-Point Rendel
Group Share Option Schemes as soon as is practicable, and in any event within 28
days of this announcement.

Enquiries:
Charco 1058 Limited                  Kelvin Hingley          Tel: 0207 654 0501
                                     Sir Alan Cockshaw       Tel: 0161 228 0558
Tenon Corporate Finance PLC          Ian Beswick             Tel: 0115 955 2000
High-Point Rendel Group plc          Tony Palmer             Tel: 0207 003 3113
Bridgewell Limited                   Paul Shackleton         Tel: 0207 003 3113

Tenon Corporate Finance PLC, a subsidiary of Tenon Group PLC, which is
authorised by the Financial Services Authority for investment business
activities, is acting for Charco as financial adviser in relation to the Offer
and is not acting for any other person in relation to the Offer. Tenon Corporate
Finance PLC will not be responsible to anyone other than Charco for providing
the protections afforded to its clients or for providing advice in relation to
the contents of this announcement or any transaction or arrangement referred to
herein.

Bridgewell, which is regulated in the United Kingdom by the Financial Services
Authority in respect of regulated activities, is acting for High-Point Rendel
Group and for no one else in connection with the Offer and will not be
responsible to anyone other than High-Point Rendel Group for providing the
protections afforded to customers of Bridgewell or for giving advice in relation
to the Offer.

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

The full text of the conditions and certain further terms of the Offer set out
in Appendix I form part of and should be read with this announcement.

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, without limitation,
facsimile transmission, electronic mail, telex or telephone) of interstate or
foreign commerce of, or any facilities of a national securities exchange of,
Australia, Canada, Japan, South Africa, Ireland or the United States.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into or from Australia, Canada, Japan,
South Africa, Ireland or the United States, or in any other jurisdiction in
which such an offer or solicitation would be unlawful.


                                   APPENDIX I



               Conditions and Certain Further Terms of the Offer



PART A: CONDITIONS OF THE OFFER

The Offer is subject to the following conditions:

(a)        valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 pm (London time) on 15 September 2003 (or such
later time(s) and/or date(s) as Charco may, subject to the rules of the City
Code, decide) in respect of not less than 90 per cent.. (or such lesser
percentage as Charco may decide) in nominal value of the  High-Point Rendel
Group Shares to which the Offer relates, provided that this condition will not
be satisfied unless Charco shall have acquired or agreed to acquire, whether
pursuant to the Offer or otherwise,  High-Point Rendel Group Shares carrying in
aggregate more than 50 per cent.. of the voting rights then normally exercisable
at a general meeting of High-Point Rendel Group, including for this purpose, to
the extent (if any) required by the Panel, any such voting rights attaching to
(or which would, if issued, attach to) High-Point Rendel Group Shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances whether pursuant to the exercise of any
outstanding conversion or subscription rights or otherwise and, for this
purpose, the expression "High-Point Rendel Group Shares to which the Offer
relates" shall be construed in accordance with sections 428 to 430F of the
Companies Act;

(b)        no government or governmental, quasi-governmental, supranational,
statutory or regulatory body, court, trade agency, association, authority
(including any national anti-trust or merger control authority), institution or
professional or environmental body or other person or body in any jurisdiction
(each a "Relevant Authority") having, prior to the date when the Offer becomes
or is declared otherwise unconditional in all respects, decided to take,
instituted, implemented or threatened any action, suit, proceeding,
investigation or enquiry, or enacted, made or proposed any statute or regulation
or order, or taken any other step which will or is reasonably likely to:

(i)         make the Offer or its implementation or the acquisition or proposed
acquisition of any or all of the  High-Point Rendel Group Shares or of control
or management of High-Point Rendel Group or any member of the Wider High-Point
Rendel Group by Charco void, illegal or unenforceable under the laws of any
jurisdiction or, directly or indirectly, materially restrain, prevent, prohibit,
restrict, delay or otherwise materially interfere in the implementation of, or
impose additional conditions or obligations with respect to, the Offer or the
acquisition or proposed acquisition of High-Point Rendel Group or the Wider
High-Point Rendel Group by Charco or its implementation or any acquisition of
any High-Point Rendel Group Shares by Charco;

(ii)        result, directly or indirectly, in a material delay or limitation in
the ability of Charco or any member of the Wider High-Point Rendel Group to
acquire or to hold or to exercise effectively, directly or indirectly, all or
any rights of ownership in respect of shares or other securities (or the
equivalent) in, or to exercise voting or management control over, any member of
the Wider High-Point Rendel Group;

(iii)        require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by Charco or by any member of the Wider
High-Point Rendel 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 their respective businesses or to own or control any of their respective
assets (including shares or other securities (or the equivalent) in High-Point
Rendel Group or any other member of the Wider High-Point Rendel Group) or
properties or any part thereof in each case in a manner or to an extent which is
material in the context of the Wider High-Point Rendel Group taken as a whole;

(iv)       require Charco or any member of the Wider High-Point Rendel Group to
acquire or to offer to acquire any shares or other securities (or the
equivalent) owned by any third party in any member of the Wider High-Point
Rendel Group (other than High-Point Rendel Group);

(v)        materially limit the ability of Charco or of any member of the Wider
High-Point Rendel Group to conduct or integrate or co-ordinate its business, or
any part of it, with the businesses or any part of the businesses of Charco or
of any member of the Wider High-Point Rendel Group;

(vi)       result in Charco or any member of the Wider High-Point Rendel Group
ceasing to be able to carry on business under any name which it presently does
so; or

(vii)       otherwise and adversely affect the business, assets, profits,
financial or trading position or prospects of any member of the Wider High-Point
Rendel Group in each case to an extent which is material in the contract of the
Wider High-Point Rendel Group taken as a whole,

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

(c)        all authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, certificates, permissions and approvals
("Authorisations") necessary for or in respect of the Offer or the acquisition
or proposed acquisition of any shares or other securities in, or control of,
High-Point Rendel Group or any other member of the Wider High-Point Rendel Group
by Charco or the carrying on by any member of the Wider High-Point Rendel Group
of its business having been obtained in terms and in a form reasonably
satisfactory to Charco from all Relevant Authorities and such Authorisations
together with all Authorisations necessary to carry on the business of each
member of the Wider High-Point Rendel Group remaining in full force and effect
and there being no intimation of any intention to revoke or not renew any of
them (in each case where the absence of such Authorisations might have a
material adverse effect on the Wider High-Point Rendel Group, taken as a whole)
and in relation thereto all necessary statutory or regulatory obligations in
connection with the Offer in any jurisdiction having been complied with;

(d)        since 31 July 2002, other than as disclosed in the annual report and
accounts of High-Point Rendel Group for the year then ended, or in High-Point
Rendel Group's interim report for the 6 months ended  31 January  2003, or as
otherwise publicly announced by High-Point Rendel Group (by the delivery of an
announcement to a Regulatory Information Service) prior to 22 August 2003 or as
otherwise fairly disclosed in writing to Charco by or on behalf of High-Point
Rendel Group prior to 22 August 2003:

(i)         no member of the Wider High-Point Rendel Group having declared, paid
or made or proposed the declaration, paying or making of, any dividend, bonus or
other distribution (whether payable in cash or otherwise) in respect of any of
its share capital other than distributions by any wholly-owned subsidiaries
within the Group;

(ii)        no member of the Wider High-Point Rendel Group having, save as
between High-Point Rendel Group and wholly-owned subsidiaries of High-Point
Rendel Group or between wholly-owned subsidiaries of High-Point Rendel Group
issued, or authorised or proposed the issue or grant of, additional shares of
any class or securities convertible into or rights, warrants or options to
subscribe for or acquire any such shares or convertible securities or redeemed,
repaid or reduced any part of its share capital;

(iii)        no member of the Wider High-Point Rendel Group having issued, or
proposed the issue of, or make any change in or to, any debentures or, save in
the ordinary course of business, incurred or increased any indebtedness or
liability (actual or contingent) of an aggregate amount which is material in the
context of the Wider High-Point Rendel Group taken as a whole;

(iv)       there having been no adverse change in the business, assets,
financial or trading position or profits or prospects of any member of the Wider
High-Point Rendel Group which in any such case is material in the context of the
Wider High-Point Rendel Group taken as a whole;

(v)        save for transactions between High-Point Rendel Group and a
wholly-owned subsidiary of High-Point Rendel Group, no member of the Wider
High-Point Rendel Group having merged with any body corporate or acquired or
disposed of or transferred, mortgaged or charged or created any security
interest over (in either case otherwise than in the ordinary course of trading)
any assets or any right, title or interest in any assets (including shares in
subsidiaries, associates and trade investments) or made any change in its share
or loan capital, or authorised or proposed or announced any intention to propose
any of the foregoing;

(vi)       no litigation or arbitration proceedings, prosecution or other legal
proceedings having been instituted or threatened or remaining outstanding
against or in respect of any member of the Wider High-Point Rendel Group in each
case to an extent which is material in the contract of the Wider High-Point
Rendel Group taken as a whole;

(vii)       no member of the Wider High-Point Rendel Group having entered into,
varied or authorised any material contract, transaction, arrangement or
commitment (whether in respect of capital expenditure or otherwise material)
which is not in the ordinary course of business or is of a long-term, onerous or
unusual nature or which involves or could involve an obligation of a nature or
magnitude which is material in the context of the Wider High-Point Rendel Group
taken as a whole;

(viii)      (save in the ordinary course of business) no member of the Wider
High-Point Rendel Group having mortgaged, charged, encumbered or created any
other security interest over the whole or any material part of the business,
property or assets of any such member;

(ix)       no member of the Wider High-Point Rendel Group having entered into or
varied the terms of any contract, agreement or arrangement with any of the
directors of High-Point Rendel Group or any senior executives of any member of
the Wider High-Point Rendel Group;

(x)        no member of the Wider High-Point Rendel Group having taken any
corporate action for its winding-up, dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver or similar
officer or had any such person appointed;

(xi)       no member of the Wider High-Point Rendel Group having proposed or
entered into any agreement, arrangement or commitment with respect to any of the
transactions or events referred to in this paragraph (d); and

(xii)       no member of the Wider High-Point Rendel Group having passed any
resolution in general meeting to sanction, approve, or implement any such issue,
merger, demerger, acquisition, disposal, change, transaction, contract or
commitment as is referred to in this paragraph (d);

(e)        except as fairly disclosed in writing to Charco prior to 22 August
2003, there being no provision of any arrangement, agreement, licence or other
instrument to which any member of the Wider High-Point Rendel 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 or any circumstance, which could or might reasonably be
expected to, as a consequence of the making of the Offer or the acquisition or
proposed acquisition by Charco of any shares or securities in, or control of,
High-Point Rendel Group or any other member of the Wider High-Point Rendel Group
or otherwise, result in (to an extent which is or would be material in the
context of the Wider High-Point Rendel Group taken as a whole):

(i)         any monies borrowed by, or other indebtedness or liabilities (actual
or contingent) of, or grant available to any such member being or becoming
repayable or being capable of being or becoming declared repayable immediately
or prior to their or its stated maturity or the ability of any such member to
incur any indebtedness being withdrawn or inhibited or becoming capable of being
withdrawn;

(ii)        the creation of any mortgage, charge or other security interest on
or in relation to the whole or any part of the business, property, assets or
interests of any such member or any such security (whenever arising or having
arisen) becoming enforceable;

(iii)        any such arrangement, agreement, licence or instrument, or the
rights, liabilities, obligations or interests of any member of the Wider
High-Point Rendel Group thereunder, being, or becoming capable of being,
terminated or adversely modified or affected or any adverse action being taken
or any onerous obligation arising thereunder;

(iv)       any material interest, assets or property of any such member being or
becoming liable to be disposed of or charged or ceasing to be available to any
such member or any right arising under which any such asset or interest could be
required to be disposed of or charged, or could cease to be available to any
member of the Wider High-Point Rendel Group otherwise than in the ordinary
course of business;

(v)        the interests or business of any such member in or with any other
venture, person, firm or body, or any arrangements relating to such interests or
business, being terminated, or adversely modified or affected;

(vi)       any such member ceasing to be able to carry on business under any
name under which it presently does so; or

(vii)       the respective financial or trading position or prospects or the
value of any such member being prejudiced or adversely affected,

and no event having occurred which, under any provision of any arrangement,
agreement, licence or other instrument to which any member of the Wider
High-Point Rendel Group is a party, or to which any such member or any of its
assets may be bound, entitled or subject, is reasonably likely to result in any
of the events or circumstances as are referred to in items (i) to (vii) of this
paragraph (e) (in any such case to an extent which is material in the context of
the Wider High-Point Rendel Group taken as a whole);

(f)         Charco not having discovered:

(i)         that any financial or business or other information concerning the
Wider High-Point Rendel Group as contained in the information disclosed publicly
by or on behalf of any member of the Wider High-Point Rendel Group (or any such
member's advisers) is misleading, contains a 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 High-Point Rendel Group taken as a whole and which has not been corrected,
by notification in writing to Charco prior, to the date hereof;

(ii)        that any member of the Wider High-Point Rendel Group is subject to
any liability, contingent or otherwise, which is not disclosed in the audited
consolidated financial statements of High-Point Rendel Group for the financial
year ended 31 July 2002 or in High-Point Rendel Group's interim report for the 6
months ended 31 January 2003 and which in any such case is material in the
context of the Wider High-Point Rendel Group taken as a whole;

(iii)        any information which adversely affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
High-Point Rendel Group to an extent which is material in the context of the
Wider High-Point Rendel Group taken as a whole.

(g)        Charco not having discovered:

            (i)         that save as fairly disclosed either publicly or to
Charco by or on behalf of High-Point Rendel Group prior to 22 August 2003 any
past or present member of the Wider High-Point Rendel Group has not complied
with any applicable legislation or regulations of any relevant jurisdiction with
regard to the use, treatment, handling, storage, transport, release, disposal,
discharge, spillage, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health, or otherwise
relating to environmental matters or the health and safety of any person, animal
or creature, or that there has otherwise been any such use, treatment, handling,
storage, transport, release, disposal, discharge, spillage, leak or emission
(whether or not this constituted a non-compliance by any person with any
legislation or regulations and wherever the same may have taken place) which, in
any case, would be likely to give rise to any liability (whether actual or
contingent, civil or criminal) or cost on the part of any member of the Wider
High-Point Rendel Group which in any case is material in the context of the
Wider High-Point Rendel Group taken as a whole;

            (ii)        that save as fairly disclosed either publicly or to
Charco by or on behalf of High-Point Rendel Group prior to 22 August 2003 there
is, or is likely to be, any liability, whether actual or contingent, to make
good, alter, improve, repair, reinstate, clean up or otherwise assume
responsibility for any property now or previously owned, occupied, made use of
or in respect of which a guarantee or other similar obligation has been assumed
by any past or present member of the Wider High-Point Rendel Group or any other
property or clean up any controlled waters or other pollution caused by its
occupation or control of any such property under any environmental legislation,
regulation, notice, circular, order or other lawful requirement of any relevant
authority or third party or otherwise which in any such case is material in the
context of the Wider High-Point Rendel Group taken as a whole; or

            (iii)       save as fairly disclosed either publicly or to Charco by
or on behalf of High-Point Rendel Group prior to 22 August 2003 that
circumstances exist whereby a person or class of persons would be likely to have
a claim in respect of any product or process of manufacture or materials used
therein now or previously manufactured, sold or carried out by any past or
present member of the Wider High-Point Rendel Group which is or would be
material in the context of the Wider High-Point Rendel Group taken as a whole.

Subject to the requirements of the Panel, Charco reserves the right at its
absolute discretion to waive all or any of conditions (b) to (g) inclusive, in
whole or in part.  Charco shall be under no obligation to waive or treat as
fulfilled any of conditions (b) to (g) inclusive by a date earlier than the date
specified below for the fulfilment thereof notwithstanding that the other
conditions of the Offer may, at such 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.

If Charco is required by the Panel to make an offer or offers for High-Point
Rendel Group Shares under the provisions of Rule 9 of the City Code, Charco may
make such alterations to the conditions, including that in paragraph (a), as may
be necessary to comply with the provisions of the Rule.

The Offer will lapse if, before 3.00pm (London time) on 15 September 2003 or the
date when the Offer becomes or is declared unconditional as to acceptances
(whichever is the later), the acquisition of High-Point Rendel Group is referred
to the Competition Commission.

If the Offer lapses, the Offer will cease to be capable of further acceptance
and the High-Point Rendel Group Shareholders accepting the Offer and Charco
shall thereupon cease to be bound by acceptances delivered on or before the date
on which the Offer so lapses.

The Offer is governed by English law and is subject to the exclusive
jurisdiction of the English courts.





PART B: CERTAIN FURTHER TERMS OF THE OFFER

The Offer will not be made, directly or indirectly, in or into Australia,
Canada, Japan, South Africa, Ireland or the United States, or by use of the
mails of, or by any means or instrumentality of interstate or foreign commerce
of, or any facilities of a national securities exchange of any of these
jurisdictions (such means or instrumentalities include, but are not limited to
facsimile transmission, electronic mail, telex, telephone and the internet).
Copies of this document, the Form of Acceptance and any related Offer document
(s) are not being, and must not be, mailed, transmitted or otherwise distributed
or sent in or into Australia, Canada, Japan, South Africa, Ireland or the United
States and persons receiving such documents (including custodians, nominees and
trustees) must not distribute or send them in, into or from such jurisdictions
as doing so may make invalid any purported acceptance of the Offer by persons in
any such jurisdiction.




                                  APPENDIX II



                    Calculations and Sources of Information



1.       General

Unless otherwise stated, financial information relating to High-Point Rendel
Group has been extracted from the Company's audited consolidated financial
statements for the three financial years ended 31 July 2002 and the unaudited
interim results for the six months ended 31 January 2003.

Unless otherwise stated, financial information relating to ARIC has been
extracted from ARIC's audited consolidated financial statements for the
financial year ended 31 December 2002.

2.       Share prices

The closing middle market prices of High-Point Rendel Group Shares have been
derived from the Daily Official List of the London Stock Exchange.

3.       Value of the Offer

References to the value of the Offer for the whole of the issued share capital
of High-Point Rendel Group are based on 27,424,912 High-Point Rendel Group
Shares currently in issue and 4 pence in cash for each High-Point Rendel Group
Share.

4.       Concert party holdings

The following persons are deemed to be acting in concert with Charco and as at
the close of business on 21 August 2003 (being the latest practicable date prior
to the publication of this announcement) were interested in the following
High-Point Rendel Group Shares:


Name                                                         Number of
                                               High-Point Rendel Group
                                                                Shares

Andrew Hingley                                                  24,509
Caroline Hingley                                                24,509
Judith Hingley                                                  49,201
Susan Trendell                                                  20,000
Nigel Bell                                                      39,215
Sir Alan Cockshaw                                               10,000




5.       Undertakings

Irrevocable undertakings to accept the Offer have been received from the
following persons in respect of the following holdings of High-Point Rendel
Group Shares:


                                                             Number of
                                                            High-Point
                                                                Rendel
                                                          Group Shares
Name

ISIS Asset Management PLC                                    3,098,023
Schroder Investment Management Limited                       1,935,635
M & G Investment Management Limited                          2,325,000
INVESCO Asset Management Limited                             2,044,800
Progressive Value Management Limited                         2,300,000
Robert Stubbs                                                  945,000
Andrew Proudfoot                                             1,125,000
Ian Reeves                                                   1,447,853
Lord Sheppard                                                  350,000
Tony Palmer                                                     69,608
Andrew Hingley                                                  24,509
Caroline Hingley                                                24,509
Judith Hingley                                                  49,021
Susan Trendell                                                  20,000
John Bradley                                                    39,215
Sir Alan Cockshaw                                               10,000

Total                                                       15,808,173






                                  APPENDIX III

                                  Definitions


The following definitions apply throughout this announcement, unless the context
requires otherwise:


"Act" or "Companies Act"             the Companies Act 1985, as amended


"ARIC"                               Al-Rushaid Investment Company, a mixed liability partnership
                                     registered in Saudi Arabia


"Australia"                          the Commonwealth of Australia, its states, territories and
                                     possessions


"Bank"                               Barclays Bank plc


"Bridgewell"                         Bridgewell Limited


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


"Charco" or "Offeror"                Charco 1058 Limited, incorporated in England and Wales with
                                     registered number 4698674


"City Code"                          the City Code on Takeovers and Mergers


"Closing Price"                      the middle-market quotation of a High-Point Rendel Group Share
                                     at the close of business on a particular trading day, as derived
                                     from the Daily Official List


"Daily Official List"                the Daily Official List of the London Stock Exchange


"directors of High-Point Rendel      the board of directors of High-Point Rendel Group
Group" or "Board"


"Form of Acceptance"                 the form of acceptance and authority for use in connection with
                                     the Offer


"Group"                              High-Point Rendel Group and its subsidiary undertakings


"High-Point Rendel Group" or "       High-Point Rendel Group plc, incorporated in England and Wales
Company"                             with registered number 979170


"High-Point Rendel Group Share       a participant in the High-Point Rendel Group Share Option Scheme
Option Holder"

"High-Point Rendel Group Share       the High-Point Rendel Group 1997 Group Executive Share Option
Schemes"                             Scheme and the High-Point Rendel Group 1997 Unapproved Executive
                                     Share Option Scheme


"High-Point Rendel Group             holders of High-Point Rendel Group Shares
Shareholders"



"High-Point Rendel Group Shares"     the existing unconditionally allotted or issued and fully paid
                                     ordinary shares of 1 pence each in the capital of High-Point
                                     Rendel Group and any further such shares which are
                                     unconditionally allotted or issued before the date on which the
                                     Offer closes (or such earlier date, not being earlier than the
                                     date on which the Offer becomes or is declared unconditional as
                                     to acceptances or, if later, the first closing date of the
                                     Offer, as Charco may, subject to the City Code, decide)


"Independent Directors"              Tony Palmer and Lord Sheppard, being those directors of
                                     High-Point Rendel Group who are independent in relation to the
                                     Offer


"Ireland"                            Republic of Ireland


"Japan"                              Japan, its cities and prefectures, territories and possessions


"Kella"                              Kella Investments Limited, incorporated in the British Virgin
                                     islands with registered number 554301


                                     London Stock Exchange plc

"London Stock Exchange"
"Management"                         Kelvin Hingley and William Trendell (being the executive
                                     directors of High-Point Rendel Group) and John Bradley and Nigel
                                     Bell (being senior managers of High-Point Rendel Group)


"Offer"                              the recommended offer being made by Tenon on behalf of Charco to
                                     acquire all the High-Point Rendel Group Shares to which the
                                     Offer relates on the terms and conditions set out in this
                                     document and the Form of Acceptance including, where the context
                                     so requires, any subsequent revision, variation, extension or
                                     renewal of such offer


"Offer Document"                     the offer document to be sent to High-Point Rendel Group
                                     Shareholders and, for information only, to High-Point Rendel
                                     Group Share Option Holders, and any subsequent revision,
                                     variation, extension or renewal thereof


"Offer Period"                       means the period beginning on 12 July 2002 and ending on the
                                     later of:



                                     *  3.00pm on 15 September 2003 (or, if later, 21 days after
                                     the posting of the Offer Document); and

                                     *  the earlier of the time the Offer becomes or is declared
                                     unconditional as to acceptances or lapses


"Official List"                      the Official List of the UK Listing Authority


"Panel"                              the Panel on Takeovers and Mergers


"Pension Scheme"                     High-Point Rendel Group Pension Plan


"Substantial interest"               means a direct or indirect interest in 20 per cent. or more of
                                     the equity voting capital of an undertaking


"Tenon"                              Tenon Corporate Finance PLC


"UK Listing Authority"               the Financial Services Authority in its capacity as the
                                     competent authority for the purpose of Part VI of the  Financial
                                     Services and Markets Act 2000, as amended from time to time


"United Kingdom" or "UK"             the United Kingdom of Great Britain and Northern Ireland

                                     and its dependent territories


"United States"                       the United States of America, its territories and possessions,
                                      any state of the United States of America and the District of
                                      Columbia, and all other areas subject to its jurisdiction and
                                      any political subdivision thereof


"Vantagepoint"                        Vantagepoint Consulting Limited


"Wider High-Point Rendel Group"       means High-Point Rendel Group and the subsidiaries and
                                      subsidiary undertakings of High-Point Rendel Group and
                                      associated undertakings (including any joint venture,
                                      partnership, firm or company in which any member of the
                                      High-Point Rendel Group is interested) or any undertaking in
                                      which High-Point Rendel Group and such undertakings
                                      (aggregating their interests) have a Substantial Interest.





In this announcement, all references to statutes or other forms of legislation
shall, unless otherwise stated, be to statutes or forms of legislation of the
United Kingdom.




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

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