Placing and Open Offer

RNS Number:9197P
Enneurope PLC
18 September 2003


                          Enneurope plc - Proposed Placing and Open Offer to raise #3 million

Enneurope, the AIM listed aggregates company with operations in Poland, is pleased to announce further details of its
proposed placing and open offer of #3 million (before expenses).

INTRODUCTION


On 9 September 2003, it was announced that Enneurope had entered into an agreement with Arlington and Ennstone which
will provide for Arlington to invest up to #3 million in Enneurope by way of a firm placing and underwriting of an open
offer of new Enneurope shares at a price of 15 pence per share.

THE PROPOSALS

Under the terms of the Proposals 8,333,334 New Enneurope Shares, equating to #1.25 million, will be placed firm with
Arlington. A further 11,666,666 New Enneurope Shares, equating to #1.75 million, are to be offered under the terms of a
fully underwritten open offer (on the basis of 1.462 Open Offer Shares for every Existing Enneurope Share held at the
Record Date) pursuant to which the shares have been placed with Arlington subject to clawback to satisfy valid
acceptances from Qualifying Shareholders.

Further details of the Proposals are set out in a circular which has been sent to Enneurope shareholders today.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS


                                                                                                 2003


Record Date for the Open Offer                                      Close of business on 11 September


Latest time and date for splitting of Application Forms                        3.00 p.m. on 9 October

(to satisfy bona fide market claims only)


Latest time and date for receipt of Forms of Proxy                           11.00 a.m. on 15 October


Latest time and date for receipt of completed                                 3.00 p.m. on 13 October
Application Forms and payment in full under the Open
Offer


Extraordinary General Meeting                                                11.00 a.m. on 17 October


Admission and dealings expected to commence in the New                                     20 October
Enneurope Shares on AIM


CREST member accounts expected to be credited                                              20 October


Despatch of definitive share certificates in respect of                                 by 27 October
the New Enneurope Shares


ISSUE STATISTICS


Issue Price per New Enneurope Share                                                               15 pence


Number of Existing Enneurope Shares                                                              7,980,000


Number of New Enneurope Shares to be issued pursuant to the Placing and Open Offer (of          20,000,000
which 8,333,334 have been placed firm and 11,666,666 have been conditionally placed,
subject to clawback)


Number of Ordinary Shares in issue upon completion of the Proposals                             27,980,000


Market capitalisation, upon completion of the Proposals, at the Issue Price                  #4.20 million


Gross proceeds of the Placing and Open Offer                                                 #3.00 million


Net proceeds of the Placing and Open Offer                                                   #2.53 million




BACKGROUND TO AND REASONS FOR THE PLACING AND OPEN OFFER

Enneurope was originally admitted to AIM on 21 December 2001 at which time it raised #750,000 in cash and set out its
strategy of building a regional construction materials business in North West Poland. On 16 April 2002, Enneurope
announced the acquisition of Pol-Rek sp.zo.o. and the trade and certain assets of Rofa Beton sp.zo.o., together with an
associated equity placing of #1.45 million.

On 26 September 2002, Enneurope entered into a share swap with NOIT which led to it acquiring 877,800 ordinary shares
in NOIT and 175,560 warrants of NOIT. Enneurope entered into this agreement on the basis that it hoped to generate
funding to contribute to its acquisition strategy. NOIT's share performance and liquidity was extremely disappointing
with the share price falling from an issue price of 100p at flotation to a Closing Price of 29p per NOIT share on 23
June 2003 (the dealing day prior to announcement of Enneurope's offers).

Accordingly, a decision was taken to approach the board of NOIT and attempt to structure a deal which would realise
greater value for Enneurope and other NOIT shareholders. Recommended offers for NOIT's ordinary share capital and
warrants were agreed and Enneurope posted its offer document on 5 July 2003. However, Enneurope was unable to declare
the offers unconditional as to acceptances and the offers lapsed on 3 September 2003.  On 9 September 2003 Enneurope
disposed of its holding of NOIT shares, which as at 30 September 2002 had a book value of
#611,000, at a price of 38 pence per share, raising #333,000 in cash providing additional working capital for the
Group.

INFORMATION ON ENNEUROPE

Enneurope was formed with the intention of acquiring underdeveloped aggregates businesses operating in the central
European markets.  On 31 July 2003, Enneurope further progressed its strategy with the acquisition of a concrete plant,
related assets and business from Euroinsbud sp.zo.o. at Strachacin, Stargard.  In addition, the Enneurope Board has
identified a number of further suitable acquisitions to deliver its strategy and is in discussions with a number of
potential targets.

The Company's strategy will continue to be one of consolidation in North West Poland to build a strong market share.
Enneurope has already made substantial investment in plant and equipment and is now well positioned to make further
bolt-on acquisitions.


Poland was chosen due to its ease of access to Germany and the potential economic benefits which might arise when
Poland is admitted to the EU.  Poland has voted to join the EU and admission is scheduled for 2004.  The Enneurope
Board believes that the proximity of Enneurope's business to Berlin, coupled with improved trading relationships with
Europe and increased spend on vital road infrastructure, should make western Poland very attractive in the future.

USE OF PROCEEDS

The Placing and Open Offer will raise #3 million (before expenses).  The proceeds will be applied towards working
capital and making further acquisitions in line with Enneurope's stated investment strategy.

CURRENT TRADING AND PROSPECTS OF ENNEUROPE

Current trading is in line with the Board's expectations.  The Company is continuing to pursue its strategy of gaining
a significant market share in North West Poland.  Enneurope will be well placed to take advantage of Poland's entry
into the EU in 2004, following the strong vote in favour of EU membership.

THE PLACING AND OPEN OFFER

As set out in the Circular posted to shareholders today, Qualifying Shareholders are invited to apply for Open Offer
Shares at the Issue Price. Your attention is drawn to the Circular and to the terms and conditions set out in the
Application Form.


Pursuant to the Subscription Agreement, Arlington has agreed to subscribe for 8,333,334 Placing Shares and, subject to
clawback to satisfy valid acceptances from Qualifying Shareholders under the Open Offer, for 11,666,666 Open Offer
Shares.

In order to provide Qualifying Shareholders with an opportunity to participate in the issue of new Ordinary Shares,
Altium Capital, on behalf of the Company, has agreed to make the Open Offer by inviting applications from Qualifying
Shareholders to subscribe for up to 11,666,666 New Enneurope Shares in aggregate (being the Open Offer Shares) at 15
pence per share.


If you do not wish to apply for Open Offer Shares, you should not complete or return the Application Form. You are
nevertheless requested to complete and return the Form of Proxy.

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying Shareholders'
entitlements under the Open Offer are not transferable unless to satisfy bona fide market claims and the Application
Form is not a document of title and cannot be traded. Qualifying Shareholders should be aware that Open Offer Shares
not applied for under the Open Offer will not be sold in the market or placed for the benefit of Qualifying
Shareholders who do not apply for them under the Open Offer, but will be allotted to Arlington pursuant to the
Subscription Agreement.

Further details of the Subscription Agreement are set out in paragraph 13.1(f) of Part VII of the Circular.

The attention of overseas Shareholders is drawn to paragraph 7 of the Circular.

THE OPEN OFFER

Altium Capital, as agent for the Company, invites Qualifying Shareholders to apply for, on and subject to the terms and
conditions set out in the Circular and in the Application Form, Open Offer Shares at 15 pence per Open Offer Share
payable in full in cash on application, free of all expenses and stamp duty on the following basis:


                              1.462 Open Offer Shares for every Existing Enneurope Share
                                                held at the Record Date

and so in proportion to their respective holding of Existing Enneurope Shares then held. Fractions of Open Offer Shares
will not be allotted and entitlements will be rounded down to the nearest whole number of Open Offer Shares. Subject to
the satisfaction of the conditions relating to the Open Offer, Qualifying Shareholders who apply for their basic
entitlement, or any lesser number, will (subject to fractions not being allotted) be allotted their valid applications
in full.

The Open Offer Shares will rank pari passu in all respects with the Existing Enneurope Shares. The allotment and issue
of the Open Offer Shares will be made on and subject to the terms and conditions set out in the Circular and in the
Application Form. Qualifying Shareholders will only be entitled to participate in the Open Offer in accordance with the
procedure set out in Part II of the Circular and in the Application Form.

CONDITIONS OF THE OPEN OFFER


The Open Offer is subject to the satisfaction of the following conditions which must be satisfied by not later than 20
October 2003 (or such later date as the Company and Altium Capital may agree but in any event not later than 27 October
2003):


                          (a)     the passing, at the Extraordinary General Meeting of the Company, of the
                                  resolutions numbered 1 and 2 set out in the notice of Extraordinary General
                                  Meeting;

                          (b)     the Subscription Agreement and the Open Offer Agreement having become
                                  unconditional in all respects (save only for any condition relating to
                                  Admission) and not having been terminated in accordance with their terms;
                                  and

                          (c)     Admission.

IRREVOCABLE UNDERTAKINGS

Ennstone and NOIT (who hold, in aggregate, 4,388,202 Existing Enneurope Shares, representing 54.99 per cent.
of the existing issued share capital of Enneurope) have irrevocably undertaken to vote in favour of the
Resolutions in respect of their entire holdings and also not to make any application to subscribe for their
entitlement of Open Offer Shares (being 6,415,499 Ordinary Shares in aggregate) under the Open Offer.
Subject to the conditions of the Placing and Open Offer being satisfied, those Open Offer Shares will be
subscribed for by Arlington.

EXTRAORDINARY GENERAL MEETING

In order to give effect to the Proposals, an Extraordinary General Meeting of the Company is being convened
for 11.00 a.m. on 17 October 2003 by means of the notice set out at the end of the Circular.

At the EGM, Shareholders will be asked to consider the Resolutions, which will be proposed as follows:


(a)      to approve the Waiver;

(b)      to increase the authorised share capital of the Company from #1,720,000 to #5,656,000 by the
         creation of 39,360,000 new Ordinary Shares and to authorise the Directors to allot relevant
         securities pursuant to section 80 of the Act in connection with the Proposals and for other
         purposes up to a maximum nominal amount of approximately #4,798,000; and

(c)      to disapply the statutory pre-emption rights contained in Section 89(1) of the Act in
         connection with the issue of further Ordinary Shares up to a maximum nominal amount of
         approximately #2,798,000, representing approximately 100 per cent. of the enlarged issued
         share capital of the Company.

In accordance with the requirements of the City Code, the voting on the resolution referred to in
paragraph (a) will be held on a poll.

Shareholders holding a total of 4,388,202 Existing Enneurope Shares, representing approximately 54.99
per cent. of the existing issued ordinary share capital of the Company, have irrevocably undertaken to
vote in favour of the Resolutions.

CONDITIONS OF THE PROPOSALS



The Proposals are conditional, inter alia, on the approval of Enneurope Shareholders and the waiver by the Panel on
Takeovers and Mergers of any obligation on Arlington to make a mandatory general offer for Enneurope shares under Rule
9 of the City Code.  The Waiver will not extend to any obligation which may be incurred by Ennstone upon exercise of
the put option arrangements by Arlington as described in paragraph 13.1(f) of Part VII of the Circular.  Accordingly,
if Ennstone acquired 30 per cent. or more of the voting rights in Enneurope it may be required to make a mandatory
offer for the outstanding shares not then owned by Ennstone. In addition to this, prior to 9 September 2004, Arlington
cannot dispose of any New Enneurope Shares issued to it under the Proposals other than by accepting a bid for Enneurope
or by exercising the put option upon a bid for Ennstone becoming or being declared unconditional in all respects.

The Circular setting out full details of the Proposals and seeking shareholder approval has been sent to Shareholders
today.


Enquiries


Enneurope plc                                                                            01332 694444
Vaughan McLeod

Altium Capital Limited                                                                  0161 831 9133
Phil Adams


This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe
for Enneurope Shares in any jurisdiction in which such offer, issue or solicitation is unlawful. Neither the Existing
Enneurope Shares nor the New Enneurope Shares have been, or will be, registered in the United States under the United
States Securities Act 1933, as amended, nor under the securities laws of any state of the United States, any province
or territory of Canada, Australia, Japan or the Republic of Ireland. Accordingly, subject to certain exceptions,
neither the Existing Enneurope Shares nor the New Enneurope Shares may be offered, sold, resold, delivered,
transferred, directly or indirectly in or onto the United States, Canada, Australia, Japan or the Republic of Ireland,
or for the account or the benefit of, any resident of Canada, Australia, Japan or the Republic of Ireland or any US
Person.

Altium Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is
acting exclusively for Enneurope as financial adviser (within the meaning of the Rules of the Financial Services
Authority) and no-one else in connection with the Proposals and is not advising any other person or treating any other
person as its client in relation thereto and will not be responsible to anyone other than Enneurope for providing the
protections afforded to clients of Altium Capital Limited or for providing advice in relation to the Proposals, the
contents of this announcement or any other matters referred to herein.


DEFINITIONS

The following words and expressions have the following meanings in this announcement, unless the context requires
otherwise.


"Act"                                                the Companies Act 1985, as amended


"Admission"                                          the admission of the New Enneurope Shares to trading
                                                     on AIM becoming effective in accordance with the AIM
                                                     Rules


"AIM"                                                the Alternative Investment Market of the London
                                                     Stock Exchange


"AIM Rules"                                          the rules for AIM companies and their nominated
                                                     advisers issued by the London Stock Exchange in
                                                     relation to AIM-traded securities


"Altium Capital"                                     Altium Capital Limited


"Application Form"                                   the application form accompanying the Circular on
                                                     which Qualifying Shareholders may apply for Open
                                                     Offer Shares under the Open Offer and which forms
                                                     part of the terms and conditions of the Open Offer


"Arlington"                                          Arlington Group plc


"Circular"                                           the document sent to Enneuorpe Shareholders today
                                                     setting out details of the Proposals and seeking
                                                     shareholder approval


"City Code"                                          the City Code on Takeovers and Mergers


"Closing Price"                                      the closing middle market quotation of a share as
                                                     derived from the Daily Official List


"Company" or "Enneurope"                             Enneurope plc


"Daily Official List"                                the daily official list of the London Stock Exchange


"Enneurope Board" or "Board"                         the board of directors of Enneurope


"Enneurope Directors" or "Directors"                 the directors of Enneurope


"Enneurope Shareholders" or "Shareholders"           registered holders of Existing Enneurope Shares


"Enneurope Shares" or "Ordinary Shares"              the ordinary shares of 10p each in the capital of
                                                     Enneurope


"Ennstone"                                           Ennstone plc


"Existing Enneurope Shares"                          the 7,980,000 Enneurope Shares in issue on the
                                                     Record Date


"Extraordinary General Meeting" or "EGM"             the extraordinary general meeting of the Company
                                                     convened for 11.00 a.m. on 17 October 2003 to
                                                     consider and, if thought fit, pass the Resolutions,
                                                     notice of which is set out at the end of this
                                                     document


"Form of Proxy"                                      the form of proxy accompanying the Circular for use
                                                     by Shareholders at the EGM


"Group"                                              Enneurope and its subsidiary undertakings


"Issue Price"                                        15 pence per New Enneurope Share


"London Stock Exchange"                              London Stock Exchange plc


"New Enneurope Shares"                               together the Placing Shares and the Open Offer
                                                     Shares


"NOIT"                                               New Opportunities Investment Trust PLC


"Open Offer"                                         the conditional offer by Altium Capital, on behalf
                                                     of the Company, to Qualifying Shareholders to
                                                     subscribe for the Open Offer Shares as set out in
                                                     the Circular and the Application Form


"Open Offer Shares"                                  the 11,666,666 new Ordinary Shares which are
                                                     conditionally placed with Arlington subject to
                                                     recall to satisfy valid acceptances from Qualifying
                                                     Shareholders under the Open Offer


"Open Offer Agreement"                               the open offer agreement dated 18 September 2003
                                                     between (1) Enneurope and (2) Altium Capital,
                                                     further details of which are set out in paragraph 13
                                                     (e) of Part VII of the Circular


"Panel"                                              the Panel on Takeovers and Mergers


"Placing Shares"                                     the 8,333,334 new Enneurope Shares to be placed firm
                                                     with Arlington pursuant to the Placing


"Placing"                                            the conditional placing of New Enneurope Shares
                                                     pursuant to the terms of the Subscription Agreement


"Proposals"                                          the Placing, the Open Offer and the Waiver


"Qualifying Shareholders"                            holders of Existing Enneurope Shares on the register
                                                     of members of the Company at the Record Date and
                                                     others with bona fide market claims, other than
                                                     certain overseas Shareholders as described in the
                                                     paragraph headed "Overseas Shareholders" in the
                                                     letter from Altium Capital in Part II of the
                                                     Circular


"Record Date"                                        the close of business on 11 September 2003


"Resolutions"                                        the resolutions set out in the notice of the
                                                     Extraordinary General Meeting, inter alia, to
                                                     approve the Placing, the Open Offer and the Waiver


"Subscription Agreement"                             the agreement dated 8 September 2003 between (1)
                                                     Arlington, (2) Enneurope and (3) Ennstone, further
                                                     details of which are set out in paragraph 13.1(f) of
                                                     Part VII of the Circular


"Waiver"                                             the waiver by the Panel on the terms set out in the
                                                     Circular of any obligation on Arlington that may
                                                     otherwise arise under Rule 9 of the City Code to
                                                     make a mandatory cash offer for the issued Ordinary
                                                     Shares not already owned by Arlington upon
                                                     completion of the Proposals




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