Offer Rejection

RNS Number:2612S
BPP Holdings PLC
02 March 2007


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN

PRESS ANNOUNCEMENT

2 March 2007

BPP HOLDINGS PLC

INDICATIVE PROPOSAL FROM CARTER & CARTER GROUP PLC

The Board of BPP Holdings plc ("BPP") notes the announcement by Carter & Carter
Group plc ("Carter & Carter") earlier today regarding Schroder Investment
Management Limited's willingness to accept a possible offer from Carter & Carter
provided that such share and cash offer will be not less than 725 pence per
share (subject to Schroder continuing to hold those shares).

As announced on 1 March 2007, the Board has considered Carter & Carter's
non-binding proposal, for a consideration predominantly consisting of Carter &
Carter's shares based on a value of 725p per share, and rejected it on value
grounds.

BPP will be announcing its preliminary results for the year ending 31 December
2006 on 14 March 2007, which will outline the Company's prospects and growth
strategy. Following the preliminary results announcement, Carter & Carter has
been invited to meet BPP to explain its proposal in that context.

Enquiries:

Tulchan Communications                          020 7353 4200
Andrew Honnor
Miranda Acland
Stephen Malthouse



Hawkpoint Partners Limited and Dresdner Kleinwort, which are authorised and
regulated in the United Kingdom by the Financial Services Authority, are acting
exclusively for BPP and no-one else in connection with the proposal and will not
be responsible to anyone other than BPP for providing the protections afforded
to clients of Hawkpoint Partners Limited and Dresdner Kleinwort nor for
providing advice in relation to the proposal.

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of BPP , all "dealings" in any "relevant
securities" of that company (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acceptances, lapses or is otherwise withdrawn or on which the "offer period"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 BPP, 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 Code, all "dealings" in "relevant
securities" of BPP by the offeror or the Company, 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 Takeover 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 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.

The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities laws of any such jurisdiction. This announcement
does not constitute an offer or an invitation to purchase or subscribe for any
securities or a solicitation of an offer to buy any securities pursuant to this
announcement or otherwise in any jurisdiction in which such offer or
solicitation is unlawful.





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

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