Offer Update

RNS Number:4862M
ING Bank N.V. London Branch
18 June 2003

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.



FOR IMMEDIATE RELEASE



18 JUNE 2003

                             RECOMMENDED CASH OFFER

                                       by

                                  ING BARINGS

                                  on behalf of

                               GONDOLAEXPRESS PLC

                                      for

                                PIZZAEXPRESS PLC

                      OFFER DECLARED WHOLLY UNCONDITIONAL

On 3 April 2003, GondolaExpress announced the terms of a recommended cash offer
for PizzaExpress.  The Offer was made by ING Barings on behalf of GondolaExpress
by means of an Offer Document published on 17 April 2003.  On 13 June 2003,
GondolaExpress declared the Offer unconditional as to acceptances.



The Board of GondolaExpress is pleased to announce that all conditions relating
to the Offer, as set out in the offer document dated 17 April 2003, have now
been satisfied or waived. Accordingly, GondolaExpress today declares the Offer
wholly unconditional.  The Offer remains open for acceptance until further
notice.



PizzaExpress Shareholders who have not yet accepted the Offer and who wish to
accept the Offer, should complete the Form of Acceptance (whether or not their
PizzaExpress Shares are held in CREST) enclosed with the Offer Document and
return it by post or by hand, together with supporting documents, as soon as
possible to the receiving agents to the Offer, Computershare Investor Services
PLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ or by hand
only (during normal business hours only) to Computershare Investor Services PLC,
7th Floor, Jupiter House, Triton Court, 14 Finsbury Square, London EC2A 1BR.
Shareholders who have any questions as to how to complete the Form of Acceptance
or who need to obtain a further Form of Acceptance should contact Computershare
Investor Services PLC by telephone on 0870 702 0100.



Delisting, compulsory acquisition and re-registration



GondolaExpress intends to procure that PizzaExpress applies to the UK Listing
Authority for the cancellation of the listing of PizzaExpress Shares on the
Official List and to the London Stock Exchange for the cancellation of the
admission to trading of the PizzaExpress Shares on the London Stock Exchange's
market for listed securities.  It is expected that these cancellations will take
place following the expiry of a notice period of 20 Business Days commencing on
the date of this announcement.  Accordingly, it is expected that such
cancellations will take effect on 16 July 2003 or as soon as is practicable
thereafter.



As stated in the Offer Document, as and when GondolaExpress receives acceptances
in respect of 90 per cent. or more of the PizzaExpress Shares to which the Offer
relates, GondolaExpress intends to exercise its rights to acquire compulsorily
any outstanding PizzaExpress Shares to which the Offer relates on the same terms
as the Offer by applying the provisions of sections 428 to 430F of the Act.



It is also proposed that, after the PizzaExpress Shares are delisted,
PizzaExpress will be re-registered as a private company under the relevant
provisions of the Companies Act.



Consideration



Consideration under the Offer will be despatched by 2 July 2003 to PizzaExpress
Shareholders who have, by today, provided valid acceptances under the Offer.
Consideration in respect of valid acceptances received after today will be
despatched to accepting PizzaExpress Shareholders within 14 days of receipt of
such acceptances.



Acceptances



The Board of GondolaExpress announces that, as at 1.30 p.m. today,
GondolaExpress had received valid acceptances of the Offer in respect of a total
of 54,862,606 PizzaExpress Shares, representing approximately 76.42 per cent. of
the Existing Issued Share Capital of PizzaExpress.



On 3 April 2003, GondolaExpress announced that it had received irrevocable
undertakings to accept the Offer from PizzaExpress Executive Directors and from
a PizzaExpress institutional Shareholder amounting, in aggregate, to 6,632,475
PizzaExpress Shares, representing approximately 9.24 per cent. of the Existing
Issued Share Capital of PizzaExpress. Valid acceptances have been received in
respect of all of these PizzaExpress Shares and these Shares are included in the
total above.



Immediately prior to the commencement of the Offer Period, GondolaExpress and
persons deemed to be acting in concert with GondolaExpress owned or controlled,
in aggregate, 36,700 PizzaExpress Shares, representing approximately 0.05 per
cent. of the Existing Issued Share Capital of PizzaExpress. Valid acceptances of
the Offer have been received by GondolaExpress in respect of these Shares and
they are included in the total above.  Save as disclosed herein, neither
GondolaExpress nor any of the directors of GondolaExpress nor (so far as
GondolaExpress is aware) any party deemed to be acting in concert with
GondolaExpress, owned or controlled any PizzaExpress Shares or had rights over
PizzaExpress Shares on 13 December 2002, (the last business day before the
commencement of the Offer Period) nor have they acquired or agreed to acquire
any PizzaExpress Shares or rights over PizzaExpress Shares during the Offer
Period.



Certain terms used in this announcement are defined in the Offer Document dated
17 April 2003.


Enquiries

TDR Capital                                          Tel:         [phone]

Manjit Dale

Stephen Robertson

Capricorn                                             Tel:         [phone]

Robbie Enthoven

Charles Luyckx

ING Barings                                           Tel:         [phone]

(Financial adviser and broker to GondolaExpress)

Tom Quigley

Simon Newton

Adam Fraser-Harris

Gavin Anderson & Co                                   Tel:         [phone]

(PR adviser to GondolaExpress)

Neil Bennett

Ken Cronin



ING Bank N.V., London branch, ("ING Barings"), which is regulated in the United
Kingdom by The Financial Services Authority, is acting exclusively for
GondolaExpress and no one else in connection with the Offer and will not be
responsible to anyone other than GondolaExpress for providing the protections
afforded to clients of ING Barings or for giving advice in relation to the Offer
or in relation to the contents of this announcement or any transaction or
arrangement referred to herein.



Neither the Offer nor the Loan Note Alternative is being made, directly or
indirectly, in or into the United States or by use of the mails, or by any means
or instrumentality (including, without limitation, facsimile transmission,
electronic mail, telex, telephone and internet) of United States inter-state or
foreign commerce, or any facility of a United States national securities
exchange nor is it being made in or into Canada, Australia or Japan.
Accordingly, copies of this announcement, the Offer Document, the Form of
Acceptance and any other document relating to the Offer are not being, and must
not be, mailed or otherwise distributed or sent in or into the United States,
Canada, Australia or Japan and persons receiving such documents (including,
without limitation, custodians, nominees and trustees) must not distribute,
forward, mail, transmit or send them in, into or from these jurisdictions as
doing so may render invalid any purported acceptance of the Offer by persons in
any such jurisdiction.



The Loan Notes which may be issued pursuant to the Loan Note Alternative have
not been, and will not be, registered under the Securities Act or under any
relevant laws of any state or other jurisdiction of the United States, nor have
the clearances been, nor will they be, obtained from the securities commission
or similar authority of any province or territory of Canada and no prospectus
has been, or will be, filed, or registration made, under any securities law of
any province or territory of Canada, nor has a prospectus in relation to the
Loan Notes has been, nor will one be, lodged with, or registered by, the
Australian Securities and Investments Commission, nor have any steps been taken,
nor will any steps be taken, to enable the Loan Notes to be offered in
compliance with applicable securities laws of Japan.  Accordingly, unless an
exemption under relevant securities laws is available, the Loan Notes may not be
offered, sold, re-sold or delivered, directly or indirectly, in, into or from
the United States, Canada, Australia or Japan or any other jurisdiction in which
an offer of Loan Notes would constitute a violation of relevant laws or require
registration of the Loan Notes, or to or for the account or benefit of any US
person or resident of Canada, Australia or Japan or any other such jurisdiction.



This announcement does not constitute an offer to sell or invitation to purchase
or subscribe for any securities pursuant to the Offer or otherwise.



The availability of the Offer and/or the Loan Note Alternative to PizzaExpress
Shareholders who are not resident in the United Kingdom may be affected by the
laws of their relevant jurisdictions.  PizzaExpress Shareholders who are not so
resident should inform themselves about and observe such applicable
requirements.


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

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