Jerome Group PLC - Offer Partly Unconditional

RNS No 7276j
JEROME GROUP PLC
22nd October 1998

This announcement is not for release or distribution in or into the United
States, Canada, Australia or Japan.

RECOMMENDED OFFER BY COLLINS STEWART LIMITED

ON BEHALF OF

WORTHINGTON GROUP PLC ("Worthington")

FOR

JEROME GROUP PLC ("Jerome")

OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES

The Board of Worthington announces that at 3.00 pm on 22 October 1998 valid
acceptances of the Offer had been received in respect of 12,142,134 Jerome
Shares, representing 87.96 per cent. of the issued share capital of Jerome. In
addition, following announcement of the Offer, Worthington acquired 565,000
Jerome Shares, representing 4.09 per cent. of  the issued share capital of
Jerome.

Accordingly, as at 3.00pm on 22 October 1998, Worthington either holds or has
received valid acceptances in respect of a total of 12,707,134 Jerome Shares,
representing approximately 92.05 per cent. of the issued share capital of
Jerome. 

The Board of Worthington announces that the Offer has become unconditional as
to acceptances. It is expected that admission to the Official List of the New
Worthington Shares to be issued pursuant to acceptances received by 3.00 pm on
23 October 1998 will become effective on Tuesday 27 October 1998. The Offer
will remain open for acceptance until further notice. The Cash Alternative has
now been closed.

Prior to commencement of the offer period on 15 September 1998, Worthington
had received irrevocable undertakings to accept the Offer in respect of
5,872,134 Jerome Shares, representing 42.54 per cent. of the issued share
capital of Jerome. Since the Offer was announced, Worthington has received
further irrevocable undertakings to accept the Offer in respect of 636,003
Jerome Shares representing 4.61 per cent of the issued share capital of
Jerome. Acceptances received pursuant to these irrevocable undertakings are
included in the acceptance figures referred to above.

Save as disclosed above, on 14 September 1998, the day before the commencement
of the offer period, neither Worthington nor any person acting in concert with
Worthington (save for Joe Dwek who held 100 Jerome Shares) owned or controlled
any Jerome Shares (or rights over such shares) or has acquired or agreed to
acquire Jerome Shares (or rights over Jerome Shares) during the offer period
and no acceptances of the Offer have been received from any persons acting, or
deemed to be acting, in concert with Worthington.

Of the valid acceptances received, holders of 8,254,454 Jerome Shares
(representing approximately 59.8 per cent. of Jerome's issued share capital)
elected for the Cash Alternative. The Offer will remain open for acceptance
until further notice. The Cash Alternative has now closed.

The definitions used in the Offer document dated 1 October 1998 apply in this
press release, save where the context requires otherwise.

The Directors of Worthington accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
directors of Worthington (who have taken all reasonable care to ensure that
such is the case), such information is in accordance with the facts and does
not omit anything likely to affect the import of such information.

Collins Stewart, which is regulated by The Securities and Futures Authority
Limited, is acting for Worthington and no-one else in connection with the
Offer and will not be responsible to anyone other than Worthington for
providing the protections afforded to customers of Collins Stewart or for
providing advice in relation to the Offer

Enquiries:

Worthington Group plc       Henry Schuldenfrei       0181 459 9000
                            Joe Dwek                 01625 549081

Collins Stewart Ltd         Leigh Collins            0171 283 2265
                            Jane Bateson             0171 522 9977

Square Mile 
Communications Ltd          Susan Ellis              0171 583 4567

END

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