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PORTNARD LIMITED - Offer Update: Offer Declared Wholly Unconditional

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES AND ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION



20 February 2015

                             For immediate release

                            RECOMMENDED CASH OFFER

                                      FOR

                             BEALE PLC ("Beales")

                                      BY

               ENGLISH ROSE ENTERPRISES LIMITED ("English Rose")

                      OFFER UNCONDITIONAL IN ALL RESPECTS

Summary

On 19 January 2015, the boards of Beales and English Rose, a company controlled
by Andrew Perloff and his family trusts, announced that they had reached
agreement on the terms of a recommended cash offer to be made by English Rose
for the entire issued and to be issued share capital of Beales (the "Offer").
The full terms of, and conditions to, the Offer together with the procedures
for acceptance were set out in the Offer Document posted to Beales Shareholders
on 29 January 2015.

The Offer contained an acceptance condition of not less than 75 per cent. in
nominal value of the Beales Shares (or such lower percentage as English Rose
may decide). The English Rose Directors have decided to waive this condition,
to the extent permitted under the Code. Accordingly, the English Rose Directors
are pleased to announce that all of the other conditions to the Offer have now
been satisfied or waived. Accordingly, the Offer is unconditional in all
respects.

As English Rose is now interested in more than 50 per cent. of the issued
ordinary share capital of Beales, English Rose intends to procure that Beales
applies to the UK Listing Authority and to the London Stock Exchange for the
cancellation of the admission of the Beales Shares to listing on the Official
List and to trading on the London Stock Exchange's main market for listed
securities.

Following such cancellation, English Rose also intends to seek to procure,
subject to shareholder approval if necessary, that Beales re-registers from a
public limited company to a private limited company under the relevant
provisions of the Companies Act.

English Rose announces that the Offer, which remains subject to the terms and
conditions set out or referred to in the Offer Document, is being extended and
will remain open for acceptance until 1.00 p.m. (London time) on 12 March 2015.

English Rose encourages all Beales Shareholders who have not yet accepted the
Offer to do so as soon as possible and no later than 1.00 p.m. (London time) on
Thursday 12 March 2015.

Level of acceptances

As at 1.00 p.m. (London time) on 19 February 2015, valid acceptances of the
Offer had been received in respect of 12,978,740 Beales Shares (representing
approximately 63.23 per cent of the issued ordinary share capital of Beales),
which English Rose may count towards the satisfaction of the acceptance
condition to the Offer.

Prior to making the Offer, English Rose obtained irrevocable undertakings to
accept the Offer from the Concert Party in respect of 6,100,000 Beales Shares,
representing, in aggregate, approximately 29.72 per cent. of Beales' issued
ordinary share capital and irrevocable undertakings to accept the Offer from
certain other Beales Shareholders (including from the Beales Directors who hold
interests in Beales Shares) in respect of 839,140 Beales Shares, representing,
in aggregate, approximately 4.09 per cent. of the issued ordinary share capital
of Beales. As at 1.00 p.m. (London time) on 19 February 2015, valid acceptances
had been received in respect of all Beales Shares subject to irrevocable
undertakings.

The percentages of Beales Shares referred to in this announcement are based
upon a figure of 20,524,797 Beales Shares in issue at 1.00 p.m. (London time)
on 19 February 2015.

Procedure for acceptance of the Offer

Beales Shareholders who have not yet accepted the Offer are urged to do so
without delay and in accordance with the following:

●     To accept the Offer in respect of Beales Shares in certificated form
(that is, not in CREST), Beales Shareholders must complete the Form of
Acceptance in accordance with the instructions printed on it and in accordance
with paragraph 15.1 of the Letter from the Chairman of English Rose set out in
Part I of the Offer Document and return it (along with any appropriate share
certificate(s) and/or other document(s) of title) using the accompanying
reply-paid envelope (for use within the UK only) as soon as possible to Capita
Asset Services.

●      To accept the Offer in respect of Beales Shares in uncertificated form
(that is, in CREST), Beales Shareholders should follow the procedure for
electronic acceptance through CREST in accordance with the instructions set out
in paragraph 15.2 of the Letter from the Chairman of English Rose set out in
Part I of the Offer Document so that a TTE Instruction settles as soon as
possible.

A Beales Shareholder who has any questions about the Offer, or who is in any
doubt as to how to complete the Form of Acceptance or make an Electronic
Acceptance should contact Capita Asset Services on 0871 664 0321 from within
the UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the 0871
664 0321 number cost 10 pence per minute (including VAT) plus your service
provider's network extras. Calls to the helpline from outside the UK will be
charged at applicable international rates. Different charges may apply to calls
from mobile telephones and calls may be recorded and randomly monitored for
security and training purposes. Lines are open 9.00 a.m. to 5.30 p.m. (London
time) Monday to Friday. The helpline cannot provide advice on the merits of the
Offer nor give any financial, legal or tax advice.

Settlement of consideration

The consideration to which any Beales Shareholder is entitled under the Offer
will be settled (i) in the case of valid acceptances received by 1.00 p.m.
(London time) on 19 February 2015, on or before 5 March 2015; and (ii) in the
case of valid acceptances received after 1.00 p.m. (London time) on 19 February
2015, but while the Offer remains open for acceptance, within 14 days of such
receipt, in each case in the manner described in the Offer Document.

Compulsory acquisition, cancellation of trading and re-registration as a
private company

As set out in the Offer Document, given that the Offer has been declared
unconditional in all respects, English Rose intends, subject to any applicable
requirements of the Listing Rules, to procure that Beales makes an application
to the UK Listing Authority and to the London Stock Exchange for the
cancellation of the admission of the Beales Shares to listing on the Official
List and to trading on the London Stock Exchange on 20 business days' notice.
Subject to the cancellation of the listing of the Beales Shares, English Rose
also intends to seek to procure that Beales re-registers from a public limited
company to a private limited company under the relevant provisions of the
Companies Act.

The cancellation of the listing of the Beales Shares will significantly reduce
the liquidity and marketability of any Beales Shares in respect of which valid
acceptances of the Offer have not been submitted.

If English Rose receives acceptances of the Offer in respect of, and/or
otherwise acquires or contracts to acquire, 90 per cent. in nominal value of
the Beales Shares to which the Offer relates, English Rose intends to exercise
its rights pursuant to the provisions of Part 28 of the Companies Act, as
applicable, to acquire compulsorily any remaining Beales Shares to which the
Offer relates on the same terms as the Offer.

Further information

Save for the interests disclosed in this announcement and the valid acceptances
which have been received, as at 1.00 p.m. (London time) on 19 February 2015,
being the last practicable date prior to the date of this announcement, neither
English Rose nor any of the directors of English Rose nor (as far as English
Rose is aware) any person acting in concert with English Rose, is interested
in, or has any rights to subscribe for any relevant securities of Beales, or
has any short position (whether conditional or absolute and whether in the
money or otherwise), including any short position under a derivative or any
arrangement in relation to any relevant securities of Beales. For these
purposes, "arrangement" includes any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery of
any relevant securities of Beales and any borrowing or lending of any relevant
securities of Beales which have not been on-lent or sold and any outstanding
irrevocable commitment or letter of intent with respect to any relevant
securities of Beales.

Capitalised terms used in this announcement have the meanings ascribed to them
in the Offer Document dated 29 January 2015.

Hard copies of the Offer Document and the Form of Acceptance are available
(during normal business hours) by writing to Sanlam Securities UK Limited, 10
King William Street, London EC4N 7TW or request by telephone on +44 (0)20 7628
2200. If requested, copies will be provided within two Business Days of such
request.

In accordance with Rule 26.1 of the City Code, a copy of this announcement will
be made available, subject to certain restrictions relating to persons resident
in any Restricted Jurisdiction, on the websites of English Rose's parent at
www.portnard.com and Beales at www.beales.com until the end of the Offer. For
the avoidance of doubt, the contents of the websites referred to above are not
incorporated into and do not form part of this announcement.

English Rose Enterprises Limited

Andrew Perloff/Simon Peters Tel. no.: 01707 667 300

Sanlam Securities UK Limited (Financial adviser to English Rose)

David Worlidge/Simon Clements Tel. no.: 020 7628 2200

This announcement is for informational purposes only and is not intended to and
does not constitute or form part of any offer or invitation to sell or purchase
any securities or the solicitation of an offer to purchase, acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the Offer or
otherwise, nor shall there be any sale, issue or transfer of the securities
referred to in this announcement in or into any jurisdiction in contravention
of any applicable law. The Offer has been made solely by means of the Offer
Document (together with, in the case of Beales Shares in certificated form, the
Form of Acceptance), which contains the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Beales Shareholders should
carefully read the Offer Document (and, if they hold their Beales Shares in
certificated form, the Form of Acceptance) in its entirety before making a
decision with respect to the Offer.

Sanlam Securities, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for English Rose and
no-one else in relation to the Offer and will not be responsible to anyone
other than English Rose for providing the protections afforded to the customers
of Sanlam Securities or for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein, save as imposed by the Financial Services and Markets Act
2000 or the regulatory regime established thereunder.

To the extent permitted by applicable law, in accordance with, and to the
extent permitted by, the Code and normal UK market practice, English Rose or
its nominees or brokers (acting as agents) or their respective affiliates may
from time to time make certain purchases of, or arrangements to purchase,
Beales Shares, other than pursuant to the Offer, before or during the period in
which the Offer remains open for acceptance. These purchases may occur either
in the open market at prevailing prices or in private transactions at
negotiated prices. Such purchases, or arrangements to purchase, will comply
with all applicable UK rules, including the Code and the rules of the London
Stock Exchange to the extent applicable. In addition, in accordance with, and
to the extent permitted by, the Code and normal UK market practice, Sanlam
Securities and its affiliates may engage in purchasing activities consistent
with their respective normal and usual practice and applicable law. Any
information about such purchases will be disclosed on a next day basis to the
Panel and will be available from any Regulatory Information Service, including
the Regulatory News Service on the London Stock Exchange website,
www.londonstockexchange.com.

The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by the laws of those jurisdictions and therefore
persons into whose possession this announcement comes should inform themselves
about and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

The availability of the Offer to Beales Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located or of which they are citizens. Such persons should
inform themselves of, and observe, any applicable legal or regulatory
requirements of those jurisdictions.

The Offer is not intended to be made, directly or indirectly, in, into or from
any Restricted Jurisdiction and the Offer will not be capable of acceptance
from or within any Restricted Jurisdiction. Accordingly, copies of this
announcement are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction and persons receiving this announcement (including custodians,
nominees and trustees) must not mail or otherwise distribute or send it in,
into or from any Restricted Jurisdiction, as doing so may invalidate any
purported acceptance of the Offer. Further details in relation to overseas
Beales Shareholders are contained in the Offer Document.

This announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables in the Offer Document may vary slightly and figures shown as
totals in certain tables in the Offer Document may not be an arithmetic
aggregation of the figures that precede them.

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