Offer Update

BAE SYSTEMS PLC
17 August 2004



 Not for release, publication or distribution, in whole or in part, in, into or
                        from Canada, Australia or Japan


                                                                  17 August 2004



RECOMMENDED CASH OFFER FOR ALVIS PLC BY GOLDMAN SACHS INTERNATIONAL ON BEHALF OF
                 BAE SYSTEMS PLC AND (IN THE UNITED STATES) BY
                                BAE SYSTEMS PLC


                      OFFER DECLARED WHOLLY UNCONDITIONAL



On 3 June 2004, the boards of BAE SYSTEMS plc ('BAE Systems') and Alvis plc ('
Alvis') announced the terms of a recommended cash offer for the entire issued
and to be issued share capital of Alvis, to be made by Goldman Sachs
International on behalf of BAE Systems outside the United States, and by BAE
Systems in the United States (the 'Offer').  BAE Systems posted the Offer
Document in relation to the Offer on 1 July 2004.

The board of BAE Systems is pleased to announce that the Swiss competition
authority unconditionally approved the acquisition today. The European
Commission unconditionally approved BAE Systems' acquisition of Alvis on 10
August 2004, and on 12 August 2004 the South African authority unconditionally
approved BAE Systems' acquisition of Alvis.

As described in the Offer Document dated 1 July 2004, now that the regulatory
conditions are satisfied, and BAE Systems holds or has agreed to acquire Alvis
Shares representing more than 50 per cent. of the issued share capital of Alvis,
BAE Systems has waived the 90 per cent. acceptance threshold and is treating the
acceptance condition as satisfied.  As such, all of the conditions of the Offer
as set out in the offer document have now been satisfied or waived and,
accordingly, the Offer is now declared wholly unconditional. The Offer,
including the Loan Note Alternative, remains open for acceptance until further
notice.

Level of Acceptances and Shares owned or controlled by BAE Systems

The board of BAE Systems also announces that at 3.00 p.m. (London time) on 17
August 2004, BAE Systems had received valid acceptances of the Offer in respect
of a total of 50,450,989 Alvis Shares, representing approximately 45.4 per cent.
of the issued ordinary share capital of Alvis.

Prior to the commencement of the Offer Period, BAE Systems owned 31,882,534
Alvis Shares, representing approximately 28.7 per cent. of the issued share
capital of Alvis.  BAE Systems has not acquired any further Alvis Shares during
the Offer Period.

Accordingly, BAE Systems now owns or controls, or has received valid acceptances
of the Offer, in respect of a total of 82,333,523 Alvis Shares, representing
approximately 74.1 per cent. of the issued ordinary share capital of Alvis.  In
addition, BAE Systems also holds irrevocable undertakings to accept the Offer in
respect of 10,298,861 Alvis Shares, representing approximately 9.3 per cent. of
the issued share capital of Alvis.

Consideration and Acceptance of the Offer

Consideration under the Offer will be despatched (in the manner set out in the
Offer Document) by 31 August 2004 to those Alvis Shareholders in respect of whom
valid acceptances have already been received. Consideration in respect of valid
acceptances of the Offer received from today onwards will be despatched to
accepting Alvis Shareholders within 14 days of such receipt.

Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance, so as to be received as soon as possible.  If Alvis Shares are
held in CREST, acceptance should be made electronically so that the TTE
instruction settles as soon as possible.

Compulsory Acquisition and De-listing

As described in the Offer Document, as and when BAE Systems receives acceptances
in respect of 90 per cent. or more of the Alvis Shares, BAE Systems intends to
exercise its rights pursuant to the provisions of Section 428 to 430F
(inclusive) of the Companies Act to acquire compulsorily the remaining Alvis
Shares to which the Offer relates.

BAE Systems intends to procure that Alvis applies to the UK Listing Authority
for the cancellation of the listing of Alvis Shares on the Official List and to
the London Stock Exchange for the cancellation of trading of Alvis Shares on the
London Stock Exchange's market for listed securities to take effect no earlier
than twenty business days from the date of this announcement and anticipated to
take effect from 16 September 2004.

It is anticipated that after the Alvis Shares are de-listed, Alvis will be
re-registered as a private company under the relevant provisions of the
Companies Act.

The Offer remains subject to the terms and conditions set out in the Offer
Document.

Words and expressions defined in the Offer Document shall have the same meaning
when used in this announcement.

Enquiries

BAE Systems
Andy Wrathall (Investor relations)          Tel:      [phone]
Richard Coltart (Press relations)           Tel:      [phone]

Goldman Sachs International
(Financial adviser to BAE Systems)          Tel:      [phone]
Simon Dingemans

Goldman Sachs International is acting as financial adviser to BAE Systems in
connection with the Offer and no one else and will not be responsible to anyone
other than BAE Systems for providing the protections afforded to customers of
Goldman Sachs International nor for providing advice in relation to the Offer.

Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by the
Financial Services Authority, is acting as broker to BAE Systems in connection
with the Offer and no one else and will not be responsible to anyone other than
BAE Systems for providing the protections afforded to customers of Dresdner
Kleinwort Wasserstein Limited nor for providing advice in relation to the Offer.

This announcement does not constitute an offer to sell or the solicitation of an
offer to purchase or subscribe for any securities.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.

The Offer is not being made, and will not be made, directly or indirectly, in or
into Canada, Australia or Japan and will not be capable of acceptance from
Canada, Australia or Japan.  Accordingly copies of the Offer Document and form
of acceptance and any documents relating to the Offer are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in, into or from
Canada, Australia or Japan.  Persons receiving such documents (including without
limitation, nominees, trustees and custodians) should observe those restrictions
and should not mail or otherwise forward, distribute or send such documents in,
into or from Canada, Australia or Japan.  Doing so may invalidate any related
purported acceptance of the Offer.

The Offer is open to the US shareholders of Alvis.  The Offer in the United
States is being made directly by BAE Systems and not by Goldman Sachs
International.

The Offer is being made for the securities of a non-US company.  The Offer is
being made in accordance with the requirements of the Code and will be subject
to disclosure and procedural requirements that are different from those under
United States law.  Financial statements included in the Offer Document are
prepared in accordance with non-US accounting standards that may not be
comparable to those used to prepare the financial statements of US companies.

END


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