Offer for EMH plc

Inchcape PLC
15 December 2006


For immediate release


15 December 2006


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



                             RECOMMENDED CASH OFFER


                                      for


                      EUROPEAN MOTOR HOLDINGS plc ('EMH')


                                       by


                           INCHCAPE plc ('Inchcape')


Summary


• The boards of Inchcape and EMH are pleased to announce that they have
reached agreement on the terms of a recommended cash offer by Inchcape of 480
pence per share for the whole of the issued and to be issued share capital of
EMH.


• The Offer of 480 pence per share represents a premium of 18.5 per
cent. to 405 pence per share, the closing price of an EMH Share on 4 December
2006, the day before EMH confirmed that it was in discussions with interested
parties in relation to a possible offer for the company.


• The Offer of 480 pence per EMH Share values the existing issued share
capital of EMH at approximately £262.9 million.


• The directors of EMH have irrevocably undertaken to accept, or use
their reasonable endeavours to procure the acceptance of, the Offer in respect
of their own beneficial holdings of EMH Shares.


• Inchcape has received irrevocable undertakings to accept the Offer
from certain other shareholders in respect of 13,613,563 EMH Shares,
representing approximately 24.9 per cent. of the existing issued share capital
of EMH. Inchcape has also received an undertaking to use best endeavours to
procure the sale to Inchcape of 8,555,097 EMH Shares, representing approximately
15.6 per cent. of the issued share capital.


• EMH focuses on a number of Inchcape's core brands and its dealerships
are geographically well positioned in relation to Inchcape's existing market
areas in the UK.


• The acquisition of EMH is consistent with Inchcape's overall strategy
of expanding and strengthening its retail business in its core markets and,
specifically, of building scale relationships with brand partners in the UK.


• The acquisition will enhance Inchcape's position in the premium brands
sector of the UK automotive retail market.


• Following the acquisition, Inchcape will undertake a review of the
Enlarged Group's UK dealership portfolio, with the intention of streamlining it
such that it focuses on growth with its core brand partners.


• It is expected that this streamlining will create opportunities to
achieve efficiencies and economies of scale, in line with Inchcape's margin
enhancement objectives.


• The directors of Inchcape expect that the Offer will be earnings
enhancing (before any one-off costs and amortisation of intangible assets) for
Inchcape in the financial year to 31 December 2007* and meet Inchcape's internal
rate of return criteria for investments in developed markets.


* This statement is not intended to constitute a profit forecast for the
financial year ending 31 December 2007 or for any other period. In addition,
this statement should not be interpreted to mean that earnings per share (before
any one-off costs and amortisation of intangible assets) will necessarily be
greater than those for the relevant preceding financial period.


Commenting on the transaction, Roger Smith, Chairman of EMH, said:


'As a result of the strategic review that we announced on 18 October we have
examined a number of options for the company. We believe that the sale of EMH to
Inchcape represents the best value for our shareholders and we are delighted to
recommend the deal.'


Andre Lacroix, Group Chief Executive of Inchcape, said:


'We are delighted to have reached agreement on this acquisition and we look
forward to welcoming EMH into the Inchcape Group.


'The acquisition of EMH represents an excellent strategic fit.  It allows us to
take a major step forward in our strategy and creates a unique force in the UK
automotive retail market.  It significantly expands our presence in the North of
England and in the premium brand sector, which is the most profitable and
fastest growing part of the UK market.


'Looking forward, it creates a platform from which to deliver growth and
improved returns, based on fewer, larger scale and stronger relationships with
our core brand partners.  The end result will be an ability to deliver superior
performance both for our brand partners and our retail customers.'


This summary should be read in conjunction with the full text of the following
announcement and its appendices.


Notes to editors


Inchcape


Inchcape is a leading international automotive distributor and retailer, with
scale operations in Australia, Belgium, Greece, Hong Kong, Singapore and the
UK.  The Inchcape Group also has operations in a number of other markets,
including Eastern Europe, the Baltics, Russia and South America.  In addition to
growing its core businesses, Inchcape is looking to develop scale operations in
new and emerging regions.  It represents leading automotive brands and operates
either a retail or a vertically integrated retail (i.e. exclusive distribution
and retail) model, depending on the market.  Inchcape's current key manufacturer
partners are Toyota/Lexus, Subaru, BMW, Mazda, Mercedes-Benz, PAG, Volkswagen,
Audi and Honda.


Inchcape is quoted on the London Stock Exchange and its current market
capitalisation is approximately £2.4 billion.



Enquiries

Inchcape                                                        Tel:[phone]
Andre Lacroix, Group Chief Executive
Barbara Richmond, Group Finance Director

Dresdner Kleinwort (Financial adviser and corporate broker to   Tel:[phone]
Inchcape)                                                                 
Rosalind Hedley-Miller
Charles Batten
Christopher Baird

Hogarth Partnership (PR adviser to Inchcape)                    Tel:[phone]
John Olsen
Rachel Hirst
Barnaby Fry

EMH                                                             Tel: [phone]
Roger Smith, Chairman
Richard Palmer, Chief Executive

Goldman Sachs (Financial adviser to EMH)                        Tel:[phone]
Richard Campbell-Breeden                                                                          
Daniel Yealland

Investec (Joint Broker to EMH)                                  Tel:[phone]
Keith Anderson

Brewin Dolphin (Joint Broker to EMH)                            Tel:[phone]
Graeme Summers

Biddick Associates (PR adviser to EMH)                          Tel:[phone]
Zoe Biddick


Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Inchcape and for no one else in relation to
the Offer and will not be responsible to anyone other than Inchcape for
providing the protections afforded to customers of Dresdner Kleinwort Limited or
for providing advice in relation to the Offer or any matter referred to in this
announcement.


Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as financial adviser to
EMH and for no one else in relation to the Offer and will not be responsible to
anyone other than EMH for providing the protections afforded to customers of
Goldman Sachs International or for providing advice in relation to the Offer or
any matter referred to in this announcement.


Investec Bank (UK) Limited, which is authorised and regulated by the Financial
Services Authority, is acting for EMH and for no one else in relation to the
Offer and will not be responsible to anyone other than EMH for providing the
protections afforded to customers of Investec Bank (UK) Limited or for providing
advice in relation to the Offer or any matter referred to in this announcement.


Brewin Dolphin Securities Limited, which is authorised and regulated by the
Financial Services Authority, is acting for EMH and for no one else in relation
to the Offer and will not be responsible to anyone other than EMH for providing
the protections afforded to customers of Brewin Dolphin Securities Limited or
for providing advice in relation to the Offer or any matter referred to in this
announcement.


This announcement is not an offer to sell or an invitation to purchase any
securities or the solicitation of any vote or approval in any jurisdiction. The
Offer will be made solely by means of the Offer Document and, in the case of
certificated EMH Shares, the acceptance forms accompanying the Offer Document,
which will contain the full terms and conditions of the Offer including details
of how it may be accepted. EMH shareholders are advised to read carefully the
formal documentation in relation to the Offer once it has been despatched.


Unless otherwise determined by Inchcape, the Offer will not be made, directly or
indirectly, in or into or by the use of the mails of, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or through any facilities
of a national securities exchange of, the United States, Canada, Australia or
Japan or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction, and the Offer, when made, should not be
accepted by any such use, means, instrumentality or facilities or from or within
the United States, Canada, Australia or Japan or any such other jurisdiction.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or Japan and all persons receiving this announcement
(including nominees, trustees and custodians) must not mail or otherwise
forward, distribute or send it in, into or from the United States, Canada,
Australia or Japan. Doing so may render invalid any purported acceptance of the
Offer.  Notwithstanding the foregoing, Inchcape will retain the right to permit
the Offer to be accepted and any sale of securities pursuant to the Offer to be
completed if, in its sole discretion, it is satisfied that the transaction in
question can be undertaken in compliance with applicable law and regulation.


The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City 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.


This document contains certain forward-looking statements with respect to the
financial condition, results of operations and business of the Inchcape Group
and the EMH Group and certain plans and objectives of the boards of directors of
Inchcape and EMH. These forward-looking statements can be identified by the fact
that they do not relate only to historical or current facts. Forward-looking
statements often use words such as 'anticipate', 'target', ' expect',
'estimate', 'intend', 'plan', 'goal', 'believe', 'will', 'may', 'should',
'would', 'could' or other words of similar meaning. These statements are based
on assumptions and assessments made by the boards of directors of Inchcape and
EMH in light of their experience and their perception of historical trends,
current conditions, expected future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty and the factors described in the context of such forward-looking
statements in this announcement could cause actual results and developments to
differ materially from those expressed in or implied by such forward-looking
statements.


Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this document. Inchcape and EMH assume no obligation to
update or correct the information contained in this document.


Dealing disclosure requirements


Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of
'relevant securities' of EMH, all 'dealings' in any such 'relevant securities'
(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
p.m. (London time) on the London business day following the date of the relevant
transaction. This requirement will continue until the date on which the
proposals lapse or are withdrawn or upon the 'offer period' otherwise ending. 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
EMH, 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 City Code, all 'dealings' in 'relevant
securities' of EMH by Inchcape or by EMH, or by any of their respective
'associates', must be disclosed by no later than 12 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 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 the virtue of any option
in respect of, or derivative referenced to, securities. Terms in quotation marks
are defined in the City 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.



For immediate release


15 December 2006


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



                             RECOMMENDED CASH OFFER


                                      for


                      EUROPEAN MOTOR HOLDINGS plc ('EMH')


                                       by


                           INCHCAPE plc ('Inchcape')


1. Introduction


The boards of Inchcape and EMH are pleased to announce that they have reached
agreement on the terms of a recommended cash offer by Inchcape of 480 pence per
share for the whole of the issued and to be issued share capital of EMH.


2. Terms of the Offer


Under the terms of the Offer, which will be subject to the conditions and other
terms set out in this announcement and to the further terms to be set out in the
Offer Document and the Form of Acceptance, EMH shareholders who accept the Offer
will receive:


                      for each EMH Share 480 pence in cash


This represents a premium of 18.5 per cent. to 405 pence per share, the closing
price of an EMH share on 4 December 2006, the day before EMH confirmed that it
was in discussions with interested parties in relation to a possible offer for
the company.


The Offer values the existing issued share capital of EMH at approximately
£262.9 million.


3. Background to and reasons for the Offer


Inchcape is a leading international automotive distributor and retailer.  A
cornerstone of Inchcape's business is its longstanding relationships with its
brand partners.  Inchcape's key strategic goals are to strengthen its core
businesses and develop expansion opportunities in existing and new markets.


The UK is Inchcape's largest retail market, accounting for approximately 69 per
cent. of retail revenue in the financial year ended 31 December 2005. Inchcape's
current UK portfolio is focused on the South-East, Merseyside and Midlands
regions of England.


Inchcape's strategy in the UK is to create scale relationships with brand
partners in the premium sector of the market, in order to benefit from stronger
relationships with those partners and from economies of scale.


EMH has a focus on premium brands and has franchised dealerships with a number
of Inchcape's core brand partners including BMW, MINI, Volkswagen, Audi and PAG.
EMH's dealerships are mainly in the North, North East and North West of England
and complement those regions in which Inchcape operates. The acquisition of EMH
will further Inchcape's objective of building scale in the UK retail market and
reinforce its commitment to the premium brands sector.  The acquisition will
result in Inchcape being the number 1 retailer in respect of seven of its core
brands.


The acquisition of EMH will also create the opportunity for Inchcape to
streamline the Enlarged Group's UK dealership portfolio, in order to focus on
fewer, larger scale brand partnerships and to achieve efficiencies and economies
of scale, in line with Inchcape's margin enhancement objectives.


4. Financial effects of the Offer


The directors of Inchcape expect that the Offer will be earnings enhancing
(before any one-off costs and amortisation of intangible assets) for Inchcape in
the financial year to 31 December 2007 and meet Inchcape's internal rate of
return criteria for investments in developed markets. This statement is not
intended to constitute a profit forecast for the financial year ending 31
December 2007 or for any other period. In addition this statement should not be
interpreted to mean that earnings per share (before any one-off costs and
amortisation of intangible assets) will necessarily be greater than those for
the relevant preceding financial period.


5. Recommendation


The directors of EMH, who have been so advised by EMH's financial adviser,
Goldman Sachs, consider the terms of the Offer to be fair and reasonable. In
providing its financial advice, Goldman Sachs has taken into account the
commercial assessments of the directors of EMH.


Accordingly, the directors of EMH intend unanimously to recommend that EMH
shareholders accept the Offer.


6. Undertakings to accept the Offer


Each of the directors of EMH has irrevocably undertaken to accept, or use his or
her reasonable endeavours to procure acceptance of, the Offer in respect of his
or her own beneficial holdings which, in aggregate, total 1,389,256 EMH Shares,
representing approximately 2.5 per cent. of the existing issued share capital of
EMH.


Inchcape has received irrevocable undertakings to accept the offer from certain
other shareholders in respect of a total of 13,613,563 EMH Shares, representing
approximately 24.9 per cent. of the existing issued share capital of EMH.
Inchcape has also received an undertaking to use best endeavours to procure the
sale to Inchcape of 8,555,097 EMH Shares, representing approximately 15.6 per
cent. of the issued share capital.


The undertakings referred to above given by the EMH directors will remain
binding in the event of a competing offer being made for EMH and will cease to
be binding only if the Offer lapses or is withdrawn.


The irrevocable undertakings referred to above given by certain other
shareholders will cease to be binding if there is a competing offer at a premium
of 10 per cent. or more to the value of the Offer.


7. Information on Inchcape


Inchcape is a major automotive retail group whose principal operations are in
Australia, Belgium, Greece, Hong Kong, Singapore and the UK.  The group also has
operations in a number of other global markets.  In addition to growing its core
businesses, Inchcape is looking to develop scale operations in new and emerging
regions.  Inchcape represents leading automotive brands and operates either a
retail model, or a vertically integrated retail model (that is, exclusive
distribution and retail), depending on the market.


The UK is Inchcape's largest retail market and Inchcape UK is the UK's second
largest automotive retailer by number of dealerships.  Inchcape's UK retail
business currently operates 112 dealerships on behalf of the following brand
partners:  Toyota/Lexus, BMW/MINI, Mercedes Benz, Volkswagen, Audi, Ferrari,
Maserati, Mazda, Premier Automotive Group of Ford, Ford, Renault, Honda, Kia and
Vauxhall.  These dealerships are largely clustered in the South-East, Merseyside
and Midlands regions.


For the financial year ended 31 December 2005, Inchcape reported sales of £4.5
billion and profit before tax of £177 million. For the six months ended 30 June
2006, Inchcape reported sales of £2.4 billion and profit before tax of £112
million. Gross assets, net tangible assets and net cash as at 30 June 2006 were
£1,655 million, £564 million and £189 million respectively.


Inchcape's current trading continues to be in line with expectations.  For the
two months ended 30 November 2006, Inchcape's unaudited management accounts show
sales up 8.3 per cent. (9.9 per cent. in constant currency) over the same period
in the prior year.  Sales for the eleven months ended 30 November 2006 were up
8.8 per cent. (8.4 per cent. in constant currency) on the same period in the
prior year.  Like for like sales were up 0.6 per cent. for the two month period
and up 2.6 per cent. for the eleven month period ended 30 November 2006 in
constant currency.


8. Information on EMH


EMH operates through two principal divisions: Motor Retail and Motor Services.


The Motor Retail Division operates 52 franchises from 46 sites selling new and
used vehicles and providing after sales service. The division concentrates on
premium marques and has chosen strategically to represent a relatively small
number of manufacturers in this segment of the market. The division's
dealerships are mainly located in the North East and North West of England,
together with a smaller number in South West London and the West and East of
England.


The Motor Retail Division also operates motor auctions, in Telford and
Queensferry, and holds the United Kingdom import and distribution licence for
the Perodua range of cars manufactured in Malaysia and Piaggio vans.


The principal operating company in the Motor Services Division is Wilcomatic
Limited, a market leader in the sale and servicing of vehicle washing equipment
in the United Kingdom. Its main customers are supermarkets, oil companies,
independent forecourts and motor retail businesses.


The executive directors are Richard Palmer and Ann Wilson, who are the key
employees of EMH.


For the financial year ended 28 February 2006, EMH reported sales of £754.9
million and profit before tax of £18.5 million. For the six months ended 31
August 2006, EMH reported sales of £428.4 million and profit before tax of £10.2
million. Gross assets, net tangible assets, and net debt as at 31 August 2006
were £253.7 million, £69.5 million and £11.0 million respectively.


9. Future plans for the Enlarged Group


Following the implementation of the Offer, Inchcape will undertake a review of
the Enlarged Group's UK dealership portfolio. Inchcape currently represents 21
automotive brands in the UK through 112 dealerships.  EMH represents nine brands
through 52 franchises.


The review is expected to lead to the streamlining of the Enlarged Group's
portfolio, in line with Inchcape's strategy of focusing on fewer brand
partnerships of greater scale.


This streamlining, which may involve some one-off costs, is expected to create
opportunities to achieve efficiencies and economies of scale, in line with
Inchcape's margin enhancement objectives.  It will also enable Inchcape, through
greater management focus on fewer brand partners, to enhance the offering both
to its brand partners and to its retail customers.


Inchcape intends to dispose of EMH's non-retail and motor auction businesses,
which are not core to its strategy.


10. Management and employees


The existing employment rights, including pension rights, of the management and
employees of the EMH Group will be fully safeguarded. Inchcape's plans for the
EMH Group do not involve any immediate change in the conditions of employment of
EMH employees and it is Inchcape's intention that, going forward, employees will
continue to enjoy terms and conditions that overall are as favourable as those
that currently apply.


11. EMH Share Schemes


Appropriate proposals will be made in due course to participants in the EMH
Share Schemes including a cashless exercise facility. Details of these proposals
will be set out in a separate letter to be sent to participants in the EMH Share
Schemes. Inchcape has agreed that, to the extent that options remain
unexercised, options will be exercisable in full, subject to any applicable
provisions of the Companies Act or the City Code, upon the Offer becoming or
being declared wholly unconditional.


12. Financing


HSBC Bank plc has made available to Inchcape facilities to fund in full the
payment of the consideration payable pursuant to the Offer. Further details of
the terms of these facilities will be set out in the Offer Document.  Dresdner
Kleinwort is satisfied that the necessary cash resources are available to
Inchcape to enable it to satisfy full acceptance of the Offer.


13. Break Fee Agreement


Inchcape and EMH have entered into an agreement under which EMH will pay to
Inchcape a break fee of up to one per cent. of the value of the Offer in the
event that: (a) any director of EMH withdraws or adversely modifies his
recommendation of the Offer, and the Offer is not subsequently made, lapses or
is withdrawn; or (b) following the announcement by a third party (other than a
party acting in concert with Inchcape as defined in the City Code) in relation
to a transaction involving a change of control of EMH or the disposal of all or
a substantial part of the business of EMH and its subsidiaries, that or any
other such third party transaction becomes or is declared unconditional as to
acceptances (or is otherwise completed).


14. Interests in EMH Shares


Save as set out in section 6 above, neither Inchcape (nor any of its directors)
nor any member of the Inchcape Group nor, so far as Inchcape is aware, any
person deemed to be acting in concert with Inchcape owns or controls any EMH
Shares or any securities convertible or exchangeable into EMH Shares (including
pursuant to any long exposure, whether conditional or absolute, to changes in
the prices of securities) or any rights to subscribe for or purchase the same,
or holds any options (including traded options) in respect of, or has any option
to acquire, any EMH Shares or has entered into any derivatives referenced to EMH
Shares ('Relevant EMH Securities') which remain outstanding, nor does any such
person hold any short positions in relation to Relevant EMH Securities (whether
conditional or absolute and whether in the money or otherwise) including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery, nor
does any such person have any arrangement in relation to Relevant EMH
Securities. An 'arrangement' also includes any indemnity or option arrangement
and any agreement or understanding, formal or informal, of whatever nature
relating to Relevant EMH Securities which may be an inducement to deal or
refrain from dealing in such securities.


Merrill Lynch International acts as the joint corporate broker to Inchcape and
may be deemed by the Panel to be acting in concert with Inchcape for the
purposes of the Offer. Merrill Lynch International has a short position in
43,002 EMH Shares.


15. Existing standstill agreements between EMH and certain EMH shareholders


On 26 September 2006, Trefick Limited (a shareholder in EMH) entered into an
arrangement with EMH whereby, inter alia, it undertook to EMH during the period
beginning on the date of its agreement and ending on the earlier of (i) any date
after 27 October 2006 on which EMH's share price falls below £4.00 per share and
(ii) 31 December 2006, not to offer, sell, pledge, contract to sell, pledge,
issue options, rights or warrants in respect of or otherwise dispose of,
directly or indirectly, any of Trefick Limited's shares or other securities of
EMH including derivative interests and CFDs or do anything with the same
economic effect as any of the foregoing. This undertaking does not apply to any
acceptance of a general offer for EMH's Shares made in accordance with the City
Code or to the provision of an irrevocable undertaking to accept such an offer.
On 6 December 2006, EMH and Trefick Limited agreed that their standstill
arrangement be extended to 31 January 2007. The standstill was not amended in
any other respect. EMH has agreed that this standstill will fall away upon
release of this announcement.


On 27 September 2006, UBS AG (a shareholder in EMH) entered into an arrangement
with EMH whereby it, inter alia, undertook to EMH during the period beginning on
the date of its agreement and ending on the earlier of (i) any date after 27
October 2006 on which EMH's share price falls below £4.00 per share and (ii) 31
December 2006, not to offer, sell, pledge, contract to sell, pledge, issue
options, rights or warrants in respect of or otherwise dispose of, directly or
indirectly, the 5,894,027 EMH Shares that UBS AG held as at 27 September 2006 or
do anything with the same economic effect as any of the foregoing. This
undertaking does not apply to any acceptance of a general offer for EMH's Shares
made in accordance with the City Code or to the provision of an irrevocable
undertaking to accept such an offer. On 8 December 2006, EMH and UBS AG agreed
that their standstill arrangement be extended to 31 January 2007. The standstill
(as amended) will automatically terminate upon the termination, release or
waiver, suspension or relaxation of any obligation of Trefick Limited under the
standstill agreement between EMH and Trefick Limited dated 26 September 2006 (as
amended on 6 December 2006) which restricts Trefick Limited from disposing of
any interest in any security issued by EMH or entering into any derivative or
other transaction referable to any securities in EMH, including, for the
avoidance of doubt, entering into or closing out any derivative transaction in a
manner which has equivalent economic effect to a disposal of an interest in such
securities. The standstill was not amended in any other respect. EMH has agreed
that this standstill will fall away upon release of this announcement.


16. Compulsory acquisition, delisting and cancellation of trading


If Inchcape receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent. or more of the EMH Shares to which the Offer relates,
Inchcape intends to exercise its rights pursuant to the provisions of Schedule 2
of the Takeovers Directive Regulations to acquire compulsorily any remaining EMH
Shares to which the Offer relates.


Inchcape intends that, following the Offer becoming or being declared
unconditional in all respects, and if sufficient acceptances are received, and
subject to applicable requirements of the London Stock Exchange and/or the UK
Listing Authority, it will procure that EMH will apply to the London Stock
Exchange and the UK Listing Authority for cancellations, respectively, of the
trading of EMH Shares on the London Stock Exchange and of the listing of EMH
Shares on the Official List. The cancellation of the listing would significantly
reduce the liquidity and marketability of any EMH Shares not assented to the
Offer at that time.


17. General


EMH Shares will be acquired pursuant to the Offer fully paid and free from all
liens, charges, equitable interests, third party rights and interests and
encumbrances and together with all rights now and hereafter attaching thereto,
including the right to receive all dividends and other distributions (if any)
declared, made or paid after the date of the announcement of the Offer.


The formal Offer Document and the Form of Acceptance setting out the full terms
and conditions of the Offer will be posted to EMH shareholders in due course. In
deciding whether or not to accept the Offer, EMH shareholders should rely on the
information contained in, and procedures described in, the Offer Document and
Form of Acceptance.


The Offer will be governed by English law and be subject to the applicable
requirements of the City Code, the Panel, the London Stock Exchange and the
Financial Services Authority.


The implications of the Offer for persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Any persons who are subject to the
laws of any jurisdiction other than the UK should inform themselves about and
observe any applicable requirements.


Appendix 1 sets out the conditions and principal further terms of the Offer.
Appendix 2 contains the bases and sources of certain financial information
contained in this announcement. Appendix 3 contains details of the irrevocable
undertakings relating to the Offer. Appendix 4 contains definitions of certain
terms used in this announcement.


Enquiries:

Inchcape                                                        Tel:[phone]
Andre Lacroix, Group Chief Executive
Barbara Richmond, Group Finance Director

Dresdner Kleinwort (Financial adviser and corporate broker to   Tel:[phone]
Inchcape)                                                                 
Rosalind Hedley-Miller
Charles Batten
Christopher Baird

Hogarth Partnership (PR adviser to Inchcape)                    Tel:[phone]
John Olsen
Rachel Hirst
Barnaby Fry

EMH                                                             Tel: [phone]
Roger Smith, Chairman
Richard Palmer, Chief Executive

Goldman Sachs (Financial adviser to EMH)                        Tel:[phone]
Richard Campbell-Breeden                                                                          
Daniel Yealland

Investec (Joint Broker to EMH)                                  Tel:[phone]
Keith Anderson

Brewin Dolphin (Joint Broker to EMH)                            Tel:[phone]
Graeme Summers

Biddick Associates (PR adviser to EMH)                          Tel:[phone]
Zoe Biddick


Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Inchcape and for no one else in relation to
the Offer and will not be responsible to anyone other than Inchcape for
providing the protections afforded to customers of Dresdner Kleinwort Limited or
for providing advice in relation to the Offer or any matter referred to in this
announcement.


Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as financial adviser to
EMH and for no one else in relation to the Offer and will not be responsible to
anyone other than EMH for providing the protections afforded to customers of
Goldman Sachs International or for providing advice in relation to the Offer or
any matter referred to in this announcement.


Investec Bank (UK) Limited, which is authorised and regulated by the Financial
Services Authority, is acting for EMH and for no one else in relation to the
Offer and will not be responsible to anyone other than EMH for providing the
protections afforded to customers of Investec Bank (UK) Limited or for providing
advice in relation to the Offer or any matter referred to in this announcement.


Brewin Dolphin Securities Limited, which is authorised and regulated by the
Financial Services Authority, is acting for EMH and for no one else in relation
to the Offer and will not be responsible to anyone other than EMH for providing
the protections afforded to customers of Brewin Dolphin Securities Limited or
for affording advice in relation to the Offer or any matter referred to in this
announcement.



                                   APPENDIX 1


                          CONDITIONS AND FURTHER TERMS


The Offer will comply with the rules and regulations of the Financial Services
Authority, the London Stock Exchange and the City Code.


Part A:              Conditions of the Offer


The Offer will be subject to the following conditions:


(a)        valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. (London time) on the first closing date
of the Offer (or such later time(s) and/or date(s) as Inchcape may, with the
consent of the Panel or in accordance with the City Code, decide) in respect of
not less than 90 per cent. (or such lower percentage as Inchcape may decide) in
nominal value of the EMH Shares to which the Offer relates, provided that this
condition shall not be satisfied unless Inchcape and/or any of its wholly-owned
subsidiaries shall have acquired or agreed to acquire, whether pursuant to the
Offer or otherwise, shares in EMH carrying in aggregate more than 50 per cent.
of the voting rights then normally exercisable at general meetings of EMH.  For
the purposes of this condition:


(i)       shares which have been unconditionally allotted but not issued before 
the Offer becomes or is declared unconditional as to acceptances, whether 
pursuant to the exercise of any outstanding subscription or conversion
rights or otherwise, shall be deemed to carry the voting rights they will carry
on being entered into the Register of Members of EMH; and


(ii)       the expression 'EMH Shares to which the Offer relates' shall be
construed in accordance with Schedule 2 to the Takeovers Directive Regulations
or such provisions of Chapter 3 of Part 28 of the Companies Act 2006 that come
into force to replace Schedule 2 to the Takeovers Directive Regulations;


(b)        insofar as the Offer constitutes a concentration with a Community
dimension within the scope of Council Regulation (EC) 139/2004 (as amended) (the
'Regulation') the European Commission having issued a decision that it does not
intend to initiate proceedings under Article 6(1)(c) of the Regulation in
respect of the proposed acquisition of EMH by Inchcape;


(c)        insofar as the Offer is subject to review by the Office of Fair
Trading in the United Kingdom (whether by virtue of Article 4(4) or 9(3) of the
Regulation or otherwise), a statement having been issued by the Office of Fair
Trading that neither the proposed acquisition nor any matter related thereto
will be referred to the Competition Commission;


(d)        the Financial Services Authority giving notice in writing under
section 184(1) of the Financial Services and Markets Act 2000 ('FSMA') of its
approval of the acquisition of or increase in control (within the meaning of
section 179 and section 180 of FSMA respectively) by Inchcape over any member of
the EMH Group which is a UK authorised person (as defined in section 178(4) of
FSMA), or the Financial Services Authority being treated as having given such
approval by virtue of section 184(2) of FSMA;


(e)        there being no provision of any agreement, arrangement, licence,
permit or other instrument to which any member of the wider EMH Group is a
party, or by or to which any such member or any of its assets may be bound,
entitled or subject, which, in consequence of the Offer or the proposed
acquisition of any shares or other securities in EMH or because of a change in
the control or management of EMH or otherwise, would or might result in to an
extent which in any case is material in the context of the wider EMH Group taken
as a whole:


(i)         any moneys borrowed by or any other indebtedness (actual
or contingent) of, or grant available to any such member being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;


(ii)         any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any such member thereunder
being terminated or modified or affected or any obligation or liability arising
or any action being taken thereunder;

(iii)        any assets or interests of any such member being or falling
to be disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged;


(iv)          the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of any such member;


(v)           the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any person, firm or
body (or any arrangement or arrangements relating to any such interest or
business) being terminated, adversely modified or affected;


(vi)          the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;


(vii)         any such member ceasing to be able to carry on business
under any name under which it presently does so; or


(viii)        the creation of any liability, actual or contingent, by any
such member,


and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider EMH Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be expected
to result, to an extent which is material in the context of the wider EMH Group
taken as a whole in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (viii) of this paragraph (e);


(f)         no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade agency,
association, institution or any other body or person whatsoever in any
jurisdiction (each a 'Third Party') having decided to take, institute, implement
or threaten any action, proceeding, suit, investigation, enquiry or reference,
or enacted, made or proposed any statute, regulation, decision or order, or
having taken any other steps which would or might reasonably be expected, to an
extent that is in any case material to the wider EMH Group taken as a whole, to:


(i)         require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture, by any member of the
Inchcape Group or any member of the wider EMH Group of all or any portion of
their respective businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses (or any of them)
or to own any of their respective assets or properties or any part thereof
which, in any such case, is material in the context of the Inchcape Group or the
wider EMH Group in either case taken as a whole;


(ii)         require, prevent or delay the divestiture by any member of the
Inchcape Group of any shares or other securities in EMH;


(iii)        impose any limitation on, or result in a delay in, the
ability of any member of the Inchcape Group directly or indirectly to acquire or
to hold or to exercise effectively any rights of ownership in respect of shares
or loans or securities convertible into shares or any other securities (or the
equivalent) in any member of the wider EMH Group or the Inchcape Group or to
exercise management control over any such member;

(iv)          otherwise adversely affect the business, assets, profits or
prospects of any member of the Inchcape Group or of any member of the wider EMH
Group in a manner which is adverse to and material in the context of the
Inchcape Group or the wider EMH Group in either case taken as a whole;


(v)            make the Offer or its implementation or the acquisition or
proposed acquisition by Inchcape or any member of the Inchcape Group of any
shares or other securities in, or control of, EMH void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise materially
interfere with the same, or impose additional conditions or obligations with
respect thereto, or otherwise challenge or interfere therewith;


(vi)            require any member of the Inchcape Group or the wider EMH
Group to offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the wider EMH Group or the Inchcape Group owned by any
third party;

(vii)           impose any limitation on the ability of any member of the
wider EMH Group to co-ordinate its business, or any part of it, with the
businesses of any other members which is adverse to and material in the context
of the wider EMH Group taken as a whole; or


(viii)          result in any member of the wider EMH Group ceasing to be
able to carry on business under any name under which it presently does so;


and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Offer or the acquisition or proposed acquisition
of any EMH Shares having expired, lapsed or been terminated;


(g)            all necessary filings or applications having been made in connection
with the Offer and all statutory or regulatory obligations in any relevant
jurisdiction having been complied with in connection with the Offer or the
acquisition by any member of the Inchcape Group of any shares or other
securities in, or control of, EMH where non-compliance would have a material
adverse effect on the wider EMH Group taken as a whole or would be material in
the context of the Offer and all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
reasonably considered necessary by Inchcape or any member of the Inchcape Group
for or in respect of the Offer or the proposed acquisition of any shares or
other securities in, or control of, EMH by any member of the Inchcape Group
having been obtained in terms and in a form reasonably satisfactory to Inchcape
from all appropriate Third Parties or persons with whom any member of the wider
EMH Group has entered into contractual arrangements, in each case where the
absence of such authorisation, order, recognition, grant, consent, licence,
confirmation, clearance, permission or approval would have a material adverse
effect on the wider EMH Group taken as a whole or would be material in the
context of the Offer and all such authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
together with all material authorisations orders, recognitions, grants,
licences, confirmations, clearances, permissions and approvals as necessary to
carry on the business of any member of the wider EMH Group which is material in
the context of the wider EMH Group taken as a whole remaining in full force and
effect and all filings necessary for such purpose having been made and there
being no notice or intimation of any intention to revoke or not to renew any of
the same at the time at which the Offer becomes otherwise unconditional;


(h)     since 28 February 2006 and save as disclosed in EMH's annual report for
the year then ended or as contained in EMH's unaudited interim results for the
six months ended 31 August 2006 and save as publicly announced in accordance
with the Listing Rules by EMH prior to 15 December 2006 or as otherwise fairly
disclosed in writing to Inchcape prior to that date by or on behalf of any
member of the EMH Group, no member of the wider EMH Group having:


(i)      save as between EMH and wholly-owned subsidiaries of EMH
or for EMH Shares issued pursuant to the exercise of options granted under the
EMH Share Schemes, issued, authorised or proposed the issue of additional shares
of any class;


(ii)     save as between EMH and wholly-owned subsidiaries of EMH or for the
grant of options under the EMH Share Schemes, issued or agreed to issue,
authorised or proposed the issue of securities convertible into shares of any
class or rights, warrants or options to subscribe for, or acquire, any such
shares or convertible securities;


(iii)     other than to another member of the EMH Group, recommended,
declared, paid or made or proposed to recommend, declare, pay or make any bonus,
dividend or other distribution whether payable in cash or otherwise, save for
the final dividend of 6.75p per EMH share paid on 5 September 2006 and the net
interim dividend of 4.6p per EMH Share paid on 6 December 2006;


(iv)      save for intra-EMH Group transactions, merged or demerged
with any body corporate or acquired or disposed of or transferred, mortgaged or
charged or created any security interest over any assets or any right, title or
interest in any asset (including shares and trade investments) or authorised or
proposed or announced any intention to propose any merger, demerger, acquisition
or disposal, transfer, mortgage, charge or security interest, in each case other
than in the ordinary course of business;


(v)        save for intra-EMH Group transactions, made or authorised
or proposed or announced an intention to propose any change in its loan capital;


(vi)       issued, authorised or proposed the issue of any debentures
or (save for intra-EMH Group transactions ), save in the ordinary course of
business, incurred or increased any indebtedness or become subject to any
contingent liability which in either case is material in the context of the
wider EMH Group taken as a whole;


(vii)       purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share capital;


(viii)       implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement otherwise than in the ordinary course of
business or entered into or changed the terms of any contract with any director
or senior executive;


(ix)         entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, onerous or unusual nature or magnitude or
which is or would be materially restrictive on the businesses of any member of
the wider EMH Group or the Inchcape Group or which involves or would reasonably
be expected to involve an obligation of such a nature or magnitude or which is
other than in the ordinary course of business and which is material in the
context of the wider EMH Group taken as a whole;


(x)           (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or had any legal
proceedings started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such person
appointed;


(xi)           waived or compromised any claim otherwise than in the
ordinary course of business; or


(xii)          entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with respect to
or announced any intention to, or to propose to, effect any of the transactions,
matters or events referred to in this condition,

and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this condition,
the term 'EMH Group' shall mean EMH and its wholly-owned subsidiaries;


(i)            since 28 February 2006 and save as disclosed in EMH's annual report
for the year then ended or as contained in EMH's unaudited interim results for
the six months ended 31 August 2006 and save as publicly announced in accordance
with the Listing Rules by EMH prior to 15 December 2006 or as otherwise fairly
disclosed in writing to Inchcape prior to that date by or on behalf of any
member of the EMH Group:


(i)            no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the wider EMH Group and which is material in the context of the wider
EMH Group taken as a whole;

(ii)           no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the wider EMH Group is or may
become a party (whether as a plaintiff, defendant or otherwise) and no
investigation by any Third Party against or in respect of any member of the
wider EMH Group having been instituted, announced or threatened by or against or
remaining outstanding in respect of any member of the wider EMH Group which in
any such case might reasonably be expected to adversely affect any member of the
wider EMH Group and which in any case is material in the context of the wider
EMH Group taken as a whole;


(iii)          no contingent or other liability having arisen or become
apparent to Inchcape which would be likely to adversely affect any member of the
wider EMH Group and which in any case is material in the context of the wider
EMH Group taken as a whole; and


(iv)           no steps having been taken which might reasonably be
expected to result in the withdrawal, cancellation, termination or modification
of any licence held by any member of the wider EMH Group which is necessary for
the proper carrying on of its business and which in any case is material in the
context of the wider EMH Group taken as a whole;


(j)            save as publicly announced in accordance with the Listing Rules by
EMH prior to 15 December 2006 or as otherwise fairly disclosed in writing to
Inchcape prior to that date by or on behalf any member of the EMH Group,
Inchcape not having discovered:


(i)             that any financial, business or other information
concerning the wider EMH Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the wider EMH Group is
materially misleading, contains a material misrepresentation of fact or omits to
state a fact necessary to make that information not misleading in any material
respect to an extent which in any case is material in the context of the wider
EMH Group taken as a whole;


(ii)            that any member of the wider EMH Group or partnership,
company or other entity in which any member of the wider EMH Group has a
significant economic interest and which is not a subsidiary undertaking of EMH
is subject to any liability (contingent or otherwise) which is not disclosed in
the annual report and accounts of EMH for the year ended 28 February 2006 and
which in any case is material in the context of the wider EMH Group taken as a
whole; or


(iii)          any information which materially affects the import of any
information disclosed at any time by or on behalf of any member of the wider EMH
Group and which in any case is material in the context of the wider EMH Group
taken as a whole;


(k)            save as publicly announced in accordance with the Listing Rules by
EMH prior to 15 December 2006 or as otherwise fairly disclosed in writing to
Inchcape prior to that date by or on behalf of any member of the EMH Group,
Inchcape not having discovered that:


(i)             any past or present member of the wider EMH Group has
failed to comply with any and/or all applicable legislation or regulation of any
jurisdiction with regard to the disposal, spillage, release, discharge, leak or
emission of any waste or hazardous substance or any substance likely to impair
the environment or harm human health or animal health or otherwise relating to
environmental matters, or that there has otherwise been any such disposal,
spillage, release, discharge, leak or emission (whether or not the same
constituted non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which disposal,
spillage, release, discharge, leak or emission would be likely to give rise to
any liability (actual or contingent) on the part of any member of the wider EMH
Group and which in any case is material in the context of the wider EMH Group
taken as a whole; or


(ii)            there is, or is likely to be, for that or any other reason
whatsoever any liability (actual or contingent) of any past or present member of
the wider EMH Group to make good, repair, reinstate or clean up any property or
any controlled waters now or previously owned, occupied, operated or made use of
or controlled by any such past or present member of the wider EMH Group, under
any environmental legislation, regulation, notice, circular or order of any
government, governmental, quasi-governmental, state or local government,
supranational, statutory or other regulatory body, agency, court, association or
any other person or body in any jurisdiction and which in any case is material
in the context of the wider EMH Group taken as a whole.

For the purposes of these conditions the 'wider EMH Group' means EMH and its
subsidiary undertakings, associated undertakings and any other undertaking in
which EMH and/or such undertakings (aggregating their interests) have a
significant interest and for these purposes 'subsidiary undertaking',
'associated undertaking' and 'undertaking' have the meanings given by the
Companies Act 1985, other than paragraph 20(1)(b) of Schedule 4A to that Act
which shall be excluded for this purpose, and 'significant interest' means a
direct or indirect interest in 20 per cent. or more of the equity share capital
(as defined in that Act).


Inchcape reserves the right to waive, in whole or in part, all or any of the
above conditions, except condition (a).


Conditions (b) to (k) must be fulfilled or waived by 11.59 p.m. on the 21st day
after the later of the first closing date of the Offer and the date on which
condition (a) is fulfilled (or such later date as Inchcape may, with the consent
of the Panel, decide).  Inchcape shall be under no obligation to waive or treat
as satisfied any of the conditions (b) to (k) (inclusive) by a date earlier than
the latest date specified above for the satisfaction thereof, notwithstanding
that the other conditions of the Offer may at such earlier date have been waived
or fulfilled and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.


If Inchcape is required by the Panel to make an offer for EMH Shares under the
provisions of Rule 9 of the City Code, Inchcape may make such alterations to any
of the above conditions as are necessary to comply with the provisions of that
Rule.


The Offer will lapse if it is referred to the Competition Commission or if the
European Commission adopts a decision under Article 6(1)(c) of Council
Regulation (EC) 139/2004, in either case before 3.00 p.m. on the first closing
date of the Offer or the date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is the later.


If the Offer lapses, it will cease to be capable of further acceptance and
persons accepting the Offer and Inchcape shall then cease to be bound by
acceptances submitted before the time the Offer lapses.


The Offer will be governed by English law and be subject to the jurisdiction of
the English courts, to the conditions set out below and in the formal Offer
Document and related Form of Acceptance.



Part B:              Certain further terms of the Offer


The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone or e-mail) of interstate or foreign
commerce of, or of any facility of a national securities exchange of, the United
States, Canada, Japan or Australia and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States, Canada, Japan or Australia.


EMH Shares will be acquired under the Offer free from all liens, equities,
charges, encumbrances and other interests and together with all rights attaching
thereto including the right to receive and retain all dividends and
distributions (if any) declared, made or payable after 15 December 2006.



APPENDIX 2


                SOURCES OF INFORMATION AND BASES OF CALCULATION


Financial information relating to Inchcape has been extracted without material
adjustment from the published audited accounts for the financial year ended 31
December 2005 and the unaudited interim results for the six months ended 30 June
2006.


Financial information relating to EMH has been extracted without material
adjustment from the published audited accounts for the financial year ended 28
February 2006 and the unaudited interim results for the six months ended 31
August 2006.


The value placed by the Offer on the existing issued share capital of EMH is
based on 54,767,088 shares in issue on 14 December 2006, the last dealing day
prior to the date of this announcement.


The closing share price on 4 December 2006 is taken from the Daily Official
List.




                                   APPENDIX 3


                            DETAILS OF UNDERTAKINGS


Inchcape has received irrevocable undertakings to accept the Offer as follows:



                                    
                                             Percentage of
                    Number of shares      issued share capital

UBS AG                  5,894,027                10.8

Trefick Limited         7,719,536                14.1


In addition, Trefick Limited has undertaken to use its best endeavours to
procure the sale to Inchcape of 8,555,097 EMH Shares, representing approximately
15.6 per cent. of the issued share capital of EMH.


Directors of EMH have give irrevocable undertakings to accept the Offer as
follows:

                                            Percentage of
                    Number of shares      issued share capital

R J Smith                 350,000                0.64

R T Palmer                 42,355                0.08                

A C Wilson                104,350                0.19



Directors of EMH have undertaken to use reasonable endeavours to procure
acceptance of the Offer as follows:

                                            Percentage of
                    Number of shares      issued share capital

R T Palmer                 552,695                1.01

A C Wilson                 339,856                0.62                





                                  APPENDIX 4



                                  DEFINITIONS



Australia     the Commonwealth of Australia, its territories and possessions

Canada        Canada, its provinces and territories and all areas under its
              jurisdiction and political sub divisions thereof

City Code     the City Code on Takeovers and Mergers

closing       the closing middle market quotation of an EMH Share as derived
price         from the Daily Official List

Companies     the Companies Act 1985 (as amended)
Act

Daily         the Daily Official List of the London Stock Exchange
Official
List

Dresdner      Dresdner Kleinwort Limited
Kleinwort

EMH           European Motor Holdings plc

EMH Board     the board of directors of EMH plc

EMH Group     EMH and its subsidiary undertakings

EMH Share     all or (where the context permits) any of EMH's share schemes
Schemes

EMH Share(s)  ordinary share(s) of 40 pence each in the capital of EMH

Enlarged      the Inchcape Group following the acquisition of EMH
Group

Form of       the form of acceptance and authority to be issued in connection
Acceptance    with the Offer and which will accompany the Offer Document

Goldman       Goldman Sachs International
Sachs

Inchcape      Inchcape plc

Inchcape      Inchcape and its subsidiary undertakings
Group

Japan         Japan, its cities, prefectures, territories and possessions

Listing       the rules and regulations made by the Financial Services Authority
Rules         in its capacity as the UK Listing Authority under the Financial
              Services and Markets Act 2000, and contained in the UK Listing
              Authority's publication of the same name

London Stock  London Stock Exchange plc
Exchange

Offer         the recommended cash offer to be made by Inchcape of 480 pence per
              share for the whole of the issued and to be issued share capital
              of EMH  including, where the context so requires, any subsequent
              revision, variation, extension or renewal of such offer

Offer         the document to be sent to EMH shareholders containing, inter
Document      alia, details of the Offer

Official      the Official List of the UK Listing Authority
List

Panel         the Panel on Takeovers and Mergers

Takeovers     the Takeovers Directive (Interim Implementation) Regulations
Directive     2006
Regulations

United        the United Kingdom of Great Britain and Northern Ireland
Kingdom or
UK

United        the United States of America, its territories and possessions, any
States        state of the United States and the District of Columbia

US Securities the United States Securities Act of 1933, as amended, and the
Act           rules and regulations promulgated thereunder






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