Offer Update

Inland PLC
22 August 2007
 

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


                                                                  22 August 2007
FOR IMMEDIATE RELEASE


                                   Inland plc                                   

                     Recommended mandatory cash Offer for                       

                             Poole Investments plc                              

                     Offer unconditional as to acceptances                      

The recommended mandatory cash Offer made by Inland plc ('Inland') for the whole
of the issued and to be issued share capital of Poole Investments plc ('PI') is
now unconditional as to acceptances and will remain open until further notice.
The Offer remains subject to the acquisition of PI pursuant to the Offer not
being referred to the Competition Commission before 1.00 p.m. on 6 September
2007.

Level of acceptances and share purchases

As at 1.00 p.m. (London time) on 21 August 2007, valid acceptances had been
received in respect of 28,801,089 PI Shares ('PI Shares'), representing
approximately 15.6 per cent. of PI's issued share capital.

This total includes acceptances in respect of 13,052,854 PI Shares pursuant to
which Inland had received irrevocable undertakings (from certain of the PI
Directors and their connected persons) to accept the Offer, representing
approximately 7.1 per cent. of the issued share capital of PI. Inland also
received an irrevocable undertaking (from certain of the PI Directors and their
connected persons) to accept the Offer in respect of a further 300,000 PI
Shares, this acceptance has been received but is not yet valid in all respects,
so has not been counted towards fulfilling the acceptance condition.
 
Inland, which held 15,821,500 PI Shares (representing approximately 8.6 per
cent. of PI's issued ordinary share capital) when the Offer was announced, has
since purchased at the Offer Price a total of 60,255,855 PI Shares (representing
approximately 32.6 per cent. of its issued ordinary share capital) and currently
holds 76,077,355 PI Shares (representing approximately 41.1 per cent. of its
issued ordinary share capital). 14,250,000 of the PI Shares purchased by Inland
were subject to Irrevocable Undertakings.
 
ACCORDINGLY, AS AT 1.00PM (LONDON TIME) ON 21 AUGUST 2007, INLAND EITHER OWNS OR
HAS RECEIVED VALID ACCEPTANCES IN RESPECT OF 104,878,444 PI SHARES (REPRESENTING
APPROXIMATELY 56.69 PER CENT. OF THE ISSUED SHARE CAPITAL OF PI).

No associates of Inland hold any PI Shares.
 
Further acceptances 

For PI Shares held in certificated form, Forms of Acceptance not yet returned
should be completed and returned in accordance with the instructions set out in
the Offer Document and on the Form of Acceptance so as to be received as soon as
possible.
 
For PI Shares held in uncertificated form, Electronic Acceptances should be made
in accordance with the instructions set out in the Offer Document so that
settlement occurs as soon as possible.
 
Any PI Shareholder requiring additional Forms of Acceptance or who are in any
doubt as to the procedure for acceptance, should contact Capita Registrars on
0870 162 3121 or, if calling from outside the UK, [phone] (during
normal business hours only).

Settlement

Settlement of the consideration to which any PI Shareholder is entitled under
the Offer in respect of valid acceptances received by no later than 1.00 pm on 6
September 2007 will be dispatched (or in respect of PI Shares held in
uncertificated form, credited through CREST) on or before 20 September 2007.
Settlement of the consideration in respect of valid acceptances received after
1.00 p.m. on 6 September 2007 will be dispatched (or in respect of PI Shares
held in uncertificated form, credited through CREST) within 14 days of receipt
of such acceptances.

Cancellation of PI's listing and admission to trading and compulsory acquisition

If Inland receives acceptances under the Offer in respect of, and/or otherwise
acquires, in aggregate both 90 per cent. or more in value of the PI Shares to
which the Offer relates and 90 per cent. or more of the voting rights carried by
those shares, Inland intends to apply the procedures set out in sections 979 to
982 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining
PI Shares on the same terms as the Offer.
 
Following the Offer becoming or being declared unconditional in all respects and
subject to any applicable requirements of the London Stock Exchange, if Inland
acquires or agrees to acquire, by virtue of its shareholding and acceptances of
the Offer, issued share capital carrying 75 per cent. or more of the voting
rights of Poole Investments, Inland intends to procure that Poole Investments
applies to the London Stock Exchange for the cancellation of PI Shares from
trading on AIM. It is anticipated that such cancellation will take effect no
earlier than 20 Business Days after the Offer becomes or is declared
unconditional in all respects. The cancellation of trading of PI Shares will
significantly reduce the liquidity and marketability of any PI Shares not
acquired by Inland. It is also proposed that, following the Offer becoming or
being declared unconditional in all respects, Poole Investments will be
re-registered as a private company.

This announcement should be read in conjunction with the Offer Document dated 9
August 2007 and the announcement made on 13 August 2007 that the Offer had been
converted to a mandatory offer. Terms used in this announcement shall have the
meaning given to them in the Offer Document.

Enquiries:

Inland plc,
Stephen Wicks                                                 Tel: [phone]

Buchanan Communications,
Mark Edwards / Jeremy Garcia                                  Tel: [phone]

Dawnay, Day Corporate Finance Ltd
David Floyd / Alex Stanbury                                   Tel: [phone]

Poole Investments PLC
David Booth                                                   Tel: [phone]

Zeus Capital Ltd
Nick Cowles / Kevin Wilson                                    Tel:[phone]


Dawnay, Day Corporate Finance Limited ('Dawnay Day'), which is authorised and
regulated in the United Kingdom by the Financial Services Authority is acting
exclusively as financial adviser to Inland in connection with the Offer and no
one else and will not be responsible to anyone other than Inland for providing
the protections afforded to clients of Dawnay Day nor for providing advice in
relation to the Offer or any matter referred to herein.

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

This announcement is not intended to and does not constitute or form any part
of, an offer to sell or an invitation to purchase or the solicitation of an
offer to subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise. The Offer has
been made solely through the Offer Document and, in the case of PI Shares held
in certificated form, the Form of Acceptance, which together contain the full
terms and conditions of the Offer, including details of how to accept the Offer.
Any acceptance or other response to the Offer should be made only on the basis
of the information contained in the Offer Document and, in the case of PI Shares
held in certificated form, the Form of Acceptance.

The laws of the relevant jurisdictions may affect the availability of the Offer
to persons not resident in the United Kingdom. In particular, the Offer is not
being made, directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facility of a
national securities exchange of any Restricted Jurisdiction and the Offer will
not be capable of acceptance by any such use, means, instrumentality or
facilities from or within a Restricted Jurisdiction. Accordingly, copies of this
announcement and any offer documents are not being, and must not be, in whole or
in part, mailed or otherwise forwarded, distributed or sent in, into or from, a
Restricted Jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.

Persons who are not resident in the United Kingdom, or who are subject to the
laws of any jurisdiction other than the United Kingdom, should inform themselves
about and observe any applicable legal or regulatory requirements.



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