Offer by Willmott Dixon Ltd

Inspace Plc
19 December 2007



Willmott Dixon Limited
19 December 2007

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

19 December 2007

             Recommended Cash Offer of 183 pence per Inspace Share

                                      for

                            Inspace Plc ('Inspace')

                                       by

                   Willmott Dixon Limited ('Willmott Dixon')

Summary and Highlights

The Independent Directors of Inspace and the Board of Willmott Dixon are pleased
to announce that they have reached agreement on the terms of a recommended cash
offer of 183 pence per Inspace Share to be made by Willmott Dixon to acquire the
entire issued and to be issued share capital of Inspace that is not already
owned by Willmott Dixon. At the date of this announcement, Willmott Dixon owned
approximately 10.3 per cent. of the issued share capital of Inspace.

In addition, the Panel has deemed that all of the shareholders in Willmott
Dixon, and certain other persons, who together hold a further 56.6 per cent. of
the issued share capital of Inspace, are acting in concert with Willmott Dixon
for the purposes of the Offer. Further details of the concert parties of
Willmott Dixon can be found at section 14 of this announcement.

Therefore, in aggregate, Willmott Dixon and those persons who are deemed to be
acting in concert with it, hold approximately 66.9 per cent. of the issued share
capital of Inspace.
The Offer will be made on the following basis:

for each Inspace Share 183 pence in cash

   • The Offer Price represents a premium of approximately 66.4 per cent to
    Inspace's share price of 110.0 pence at the close of business on 7 December
    2007, being the last Business Day prior to the announcement by Inspace on 10
    December that it was in talks with Willmott Dixon regarding a possible Offer
    by Willmott Dixon for Inspace.


   • The terms of the Offer value Inspace's existing issued share capital at
    approximately £148.2 million.


   • Willmott Dixon has received irrevocable undertakings from those Inspace
    Directors who hold Inspace Shares to accept the Offer (and, in certain
    cases, to procure the acceptance of the Offer by certain persons connected
    with them) in respect of a total of 5,958,587 Inspace Shares, representing
    in aggregate approximately 7.4 per cent. of the existing issued share
    capital of Inspace.


   • In addition to the irrevocable undertakings given by the Inspace
    Directors, Willmott Dixon has received irrevocable undertakings to accept
    the Offer (and, in certain cases, to procure the acceptance of the Offer by
    certain persons connected with them) in respect of a further 37,289,159
    Inspace Shares, representing approximately 46.0 per cent. of the existing
    issued share capital of Inspace.


   • In aggregate, therefore, Willmott Dixon has received irrevocable
    undertakings to accept the Offer (or procure the acceptance of the Offer) in
    respect of 43,247,746 Inspace Shares, representing approximately 53.4 per
    cent. of the existing issued ordinary share capital of Inspace.


   • The Independent Directors, who have been so advised by their financial
    adviser, Dresdner Kleinwort, consider the terms of the Offer to be fair and
    reasonable. In giving its advice to the Independent Directors, Dresdner
    Kleinwort has taken into account the Independent Directors' commercial
    assessments.


   • Accordingly, the Independent Directors intend to recommend that Inspace
    Shareholders accept the Offer, as those Independent Directors, who hold
    Inspace Shares, have irrevocably undertaken to do in respect of their
    beneficial shareholdings amounting, in aggregate, to 640,183 Inspace Shares,
    representing 0.8 per cent. of the existing issued share capital of Inspace.

Commenting on the proposed Offer, Rick Willmott, Chief Executive of Willmott
Dixon said:

'We are pleased to have reached agreement on the terms of a recommended offer
for Inspace. This forms part of Willmott Dixon's revised strategy of developing
a broader construction services business. We look forward to re-establishing
relationships with many former customer organisations and indeed to forging new
partnerships with the next generation of client bodies.'

David Batchelor, an Independent Director of Inspace, said:

'The offer represents a significant premium to the share price before the
approach was announced and gives shareholders certainty of value.'

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

Appendix 1 sets out the conditions and certain further terms of the Offer.
Appendix 2 contains source notes relating to certain information contained in
this announcement. Appendix 3 contains details of the irrevocable undertakings
received in relation to the Offer. Certain terms used in this announcement are
defined in Appendix 4 to this announcement.

Enquiries:

Seymour Pierce (Financial Adviser to Willmott Dixon)
Douglas Harmer [phone]
Mark Percy [phone]

Dresdner Kleinwort (Financial Adviser to Inspace)
Chris Treneman [phone]
Christian Littlewood [phone]
Keith Welch [phone]

Seymour Pierce, which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting exclusively for Willmott Dixon in
connection with the Offer and no-one else and will not be responsible to anyone
other than Willmott Dixon for providing the protections afforded to clients of
Seymour Pierce nor for providing advice in relation to the Offer or any other
matter referred to in this announcement.

Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Inspace (in the form of the Independent
Directors) and for no-one else in connection with the Offer and will not be
responsible to anyone other than Inspace (in the form of the Independent
Directors) for providing the protections afforded to clients of Dresdner
Kleinwort Limited nor for affording advice in relation to the Offer or any other
matter referred to in this announcement.

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 will be made solely
through the Offer Document and, in the case of certificated Inspace Shares, the
Form of Acceptance, which will 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 the Form of Acceptance.

The release, distribution or publication 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. Copies of this
announcement and any documentation relating to the Offer are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in or into or from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send such documents in or into or from a
Restricted Jurisdiction. The Offer (unless otherwise determined by Willmott
Dixon and permitted by applicable law and regulation), will not be made,
directly or indirectly, in or into, or by the use of the mails, or by any means
of instrumentality (including without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of a
national securities exchange of any Restricted Jurisdiction, and the Offer will
not be capable of acceptance from or within any Restricted Jurisdiction.

This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning
Willmott Dixon, Inspace and their respective subsidiaries. Generally, the words
'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends',
'anticipates' or similar expressions identify forward-looking statements. The
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely, such as future
market conditions and behaviours of other market participants, and therefore
undue reliance should not be placed on such statements. Willmott Dixon and
Inspace assume no obligation and do not intend to update these forward-looking
statements, except as required pursuant to applicable law.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of
'relevant securities' of Inspace, all 'dealings' in any 'relevant securities' of
that company (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 Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the 'Offer Period' otherwise ends. 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
Inspace, 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 Code, all 'dealings' in 'relevant
securities' of Inspace by Willmott Dixon or Inspace, or by any of their
respective 'associates', must be disclosed by no later than 12.00 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 virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the 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.

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


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

19 December 2007

             Recommended Cash Offer of 183 pence per Inspace Share

                                      for

                            Inspace Plc ('Inspace')
                                       by

                   Willmott Dixon Limited ('Willmott Dixon')


1.      Introduction

The Independent Directors of Inspace and the Board of Willmott Dixon are pleased
to announce that they have reached agreement on the terms of a recommended cash
offer to be made by Willmott Dixon to acquire the entire issued and to be issued
ordinary share capital of Inspace, not already owned by Willmott Dixon. At the
date of this announcement, Willmott Dixon owns approximately 10.3 per cent. of
the issued share capital of Inspace.

In addition, the Panel has deemed that the shareholders in Willmott Dixon, and
certain other persons, who together hold a further 56.6 per cent. of the issued
share capital of Inspace, are acting in concert with Willmott Dixon for the
purposes of the Offer. Further details of the concert parties of Willmott Dixon
can be found at section 14 of this announcement.

Therefore, in aggregate, Willmott Dixon and those persons who are deemed to be
acting in concert with it, hold approximately 66.9 per cent. of the issued share
capital of Inspace.

2.      Summary of the recommended Offer

Willmott Dixon will offer to acquire, on the terms and subject to the conditions
set out below and in Appendix 1 and on the full terms which will be set out in
the Offer Document, the entire issued share capital of Inspace (other than those
Inspace Shares already held by Willmott Dixon) on the following basis:

for each Inspace Share 183 pence in cash

The Offer Price represents a premium of approximately 66.4 per cent. to
Inspace's share price of 110.0 pence at the close of business on 7 December
2007, being the last Business Day prior to the announcement by Inspace on 10
December that it was in talks with Willmott Dixon regarding a possible Offer by
Willmott Dixon for Inspace.

The terms of the Offer value Inspace's existing issued share capital at
approximately £148.2 million.

3.      Independent Directors

Since certain members of the Board of Inspace were involved in helping the Board
of Willmott Dixon formulate the Offer and/or hold financial interests in the
issued share capital of Willmott Dixon, the Board of Inspace constituted an
Independent Committee of the Board to consider the Offer. This Independent
Committee consists of David Batchelor, Duncan Forbes and Christopher Sheridan.

4.      Background to and reasons for the Offer

The Board of Willmott Dixon does not believe that the expected benefits of the
demerger and subsequent admission to AIM of Inspace in May 2005 have been fully
realised by Inspace Shareholders.

In particular, it believes that a lack of liquidity in Inspace Shares has led to
a volatile share price since its admission and, on occasions, significant price
movements which have been driven by only modest trading volumes.

Furthermore, the Board of Willmott Dixon believes that the recent turmoil in the
credit markets has and will continue to accentuate these unfavourable
conditions, especially within the wider construction sector. This, it believes,
will also have negative repercussions on the ability of companies such as
Inspace to raise additional equity capital in the public markets.

This, coupled with the significant cost and management constraints associated
with a stock market listing, lead the Board of Willmott Dixon to consider that
the future of Inspace is best served away from the public markets.

Upon the Offer for Inspace becoming wholly unconditional, and as part of an
integrated strategy going forward, the Board of Willmott Dixon will seek to
restructure the combined business. Principally, this would involve, in due
course, the transfer of the corporate assets division of Inspace under the
control of Willmott Dixon.

The resultant Willmott Dixon business will be a focused provider of
construction, maintenance and interior fit out services to the commercial and
public sectors. Correspondingly, Inspace will be entirely focused on the
provision of social and affordable housing to the UK market.
5.      Background to and reasons for recommending the Offer

Since its demerger from Willmott Dixon in January 2005 and subsequent flotation
on AIM, Inspace has made good progress in positioning itself in line with the
Board's view of likely future government expenditure on social and affordable
housing. The acquisition of Widacre in August 2006 from Willmott Dixon
represented an important part of Inspace's strategy, strengthening the Inspace
Group's position in the social housing market, providing access to the private
housing market, bringing to the group a number of new relationships with
registered social landlords ('RSLs') and providing new build skills for both the
social housing and affordable homes markets.

This progress was reflected in the interim results of the Inspace Group for the
six months ended 30 June 2007 with earnings per share (on a diluted and adjusted
basis) up 35 per cent. and improved visibility of future revenue.

Despite this progress, the Independent Directors of Inspace continue to see a
number of challenges in growing the Inspace business. As previously announced
and set out under the Current Trading section of this announcement, the Board of
Inspace believes there remains uncertainty regarding the Company's ability to
meet its short and medium term forecasts. The Board believes this uncertainty
arises, inter alia, by reason of margin pressure on existing contracts within
maintenance and stock reinvestment and the difficulty in winning new contracts
in this area at margins which the Board believes are acceptable, reducing demand
for certain of the Corporate Assets division's services and increased near term
risk associated with the affordable housing division.

The Independent Directors of Inspace believe these risks, in addition to general
market uncertainties, have led to a recent fall in Inspace's share price. Prior
to the announcement on 10 December 2007, the fall over the last six months has
been in excess of the fall in the benchmark indices during that period and more
in line with the fall during that period experienced by UK listed house
builders. In addition, the Independent Directors believe that share price growth
has been inhibited by a number of other issues including the relative low
liquidity of the Inspace Shares, due to the aggregate holding of approximately
67 per cent. held by the Willmott and Dixon family members and Willmott Dixon,
and the need to further develop the Board structure.

The Independent Directors have considered the possibility of finding alternative
buyers for Inspace. However, in light of the aggregate shareholdings of the
Willmott and Dixon families and Willmott Dixon's shareholding in Inspace, the
Independent Directors have concluded that this was unlikely.

Against this background, the Independent Directors consider the Offer to be made
by Willmott Dixon to be fair and reasonable and, in the absence of a higher
offer, should be put to shareholders.

6.      Independent Directors' recommendation

The Independent Directors, who have been so advised by their financial adviser,
Dresdner Kleinwort, consider the terms of the Offer to be fair and reasonable.
In giving its advice to the Independent Directors, Dresdner Kleinwort has taken
into account the Independent Directors' commercial assessments.

Accordingly, in the absence of a higher offer, the Independent Directors
unanimously recommend that Inspace Shareholders accept the Offer.

The Independent Directors who hold Inspace Shares have given irrevocable
undertakings to Willmott Dixon to accept the Offer in respect of their legal and
beneficial holdings in such shares, which in aggregate amount to 640,183 Inspace
Shares representing approximately 0.8 per cent. of the existing issued ordinary
share capital of Inspace. These undertakings will remain binding in the event of
a higher offer.

7.      Irrevocable Undertakings

Willmott Dixon has received irrevocable undertakings from those Inspace
Directors who hold Inspace Shares to accept the Offer (and, in certain cases, to
procure the acceptance of the Offer by certain persons connected with them) in
respect of a total of 5,958,587 Inspace Shares, representing in aggregate
approximately 7.4 per cent. of the existing issued share capital of Inspace.

Willmott Dixon has also received irrevocable undertakings from certain other
shareholders to accept the Offer (and, in certain cases, to procure the
acceptance of the Offer by certain persons connected with them) in respect of a
total of 32,206,281 Inspace Shares, representing in aggregate approximately 39.8
per cent. of the existing issued share capital of Inspace.

All of the above undertakings continue to be binding even if a competing offer
is announced for Inspace which exceeds the value of the Offer and whether or not
such competing offer is recommended for acceptance by the Inspace Board.

In addition, Willmott Dixon has received a further irrevocable undertaking to
accept the Offer in respect of 5,082,878 Inspace Shares, representing
approximately 6.3 per cent. of the existing issued share capital of Inspace.
This undertaking will cease to be binding if a competing offer is announced for
Inspace which exceeds the value of the Offer by not less than 10 per cent.

In aggregate, therefore, Willmott Dixon has received irrevocable undertakings to
accept the Offer (and, in certain cases, to procure the acceptance of the Offer)
in respect of 43,247,746 Inspace Shares, representing approximately 53.4 per
cent. of the existing issued share capital of Inspace.

All of the above irrevocable undertakings will lapse if an event occurs which
means that Willmott Dixon is no longer required by the Code to proceed with the
Offer or the Offer lapses or is withdrawn.

Further details of the irrevocable undertakings are contained in Appendix 3 to
this announcement.

8.      Financing the Offer

The cash consideration payable under the Offer will be funded through a
combination of the existing cash resources of  Willmott Dixon and bank debt. 
Full details of the financing arrangements will be set out in the Offer
Document. It is the intention to refinance a proportion of this bank debt as
soon as is reasonably practicable after the Offer  has become or being declared
unconditional in all respects through the Proposed Underwritten Equity Issue,
with maximum  underwriting commitments in respect of the equity issue in the sum
of approximately £32.0 million. Seymour Pierce is satisfied that sufficient
financial resources are available to Willmott Dixon to satisfy in full the cash
consideration payable to Inspace Shareholders in the event of full acceptance of
the Offer.

9.      Information on Willmott Dixon

Willmott Dixon is a leading provider of construction services across England and
Wales. The principal services of Willmott Dixon surround the construction and
development of real estate assets across a variety of sectors including
commercial, health, education, law and order, leisure and hotels. Willmott Dixon
also offers a range of construction related consultancy services through its
Re-Thinking division.

In addition to its operations within the private sector, Willmott Dixon operates
a focused public sector operation. Willmott Dixon Public Private Investments
Limited aims to specialise in assembling bids, developing projects and
ultimately holding assets in what it sees is a growing market for public private
partnerships.

For the year ended 31 December 2006, Willmott Dixon had total sales of £359.3
million (2005 £412.7 million) and pre-exceptional profit before tax of £8.7
million (2005 £10.5 million), with net assets at that date of £27.9 million
(2005 £23.7 million).

The decline in the reported turnover and profit of Willmott Dixon in 2006 was
due to the disposal of Widacre Limited, a subsidiary undertaking of Willmott
Dixon, which was sold to Inspace in August 2006.

In its unaudited interim accounts for the six months ended 30 June 2007 Willmott
Dixon reported total sales of £178.4 million (2006 £192.1 million) and
pre-exceptional profit before tax of £4.1 million (2006 £3.9 million) with net
assets at that date of £29.6 million (2006 £27.7 million).

Further financial information on Willmott Dixon can be found in Appendix III to
the Offer Document.

10.  Information on Inspace

Inspace plc is a property based services company, providing specialist services
to the social and affordable housing markets. It was demerged from Willmott
Dixon in January 2005 and acquired Widacre from Willmott Dixon in August 2006.

Inspace has three divisions: social housing, affordable housing and corporate
assets.

Social Housing- creating and maintaining sustainable homes

The division is one of the UK's specialist service providers to social housing
landlords through long term framework contracts. Its services comprise major
'repair and maintenance', 'stock reinvestment' and new build programmes for
local authorities, Arms Length Management Organisations (ALMOs) and Registered
Social Landlords (RSLs).

Affordable Housing - developing integrated communities

The affordable housing division specialises in the provision of low cost homes
for sale, usually in partnership with RSLs, and alongside social housing built
by the Social Housing division, as part of more extensive mixed tenure schemes.
It has already established a number of joint venture companies with RSLs and
through its involvement in the Key London Alliance consortium, has been
appointed to provide mixed tenure developments under the Government's London
Wide Initiative.

Corporate Assets - improving and maintaining public and private real estate

The corporate assets division provides a comprehensive repair, maintenance,
capital works and interior fit-out service across public and private sector
non-residential real estate.
For the year ended 31 December 2006, Inspace had total sales of £175.1 million
(2005: £147.5 million) and profit before tax of £9.5 million (2005: £7.4
million), with net assets at that date of £32.6 million (2005: £16.0 million).
In its unaudited interim accounts for the six months ended 30 June 2007 Inspace
reported total sales of £139.9 million (2006: £62.6 million) and profit before
tax of £5.4 million (2006: £3.7 million) with net assets at that date of £36.1
million (2006: £17.8 million).
11.  Current trading and prospects of Inspace

On 10 December 2007, Inspace issued the following update on current trading and
prospects:

'Despite a more challenging second half year, overall trading is in line with
market forecasts for the year ended 31 December 2007. As usual, there are issues
to be resolved before the accounts are closed, most notably the agreement of
annual performance-related incentive payments with clients. Whilst these are
running at higher levels than normal, the Directors remain optimistic that
satisfactory settlements will be reached.
Social housing
Our core Social Housing market remains robust, particularly in terms of new
build activity which is expected to provide the majority of future revenues for
this division. With many good opportunities on the ground, sales and
preconstruction teams are working across a variety of framework and project
specific bids, and conversion rates are good. Sourcing land and securing
planning consents remain the key frustrations for social housing customers,
creating the main constraint on what might otherwise be higher growth rates.
Decent Homes work continues to be difficult for Inspace to procure with pricing
levels becoming more aggressive as existing programmes draw to an end. This has
now translated into growing competitiveness on maintenance tenders, in part due
to Decent Homes contractors migrating into this area.

Affordable housing
Recent uncertainty about house prices is now impacting our Affordable Housing
division. In some instances, launch prices have been reduced in order to keep
reservation levels at an acceptable level. Investor interest, which has
traditionally fed a material proportion of sales, has declined in broad terms
although we are seeing some larger strategic investors prepared to speculate on
multiple unit deals in order to induce greater discounts. With just four
developments currently on site, we are less exposed to short term market
fluctuations than the volume builders. One of those sites will be complete in
the first quarter of 2008 and is fully sold; the second, launched in the summer,
is almost fully reserved. The two remaining sites have just been launched with
all unit sales budgeted for the last quarter of 2008. Looking further ahead, the
three London Wide Initiative and Dee Park regeneration schemes provide the
backbone of our sales programme from 2009.
Corporate assets
Our Corporate Assets division operates in two sectors: the property maintenance
sector and the interior fit-out sector. The former remains robust in terms of
volume, albeit the fragmented structure of the supply side and low barriers to
entry continue to create a competitive pricing environment. Efforts to segment
our customer base, growing volumes with higher spending property portfolio
holders and reducing volumes with those offering lower or less predicable
spending patterns, continues and is progressing satisfactorily alongside the
roll-out of the new technology platform aimed at improving efficiency.
Interior fit-out remains our most volatile sector, being dependent upon the
commercial office market, particularly in central London. Whilst we have seen
good growth during 2007, we are now seeing reduced confidence levels, a
corresponding reduction in our sales pipeline and some pending orders being
shelved.
Forward order book
The forward order book at the year end is expected to be marginally lower than
our declared targets of 85 per cent. of revenue for the Social Housing division
and 75 per cent. for the Corporate Assets division. The Social Housing
shortfall, which relates mainly to maintenance activity, will be rectified if we
secure a maintenance contract with Birmingham City Council where a decision is
expected early in the New Year. The Corporate Assets shortfall relates mainly to
interior fit-out where we are more exposed approaching 2008 than we would have
liked. Experience has taught us that volumes can also improve quickly, but we
are monitoring the position carefully and will retain the flexibility to reduce
capacity if required.
Revenues in the Affordable Housing division are becoming less predictable, with
a noticeable reduction in viewings and reservations over recent weeks.'

Since 10 December 2007, Inspace has been advised by Birmingham City Council that
it is the Council's intention to award Inspace the housing maintenance contract
for the north area of the city for a period of four and a half years with the
possibility of a further three year extension. Subject to contracts being
concluded, which cannot occur before 28 December 2007, the contract is expected
to contribute revenues of up to £100 million if extended for the full seven and
a half year period.

12.  Management and employees

Save for as is described in paragraph 4 above, Willmott Dixon intends to
continue to build upon the success of Inspace as a leading specialist within the
market for social and affordable housing and, in this respect, it has no current
intentions to either change the principal location of the operations of Inspace
or materially redeploy other significant assets within the business, although it
may consider any potential opportunities if and when they were to arise.

Willmott Dixon attaches importance to the skills and experience of the
management team and employees of Inspace.  Willmott Dixon has therefore
confirmed to the Independent Directors that the existing employment rights,
including pension rights, of the employees of Inspace will be fully safeguarded
and that it has no current intentions to materially change their conditions of
employment.

In the period following the Offer becoming or being declared unconditional in
all respects, David Batchelor intends, at an appropriate time, to step down from
the board of Inspace on specific terms to be agreed. David will only receive any
payments in relation to the termination of his appointment in line with any
contractual entitlement.

Upon the Offer becoming or being declared unconditional in all respects and
subject to the passing of a shareholder resolution by Willmott Dixon
shareholders, Willmott Dixon intends to implement a Group Reorganisation,
pursuant to which Willmott Dixon Holdings (a newly formed company) will become
the parent company of Willmott Dixon.

If the Group Reorganisation does occur, a new board of directors will need to be
appointed in respect of Willmott Dixon Holdings, whose members will be drawn
from certain individuals currently serving on either the Willmott Dixon or
Inspace boards as follows:

• Colin Enticknap (currently Group Chairman of Willmott Dixon
and Executive Chairman of Inspace) will be appointed as a director and Group
Chairman of Willmott Dixon Holdings;

• Rick Willmott (currently Chief Executive Officer of Willmott
Dixon) will be appointed as a director and Group Chief Executive of Willmott
Dixon Holdings;

   • Andrew Telfer (currently Chief Financial Officer of Inspace) will be
    appointed as a director of Willmott Dixon Holdings;


   • Christopher Sheridan (currently Non-Executive Deputy Chairman of
    Inspace) will be appointed as a non-executive director of Willmott Dixon
    Holdings;


   • Stephen Dixon (currently a non-executive director of Willmott Dixon)
    will be appointed as a non-executive director of Willmott Dixon Holdings

In addition, if the Group Reorganisation does occur, it is proposed that the
boards of Willmott Dixon and Inspace will eventually be constituted as follows:

Board of Willmott Dixon

• Rick Willmott will remain as a director and will be appointed
as Chairman of Willmott Dixon;

   • John Frankiewicz will remain as a director and will be appointed as
    Chief Executive Officer of Willmott Dixon;


   • Sir Michael Latham will remain as Non Executive Deputy Chairman of
    Willmott Dixon;

• Duncan Canney will become a director of Willmott Dixon;

   • Duncan Forbes (currently a director of Inspace) will be appointed as a
    director of Willmott Dixon;

• Colin Enticknap will resign as a director and Stephen Dixon
will resign as a non-executive director of Willmott Dixon

Board of Inspace

• Rick Willmott will be appointed as a director and Chairman of
Inspace;

   • Chris Durkin will remain as a director and be appointed as Chief
    Executive Officer of Inspace;

• Duncan Canney will become a director of Inspace

   • Andrew Telfer will remain as a director of Inspace;


   • Sir Michael Latham will be appointed as a Non Executive Deputy Chairman
    of Inspace;


   • Both Colin Enticknap and Duncan Forbes will resign as directors and
    Christopher Sheridan will resign as a non-executive director of Inspace

It is not currently intended that those individuals who come to serve on the
boards of Willmott Dixon Holdings, Willmott Dixon or Inspace will, in the short
term, be offered any significantly improved conditions of service than they
currently enjoy with Willmott Dixon or Inspace.

In the event that the Offer becomes or is declared unconditional in all respects
and the Group Reorganisation does not occur, it is intended that, save for David
Batchelor (whose intentions have been described above), the boards of Willmott
Dixon and Inspace will remain unchanged. Thereafter, Willmott Dixon would intend
to put in place appropriate arrangements such that the management structure of
the combined Willmott Dixon and Inspace businesses materially reflect the
management structure that would have been in place had the proposed Group
Reorganisation been effected.

13.  Inspace Share Option Schemes

The Offer will extend to any Inspace Shares issued or unconditionally allotted
or issued whilst the Offer remains open for acceptance (or by such earlier date
as Willmott Dixon, subject to the Code, may decide), including any Inspace
Shares unconditionally allotted or issued upon exercise of options under the
Inspace Share Option Schemes. To the extent that such options are not so
exercised, and if the Offer becomes or is declared unconditional in all
respects, Willmott Dixon will make appropriate proposals to holders of options
in Inspace Shares in due course, to the extent required by the Code or the
Panel.

14.  Disclosure of interests in relevant securities of Inspace

At the date of this announcement, Willmott Dixon owns approximately 10.3 per
cent. of the issued share capital of Inspace. Willmott Dixon's issued ordinary
share capital is held by the shareholders listed below, all of whom are deemed,
by the Panel, to be acting in concert with Willmott Dixon for the purposes of
the Offer. Certain of the concert parties listed below do not hold Willmott
Dixon Shares but are, nevertheless, deemed to be acting in concert with Willmott
Dixon for the purposes of the Offer. In addition, certain of the concert parties
listed below also hold Inspace Shares. As regards the information disclosed
below in respect of interests in Inspace Shares (excluding share options or
other interests granted under Inspace Share Schemes) held by Willmott Dixon
shareholders and the other concert parties listed below, Willmott Dixon and the
Willmott Dixon Directors are reliant on those Willmott Dixon shareholders to
accurately provide such information. In some cases, that information has not
been independently confirmed to Willmott Dixon by Willmott Dixon shareholders
and Willmott Dixon and the Willmott Dixon Directors have therefore needed to
compile the information, where it is available, from published sources, which
may or may not be reliable.

Registered          Inspace          % of total issued share capital of
Holder              Shares           Inspace

Mrs D E Fisher         1,741,667                                      2.15%
Mrs P A
Willmott and
Mr Hill                        0                                      0.00%
Mr D Willmott            431,709                                      0.53%
Mr J Willmott            431,709                                      0.53%
Mr P Willmott            431,709                                      0.53%
Mrs L Willmott            14,775                                      0.02%
Mr W Willmott            431,709                                      0.53%
Mr & Mrs R
Moulton                2,490,738                                      3.07%
Dr A Millar            1,273,238                                      1.57%
Mr J F
Willmott                 918,544                                      1.13%
Mrs P N
Willmott               1,132,340                                      1.40%
Mr P W
Willmott               3,157,069                                      3.90%
Miss S
Willmott               1,893,133                                      2.34%
Revere
CharitableTrust
                       100,000                                      0.12%
Mr P W
Willmott & I R
Woolfe No 1              540,901                                      0.67%
Mr P W
Willmott & I R
Woolfe No 2            1,324,263                                      1.63%
P W Willmott
1992
Grandchildrens
Trust                  1,001,650                                      1.24%
Mrs P A
Willmott                  69,682                                      0.09%
Mr N J Fisher            499,071                                      0.62%
Mrs R Willmott           304,860                                      0.38%
Mrs E A Joyce            250,000                                      0.31%
Mr R J
Willmott               7,395,625                                      9.13%
Mr S I G Dixon         3,135,400                                      3.87%
Mrs A J Maylin           435,515                                      0.54%
Mr M G Dixon             435,515                                      0.54%
Lady Dixon             5,330,665                                      6.58%
Mr J W Bayliss           871,031                                      1.08%
Mrs E R
Bayliss                  783,927                                      0.97%
Mrs K Larkin             871,031                                      1.08%
Mrs M Carr/G
Carr                     114,431                                      0.14%
Mr M A Organ                   0                                      0.00%
Mr G Runcie               62,548                                      0.08%
Mr C Enticknap         3,561,496                                      4.40%
Mr C Durkin              622,788                                      0.77%
Mr A Telfer              329,173                                      0.41%
Mr J Campion             282,501                                      0.35%
Mr T Carpenter           282,501                                      0.35%
Mrs S M Canney            35,616                                      0.04%
Mrs C M Cantor            59,553                                      0.07%
Mrs J Hart                     0                                      0.00%
Sir Michael
Latham                   307,263                                      0.38%
Mr D Canney              174,297                                      0.22%
Mr B Drysdale            100,000                                      0.12%
Mr J
Frankiewicz              432,850                                      0.53%
Mr M Hart                182,948                                      0.23%
Ms W
McWilliams                96,648                                      0.12%
Mr P Owen                 75,195                                      0.09%
Mrs K Owen                 9,464                                      0.01%
Mr M Tant                 75,195                                      0.09%
Mrs S
Enticknap                643,832                                      0.79%
Enticknap
Trust 1                  150,000                                      0.19%
Enticknap
Trust 2                  150,000                                      0.19%
Enticknap
Trust 3                  150,000                                      0.19%
MrsT Willmott             92,500                                      0.11%
Mrs M Telfer             161,115                                      0.20%

          Total       45,849,390                                     56.60%

Note: The holding in Inspace Shares of Mr G Runcie of 62,548 Inspace Shares
includes 52,548 Inspace Shares which have been transferred to his spouse, but
have not, at the date of this announcement, been registered in her name.
As at the date of this announcement options or other interests over the
following Inspace Shares had been granted to or acquired by the following
persons (who are deemed to be acting in concert with Willmott Dixon) under the
Inspace Share Schemes and remained outstanding:

The Inspace plc Discretionary Share Option Scheme

Registered   Date of      Exercise      Number of Inspace Shares    Exercise
holder       Grant        Price         under option                Period
Mr A           5.4.2006         £1.69                      73,964   5.4.2009-
Telfer
                                                                      5.4.2016
Mr A          28.3.2007        £1.585                      75,000   28.3.2010-
Telfer
                                                                     28.3.2017
Mr G          28.3.2007        £1.585                      30,000   28.3.2010-
Runcie
                                                                     28.3.2017
The Widacre Limited Employee Share Acquisition Scheme
*            Date of      **Acquisition Number of Inspace Shares in ***Vesting
Beneficial   Allocation   Price         which interested            Date
Holder
Mr C          17.1.2006   6.79 pence                      122,788         2007
Durkin
Mr C          17.1.2006   6.79 pence                      122,788         2008
Durkin
Mr J           6.6.2006   6.79 pence                       73,673         2007
Campion
Mr J           6.6.2006   6.79 pence                       73,673         2008
Campion
Mr T           6.6.2006   6.79 pence                       73,673         2007
Carpenter
Mr T           6.6.2006   6.79 pence                       73,673         2008
Carpenter

*The legal title to the Inspace Shares held under the Widacre Limited Employee
Share Acquisition Scheme is held by Rathbone Jersey Trustees Limited and, until
such shares have vested, the individuals listed above hold a beneficial interest
in such shares subject to the risk of forfeiture.

**The acquisition price reflects the aggregate value payable by participants per
Inspace Share before they can obtain full ownership of the relevant shares
without the risk of forfeiture.

***Inspace Shares vest, subject to the achievement of certain Widacre Limited
PBT targets, in the financial year to 31 December 2007 and the financial year to
31 December 2008.

As at the date of this announcement, save as disclosed above (including the
irrevocable undertakings referred to above and the Inspace Shares represented
thereby), neither Willmott Dixon nor, so far as the Directors of Willmott Dixon
are aware, any person acting in concert with it, has any interest in or right to
subscribe for any relevant securities of Inspace nor are they party to any short
positions (whether conditional or absolute and whether in money or otherwise)
relating to relevant securities of Inspace, including any short positions under
derivatives, agreements to sell or any delivery obligations or rights to require
another person to purchase or take delivery of any relevant securities of
Inspace nor does any such person have any arrangement in relation to relevant
securities of Inspace. Neither Willmott Dixon nor the Directors of Willmott
Dixon nor, so far as Willmott Dixon is aware, any person acting in concert with
Willmott Dixon, has borrowed or lent any relevant securities of Inspace.

For these purposes, 'interest' includes any long economic exposure, whether
conditional or absolute, to changes in the prices of securities. A person is
treated as having an 'interest' by virtue, inter alia, of the ownership or
control of securities or by virtue of any option in respect of, or derivative
referenced to, securities. 'Relevant securities' in Inspace include any
securities of Inspace which are being offered for under the Offer or carry
voting rights, any equity share capital of Inspace and any securities of Inspace
carrying conversion or subscription rights into any of the foregoing.

15.  Cancellation of trading, compulsory acquisition and re-registration

If the Offer becomes or is declared unconditional in all respects and if
sufficient acceptances are received under the Offer, Willmott Dixon intends to
exercise its rights pursuant to the provisions of Part 28 of the Companies Act
2006 to acquire compulsorily the remaining Inspace Shares to which the Offer
relates on the same terms as the Offer.

If Willmott Dixon acquires, by virtue of its shareholdings and acceptances of
the Offer, Inspace Shares carrying at least 75 per cent. of the voting rights of
Inspace, subject to the Offer becoming or being declared unconditional in all
respects, and subject to any applicable requirements of the AIM Market, as soon
as practicable thereafter, Willmott Dixon intends to procure that Inspace
applies to the AIM Market to cancel admission of its shares to trading on the
AIM Market.

The cancellation of admission to trading on AIM of Inspace Shares would
significantly reduce the liquidity and marketability of any Inspace Shares held
by Inspace Shareholders who have not accepted the Offer.

It is proposed that as soon as practicable following the Offer becoming or being
declared unconditional in all respects Inspace will be re-registered as a
private company.

16.  General

Your attention is drawn to the further information contained in the Appendices
which form part of this announcement.

The full text of the conditions and further terms of the Offer set out in
Appendix 1 to this announcement forms part of, and should be read in conjunction
with, this announcement.

Appendix 2 to this announcement provides details of the basis of calculations
and sources of certain information included in this announcement.

Appendix 3 to this announcement contains details of the irrevocable undertakings
received in relation to the Offer.

Appendix 4 to this announcement contains definitions of certain terms used in
this announcement.

The Offer Document setting out in full the terms and conditions of the Offer is
expected to be posted to Inspace Shareholders as soon as practicable and must,
in any event, be posted to Inspace Shareholders not later than 28 days after the
date of this announcement unless otherwise agreed with the Panel.

Enquiries:

Seymour Pierce (Financial Adviser to Willmott Dixon)
Douglas Harmer [phone]
Mark Percy [phone]

Dresdner Kleinwort (Financial Adviser to Inspace)
Chris Treneman [phone]
Christian Littlewood [phone]
Keith Welch [phone]

Seymour Pierce, which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting exclusively for Willmott Dixon in
connection with the Offer and no-one else and will not be responsible to anyone
other than Willmott Dixon for providing the protections afforded to clients of
Seymour Pierce nor for providing advice in relation to the Offer or any other
matter referred to in this announcement.

Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Inspace (in the form of the Independent
Directors) and for no-one else in connection with the Offer and will not be
responsible to anyone other than Inspace (in the form of the Independent
Directors) for providing the protections afforded to clients of Dresdner
Kleinwort Limited nor for affording advice in relation to the Offer or any other
matter referred to in this announcement.

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 will be made solely
through the Offer Document and, in the case of certificated Inspace Shares, the
Form of Acceptance, which will 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 the Form of Acceptance.

The release, distribution or publication 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. Copies of this
announcement and any documentation relating to the Offer are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in or into or from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send such documents in or into or from a
Restricted Jurisdiction. The Offer (unless otherwise determined by Willmott
Dixon and permitted by applicable law and regulation), will not be made,
directly or indirectly, in or into, or by the use of the mails, or by any means
of instrumentality (including without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of a
national securities exchange of any Restricted Jurisdiction, and the Offer will
not be capable of acceptance from or within any Restricted Jurisdiction.

This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning
Willmott Dixon, Inspace and their respective subsidiaries. Generally, the words
'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends',
'anticipates' or similar expressions identify forward-looking statements. The
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely, such as future
market conditions and behaviours of other market participants, and therefore
undue reliance should not be placed on such statements. Willmott Dixon and
Inspace assume no obligation and do not intend to update these forward-looking
statements, except as required pursuant to applicable law.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of
'relevant securities' of Inspace, all 'dealings' in any 'relevant securities' of
that company (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 Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the 'Offer Period' otherwise ends. 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
Inspace, 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 Code, all 'dealings' in 'relevant
securities' of Inspace by Willmott Dixon or Inspace, or by any of their
respective 'associates', must be disclosed by no later than 12.00 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 virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the 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.



APPENDIX 1

CONDITIONS AND CERTAIN FURTHER TERMS
OF THE OFFER

The Offer will comply with the applicable rules and regulations of the Code and
will be governed by English law and will be subject to the jurisdiction of the
courts of England. In addition it will be subject to the terms and conditions
set out in this Appendix 1, the further terms set out in the Offer Document and,
in relation to Inspace Shares held in certificated form, the related Form of
Acceptance.

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 1.00 p.m. (London time) on the first closing date
of the Offer (or such later time(s) and/or date(s) as Willmott Dixon may,
subject to the rules of the Code or with the consent of the Panel, decide) in
respect of not less than 90 per cent. (or such lower percentage as Willmott
Dixon may decide) in nominal value of the Inspace Shares to which the Offer
relates and not less than 90 per cent. (or such lower percentage as Willmott
Dixon may decide) of the voting rights carried by the Inspace Shares to which
the Offer relates, provided that this condition will not be satisfied unless
Willmott Dixon (together with its wholly owned subsidiaries) shall have acquired
or agreed to acquire (whether pursuant to the Offer or otherwise) directly or
indirectly Inspace Shares carrying in aggregate more than 50 per cent. of the
voting rights then normally exercisable at general meetings of Inspace,
including for this purpose (except to the extent, if any, required by the Panel)
any such voting rights attaching to Inspace Shares that are unconditionally
allotted or 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.
For the purposes of this condition:

(i)                 Inspace Shares which have been unconditionally allotted
shall be deemed to carry the voting rights they will carry upon issue;

(ii)               the expression 'Inspace Shares to which the Offer relates'
shall be construed in accordance with Part 28 of the Act; and

(iii)              valid acceptances shall be deemed to have been received in
respect of any Inspace Shares which Willmott Dixon shall, pursuant to section
979 of the Act, be treated as having acquired or contracted to acquire by virtue
of acceptance of the Offer;

(b)          no Third Party having intervened (as defined below) and there not
continuing to be outstanding any statute, regulation or order of any Third Party
in each case which would or might reasonably be expected, to an extent which is
material to the Wider Inspace Group or the Wider Willmott Dixon Group, as the
case may be, each taken as a whole to:

(i)               make the Offer, its implementation or the acquisition or
proposed acquisition by Willmott Dixon of any shares or other securities in, or
control of, Inspace or any member of the Wider Inspace Group void, illegal or
unenforceable in any relevant jurisdiction, or otherwise directly or indirectly
restrain, prevent, prohibit, restrict or delay the same or impose additional
conditions or obligations with respect to the Offer or such acquisition, or
otherwise impede, challenge or interfere with the Offer or such acquisition, or
require amendment to the terms of the Offer or the acquisition or proposed
acquisition of any Inspace Shares or the acquisition of control of Inspace or
the Wider Inspace Group by Willmott Dixon;

(ii)              limit or delay, or impose any material limitations on, the
ability of Willmott Dixon or any member of the Wider Inspace Group to acquire or
to hold or to exercise effectively, directly or indirectly, all or any rights of
ownership in respect of shares or other securities in, or to exercise voting or
management control over, any member of the Wider Inspace Group;

(iii)            require, prevent or materially delay the divestiture by
Willmott Dixon of any shares or other securities in any member of the Wider
Inspace Group;

(iv)             require, prevent or materially delay the divestiture either by
Willmott Dixon or by any member of the Wider Inspace Group of all or any
material portion of their respective businesses, assets or properties or limit
the ability of any of them to conduct any of their respective businesses or to
own or control any of their respective assets or properties or any portion
thereof, in any such case in a manner or to an extent which is material in the
context of Willmott Dixon Group taken as a whole or, as the case may be, the
Wider Inspace Group taken as a whole;

(v)              except pursuant to Part 28 of the Act, require Willmott Dixon
or any member of the Wider Inspace Group to acquire, or to offer to acquire, any
shares or other securities (or the equivalent) in any member of either the
Willmott Dixon Group or the Wider Inspace Group owned by any third party;

(vi)             materially limit the ability of Willmott Dixon or any member of
the Wider Inspace Group to conduct or integrate its business, or any part of it,
with the businesses or any part of the businesses of any other member of the
Wider Inspace Group; or

(vii)           otherwise materially and adversely affect the financial or
trading position of any member of the Wider Inspace Group or, as the case may
be, the Wider Inspace Group taken as a whole,

and all applicable waiting and other time periods during which any Third Party
could intervene under the laws of any relevant jurisdiction having expired,
lapsed or been terminated.

(c)          all Authorisations which are necessary or are reasonably considered
necessary by Willmott Dixon in any relevant jurisdiction for or in respect of
the Offer or the acquisition or proposed acquisition of any shares or other
securities in (except pursuant to Part 28 of the Act), or control or management
of, Inspace or any other member of the Wider Inspace Group by Willmott Dixon or
the carrying on by any member of the Wider Inspace Group of its business having
been obtained, in terms and in a form reasonably satisfactory to Willmott Dixon,
from all appropriate Third Parties, in each case, where the absence of such
Authorisation would have a material adverse effect on the Wider Inspace Group or
the Wider Willmott Dixon Group, as the case may be, each taken as a whole, and
all such Authorisations remaining in full force and effect and there being no
notice or intimation of any intention to revoke, suspend, restrict, modify or
not to renew any of the same;

(d)          save as Publicly Announced or Disclosed there being no provision of
any arrangement, agreement, licence, permit, franchise or other instrument to
which any member of the Wider Inspace Group is a party, or by or to which any
such member or any material part of its assets is or are or may be bound,
entitled or subject or any circumstance, which, in each case as a consequence of
the Offer or the acquisition or proposed acquisition of any shares or other
securities in, or control of, Inspace or any other member of the Wider Inspace
Group by Willmott Dixon or otherwise, could or might reasonably be expected (in
any case, to an extent which is or in a manner which is material to the Wider
Inspace Group or the Wider Willmott Dixon Group, as the case may be, each taken
as a whole) to result in:

(i)               any amount of monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to, any member of
the Wider Inspace Group being or becoming repayable or capable of being declared
repayable immediately or prior to its stated repayment date or the ability of
any member of the Wider Inspace Group to borrow monies or incur any indebtedness
being withdrawn or inhibited or becoming capable of being withdrawn;

(ii)              the creation or enforcement of any mortgage, charge or other
security interest over the whole or any substantial part of the business,
property, assets or interests of any member of the Wider Inspace Group or any
such mortgage, charge or other security interest (wherever created, arising or
having arisen) becoming enforceable;

(iii)            any such arrangement, agreement, licence, permit, franchise or
instrument, or the rights, liabilities, obligations or interests of any member
of the Wider Inspace Group thereunder, being, or becoming capable of being,
terminated or adversely modified or affected or any adverse action being taken
or any obligation or liability arising thereunder;

(iv)             any asset or interest of any member of the Wider Inspace Group
being or falling to be disposed of or ceasing to be available to any member of
the Wider Inspace Group or any right arising under which any such asset or
interest could be required to be disposed of or could cease to be available to
any member of the Wider Inspace Group;

(v)              any member of the Wider Inspace Group ceasing to be able to
carry on business under the name which it presently carries on its business;

(vi)             the creation of any liabilities (actual or contingent) by any
member of the Wider Inspace Group;

(vii)           the rights, liabilities, obligations or interests of any member
of the Wider Inspace Group under any such arrangement, agreement, licence,
permit, franchise or other instrument or the interests or business of any such
member in or with any other person, firm, company or body (or any arrangement or
arrangements relating to any such interests or business) being terminated or
adversely modified or affected; or

(viii)          the financial or trading position or the value of any member of
the Wider Inspace Group being prejudiced or adversely affected; and

(ix)            no event having occurred which, under any provision of any such
arrangement, agreement, licence, permit or other instrument, would, or might
reasonably be expected to, result in any of the events or circumstances which
are referred to in paragraphs (i) to (viii) of this condition (d);

(e)          since 31 December 2006 and except as otherwise Publicly Announced
or Disclosed, no member of the Wider Inspace Group having (in any case, to an
extent which or in a manner which is material to the Wider Inspace Group or the
Wider Willmott Dixon Group, as the case may be, each taken as a whole):

(i)               issued or agreed to issue, or authorised the issue of,
additional shares of any class, or securities convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such shares
or convertible securities or transferred or sold any shares out of treasury,
other than as between Inspace and wholly-owned subsidiaries of Inspace and other
than any shares issued or shares transferred from treasury upon the exercise of
any options granted under any of the Inspace Share Option Schemes;

(ii)              purchased or redeemed or repaid any of its own shares or other
securities or reduced or made any other change to any part of its share capital;

(iii)            recommended, declared, paid or made any dividend or other
distribution whether payable in cash or otherwise or made any bonus issue, other
than a distribution by any wholly-owned subsidiary of Inspace;

(iv)             except than as between members of the Inspace Group, made,
committed to make, authorised, proposed or announced any change in its loan
capital;

(v)              (other than any acquisition or disposal in the ordinary course
of business and/or a transaction between Inspace and a wholly owned subsidiary
of Inspace or between such wholly owned subsidiaries) merged with, demerged or
acquired any body corporate, partnership or business or acquired or disposed of
or transferred, mortgaged, charged or created any security interest over any
assets or any right, title or interest in any assets, including shares in any
undertaking and trade investments, or authorised the same;

(vi)             issued, authorised or approved the issue of, or authorisation
of or made any change in or to, any debentures;

(vii)           entered into, varied, or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which:

(A)                   is of a long term, onerous or unusual nature or magnitude
(or which could be reasonably expected to involve an obligation of such a nature
or magnitude); or

(B)                   would or might reasonably be expected to restrict the
business of any member of the Wider Inspace Group; or

(C)                  is other than in the ordinary course of business;

(viii)          entered into, implemented, effected or authorised any merger,
demerger, reconstruction, amalgamation, scheme, commitment or other transaction
or arrangement in respect of itself or another member of the Wider Inspace Group
otherwise than in the ordinary course of business;

(ix)            entered into or varied the terms of, any contract, agreement or
arrangement with any of the directors or senior executives of any member of the
Wider Inspace Group;

(x)             taken any corporate action or had any legal proceedings
instituted or threatened against it or petition presented or order made for its
winding-up (voluntarily or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of or over all or any part of its assets and revenues or any
analogous proceedings in any jurisdiction or appointed any analogous person in
any jurisdiction;

(xi)            been unable, or admitted in writing that it is unable, to pay
its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business;

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

(xiii)         made any alteration to its memorandum or articles of association;

(xiv)         made or agreed or consented to:

(A)           any significant change:

(1)        to the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees or their dependants; or

(2)        to the benefits which accrue or to the pensions which are payable
thereunder; or

(3)        to the basis on which qualification for, or accrual or entitlement to
such benefits or pensions are calculated or determined; or

(4)        to the basis upon which the liabilities (including pensions) of such
pension schemes are funded or made; or

(B)                   any change to the trustees including the appointment of a
trust corporation but excluding any appointment of a member nominated trustee in
accordance with existing nomination arrangements or one company appointment to
fill a trustee vacancy,

(xv) proposed, agreed to provide or modified the terms of any share option
scheme or incentive scheme of the Wider Inspace Group;

(xvi) save as between Inspace and its wholly-owned subsidiaries, granted any
material lease in respect of any of the leasehold or freehold property owned or
occupied by it or transferred or otherwise disposed of any such property; or

(xvii) entered into any agreement, commitment or arrangement or passed any
resolution or proposed or announced any intention with respect to any of the
transactions, matters or events referred to in this condition (e);

(f)            except as Publicly Announced or Disclosed:

(i) there having been no adverse change or deterioration in the business,
assets, financial or trading positions or profit of any member of the Wider
Inspace Group to an extent which is material in the context of the Wider Inspace
Group or the Wider Willmott Dixon Group, as the case may be, each taken as a
whole;

(ii) no contingent or other liability of any member of the Wider Inspace Group
having arisen or become apparent or increased which is material in the context
of the Wider Inspace Group or the Wider Willmott Dixon Group, as the case may
be, each taken as a whole;

(iii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Inspace Group is may or become a
party (whether as claimant, defendant or otherwise) having been announced or
instituted by or against or remaining outstanding against or in respect of any
member of the Wider Inspace Group which in any case might reasonably be expected
to materially and adversely affect the Wider Inspace Group or the Wider Willmott
Dixon Group, as the case may be, each taken as a whole; and

(iv) (other than as a result of the Offer) no enquiry or investigation by, or
complaint or reference to, any Third Party having been announced or instituted
by or against or remaining outstanding against or in respect of any member of
the Wider Inspace Group, which in any case materially and adversely affects the
Wider Inspace Group or the Wider Willmott Dixon Group, as the case may be, each
taken as a whole.

(g)          except as Publicly Announced or Disclosed, Willmott Dixon not
having discovered:

(i)                 that any financial or business or other information
concerning the Wider Inspace Group disclosed at any time by or on behalf of any
member of the Wider Inspace Group, whether publicly or to Willmott Dixon, is
materially misleading or contains any misrepresentation of fact or omits to
state a fact necessary to make any information contained therein not materially
misleading and which was not subsequently corrected by specific disclosure
either publicly or otherwise to Willmott Dixon to an extent which in any case is
material in the context of the Wider Inspace Group taken as a whole; or

(ii)               that any member of the Wider Inspace Group is subject to any
liability (actual or contingent) which is not disclosed in Inspace's annual
report and accounts for the financial year ended 31 December 2006 or has
otherwise been Publicly Announced or Disclosed and which in any case is material
in the context of the Wider Inspace Group or the Wider Willmott Dixon Group, as
the case may be, each taken as a whole; or

(iii)              any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Inspace Group
to an extent which is material in the context of the Wider Inspace Group or the
Wider Willmott Dixon Group, as the case may be, each taken as a whole.

(h)          except to the extent Publicly Announced or Disclosed, Willmott
Dixon not having discovered:

(i)                 that any past or present member of the Wider Inspace Group
has not complied with any applicable legislation or regulations of any
jurisdiction with regard to the use, treatment, handling, storage, transport,
release, disposal, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment or harm
human health, or otherwise relating to environmental matters or the health and
safety of any person, or that there has otherwise been any such use, treatment,
handling, storage, transport, release, disposal, discharge, spillage, leak or
emission (whether or not this constituted a non-compliance by any person with
any legislation or regulations and wherever the same may have taken place)
which, in any case, would be reasonably likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of the Wider
Inspace Group; or

(ii)               that there is, or is reasonably likely to be, any liability,
whether actual or contingent, to make good, repair, reinstate or clean up any
property now or previously owned, occupied or made use of by any past or present
member of the Wider Inspace Group or any other property or any controlled waters
under any environmental legislation, regulation, notice, circular, order or
other lawful requirement of any relevant authority or third party or otherwise,

which in any case is material in relation to the Wider Inspace Group or the
Wider Willmott Dixon Group, as the case may be, each taken as a whole.

(i) For the purpose of these conditions:

(i)             'Third Party' means any central bank, government, government
department or governmental, quasi-governmental, supra-national, statutory,
regulatory or investigative body, authority (including any national anti-trust
or merger control authority), court, trade agency, association, institution or
environmental body or any other statutory person or body whatsoever in any
relevant jurisdiction;

(ii)            a Third Party shall be regarded as having 'intervened' if it has
decided to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any statute,
regulation, decision or order or taken any measures or other steps or required
any action to be taken or information to be provided and 'intervene' shall be
construed accordingly; and

(iii)          'Authorisations' means authorisations, orders, grants,
recognitions, determinations, certificates, confirmations, consents, licences,
clearances, permissions and approvals.

Subject to the requirements of the Panel, Willmott Dixon reserves the right to
waive in whole or in part all or any of conditions (b) to (i) inclusive.

Conditions (b) to (i) inclusive must be satisfied as at, or waived on or before
midnight 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, in each case, such later
date as Willmott Dixon, with the consent of the Panel, may decide). Willmott
Dixon shall be under no obligation to waive or determine to be, or treat as,
fulfilled, any of conditions (b) to (i) inclusive by a date earlier than the
date specified above for the fulfilment 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.

Except with the Panel's consent Willmott Dixon will not invoke any of the above
conditions (except for condition (a)) so as to cause the Offer not to proceed,
to lapse or be withdrawn unless the circumstances which give rise to the right
to invoke the relevant conditions are of material significance to Willmott Dixon
in the context of the Offer.

If Willmott Dixon is required by the Panel to make an offer for the Inspace
Shares under the provisions of Rule 9 of the Code, Willmott Dixon may make such
alterations to the terms and conditions of the Offer, including to condition
(a), as are necessary to comply with the provisions of that Rule.

Further Terms of the Offer

The Offer will lapse if it is referred to the Competition Commission before 1.00
p.m on the later of the first closing date of the Offer and the date on which
the Offer becomes or is declared unconditional as to acceptances (whichever is
the later).

Inspace Shares will be acquired by Willmott Dixon fully paid and free from all
liens, equitable interests, charges, encumbrances and other third party rights
of any nature whatsoever and together with all rights attaching to them,
including the right to receive and retain all dividends and distributions (if
any) declared, made or payable after the date of this announcement.

The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.

To permit Inspace Shareholders resident in Canada to accept the Offer, Willmott
Dixon has applied to the relevant securities regulatory authorities for orders
exempting the Offer from applicable take-over bid rules in Canada. Willmott
Dixon may treat as invalid any acceptance of the Offer made by a shareholder
resident in Canada unless Willmott Dixon is satisfied in its sole discretion
that it has received the necessary exemptions from such take-over bid rules

Except with the Panel's consent, Willmott Dixon will not invoke any of the above
conditions (except for condition (a)) so as to cause the Offer not to proceed,
to lapse or be withdrawn unless the circumstances which give rise to the right
to invoke the relevant conditions are of material significance to Willmott Dixon
in the context of the Offer.

If Willmott Dixon is required by the Panel to make an offer for the Inspace
Shares under the provisions of Rule 9 of the Code, Willmott Dixon may make such
alterations to the terms and conditions of the Offer as are necessary to comply
with the provisions of that Rule.



                                   APPENDIX 2

                        BASES AND SOURCES OF INFORMATION

(a)            The value attributed to the existing issued share capital of
Inspace is based upon the 81,001,690 Inspace Shares in issue on the date of this
announcement.

(b)            Unless otherwise stated, all prices for Inspace Shares have been
derived from the AIM Appendix to the Daily Official List and represent closing
middle market prices on the relevant date.

(c)            References to a percentage of Inspace Shares are based on the
number of Inspace Shares in issue as set out in paragraph (a) above.

                                   APPENDIX 3

                            IRREVOCABLE UNDERTAKINGS

The following holders of Inspace Shares have given irrevocable undertakings to
accept the Offer (or, in certain cases, to procure the acceptance of the Offer
by persons connected with them):

Name                 Number of Inspace Shares            % of issued share
                                                         capital of Inspace

Axa
Framlington
Investment
Management
Limited                                      5,082,878                    6.28%
Mr J W Bayliss
1                                            1,654,958                    2.04%
Mr D Canney 2                                  209,913                    0.26%
Mr J Campion                                   282,501                    0.35%
Mr T Carpenter                                 282,501                    0.35%
Mr M G Dixon                                   435,515                    0.54%
Mr S I G Dixon                               3,135,400                    3.87%
Lady Dixon                                   5,330,665                    6.58%
Mr C Durkin                                    622,788                    0.77%
Mr C Enticknap
3                                            4,205,328                    5.19%
Mrs D E Fisher                               1,741,667                    2.15%
D Forbes                                       540,183                    0.67%
Mr J
Frankiewicz                                    432,850                    0.53%
Sir Michael
Latham                                         307,263                    0.38%
Mrs A J Maylin                                 435,515                    0.54%
Revere
CharitableTrust
                                             100,000                    0.12%
Ms W
McWilliams                                      96,648                    0.12%
C Sheridan 4                                   100,000                    0.12%
Mr A Telfer 5                                  490,288                    0.61%
Mr J F
Willmott 6                                   1,223,404                    1.51%
Mrs P N
Willmott                                     1,132,340                    1.40%
Mr P W
Willmott                                     3,157,069                    3.90%
Mr P W
Willmott & I R
Woolfe No 1                                    540,901                    0.67%
Mr P W
Willmott & I R
Woolfe No 2                                  1,324,263                    1.63%
P W Willmott
1992
Grandchildrens
Trust                                        1,001,650                    1.24%
Mr R J
Willmott 7                                   7,488,125                    9.24%
Miss S
Willmott                                     1,893,133                    2.34%

             Total                          43,247,746                   53.39%

1 - Including a procurement obligation in respect of
783,927 Inspace Shares held by his spouse
2 - Including a procurement obligation in respect of
35,616 Inspace Shares held by his spouse
3 - Including a procurement obligation in respect of
643,832 Inspace Shares held by his spouse
4 - Including a procurement obligation in respect of
50,000 Inspace Shares held by his spouse
5 - Including a procurement obligation in respect of
161,115 Inspace Shares held by his spouse
6 - Including a procurement obligation in respect of
304,860 Inspace Shares held by his spouse
7 - Including a procurement obligation in respect of
92,500 Inspace Shares held by his spouse

All of these undertakings will continue to be binding even if a competing offer
is made for Inspace which exceeds the value of the Offer and even if such higher
offer is recommended for acceptance by the Board of Inspace.
In addition, Willmott Dixon has received a further irrevocable undertaking to
accept the Offer, from AXA Framlington Investment Management Limited, in respect
of 5,082,878 Inspace Shares, representing approximately 6.3 per cent. of the
existing issued share capital of Inspace. This undertaking will cease to be
binding if a competing offer is announced for Inspace which exceeds the value of
the Offer by not less than 10 per cent.
In aggregate, therefore, Willmott Dixon has received irrevocable undertakings to
accept the Offer (or procure the acceptance of the Offer) in respect of
43,247,746 Inspace Shares, representing approximately 53.4 per cent. of the
existing issued share capital of Inspace.

All of the above irrevocable undertakings will lapse if an event occurs which
means that Willmott Dixon is no longer required by the Code to proceed with the
Offer or the Offer lapses or is withdrawn.

                                        
                                   APPENDIX 4

                                  DEFINITIONS

The following definitions apply throughout this announcement unless the context
requires otherwise.

'Act'              Companies Act 1985 (as amended) or, where relevant, the
                   Companies Act 2006 and where any specific provision of the
                   Companies Act 1985 is referred to, this will include, where
                   relevant, any equivalent provision of the Companies Act
                   2006
'AIM'              the AIM Market of the London Stock Exchange
'Board'            the board of directors of Inspace or the board of directors
                   of Willmott Dixon, as the context so requires and the term
                   'Inspace Board' or 'Willmott Dixon Board' shall be construed
                   accordingly
'Business Day'     any day (other than a public holiday, Saturday or Sunday) on
                   which clearing banks in London are open for normal business
'Closing Price'    the closing middle market quotation of a Inspace Share as
                   derived from the AIM Appendix to the Daily Official List of
                   the London Stock Exchange
'Code'             The City Code on Takeovers and Mergers
'Directors'        the directors of Inspace or the directors of Willmott Dixon
                   at the date of this announcement, as the context so requires
                   and the term 'Inspace Directors' or 'Willmott Dixon
                   Directors' shall be construed accordingly
'Dresdner          Dresdner Kleinwort Limited
Kleinwort'
'EEA'              the European Economic Area
'Form of           the form of acceptance and authority relating to the Offer
Acceptance'        which will accompany the Offer Document when issued
'Group             apossible reorganisation of the Willmott Dixon Group,
Reorganisation'    intended (subjected to certain conditions) to be effected as
                   soon as reasonably practicable following the Offer becoming
                   or being declared unconditional in all respects, pursuant to
                   whichWillmott Dixon Holdings would become the parent company
                   of Willmott Dixon
'Independent       David Batchelor, Duncan Forbes and Christopher Sheridan
Directors' or the
'Independent
Committee'
'Inspace' or 'the  Inspace Plc
Company'
'Inspace Group'    Inspace and its subsidiaries and subsidiary undertakings
'Inspace           holders of Inspace Shares
Shareholders'
'Inspace Shares'   the existing unconditionally allotted or issued and fully
                   paid ordinary shares of 2 pence each in the capital of
                   Inspace and any further shares which are unconditionally
                   allotted or issued before the date on which the Offer closes
                   (or such earlier date as Willmott Dixon (subject to the City
                   Code) may decide not being earlier than the date on which the
                   Offer becomes or is declared unconditional to acceptances)
                   but excluding in both cases any shares held as treasury
                   shares on such date as Willmott Dixon may determine before
                   the Offer closes
'Inspace Share     the Inspace plc Discretionary Share Option Scheme and the
Option Scheme(s)   Inspace Limited Enterprise Management Incentive Scheme
'
'Inspace Share     the Inspace Limited Enterprise Management Incentive Scheme,
Scheme(s)'         the Inspace plc Discretionary Share Option Scheme, the
                   Inspace plc Share Incentive Plan and the Widacre Limited
                   Employee Share Acquisition Scheme
'Listing Rules'    the rules and regulations made by the Financial Services
                   Authority 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 offer to be made by Willmott Dixon on the
                   terms and subject to the conditions set out in the Offer
                   Document and the Form of Acceptance and, where the context so
                   requires, any subsequent revision, variation, extension, or
                   renewal of such offer
'Offer Document'   the document to be published and sent to Inspace Shareholders
                   containing the Offer
'Offer Period'     the offer period (as defined in the Code) relating to
                   Inspace, which commenced on 10 December 2007
'Offer Price'      183 pence per Inspace Share
'Panel'            The Panel on Takeovers & Mergers
'Publicly          specifically disclosed in the annual report and accounts for
Announced or       Inspace for the year ended 31 December 2006 or in this
Disclosed'         announcement or in any other announcement made to a
                   Regulatory Information Service since the date of such report
                   and accounts or as specifically disclosed in writing to
                   Willmott Dixon or its advisers prior to the date of this
                   announcement
'Proposed          an underwritten pre-emptive equity issue, intended to be
Underwritten       effected as soon as reasonably practicable following the
Equity Issue'      Offer becoming or being declared unconditional in all
                   respects, in Willmott Dixon or Willmott Dixon Holdings
                   (following aGroupReorganisation), in order to partially
                   refinance the bank borrowing being utilised to finance the
                   Offer
'Regulatory        any of the services set out in Appendix 3 to the Listing
Information        Rules
Service'
'Restricted        subject always to the requirements of Rule 30.3 of the Code
Jurisdiction'      in relation to the distribution of offer documentation to
                   jurisdictions outside the UK, whether inside or outside the
                   EEA, any jurisdiction where extension or acceptance of the
                   Offer would violate the law of that jurisdiction
'Seymour Pierce'   Seymour Pierce Limited, financial advisor to Willmott Dixon
'Substantial       a direct or indirect interest in 20 per cent. or more of the
Interest'          voting or equity capital (or equivalent) of an undertaking
'UK or United      the United Kingdom of Great Britain and Northern Ireland (and
Kingdom'           its dependent territories)
'UK Listing        the Financial Services Authority acting in its capacity as
Authority or       the competent authority for the purposes of Part VI of the
UKLA'              Financial Services and Markets Act 2000
'Wider Inspace     Inspace and the subsidiaries and subsidiary undertakings of
Group'             Inspace and associated undertakings (including any joint
                   venture, partnership, firm or company in which any member of
                   the Inspace Group is interested or any undertaking in which
                   Inspace and such undertakings (aggregating their interests)
                   have a Substantial Interest)
'Wider Willmott    Willmott Dixon and the subsidiaries and subsidiary
Dixon Group'       undertakings of Willmott Dixon and associated undertakings
                   (including any joint venture, partnership, firm or company in
                   which any member of the Willmott Dixon Group is interested or
                   any undertaking in which Willmott Dixon and such undertakings
                   (aggregating their interests) have a Substantial Interest)
'Willmott Dixon'   Willmott Dixon Limited, a company incorporated under the laws
                   of England and Wales with registered number 00198032
'Willmott Dixon    Willmott Dixon and its subsidiaries and subsidiary
Group'             undertakings
'Willmott Dixon    Willmott Dixon Holdings Limited, a newly incorporated private
Holdings'          limited company incorporated under the laws of England and
                   Wales with registered number 6454113, which may become the
                   parent company of Willmott Dixon pursuant to the Group
                   Reorganisation
'Willmott Dixon    the ordinary shares of £1 each in the capital of Willmott
Shares'            Dixon

The terms 'subsidiary' and 'subsidiary undertaking', 'undertaking' and
'associated undertaking' have the meanings given by the Act (but for this
purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act.

All references to time in this document are to London time.

Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.





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