Merger Update

Rowe Evans Investments PLC
17 December 2004





Proposed Mergers of Rowe Evans Investments PLC with each of Bertam Holdings PLC
and Lendu Holdings PLC and proposed change of Rowe Evans' name to M.P. Evans
Group PLC

Highlights

  • The Boards of Rowe Evans, Bertam and Lendu have reached agreement on the
    terms of a recommended merger of Rowe Evans with each of Bertam and Lendu;

  • Under the terms of the Mergers, shareholders in the Scheme Companies will
    receive:

    for every 100 Bertam Shares               179.30 New Rowe Evans Shares
    for every 100 Lendu Shares                 34.43 New Rowe Evans Shares;

  • The terms of the Mergers value Bertam at £77.9 million and Lendu at £7.6
    million;

  • Completion of the Mergers will bring the following benefits:

      -           remove the complex crossholdings of shares between the
                  companies;

      -           create a substantial group with greater scale and critical
                  mass;

      -           increased free float;

      -           greater transparency and potentially improved valuation and
                  liquidity;

      -           coherent strategy for future development;

  • The future strategy of the Enlarged Group is to realise the value of the
    Malaysian assets and focus on Indonesian oil palm plantations and the
    Australian beef-cattle sector.

Richard Robinow, proposed non-executive Chairman of the Enlarged Group, said:

'I am delighted that Rowe Evans, Bertam and Lendu have reached an agreement to
merge their businesses and become one of the larger AIM quoted companies.  The
combined group will have the scale to implement its development strategy by
pursuing growth opportunities in the Indonesian palm oil business and the
Australian beef-cattle industry.  Its simplified ownership structure and
transparency with its potentially increased liquidity should also enable the
Enlarged Group to attract new shareholders.'

Enquiries:

Philip Fletcher                     Rowe Evans Investments PLC      01892 516333
Peter Hadsley-Chaplin
Richard Robinow

Peter Hadsley-Chaplin               Bertam Holdings PLC             01892 516333
Philip Fletcher
Anthony Nottingham

Peter Hadsley-Chaplin               Lendu Holdings PLC              01892 516333
Philip Fletcher
Derek Shaw

Bill Staple                         Westhouse Securities           020 7601 6100
Martin Eales

James Harris                        Strand Partners                020 7409 3494
Warren Pearce

Graeme Thom                         Grant Thornton                 020 7383 5100
Chris Ward                          Corporate Finance

Andrew Hayes                        gcg hudson sandler             020 7433 8115
Noemie de Andia


Introduction

Following the announcements by Rowe Evans, Bertam and Lendu on 31 August 2004
that they were in discussions that might lead to proposals for an amalgamation,
the Boards announce today that they have reached agreement on the terms of a
recommended merger of Rowe Evans with each of Bertam and Lendu (each a 'Scheme
Company'). The Mergers are entirely independent transactions and neither of them
is conditional on the implementation of the other.

Summary of the Mergers

The Mergers are to be effected by two separate schemes of arrangement under
section 425 of the Companies Act 1985 in respect of each of Bertam and Lendu. As
stated above, the Mergers are not conditional on each other. Under the terms of
the Mergers, shareholders in the Scheme Companies (other than Rowe Evans) will
receive:

for every 100 Bertam Shares            179.30 New Rowe Evans Shares

for every 100 Lendu Shares              34.43 New Rowe Evans Shares

and so in proportion in respect of any other Scheme Shares held (save that
Sungkai Holdings Limited, a member of the M. P. Evans Grouping, will not
participate in the Scheme relating to Bertam and, if the Scheme relating to
Bertam is sanctioned by the Court, neither Bertam nor Sungkai will participate
in the Scheme relating to Lendu given that both companies will be wholly owned
by Rowe Evans).

Fractions of New Rowe Evans Shares will not be allotted or issued to Scheme
Shareholders, but will be aggregated and sold in the market and the net cash
proceeds of sale will be distributed to persons in accordance with their
fractional entitlements save that amounts of less than £3 due to any such
persons will be retained by the Enlarged Group for its benefit. Rowe Evans
already owns 48.30 per cent. of the issued share capital of Bertam and 35.11 per
cent. of the issued share capital of Lendu.

Each Scheme is subject to the conditions set out below. It is expected that,
subject to satisfaction or, where relevant, waiver of the conditions relating to
the Schemes, each Scheme will become effective on 2 February 2005.

On the basis of the middle-market quotation, as derived from SEDOL, of 161.5p
for each Rowe Evans Share at the close of business on 16 December 2004 (being
the latest practicable date prior to the publication of this announcement) the
terms of the Mergers value the whole of the issued share capital of:

Bertam at approximately £77.9 million; and

Lendu at approximately £7.6 million.

The terms of the Mergers have been determined by reference to the relative asset
values of Rowe Evans and the Scheme Companies as referred to below. A Bertam
Share and a Lendu Share have been ascribed an asset value of 409.12p and 78.57p
per share respectively for these purposes (after taking into account, in the
case of Lendu, the special interim dividend of 4p per Lendu Share paid on
26 November 2004). On the basis of the middle-market price of 62.5p for each
Lendu Share and 161.5p for each Rowe Evans Share as at close of business on 16
December 2004 (as derived from SEDOL), the Rowe Evans Shares which holders of
Lendu Shares will receive under the Lendu Scheme will represent a discount of
some 11 per cent. to the market value of the Lendu Shares. This discount arises
from the fact that the Lendu Shares currently trade at a lower discount to their
agreed underlying asset value than the Rowe Evans Shares to their agreed
underlying asset value. However, there is currently an illiquid market in Lendu
Shares and therefore a selling shareholder may not readily achieve the current
market price. As referred to below, the Boards believe that the Mergers should
give rise to greater liquidity in the Enlarged Group's shares. Furthermore,
Derek Shaw, the Independent Director of Lendu, is satisfied that the terms of
the Scheme, which are based on relative asset values and not the market values
of the shares, are fair and reasonable and that the Scheme is in the best
interests of the holders of the Lendu Shares.


Effects of the Schemes

Details of the crossholdings of shares amongst Rowe Evans, the Scheme Companies
and other members of the M. P. Evans Grouping are set out in Appendix I.

Implementation of both Schemes will result in Bertam and Lendu becoming
subsidiaries of Rowe Evans and involve the issue of a maximum of 22,795,832 New
Rowe Evans Shares. Assuming each of the Schemes is implemented, the Bertam Group
and Sungkai will hold a total of 20,792,133 Rowe Evans Shares. These shares will
be cancelled once the Mergers have become effective and there will then be
50,501,467 Rowe Evans Shares in issue. Assuming both Schemes become effective
and following such cancellation, former Bertam Shareholders will hold
approximately 39.43 per cent. of Rowe Evans' Enlarged Share Capital and former
Lendu Shareholders will hold approximately 5.71 per cent. of Rowe Evans'
Enlarged Share Capital.

The New Rowe Evans Shares to be issued in connection with the Mergers will be
issued credited as fully paid, will rank pari passu in all respects with
existing Rowe Evans Shares and will rank for any recommended final dividend in
respect of Rowe Evans' financial year ending 31 December 2004 which, if
recommended, is likely to be paid in June 2005.

Reasons for the Mergers

Rowe Evans and the Scheme Companies have crossholdings in one another and also
have common executive management. The shares of Rowe Evans and the Scheme
Companies have typically traded at significant discounts to their net asset
values and have suffered from a lack of liquidity. The Boards believe that this
has been caused, at least in part, by the complex ownership structure. The
Boards believe that the Mergers, whose terms reflect the independently-assessed
values of the estates of the three companies, will bring about a number of key
benefits as follows:

(a) the Enlarged Group will have a substantially higher proportion of shares in
free float, that is held by persons who are not members of the M.P. Evans
Grouping, which, the Boards believe, may give rise to greater liquidity in the
Enlarged Group's shares;

(b) the greater transparency of the Enlarged Group resulting from the
elimination of crossholdings should, in the Directors' belief, increase investor
interest and understanding and this may serve to reduce the disparity between
the market price and the net asset value per share;

(c) the integration of the three companies, comprising agricultural land and
land which is being developed or has development potential, will create a more
substantial group. It is envisaged that the Enlarged Group will be able to
achieve savings through more efficient treasury management, and by reducing
administration costs and advisory and regulatory fees through the creation of a
single quoted entity rather than by maintaining the three as at present; and

(d) as a single entity, the Enlarged Group will be better placed than would its
separate component entities to adopt the coherent strategy proposed for future
development as is described in more detail in the paragraph below headed 'Future
Strategy of the Enlarged Group'.

Future Strategy of the Enlarged Group

The strategy of the Enlarged Group will be to realise, as soon as is reasonably
practicable, the value of Bertam's existing Malaysian plantation and property
interests and to reinvest the sale proceeds largely in the Indonesian palm oil
sector and partly in the Australian beef-cattle sector. The Enlarged Group will
focus on making investments with a view to strengthening earnings and, in
consequence, would expect gradually to increase dividends in line with improved
returns.

Although many of the Bertam Group's plantation assets have risen in value
considerably in the past 20 years or so, the low operating returns generated
from those assets must also be taken into account in evaluating the overall
return achieved from retention of the assets. In a sense, the Bertam Group's
ownership of these assets, including its 40 per cent. share of Bertam
Properties, has meant that the Bertam Group's Malaysian business has become
centred on property investment as much as on the ownership and management of oil
palm estates. It is the belief of the Boards that the Enlarged Group should
revert to the core businesses in which its directors and management have both
experience and expertise. The core business of both Rowe Evans and Bertam is
palm oil whilst that of Lendu is Australian agriculture, most recently beef
cattle.

With regard to palm oil, the Boards are of the view that it is not a viable
option to reinvest in the palm oil sector of Malaysia notwithstanding its global
importance as a supplier, both because of Malaysia's higher costs compared with
those of Indonesia and because, under the rules of the Malaysian Foreign
Investment Committee, foreign companies are currently only permitted to acquire
up to a maximum of a 30 per cent. stake in a plantation project. Indonesia, by
contrast, permits up to 100 per cent. ownership of plantations, although
Indonesian land must be held on a leasehold rather than a freehold basis.

Indonesia is the world's second-largest producer of palm oil after Malaysia and
it is a country where the Rowe Evans Group already has the benefit of many years
of experience of both developing and operating plantations. The Rowe Evans Group
currently owns a majority interest in approximately 10,000 hectares and has a
minority interest of between 30 per cent. and 40 per cent. in a further 25,500
hectares. The Enlarged Group would plan to acquire at least a further 50,000
hectares of new plantations, on a majority-held basis, over approximately the
next five years. It is intended that this will be financed partly from the sale
proceeds of the Malaysian estates and partly through debt. Ideally, the new
areas will comprise a combination of both developed land, providing instant cash
flows, and undeveloped land which will provide future cash flows. The Bertam
board is currently at an advanced stage of discussions in respect of the
prospective acquisition of a contiguous block of 12,000 hectares of undeveloped
land on the Indonesian island of Bangka. It is intended that any newly-acquired
Indonesian projects will be managed from within the Enlarged Group.

Indonesia is perceived to carry a higher sovereign risk than either Malaysia or
Australia but the Boards believe that this should be placed in an appropriate
context. Foreign-owned land in Indonesia does not represent the sensitive issue
that it did prior to the 1960s because, since 1968, all foreign plantation
companies have owned their land on a leasehold, rather than a freehold, basis.
Pangkatan Estate's 30-year lease was renewed without any difficulty in 1998 and
no problems are envisaged in renewing the leases of the Rowe Evans Group's other
estates as and when they fall due. Furthermore, the Indonesian Foreign
Investment Coordinating Board (BKPM) is actively encouraging foreign investment
and the Boards believe that the incoming president of Indonesia, Mr Susilo
Bambang Yudhoyono, will help to promote a more stable investment climate.

As well as investment in the Indonesian palm oil sector, the Enlarged Group
would propose to invest further in the Australian beef-cattle sector. As
described below, in addition to Lendu's 20 per cent. investment, Rowe Evans and
Bertam have together acquired a further 4.28 per cent. of NAPCo. It is hoped to
acquire further shares in NAPCo as well as to review other investment
opportunities in the Australian beef-cattle sector as and when they arise. It is
expected that such investments will ultimately, within the next three to five
years, account for some 25 per cent. to 30 per cent. of the Enlarged Group's
assets, with Indonesian palm oil estates accounting for the balance.

The Boards expect the investment in Australian beef cattle to provide a
favourable level of return, by way of both revenue and, over time, capital
appreciation. The Boards also believe that this investment will represent a
hedge against Indonesian palm oil, in terms of both sovereign and commodity
risks.

Background Information

Rowe Evans

The Rowe Evans Group owns majority and minority interests in oil palm and rubber
plantations in Sumatra, Indonesia, as well as substantial investments in other
M.P. Evans Grouping Companies.

(a) Indonesian plantations

Rowe Evans holds an 80 per cent. interest in a portfolio of Indonesian
plantation interests with the other 20 per cent. held by an Indonesian company,
PT Austindo Nusantara Jaya. All of these plantations are managed by the Belgian
SA SIPEF NV group, through its management company, PT Tolan Tiga Indonesia, and
consist of the following:

(i) Pangkatan Estate
Pangkatan Estate is a 2,586-hectare oil palm and rubber plantation in the
Labuhan Batu area of North Sumatra. A new 40-tonne-per-hour palm oil mill has
recently been constructed on the estate and will shortly be commissioned. The
rubber trees on the estate are in the process of being phased out and replaced
with oil palms in order to maximise the throughput in the new mill.

(ii) Bilah Estate
Bilah Estate is a 2,961-hectare oil palm estate located in the Labuhan Batu area
near Pangkatan. Once the new Pangkatan mill has been commissioned, Bilah Estate
will send its f.f.b. to that mill.

(iii) Sennah Estate
Sennah Estate (80 per cent. owned by PT Pangkatan Indonesia, the owner of
Pangkatan Estate), is a 1,813-hectare oil palm and rubber plantation in the
Labuhan Batu area located near to the Bilah and Pangkatan Estates. The estate
was acquired approximately two and a half years ago and its old poor-quality
rubber trees are in the process of being replaced with oil palms, again to
maximise the throughput at Pangkatan's new mill.

The Rowe Evans Group is currently involved in legal proceedings relating to its
acquisition of its 80 per cent. interest in the company which owns the estate.
The individual who is the other 20 per cent. shareholder in this company, DR H
Rahmat Shah, has obtained an order from the Medan District Court for the Rowe
Evans Group to transfer back the shares which it acquired in that company in
return for the repayment of the purchase consideration of some US$3.61 million
within 12 months. Rowe Evans has been advised by its Indonesian lawyers that the
shareholder does not have a valid claim and the Rowe Evans Group is accordingly
appealing this decision. The Rowe Evans board remains confident that its appeal
should be successful.

(iv) Simpang Kiri Estate
Simpang Kiri Estate is a 2,654-hectare oil palm plantation located in the
province of Aceh on the border with North Sumatra. Although there have been
security problems in Aceh over the years, the Rowe Evans board confirms that
normal activities are being maintained on the estate.

(b) Investments in M.P. Evans Grouping Companies

Rowe Evans owns 48.30 per cent. of Bertam, 35.11 per cent. of Lendu and 47.87
per cent. of Sungkai. (Rowe Evans has entered into an agreement with M. P. Evans
(Malaysia) Sdn. Berhad, a member of the M. P. Evans Grouping, to acquire from
the latter company, conditionally upon the Bertam Scheme being sanctioned by the
Court, its 2.42 per cent. interest in Sungkai in exchange for new Rowe Evans
Shares.)

(c) Other investments

Rowe Evans owns a 31.53 per cent. interest in PT Agro Muko which owns a
23,200-hectare property in the province of Bengkulu, Sumatra. Of this area,
17,800 hectares are planted with oil palms and 1,800 hectares are planted with
rubber. Approximately a further 1,000 hectares are suitable for planting. There
are also two oil palm mills and a crumb-rubber factory on the estate. The other
major shareholders are the SA SIPEF NV group with 40.47 per cent. and PT
Austindo Nusantara Jaya with 13.58 per cent.

Rowe Evans also owns 36 per cent. of PT Kerasaan Indonesia, which owns Kerasaan
Estate a 2,362-hectare plantation in North Sumatra. The other shareholders in
this company are the SA SIPEF NV group with 54 per cent. and an Indonesian
bank's pension fund with the remaining 10 per cent.

Rowe Evans has recently acquired a 2.14 per cent. interest in NAPCo at a cost of
approximately £1.08 million. Further information on NAPCo is set out in the
section on Lendu below.

Bertam

Bertam, which is 48.30 per cent. owned by Rowe Evans, owns six oil palm
plantations located on the west coast of Peninsular Malaysia, as well as a
portfolio of investments in both the M.P. Evans Grouping Companies and other
external companies. Bertam also owns a rubber-processing factory in Southern
Thailand, as well as two tourist-related projects on Penang Island, Malaysia.

(a) Malaysian plantations

The Malaysian plantations, totalling nearly 3,750 hectares, consist almost
entirely of oil palms and, in varying degrees, are regarded by Khong & Jaafar,
who have carried out professional valuations of the estates in Indonesia and
Malaysia for the purposes of the Mergers, as having real estate value over and
above pure agricultural value, mainly due to their proximity to conurbations and
/or to the North-South Highway. Details of the plantations are as follows:

(i) Beradin Estate
Beradin Estate is an oil palm plantation near Paloh in the state of Johor
extending to 1,077 hectares which has achieved consistently good yields. This
land is regarded by Khong & Jaafar as having remote development value.

(ii) Bertam Estate
Bertam Estate consists of 74 hectares of land planted with oil palms and is
located on the mainland of Malaysia, opposite Penang Island. This is the
remainder of the land owned by the company after the majority of the area was
sold to Bertam Properties in the early 1990s. Bertam Estate is well placed and
is regarded by Khong & Jaafar as possessing considerable development value due
both to its proximity to the Bertam Properties development area (see below) and
to being adjacent to a public road.

(iii) Lendu Estate
Lendu Estate is located near the town of Melaka and comprises two divisions, the
'Home' division (95 hectares) and the 'Lendu' division (99 hectares). The Home
division lies immediately adjacent to an industrial estate and, as a
consequence, is considered by Khong & Jaafar to possess significant development
potential, which may be realisable in the near term. Khong & Jaafar have
confirmed that the Lendu division also possesses some longer-term development
value.

(iv) Perhentian Tinggi Estate
Perhentian Tinggi Estate is a 912-hectare oil palm and rubber plantation near
Seremban in the state of Negri Sembilan. The estate is located in an area which
is being developed. Other developments have taken place in the vicinity and the
estate is located 10 kilometres from the North-South Highway and is also
situated approximately 40 kilometres from the new Kuala Lumpur International
Airport at Sepang. As announced in Bertam's latest interim report, a recent
unexpected development was the public notification by the Negri Sembilan State
Government of a proposal to acquire approximately 55 hectares of the estate for
the purposes of constructing a landfill site. This was vigorously contested by
Bertam and it now looks unlikely that the proposal will be implemented. Khong &
Jaafar's valuation of the estate recognises its considerable development value
and does not take account of the possibility that a landfill site may be
constructed. They believe that, in the unlikely event that this were to occur,
compensation from the Government authorities would adequately cover the
consequent negative impact on the development value of the estate.

(v) Sungei Kruit Estate
Sungei Kruit Estate comprises 828 hectares of oil palms and is located near the
town of Sungkai in the state of Perak. The North-South Highway passes through,
and there is an interchange sited adjacent to, the estate. Khong & Jaafar have
confirmed that they consider Sungei Kruit to possess some development value over
and above its agricultural value, although it is unlikely that any development
will take place in the near term.

(vi) Sungei Reyla Estate
Sungei Reyla Estate is a 660-hectare oil palm plantation in three divisions near
Sungei Siput in the state of Perak. Due to its proximity to Sungei Siput the
estate is regarded by Khong & Jaafar as possessing some remote development
potential. An offer to acquire the estate has recently been received at the
price at which Khong & Jaafar have valued it, namely RM37,000 per hectare, and
negotiations with the offeror are continuing.

(b) Other group companies

Bertam owns a rubber-processing factory in Takuapa in Southern Thailand. The
factory purchases latex from local farmers and processes it into specialist
grades for export. In addition, Bertam owns two projects on Penang Island,
Malaysia aimed at the tourist market. The first is a piece of coastal land in
the Batu Ferringhi tourist area of the island, which will be developed into a
restaurant and leisure complex. The second is a tropical spice garden, which has
recently been completed.

(c) Investments in M.P. Evans Grouping Companies

Bertam Group owns 18.92 per cent. of Rowe Evans and 49.71 per cent. of Sungkai,
which, in turn, owns 24.33 per cent. of Rowe Evans.

(d) Associated companies and other investments

(i)  Bertam Properties (40 per cent. owned) - Bertam Properties' land, which was
formerly part of Bertam Estate and was purchased from Bertam in the early 1990s,
is located on the mainland of Malaysia opposite Penang Island. It is well
placed, being adjacent to an intersection of the North-South Highway, and is
conveniently situated for access by road bridge to the island and its airport.
So far, approximately 350 hectares of the land have been developed into housing
and a golf complex. Development continues and Bertam Properties intends to
develop or sell the rest of the land amounting to some 1,085 hectares over the
next 10 to 15 years. The land is likely to be developed into an integrated
residential, leisure, educational, commercial and light industrial area. The
other two shareholders of Bertam Properties are Urban Development Authority (40
per cent.) and Johor Corporation (20 per cent.).

(ii)  Kennedy Burkill & Co. Berhad (19.09 per cent. owned) - is a plantation-
management and property-development company based in Penang.

(iii)  Asia Green Environmental Sdn. Bhd. (30 per cent. owned) - is a young
company that has developed an environmentally- friendly system of turning liquid
effluent and bunch residue from palm oil mills into nutritious compost, which
can then be beneficially returned to the field.

(iv)   Other investments Bertam has recently acquired a 2.14 per cent. interest
in NAPCo at a cost of approximately £1.08 million and also owns 10 per cent. of
Gubbagunyah Partnership ('GP'). Further information on NAPCo and GP is set out
in the section on Lendu below.

As shown in Bertam's Annual Report for the financial year ended 31 December
2003, the Bertam Group's consolidated profit on ordinary activities after
taxation for the financial year ended on that date was £2.531 million and its
net assets as at that date were £45.028 million.

Lendu

Lendu, which is 35.11 per cent. owned by Rowe Evans, is the holding company of a
group of companies with interests in Australian agriculture. A strategic
decision has been made by the Lendu board of directors to end the company's
involvement in cotton and to concentrate on beef cattle, a sector in which the
Lendu board believes there are more favourable prospects. Australia is an
efficient producer of beef and appears currently to be free of diseases such as
foot and mouth and BSE. In view of the fact that there is a growing market for
beef in many parts of Asia, Australia enjoys an important geographic advantage
over the other large beef producers, such as the USA, Brazil and Argentina.

In line with the Lendu board's strategy, GP, of which Lendu is a 90 per cent.
partner, sold its irrigated-cotton properties in September 2004 but retained its
12,400-hectare beef-cattle-fattening property, Woodlands. During 2004, the Lendu
Group acquired 20 per cent. of NAPCo for A$23.6 million. NAPCo is one of
Australia's largest beef-cattle producers owning over 185,000 head of cattle
with a good geographical distribution of breeding and fattening properties in
the Northern Territory and Queensland, amounting to approximately 6.4 million
hectares. The Lendu board considers NAPCo to have one of the most advanced
programmes of sub-tropical cattle genetics in the world. NAPCo is a private
company, of which there are some 45 shareholders, including members of one
Australian family which in total owns approximately 60 per cent. of the issued
shares. The M.P. Evans Grouping currently holds a total of 24.28 per cent. of
the company and Mr P.E. Hadsley-Chaplin has recently been appointed to the board
to represent its interests. Mr J.D. Shaw, Deputy Chairman of Lendu, who, it is
proposed, will be joining the board of the Enlarged Group, has served on the
board of NAPCo for four years. Mr Shaw owns 1.9 per cent. of NAPCo in his own
right.

As shown in Lendu's Annual Report for its financial year ended 30 June 2004, the
Lendu Group's consolidated loss on ordinary activities after taxation for the
financial year ended on that date amounted to £840,000 and the Lendu Group's net
assets as at that date were £11.164 million.

Basis of Valuation

The relative asset values of Rowe Evans and each of Bertam and Lendu have been
taken as the basis for calculating the number of New Rowe Evans Shares that will
be issued to the Scheme Shareholders of each of Bertam and Lendu in the event
that the Merger relating to that company is successfully completed. The asset
values of Rowe Evans and each of Bertam and Lendu consist primarily of their net
current assets and the following:

(a) Property

(i) Indonesia
The Indonesian property owned by Rowe Evans (and by its associated companies, PT
Agro Muko and PT Kerasaan Indonesia) has been independently valued by Khong &
Jaafar.

In view of Rowe Evans' investment in the associates PT Agro Muko and PT Kerasaan
Indonesia being minorities (31.53 per cent. and 36 per cent. respectively), the
Boards have concluded that a 10 per cent. discount is appropriate in valuing
these investments. Furthermore, in view of the current legal proceedings
relating to Sennah Estate, the Boards have, for the purposes of agreeing the
Merger terms, reduced the market value as advised by Khong & Jaafar by one half
of the amount by which that value exceeds the original purchase price paid by
Rowe Evans for its interest.

(ii) Malaysia
The Malaysian property owned by the Bertam Group (and its associated company,
Bertam Properties) has been independently valued by Khong & Jaafar.

In view of the investment in Bertam Properties being a minority (40 per cent.)
holding, the Boards have concluded that a 10 per cent. discount is appropriate
in determining the terms of the Bertam Merger.

(iii) Australia
The Australian property, Woodlands, owned by Lendu has been independently valued
by Taylor Byrne.

(b) Investments in M.P. Evans Grouping Companies

These investments have been valued on the basis of the net assets underlying
these investments.

(c) Potential taxation on agricultural land

(i) Indonesia
If Rowe Evans' Indonesian plantations were to be disposed of, Indonesian
corporate tax would be payable. In the light of the fact that these plantations
are regarded as Rowe Evans' operating fixed assets and that there is no present
intention to sell them, the Boards have concluded that it is appropriate to
provide for taxation on the basis of only one third of its share of the full
potential tax charge.

(ii) Malaysia
The independent valuations by Khong & Jaafar of the Malaysian property referred
to above include, in varying degrees, elements of development value. Given the
Bertam board's stated intention to dispose of these properties, its share of the
taxation which would arise in the event of such a disposal at the relevant
valuation has been taken into account. The potential taxation varies according
to the tax regime of the country in which the companies owning the land are tax
resident, being either the United Kingdom or Malaysia.

(iii) Australia
If the Lendu Group's Australian property, Woodlands, were to be disposed of,
Australian corporate tax would be payable. However, as this land is regarded as
the Lendu Group's operating fixed asset and there is no present intention to
sell it, the Boards have concluded that for the purposes of the Lendu Merger it
is appropriate to provide for taxation on the basis of one third of the full
potential tax charge.

(d) External investments

Investments in unlisted securities of companies held by Rowe Evans or the Scheme
Companies have been included at the values estimated by the directors of the
relevant companies. The Lendu Group's recently-acquired 20 per cent. interest in
NAPCo has been valued at the most recent acquisition cost. Since it is not the
intention of Rowe Evans or either of the Scheme Companies to dispose of these
investments, provision has been made for taxation on the basis of one third of
their share of the full taxation that could be expected to arise on a disposal.

(e) Tax relief

Rowe Evans has excess management expenses and non-trading losses of some £3.7
million which the Rowe Evans board has been advised should be capable of being
offset against future UK corporation tax of the Enlarged Group. The Boards have
agreed that approximately two-thirds of the potential relief on non-trading
losses only should be treated as an asset of the Rowe Evans Group for the
purposes of agreeing the terms of the Mergers.

The table below sets out the asset values per share (as calculated on the basis
set out above) and the market values per share of Rowe Evans and each of the
Scheme Companies and the number of New Rowe Evans Shares that will be issued for
every 100 shares held in each of the Scheme Companies in the event that either
or both Mergers are successfully completed:

          Asset value   Market value    New Rowe Evans Shares to be issued for
            per share      per share                   every 100 Scheme Shares
                pence          pence
Rowe Evans     228.17         161.50                                         -
Bertam         409.12         270.00                                    179.30
Lendu           78.57          62.50                                     34.43

For these purposes the market value of a Rowe Evans Share, a Bertam Share, and a
Lendu Share is the closing middle-market price of each share on 16 December 2004
(being the latest practicable date prior to the publication of this
announcement) as derived from SEDOL.

Dividends

In the event that one or both of the Mergers proceed, it is proposed that the
former shareholders of Bertam and Lendu will, where applicable, be entitled to
receive the final dividend in respect of Rowe Evans Shares for the year ending
31 December 2004 which the Rowe Evans board expects to be paid in June 2005. For
comparison purposes, assuming that the Rowe Evans dividend is maintained at 5.5p
per share and on the basis of the share exchange applying under the relevant
Scheme, the equivalent dividend for Bertam Shareholders and Lendu Shareholders
would be 9.86p per Bertam Share and 1.89p per Lendu Share.

In the past, Rowe Evans has paid one dividend each year. On the assumption that
one or both Mergers proceed, consideration will be given to paying an interim
dividend towards the end of each calendar year.

As stated above, if the Bertam Merger proceeds, the Rowe Evans board has stated
its intention to dispose of Malaysian plantations and to reinvest in
higher-earning Indonesian plantation ventures. Barring unforeseen circumstances,
it is envisaged that it would be the intention at least to maintain, and if
possible gradually to increase, the level of dividend in the forthcoming years.
During the period of establishing the new Indonesian plantation ventures, there
may, depending upon the level of palm oil prices, be periods when lower profits
and/or net operating cashflows do not, on the face of it, justify maintaining or
increasing the dividend. However, it is envisaged that it would be the intention
during such periods to underpin the level of dividend from the cash resources
derived from the sale of the Malaysian plantations.

Current Trading and Prospects of Rowe Evans, Bertam and Lendu

Rowe Evans

Palm oil prices fell after the half year (30 June 2004) to just over US$400 per
tonne before strengthening again and the price is currently around the US$420
level. F.f.b. crops on the Indonesian estates continue to do well, being mainly
ahead of both the budgeted crop to date and the actual crop for the same period
last year, whilst the Malaysian estates are showing signs of recovery in the
second half after the dip experienced in the first. It is expected that Rowe
Evans' crop estimate for the whole year for its own Indonesian estates of
154,000 tonnes will be achieved.

Since 30 June 2004, Sterling has strengthened against the US Dollar, reaching
around £1=US$1.94. The US Dollar has remained reasonably steady against the
Indonesian Rupiah in the US$1=Rp9,100 to Rp9,300 range.

Bertam

Palm oil prices have traded in the range of RM1,400 to RM1,600 per tonne since
30 June 2004. Although not as buoyant as earlier in the year, these still
represent healthy levels for the efficient producer. Encouragingly, crops on the
Bertam Group's estates have improved in the second half of the year and are only
expected to be some 7 to 8 per cent. short of the original estimate of 69,600
tonnes by the year end.

In recent months the level of enquiries received in relation to the purchase of
pieces of undeveloped land from Bertam Properties has increased encouragingly.

Lendu

Now that the Lendu Group has, as referred to above, disposed of its cotton
interests and acquired a 20 per cent. interest in NAPCo, its fortunes are tied
into the beef-cattle market in Australia. Beef prices remain firm and the Lendu
Group is in the process of building the herd on Woodlands, taking advantage of
the extensive pasture improvement and other infrastructure improvements that
have taken place over the last two or so years. The operations of NAPCo are
benefiting from the current favourable beef prices, although an unusually
prolonged recent two year drought in many parts of Australia has had some
negative impact over the company's cattle production.


Board Changes

It is proposed that, on the Mergers becoming effective, the Board will be
reconfigured with a non-executive chairman, three executive directors and three
non-executive directors. It is proposed that one of the current non-executive
directors, Richard Robinow, will become non-executive chairman and the present
executive chairman of Rowe Evans, Philip Fletcher, and the present executive
chairman of Bertam and Lendu, Peter Hadsley-Chaplin, will become joint chief
executives. David Wilkinson, an executive director of Bertam, will become an
executive director of Rowe Evans. It is further proposed that Konrad Legg will
continue as a non-executive director, chairing the board committees (audit,
remuneration and nomination) and that Derek Shaw (presently non-executive deputy
chairman of Lendu) will become a non-executive director, as will Ahamad Mohamad
(presently non-executive director of both Bertam and Lendu).

The Board considers that this will represent a balanced board in line with
modern corporate governance standards. Richard Robinow, Konrad Legg and Ahamad
Mohamad have a wealth of experience in tropical agriculture, whilst Derek Shaw
has a wide knowledge of the Australian beef-cattle sector.

Share Option Schemes

Rowe Evans Share Schemes
Options granted pursuant to the Rowe Evans Share Schemes will not become
exercisable as a result of the Mergers.

Bertam Share Schemes
Options granted under the Bertam Share Schemes will, if not already exercisable,
become exercisable as a result of the Bertam Merger. However, option holders in
the Bertam Share Schemes have agreed to exchange their existing options for new
equivalent options over Rowe Evans Shares in the same ratio as is applicable to
Bertam Shareholders under the Bertam Scheme. The new equivalent options over
Rowe Evans Shares will be governed by the rules of the Bertam Share Scheme under
which the original options were granted.

Conditions of the Schemes

Each of the Schemes will be conditional on:

(a) at a meeting of the holders of the relevant Scheme Shares (other than those
held by the Associated Shareholders, who are members of or connected with the M.
P. Evans Grouping) convened by the Court, a resolution to approve the relevant
Scheme being passed by the statutory majority, being a majority in number
representing three quarters in value of such holders present and voting either
in person or by proxy:

(b) a special resolution approving the relevant Scheme and authorising the
implementation thereof being duly passed at an extraordinary general meeting of
the relevant Scheme Company;

(c) ordinary resolutions to increase the authorised share capital of Rowe Evans
and to grant the Rowe Evans board authority to allot the New Rowe Evans Shares
pursuant to the Schemes being duly passed at an extraordinary general meeting of
Rowe Evans;

(d) the New Rowe Evans Shares being admitted to trading in accordance with the
AIM Rules or (if Rowe Evans or the relevant Scheme Company so determine and
subject to the consent of the Panel) AIM agreeing to admit such Shares to
trading;

(e) the High Court of Justice confirming the reduction of capital of the
relevant Scheme Company and sanctioning the relevant Scheme and the necessary
court order and minute being delivered to the Registrar of Companies for
registration; and

(f) clearances under section 707 of the Income and Corporation Taxes Act 1985
and section 138 of the Taxation of Chargeable Gains Act 1992 in respect of the
relevant Scheme being received from the Board of Inland Revenue in a form
satisfactory to Rowe Evans and the relevant Scheme Company.

Each Scheme Company reserves the right to waive, with the consent of Rowe Evans,
the condition set out in (f) above.

As noted above, it is expected that each Scheme will become effective on 2
February 2005. If either Scheme does not become effective by 30 June 2005 (or
such later date as Rowe Evans and the relevant Scheme Company may agree and the
Court may allow), it will lapse.

Name Change

Subject to the passing of the requisite shareholder resolution at the Rowe Evans
Extraordinary General Meeting, it is intended that Rowe Evans' name be changed
to M.P. Evans Group PLC with effect from the date on which the Mergers become
effective. New share certificates will be issued to existing Rowe Evans
shareholders to reflect this change. The founder of the M.P. Evans Grouping
Companies in the latter part of the 19th century was Matthew Pennefather Evans
and, to this day, the aggregation of companies administered by M.P. Evans (UK)
Limited is often referred to as the ''M.P. Evans Group'' or ''Grouping''. It
therefore seems appropriate to adopt a name that is historically connected to
each of the three companies involved in the Mergers.

Settlement and CREST

All Rowe Evans Shares will be in registered form and no temporary documents of
title will be issued. It is expected that the Schemes will become effective and
dealings in New Rowe Evans Shares will commence on or around 2 February 2005.
The Rowe Evans board intends to apply for all Rowe Evans Shares to be admitted
to CREST and it is expected that the shares will be so admitted and accordingly
enabled for settlement in CREST on or around 16 February 2005. Accordingly,
settlement of transactions in Rowe Evans Shares following implementation of the
Schemes may take place within the CREST system if any shareholder so wishes.
CREST is a voluntary system and holders of Rowe Evans Shares who wish to
continue to receive and trade share certificates will be able to do so.

De-listing of Bertam Shares and Lendu Shares

The London Stock Exchange will be requested to cancel trading in Bertam Shares
and Lendu Shares on AIM by the Effective Date. The last day of dealings in
Bertam Shares and Lendu Shares on the London Stock Exchange is expected to be
the Business Day immediately prior to the Effective Date.

Documentation

Documents relating to the Bertam Scheme and the Lendu Scheme will be dispatched
to shareholders of Bertam and Lendu respectively in due course and will include
full details of the relevant Scheme, together with notices of the court meeting
and extraordinary general meeting of shareholders of the relevant Scheme
Company, and will specify the necessary action to be taken by Bertam and Lendu
shareholders. In addition, Rowe Evans will be sending information on the Schemes
to its own shareholders, together with notice of the extraordinary general
meeting at which approval for an increase in its share capital and an authority
to allot shares will be sought in order to enable implementation of the Schemes.

Shareholdings and disclosure of interest in Shares

In accordance with Rule 2.10 of the City Code, as at 16 December 2004 26,912,849
Bertam Shares and 13,662,867 Lendu Shares were in issue. In addition, as at the
same date, 48,073,072 Rowe Evans Shares were in issue.

As at 16 December 2004, the latest practicable date prior to the issue of this
announcement, save as set out in Appendix I neither Rowe Evans nor any of the
directors of Rowe Evans, nor their close relatives and related trusts, nor, so
far as any of the directors of Rowe Evans is aware, any party acting in concert
with Rowe Evans (including for this purpose the other members of the M. P. Evans
Grouping) owned or controlled any shares in the capital of Bertam or Lendu or
held any options to purchase any such shares or had entered into any derivative
referenced to any such shares.

Recommendations

Peter Hadsley-Chaplin and Philip Fletcher are directors of Rowe Evans as well as
being directors of Bertam and Lendu. Konrad Legg is a director of Rowe Evans and
Lendu and Ahamad Mohamad is a director of Bertam and Lendu. Accordingly, none of
them has taken part in the decision by the Bertam board or the Lendu board (as
applicable) to approve the terms of the Mergers.

The other directors of Bertam (the 'Bertam Independent Directors'), who have
been so advised by Strand Partners, consider the terms of the Bertam Scheme to
be fair and reasonable so far as Bertam Shareholders are concerned. In providing
advice to the Bertam Independent Directors, Strand Partners has taken in to
account the commercial assessment of the Bertam Independent Directors.
Accordingly, the Bertam Independent Directors intend unanimously to recommend
that Bertam Shareholders vote in favour of the Bertam Scheme, as they intend to
do in respect of their own beneficial holdings of Bertam Shares (representing
approximately 0.2 per cent. of the issued share capital of Bertam).

Derek Shaw, as the sole independent director of Lendu (the 'Lendu Independent
Director'), who has been so advised by Grant Thornton, considers the terms of
the Lendu Scheme to be fair and reasonable so far as Lendu Shareholders are
concerned. In providing advice to the Lendu Independent Director, Grant Thornton
has taken into account the commercial assessment of the Lendu Independent
Director. Accordingly, the Lendu Independent Director intends to recommend that
Lendu Shareholders vote in favour of the Lendu Scheme, as he intends to do in
respect of his own beneficial holding of Lendu Shares (representing
approximately 5.66 per cent. of the issued share capital of Lendu).

As regards persons who are not resident in the United Kingdom, their
entitlements in respect of the Schemes may be affected by the laws of the
relevant jurisdictions in which they are located. Such overseas persons should
inform themselves of and observe any applicable requirements. Rowe Evans has
obtained approval from the Malaysian Securities Commission for the offer of New
Rowe Evans Shares under the Schemes to be made to shareholders who are resident
in Malaysia.

Westhouse is acting exclusively for Rowe Evans in connection with the Mergers.
Westhouse is not acting for any other person (including any recipient of this
announcement) and Westhouse will not be responsible to any person other than
Rowe Evans for providing the protections afforded to clients of Westhouse or for
providing advice in relation to the Mergers or in relation to the contents of
this announcement or any transaction or arrangement referred to herein.

Strand Partners is acting exclusively for Bertam in connection with the Bertam
Scheme. Strand Partners is not acting for any other person (including any
recipient of this announcement) and Strand Partners will not be responsible to
any person other than Bertam for providing the protections afforded to clients
of Strand Partners or for providing advice in relation to the Bertam Scheme or
in relation to the contents of this announcement or any transaction or
arrangement referred to herein.

Grant Thornton Corporate Finance is acting exclusively for Lendu in connection
with the Lendu Scheme. Grant Thornton Corporate Finance is not acting for any
other person (including any recipient of this announcement) and Grant Thornton
Corporate Finance will not be responsible to any person other than Lendu for
providing the protections afforded to clients of Grant Thornton Corporate
Finance or for providing advice in relation to the Lendu Scheme or in relation
to the contents of this announcement or any transaction or arrangement referred
to herein.

Each of Westhouse, Strand Partners and Grant Thornton Corporate Finance is
authorised and regulated in the UK by the Financial Services Authority.



APPENDIX I

Shareholding information

The table below sets out the cross shareholdings of each of Rowe Evans, Bertam,
Lendu, M.P. Evans (Malaysia) Sdn. Berhad ('MPE(M)') and Sungkai as at the date
of this announcement. MPE(M) and Sungkai are both companies within the MP Evans
Grouping.

              Rowe Evans        Bertam         Lendu     Sungkai     MPE(M)
Total no.
of shares     48,073,072    26,912,849    13,662,867     193,708    888,000
in issue

Holders
Rowe Evans              -    12,998,472     4,797,510     92,731    167,650
Bertam          9,096,690             -       277,523     96,297    335,060
Lendu                   -             -             -          -     18,000
Sungkai        11,695,443     2,807,870       217,618          -    194,700
MPE(M)             23,533        89,694             -      4,680*         -
               ----------    ----------    ----------   --------    -------
Total          20,815,666    15,896,036     5,292,651    193,708    715,410
               ----------    ----------    ----------   --------    -------

*Rowe Evans has entered into an agreement with MPE(M) to acquire from the latter
company, conditionally on the Bertam Scheme being sanctioned by the Court, its
2.4 per cent. interest in Sungkai in exchange for new Rowe Evans Shares.

As at the date of this announcement, Peter Hadsley-Chaplin, Philip Fletcher,
Konrad Legg and Richard Robinow, all directors of Rowe Evans, owned shares in
each of Bertam and Lendu as set out below:


Name                      Number of Bertam Shares       Number of Lendu Shares

Peter Hadsley-Chaplin                      37,898                        5,847
Philip Fletcher                             1,099                        3,006
Konrad Legg                               218,778**                     35,726
Richard Robinow                             6,741                            -
                                            -----                         -----
Total                                     264,516                       44,579
                                            -----                         -----

**12,500 of these shares are held non-beneficially. All other interests shown in
the above table are owned beneficially.


APPENDIX II


Definitions

The following definitions and terms are used throughout this announcement unless
the context otherwise requires:

'AIM'               the Alternative Investment Market of the London Stock
                    Exchange;

'AIM Rules'         the rules published by the London Stock Exchange governing
                    admission to, and the operation of, AIM;

'A$'                Australian Dollars. Throughout this announcement, except
                    where otherwise indicated, an exchange rate of £1=A$2.41 has
                    been used;

'Bertam'            Bertam Holdings PLC;

'Bertam Group'      Bertam and its subsidiaries;

'Bertam             Bertam Properties Sdn. Berhad;
Properties'

'Bertam Scheme'     the scheme of arrangement by which the Company will acquire
                    the whole of the issued share capital of Bertam under
                    section 425 of the Companies Act 1985 (other than the shares
                    already owned by it and Sungkai);

'Bertam Share       the Bertam Holdings PLC Approved Executive Share Option
Schemes'            Scheme and the Bertam Holdings PLC Executive Share Option
                    (No. 2) Scheme;

'Bertam             the holders of Bertam Shares;
Shareholders'

'Bertam Shares'     shares of 10p each in Bertam;

'Boards' or         the directors of Rowe Evans and the two Scheme Companies
'Directors'

'Business Day'      a day on which the London Stock Exchange is open for the
                    transaction of business;

'City Code'         the City Code on Takeovers and Mergers;

'Court'             the High Court of Justice in England and Wales;

'CREST'             the relevant system (as defined in the Regulations) in
                    respect of which CRESTCo Limited is the Operator (as defined
                    in the Regulations);

'Effective Date'    the date on which the Schemes become effective in accordance
                    with their terms;

'Enlarged Group'    the Rowe Evans Group as enlarged by such of the Mergers as
                    are successfully implemented;

'f.f.b.'            oil palm fresh fruit bunches;

'GP'                Gubbagunyah Partnership;

'Grant Thornton     the corporate finance division of Grant Thornton UK LLP
Corporate           which is authorised in the UK by the FSA to carry on
Finance'            investment business;

'Grant Thornton UK  a limited liability partnership with its registered office
LLP'                at Grant Thornton House, Melton Street, Euston Square,
                    London NW1 2EP;

'Khong & Jaafar'    Khong & Jaafar Sdn. Bhd., the professional valuers who have
                    valued the Indonesian and Malaysian estates for the purposes
                    of the Mergers;

'Lendu'             Lendu Holdings PLC;

'Lendu Group'       Lendu and its subsidiaries;

'Lendu Scheme'      the scheme of arrangement by which Rowe Evans will acquire
                    the whole of the issued share capital of Lendu under section
                    425 of the Companies Act 1985 (other than the shares already
                    owned by it and, in certain circumstances, the shares
                    already owned by Bertam and Sungkai);

'Lendu Shares'      shares of 5p each in Lendu;

'Lendu              the holders of Lendu Shares;
Shareholders'

'London Stock       London Stock Exchange plc;
Exchange'

'Mergers'           the proposed acquisition by the Company by way of the
                    Schemes of the whole of the issued share capitals of each of
                    Bertam and Lendu, and the expression 'Merger' refers to the
                    proposed acquisition of either one of them as the context
                    requires;

'M.P. Evans         the companies for which M.P. Evans (UK) Limited acts as
Grouping Companies' company secretary and which include each of Rowe Evans,
or 'M.P. Evans      Bertam, Lendu and Sungkai;
Grouping'

'NAPCo'             The North Australian Pastoral Company Pty. Limited;

'New Rowe Evans     the new Rowe Evans Shares to be issued, credited as fully
Shares'             paid, pursuant to the Schemes;

'Panel'             The Panel on Takeovers and Mergers;

'RM'                Malaysian Ringgit. Throughout this document, except where
                    otherwise indicated, an exchange rate of £1=RM7.07 has been
                    used;

'Rowe Evans'        Rowe Evans Investments PLC;

'Rowe Evans'        the issued share capital of Rowe Evans as enlarged pursuant
Enlarged Share      to the issue and allotment of the New Rowe Evans Shares,
Capital'            assuming that both Schemes have become effective, and
                    following the cancellation of all of the Rowe Evans Shares
                    as are held by the Bertam Group and Sungkai;

'Rowe Evans         Rowe Evans and its subsidiaries;
Group'

'Rowe Evans Share   the Rowe Evans Investments PLC Approved Executive Share
Option Schemes'     Scheme and the Rowe Evans Investments PLC Executive Share
                    Option (No. 2) Scheme;

'Rowe Evans         shares of 10p each in the Company;
Shares'

'Schemes'           the Bertam Scheme and the Lendu Scheme and 'Scheme' refers
                    to either one of them;

'Scheme             each of Bertam and Lendu and 'Scheme Company' refers to
Companies'          either one of them;

'Scheme             holders of Bertam Shares or Lendu Shares other than (i) the
Shareholders'       Company (ii) in the case of the Bertam Scheme, Sungkai and
                    (iii) in the case of the Lendu Scheme, if the Bertam Scheme
                    is sanctioned by the Court prior to the date on which the
                    Lendu Scheme becomes effective, Bertam and Sungkai;

'Scheme Shares'     those shares held by Scheme Shareholders;

'SEDOL'             the Stock Exchange Daily Official List;

'Strand Partners'   Strand Partners Limited;

'Sungkai'           Sungkai Holdings Limited, a private company which is a
                    member of the M.P. Evans Grouping;

'Taylor Byrne'      Taylor Byrne Pty. Limited, the professional valuers who have
                    valued Woodlands for the purposes of the Mergers;

'US$'               United States Dollar. Throughout this document, except where
                    otherwise indicated, an exchange rate of £1=US$1.86 has been
                    used; and

'Westhouse'         Westhouse Securities LLP.


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