Open Offer and Disposals

R.E.A.Hldgs PLC
10 April 2001

                             R.E.A. Holdings plc

               Open Offer, Disposals and Capital Reorganisation



Summary

R.E.A. Holdings plc ('the company') announces proposals involving

  * the sale of the group's existing head office property, 7 Bedford Square,
    to Birkbeck College for £2.15 million (net of expenses)
  * the sale of the company's wholly owned subsidiary, REAT, to the
    company's largest shareholder, Emba, for £3.12 million (net of expenses)
  * further investment of some $1.5 million (£1 million) in the East
    Kalimantan project
  * the reorganisation of the existing issued ordinary share capital of the
    company by conversion of each issued existing ordinary share into one new
    ordinary share and one deferred share
  * the reduction of the company's capital by the cancellation of the
    deferred shares created pursuant to the reorganisation
  * an open offer of new ordinary shares to raise some £1.3 million (net of
    expenses)
  * an amendment of the rights attaching to the warrants

Implementation of the proposals will require various approvals from holders of
warrants and existing ordinary shares. Notices are to be set out at the end of
an explanatory circular (expected to be despatched to shareholders and warrant
holders today) of a meeting of warrant holders, a class meeting of existing
ordinary shareholders and an extraordinary general meeting of the company, all
of which have been convened for 3 May 2001, for the purposes of considering
resolutions to provide the necessary approvals ('the circular').



Sale of 7 Bedford Square

REAS, a wholly owned subsidiary of the company, owns a long leasehold interest
in 7 Bedford Square. The property comprises some 4,250 sq ft of net usable
office space on five floors. Of these, the basement is sublet, on a short
lease, to a third party. The rest of the property has hitherto been utilised
as the group's head office. With reducing staff numbers in the head office,
the property provides more office space than now required and it is therefore
intended that the head office should move to smaller rented premises.

REAS has conditionally agreed to sell to Birkbeck College the leasehold
interest in 7 Bedford Square, subject to the sublease of the basement but
otherwise with vacant possession, for a gross consideration of £2.2 million to
be paid in cash on completion of the sale.

The sale is conditional upon the superior landlord's consent and upon
shareholders' approval. The directors, Emba and certain other shareholders,
together holding in excess of 50 per cent of the existing ordinary shares,
have irrevocably undertaken to the company that they will vote in favour of
the ordinary resolution required to approve the sale.

Expenses of the sale of 7 Bedford Square, comprising legal fees and selling
commission, are estimated to amount to £50,000 on which basis the net proceeds
of sale would amount to £2,150,000. That compares with the net book value at
which the property was included in the consolidated group balance sheet at 31
December 2000 of £1.5 million. The directors consider that the net proceeds to
be received from the sale of 7 Bedford Square justify the sale of that
property at the price agreed with Birkbeck College.

An independent valuation report on 7 Bedford Square was commissioned for the
purposes of the circular and is reproduced therein. On the basis stated in
that report, the valuation places a value on 7 Bedford Square as at 7 March
2001 of £2 million as compared with the net book value at which the property
was included in the consolidated group balance sheet at 31 December 2000 of £
1.5 million (such net book value having been based on a previous independent
valuation made as at 31 December 1997).



Sale of REAT

REAT is a wholly owned subsidiary of the company and acts as a sub-holding
company principally for the group's sisal interests in East Africa and for the
group's interest in AAA, an unlisted UK public company engaged in fruit
farming and viticulture in California.

The company has conditionally agreed to sell, to Emba, the whole of the issued
share capital of REAT for an aggregate consideration of £3,145,000 to be
satisfied as to £700,000 by the assumption by Emba of liability to repay a
loan balance of that amount owed by the company to REAT and as to the balance
of £2,445,000 in cash on completion of the sale. The consideration will be
increased by the aggregate amount of any savings accruing to REAT should
certain known liabilities of REAT ultimately be settled at below the amounts
expected (aggregating £633,000). Legal fees and other expenses arising in
connection with the sale are estimated at £25,000.

The sale is conditional upon shareholders' approval. Mr R M Robinow and his
associates have a substantial interest in Emba which itself holds a
substantial interest in the company. Accordingly, Mr Robinow and Emba, and
their respective associates, have undertaken to abstain from voting on the
resolution to approve the sale of REAT.

The aggregate combined net loss on ordinary activities before taxation of the
REAT sub-group included in the consolidated group profit and loss account for
the year ended 31 December 2000 was £223,000 and the aggregate net book value
of the combined net tangible assets of the REAT sub-group included in the
consolidated group balance sheet at 31 December 2000 was £3,121,000.



Further Investment in the East Kalimantan Project

The East Kalimantan project is being developed under the direct ownership of
an Indonesian company, REA Kaltim, which is a wholly owned subsidiary of
Makassar (a holding company that exists only for the purpose of investment in
REA Kaltim). The group derives its interest in the project through its
shareholding in Makassar,. The group's effective equity interest in the
project on an undiluted basis is 49 per cent but would fall to 42 per cent on
a fully diluted basis if the outstanding warrants to subscribe ordinary shares
in Makassar were to be exercised prior to their expiry date of 31 March 2002.

The East Kalimantan project is based on a total concession area of 125,000
hectares located some 140 kilometres north west of Samarinda, the capital of
East Kalimantan. Of the total concession area, 50,000 hectares (the 'nucleus
area') has been designated for development by REA Kaltim itself and the
balance of 75,000 hectares for development under the joint ownership of REA
Kaltim and local Indonesian interests. Of the nucleus area, full registered
land titles have to-date been granted to REA Kaltim in respect of 30,100
hectares. Grant of full registered land title to a further 12,400 hectares is
at an advanced stage.

REA Kaltim has since 1997 concentrated on completing development work that was
at that time already in hand. As a result, the developed area of the project
(which is entirely on land with full registered land title) now comprises
13,400 hectares all planted with oil palms, of which some 4,700 hectares are
already classified as mature, a further 7,300 hectares are due to come to
maturity at the end of 2001 and the balance of 1,400 hectares are due to come
to maturity by the end of 2003.

The early finance for the East Kalimantan project was provided in the form of
share capital subscribed by the group, the MEZ group and third party investors
in the project. This was later augmented by further subscriptions of equity
capital by these initial investors and by substantial bank loans sourced from
within Indonesia. However, in mid 1997, economic destabilisation in many parts
of the Far East was followed by political destabilisation in Indonesia. As a
result, much of the Indonesian banking industry became insolvent and it became
virtually impossible to raise debt finance for investment in Indonesia from
conventional financing sources.

Faced with this problem, all parties involved agreed that the planned further
expansion of the project should be postponed until such time as cash flow from
development already in hand permitted its resumption and that, in the
meanwhile, efforts should be made to complete development works that had
already been started. In support of this decision, the group and the MEZ group
agreed to provide further financial assistance to the project by way of loans
and guarantees (but on terms that the provision of such support would be
subject to regular review in the light of political and economic developments
in Indonesia and progress of the project).

In the case of the group, the directors decided that the obvious requirement
for funding that the agreement to provide financial assistance to the East
Kalimantan project would necessitate should be combined with moves to focus
the group on its agro-industrial activities. They further decided that, in so
far as possible, the former requirement should be met by divestments designed
to meet the latter objective. To that end, a major reconstruction of the group
was effected in 1998 resulting in the effective demerger of former group
operations outside the agro-industrial area and in a substantial release of
working capital to the group.

Following on from the 1998 reconstruction, the group has continued to divest
non-core businesses and assets and to apply the proceeds from such divestments
in providing finance to the East Kalimantan project. The extent of the finance
now projected to be needed from the group and other investors in the project
to carry the project to the point at which it will become self-supporting from
internally generated cash flow has unfortunately increased by over $12 million
(£8 million) above the level of some $12 million (£8 million) that was
originally projected in 1998. This has been for two principal reasons: a
slower than expected build up in crops following the effects of the El Nino
weather phenomenon in late 1997 and 1998 and lower than originally anticipated
prices for crude palm oil.

These difficulties notwithstanding, from an operational viewpoint, the East
Kalimantan project has progressed satisfactorily over the past three years and
continues to do so. Nearly 90 per cent of existing plantings should be mature
by the end of the current year, crops are increasing steadily and can be
confidently expected to continue to do so for some time to come, the palm oil
mill is now operational and the ancillary facilities necessary for the
evacuation of the project's palm product output have been established. Apart
from expenditure of some $3 million (£2 million) required for an extension of
mill capacity, it can be expected that, absent any further expansion of
planted areas, annual levels of capital expenditure will decline sharply from
the end of the current year.

Significant uncertainties still remain both as to the future evolution of the
political and economic environments in Indonesia and as to the final financing
arrangements that the East Kalimantan project will make with present and
prospective lenders to provide the funding still needed to carry the project
to self sufficiency. Nevertheless, the operational situation described in the
previous paragraph does mean that projections can now be made of the further
funding that the project may require from the group on a variety of different
assumptions as to the final financing arrangements made in respect of the
project. The directors have concluded that it would be sensible to work on the
basis that the level of the further funding requirement from the group will be
$1.5 million (£1 million). It is the principal object of the proposals to fund
the group to an extent sufficient to enable it to meet that requirement.



Reorganisation

The company's issued existing ordinary shares have for some time traded on the
London Stock Exchange at a significant discount to their par value of £1.
Absent any reorganisation of capital, this would make it difficult to raise
new capital by way of an issue of existing ordinary shares because the issue
of shares fully paid at a discount to their par value is prohibited by law.

Accordingly, as a pre-condition of the open offer, it is proposed, subject to
shareholder approval, that each issued existing ordinary share should be
subdivided into one new ordinary share (having a par value of 25p) and one
ordinary share of 75p and that each ordinary share of 75p should thereupon be
converted into a deferred share.

The deferred shares would have the rights provided by the articles of
association of the company as proposed to be amended at the extraordinary
general meeting and would be of negligible value. As explained under
'Reduction of capital below', it is proposed that the entire deferred share
capital should subsequently be cancelled.

It is also proposed that each existing ordinary share in the authorised but
unissued existing ordinary share capital should be subdivided into four new
ordinary shares.

So far as concerns existing ordinary shareholders, the overall effect of the
reorganisation and subsequent cancellation of the deferred shares will be that
their current holdings of existing ordinary shares will be converted into
holdings of new ordinary shares on the basis of one new ordinary share for
each existing ordinary share.

The reorganisation is conditional upon


    (a)     resolutions providing for approval of the reorganisation being
    duly passed by a meeting of holders of the warrants and by a separate
    class meeting of existing ordinary shareholders, (both of which meetings
    are expected to be held on 3 May 2001); and

    (b)     the new ordinary shares arising from the reorganisation being
    admitted by the UK Listing Authority to the Official List and by the
    London Stock Exchange to trading on its markets for listed securities.

Following the reorganisation, holders of new ordinary shares will be entitled
to the same rights, in all respects, as currently attach to the existing
ordinary shares save that the nominal value of each share will be 25p instead
of the current £1. The amount of future dividends paid by the company in
respect of its issued ordinary share capital will not be affected as a result
of the reorganisation.

The reorganisation is expected to become unconditional on 8 May 2001,
following admission of the new ordinary shares to the Official List and to
trading on the London Stock Exchange.

As referred to under 'Warrant rights' below, an effect of the reorganisation
will be to eliminate the complexities involved in giving effect to the current
warrant entitlements. After the reorganisation, each warrant will entitle the
holder to subscribe for one new ordinary share at a price of 73.5p either in
cash or by the surrender of 0.735 preference shares.



Reduction of Capital

Subsequent to implementation of the reorganisation, it is proposed, subject to
shareholder approval, that the capital of the company be reduced by cancelling
the entire deferred share capital arising as a result of the reorganisation.
The objects of such cancellation will be to rationalise the capital of the
company that will result from the reorganisation and to release the capital
paid up on the issued deferred shares to distributable reserves.

The company is permitted by law to pay dividends on its shares only out of
distributable reserves. The level of distributable reserves shown by the
company's balance sheet at 31 December 2000 was some £1.6 million. Against the
background that the company's revenues will in future be heavily dependent
upon interest and dividends deriving directly or indirectly from the East
Kalimantan project and the possibility that arrangements for the future
funding of the project may restrict, at least for a period, the payment of
such interest and dividends, the directors are concerned that the present
positive balance of distributable reserves may be eliminated by charges
against those reserves.

The directors' present intentions regarding future payments of dividends are
referred to in 'Prospects and dividends' below. Those intentions, however, are
based wholly on commercial considerations and cannot exclude the possibility
of a situation in which the directors feel able, from a commercial viewpoint,
to recommend payment of, or to declare, a dividend when the company is legally
precluded from paying such dividend by reason of a deficit on its
distributable reserves. The directors believe that it would be unfortunate if
such a situation arose, particularly with reference to the continued payment
of dividends on the preference shares. The likelihood of such an occurrence
will be significantly reduced by the release to distributable reserves of the
capital paid up on the issued deferred shares that the proposed cancellation
of deferred shares would achieve.

The proposed reduction of capital is conditional upon satisfaction of the
conditions of the reorganisation and upon a resolution providing for approval
of the reduction being duly passed by a meeting of holders of the warrants.

The proposed reduction of capital is further conditional upon confirmation by
the High Court. Subject to, and as soon as practicable following, satisfaction
of the other conditions of the reduction, the company will apply to the High
Court for an order providing the required confirmation. It is expected that
such an order can be obtained by the end of July 2001. The reduction will not
become effective until the order has been registered with the Registrar of
Companies. The High Court will require to be satisfied that the interests of
the company's creditors will not be prejudiced as a result of the reduction of
capital. The company expects to give an undertaking to treat the reserve
arising on the cancellation of the deferred shares as non-distributable until
all creditors at the time that the reduction of capital takes effect have been
discharged or have consented to the reserve becoming distributable.



Open Offer

The company is seeking to raise £1.3 million (net of expenses) by inviting
subscription of 3,242,734 offered shares.

Pursuant to the open offer, qualifying holders are being invited to subscribe
offered shares, at a price of 46p per share, payable in full on application,
on the following proportionate bases:

3 offered shares for every 10 existing ordinary shares; and

3 offered shares for every 10 warrants

in each case as held by them at close of business on 30 March 2001.
Entitlements to offered shares will be rounded down to the nearest whole
number of offered shares.

Qualifying holders may also apply for offered shares in excess of their pro
rata entitlements up to the total number of 3,242,734 offered shares but
applications for additional offered shares will be accepted only to the extent
that pro rata entitlements are not taken up in full by qualifying holders and
will be subject to scaling down. Such scaling down will be in the proportion
that the number of offered shares available to meet applications for
additional offered shares bears to the aggregate number of offered shares for
which application for additional offered shares have been made.

Further details of the open offer, including the terms and conditions thereof
and the procedure for application and payment, are set out in the circular and
in the application forms which accompany it.

Certain directors (together with persons connected with them within the
meaning of section 346 of the Companies Act 1985) and Emba (together with
persons acting in concert with it) have agreed, subject to satisfaction of the
conditions of the open offer, to take up their entitlements to offered shares
under the open offer to the extent of not less than 1,377,370 offered shares
in aggregate (representing 42.5 per cent of the offered shares).

Furthermore, to provide assurance that, subject to satisfaction of the
conditions of the open offer, all offered shares will be subscribed, Emba has
agreed to subscribe or procure subscribers for the balance of 1,865,364
offered shares, at the open offer subscription price of 46p per share, to the
extent that the same are not subscribed pursuant to the open offer. Such
agreement is conditional only upon satisfaction of the conditions of the open
offer.



Warrant Rights

Each warrant currently entitles the holder in effect to subscribe one existing
ordinary share at a price of 73.5p either in cash or by surrender of 0.735
preference shares.

Because existing ordinary shares have a par value of £1 per share and by law
may not be issued fully paid at a discount to par value, the effect of the
present warrant entitlement is achieved by issuing 58 out of every 100
existing ordinary shares to which an exercising holder of warrants becomes
entitled as paid up out of the proceeds of exercise (comprising 73.5p in cash
or 0.735 surrendered preference shares per warrant) and the balance of 42 out
of every 100 such shares as credited as fully paid up at par by way of
capitalisation of part of the amount standing to the credit of the share
premium account of the company.

An effect of the reorganisation will be to eliminate the need for such
complexities, as the new ordinary shares will have a par value of 25p per
share.

In the event of implementation of the reorganisation, each warrant will in
future entitle the holder to subscribe one new ordinary share at a price of
73.5p either in cash or by surrender of 0.735 preference shares.

However, the rights attaching to the warrants are such that both the
reorganisation and the proposed cancellation of the deferred shares require
the approval of warrant holders. Resolutions to provide such approval are set
out in the notice of meeting of holders of the warrants included in the
circular.

Concurrently with the above changes and in recognition that the consent of
holders of warrants is a pre-requisite of the reorganisation and the
cancellation of the deferred shares, it is proposed that the life of the
warrants should be extended by three years from 2010 to 2013. Such extension
is conditional upon satisfaction of the conditions of the reorganisation.



Proceeds

The net proceeds to the group from the proposed sales of 7 Bedford Square and
REAT and from the open offer are projected to amount in total to £5.86 million
made up as follows
                                                                  £'000
Sale of 7 Bedford Square                                          2,150
Sale of REAT                                                      2,420
Open offer                                                        1,292
                                                                  5,862



Of the proceeds of sale of 7 Bedford Square, £1.24 million will be applied in
repayment of a mortgage loan of that amount secured on 7 Bedford Square. The
remainder of such proceeds and the proceeds of sale of REAT will then be
utilised first in repaying unsecured bridging indebtedness owed to Emba (of
which the outstanding amount at the date of this document was £3,200,000) and,
as to the balance of £130,000, will be retained on deposit by the group
pending utilisation. The net proceeds of the open offer will be applied as to
some £1 million in funding further investment in the East Kalimantan project
and, as to the balance of £292,000, will be retained by the group pending
utilisation. Where the group retains funds on deposit, these will be utilised
to provide a contingency in relation to the further investment required in the
East Kalimantan project and to fund related UK expenses of the group.

Allowing for the further commitment of £1 million to the East Kalimantan
project , the directors are satisfied that, following implementation of the
proposals, the group (as it will then be constituted) has sufficient working
capital for its present requirements (that is for the twelve months following
the date of the circular).

The directors do not expect that any material liability for taxation will
arise from the sale of 7 Bedford Square or of REAT.



Prospects and Dividends

Following implementation of the proposals, substantially the whole of the
group's assets would comprise its interests in the East Kalimantan project and
Deundi Tea Company Limited, together with some cash. If circumstances permit,
the directors would consider divesting, in whole or part, the interests in the
Deundi Tea Company Limited (at present 50 per cent owned) so as to complete
the transformation of the company into a vehicle providing a pure investment
in the East Kalimantan project.

Accordingly, the prospects for the group (as it will be constituted following
the sales of 7 Bedford Square and REAT) essentially mirror the prospects for
the East Kalimantan project. In summary, notwithstanding the inherent risks,
the directors believe that the highly leveraged relationship between the East
Kalimantan project's future revenues and future levels of crude palm oil
prices, provides the group (as so constituted) with major upside but with the
achievement of that upside dependent upon, amongst other things, surmounting
the present political risks of Indonesia and the financing uncertainties that
at present face the East Kalimantan project.

In the short term, it must be recognised that, with younger plantings not yet
at peak production and an overhead base that already has to support
substantially all the costs of operating a 13,400 hectare development, unit
costs of production will be higher (and in the immediate short term
significantly higher) than they will be when the existing development reaches
full maturity. Coupled with interest charges on borrowings that have financed
development that is not yet fully productive, project and group results will
be very sensitive to crude palm oil prices. 2001 production and costs are in
line with budgets.

The directors have not recommended the payment of a dividend on the issued
existing ordinary shares in respect of 2000 and would not anticipate
recommending payment of dividends on issued new ordinary shares until such
time as the East Kalimantan project is providing a positive cash contribution
to the group.

As respects the issued preference shares, absent any major adverse change in
their perception of the risks inherent in the East Kalimantan project, the
directors intend that the first of the two fixed semi-annual dividends for
2001 should be paid. Beyond that, the directors are currently of the view that
payment of dividends on the preference shares should be made only out of cash
resources generated from the group's operations, or from further divestment of
group assets, and would have to reflect carefully before declaring a dividend
on the preference shares if payment of that dividend had, in effect, to be met
out of new money raised from ordinary shareholders.

The City Code on Takeovers and Mergers

Emba and persons acting in concert with it (the 'concert group') together own
3,990,423 existing ordinary shares (representing 43.4 per cent of the issued
ordinary share capital of the company). As referred to under 'Open offer'
above, the concert group has undertaken to take up its full pro rata
entitlement under the open offer. In addition, Emba has committed to subscribe
or procure subscribers for up to a further 1,865,364 offered shares to the
extent that such shares are not taken up by qualifying holders.

The number of offered shares that Emba will be required to take up pursuant to
the above mentioned commitment will depend both upon the number of offered
shares that are taken up by qualifying holders and upon the number of offered
shares not so taken up for which Emba procures subscribers and does not itself
subscribe. However, the number that Emba is so required to take up could
result in the concert group's percentage interest in the issued ordinary share
capital of the company increasing above its current level of 43.4 per cent
and, in the extreme case that offered shares are taken up under the open offer
only by those qualifying holders from whom commitments have been received to
take up shares under that offer (and then only to the extent of such
commitments) and that all offered shares not taken up by those qualifying
holders are subscribed by Emba, could result in the concert group obtaining a
percentage interest in the issued ordinary share capital of the company of
57.1 per cent.

Under rule 9 of the City Code on Takeovers and Mergers, any person who,
together with persons acting in concert with him, holds not less than 30 per
cent nor more than 50 per cent of the voting rights of a public company and
increases the percentage of the voting rights held by him is required to
extend a general offer to all remaining shareholders enabling, inter alia,
such remaining shareholders to exit from their investment in the company
concerned. Owing to the fact that the open offer may result in the concert
group obtaining an increased holding of up to 57.1 per cent of the issued
voting shares of the company and that no general offer is proposed, the Panel
on Takeovers and Mergers has required that such maximum percentage holding of
the concert group be approved by independent shareholders of the company by
way of an ordinary resolution taken on a poll. Therefore, a resolution is set
out in the notice of extraordinary general meeting included in the circular
(which provides for approval of the maximum potential percentage interest of
the concert group) will be put to a poll on which members of the concert group
will not vote.

If the final aggregate holding of the concert group is in excess of 50 per
cent of the issued voting shares of the company, for so long as the concert
group continues to hold in excess of 50 per cent of the votes exercisable at
general meetings of the company, under the rules currently in force, the
concert group would be permitted to acquire further voting shares of the
company without incurring any obligation under the City Code on Takeovers and
Mergers to make a general offer for all the outstanding voting shares of the
company not owned by the concert group. If, however, the final aggregate
holding of the concert group is between 30 per cent and 50 per cent of the
issued voting shares of the company, the concert group will be prohibited by
the provisions of the City Code from increasing its percentage holding of
voting shares of the company unless, having done so, it immediately makes such
a general offer.



Recommendation

For the reasons explained under 'Sale of REAT' above, Mr R M Robinow and Emba,
and their respective associates, have undertaken to abstain from voting on the
second resolution set out in the notice of extraordinary general meeting
convened for 3 May 2001 (which provides for approval of the sale of REAT). For
the further reasons explained under 'The City Code on Takeovers and Mergers'
above, the members of the concert group have undertaken to abstain from voting
on the relevant resolution set out in that notice.

The independent directors of the company (being all the directors other than
Mr R M Robinow), who have been so advised by Arthur Andersen Corporate
Finance, consider the terms of the proposed sale of REAT and of the waiver by
the Panel on Takeovers and Mergers of the requirement to make a bid under rule
9 of the City Code in respect of the underwriting arrangements with Emba to be
fair and reasonable so far as other holders of shares and warrants in REA are
concerned. In providing advice to the independent directors, Arthur Andersen
Corporate Finance has taken into account the commercial assessments of the
directors.

The independent directors believe that the proposed sale of REAT and
underwriting arrangements with Emba are in the best interests of the company
and of its shareholders as a whole. Accordingly, the independent directors
recommend holders of existing ordinary shares to vote in favour of the
relevant resolutions set out in the notice of the extraordinary general
meeting as they (and persons connected with them within the meaning of section
346 of the Companies Act 1985) intend to do in respect of their own beneficial
holdings. Such beneficial holdings amount in aggregate to 497,946 existing
ordinary shares (representing 5.4 per cent of the issued existing ordinary
share capital of the company).

All the directors believe that all other aspects of the proposals (being all
the proposals other than those referred to in the preceding paragraph as
respects which only the independent directors are making the recommendation in
that paragraph) are in the best interests of the company, its shareholders and
the holders of its warrants. Accordingly, the directors recommend holders of
existing ordinary shares to vote in favour of the relevant resolutions set out
in the notice of the meetings set out in the circular, as they (and persons
connected with them within the meaning of section 346 of the Companies Act
1985) ) intend to do, as regards all such meetings, in respect of their own
beneficial holdings. Such beneficial holdings amount in aggregate to 543,029
existing ordinary shares (representing 5.9 per cent of the issued existing
ordinary share capital of the company) and 150,648 warrants (representing 9.3
per cent of the warrants).

Undertakings to vote in favour of the resolution to approve the sale of 7
Bedford Square have been obtained from Emba and others as detailed under 'Sale
of 7 Bedford Square' above. In addition, Emba has undertaken to vote in favour
of all the resolutions referred to in the preceding paragraph in respect of
its holdings of 3,910,213 existing ordinary shares (representing 42.6 per cent
of the issued existing ordinary share capital of the company) and 28,672
warrants (representing 1.8 per cent of the warrants).

The circular will be on display at, and copies will be available free of
charge from, the company's registered and head office at 7 Bedford Square,
London WC1B 3RA from the date the circular is posted up to and including the
date of the meetings referred to in the circular.

Enquiries

Nigel Newby

R.E.A. Holdings plc 020 7631 3988

Leonie Grimes, David Kent

Arthur Andersen Corporate Finance 020 7438 3000



Definitions
      Unless the context otherwise requires, the following definitions
      apply throughout this announcement

      'application    the form upon which a qualifying holder may apply
      form'           for offered shares pursuant to the open offer

      'Arthur         the corporate finance division of Arthur Andersen
      Andersen

      Corporate
      Finance'
      'associate'     an associate as defined in sub-paragraphs (d) and
                      (e) of paragraph 11.1 of the listing rules

      '7 Bedford      the office property at 7 Bedford Square, London
      Square'         WC1B 3RA

      'AAA'           Anglo American Agriculture plc

      'board' or      the directors of the company
      'directors'

      'company' or    R.E.A. Holdings plc
      'REA'

      'deferred       deferred shares of 75p each in the capital of the
      shares'         company

      'East           the oil palm plantation project in East Kalimantan,
      Kalimantan      a province of Indonesia, being developed by REA
                      Kaltim
      project'

      'Emba'          Emba Holdings Limited

      'existing       ordinary shares of £1 each in the capital of the
      ordinary        company
      shares'

      'group'         REA and its subsidiaries

      'listing rules' the listing rules made under section 142 of the
                      Financial Services Act 1986
      'London Stock   London Stock Exchange plc
      Exchange'

      'Makassar'      Makassar Investments Limited

      'MEZ group'     companies controlled by Mr M E Zukerman and
                      Zukerman family trusts

      'new ordinary   ordinary shares of 25p each in the capital of the
      shares'         company

      'offered        the 3,242,734 new ordinary shares proposed to be
      shares'         issued pursuant to the open offer

      'Official List' the Official List maintained by the UK Listing
                      Authority

      'open offer'    the underwritten invitation to qualifying holders
                      contained in this document and the application
                      forms to subscribe for offered shares

      'preference     9 per cent cumulative preference shares of £1 each
      shares'         in the capital of the company

      'proposals'     the proposals, details of which are contained in
                      this document, for the sale of 7 Bedford Square,
                      the sale of REAT, for further investment in the
                      East Kalimantan project, for the reorganisation and
                      the subsequent cancellation of the deferred shares
                      arising therefrom, for amendment of the rights
                      attaching to the warrants and for the open offer

      'qualifying     holders of existing ordinary shares and warrants on
      holders'        the registers of members or of warrant holders at
                      the close of business on 30 March 2001 (other than
                      certain overseas holders)

      'REAS'          R.E.A. Services Limited

      'REA Kaltim'    P.T. REA Kaltim Plantations

      'REAT'          R.E.A. Trading Limited

      'REAT           REAT and the other companies listed under
      sub-group'      'Composition of the REAT sub-group' in Part IV of
                      the circular

      'reorganisation' the reorganisation of the share capital of the
                      company proposed in the circular, primarily
                      providing in effect for the conversion of each
                      issued existing ordinary share into one new
                      ordinary share and one deferred share

      'RVP'           REA Vipingo Plantations Limited

      'warrants'      warrants each entitling the holder in effect to
                      subscribe for one ordinary share at a price 73.5p
                      either in cash or by surrender of 0.735 preference
                      shares



Except where otherwise explicitly stated or clear from the context, amounts
expressed in dollars (or shown with the symbol '$') are US dollar amounts and
have been converted to sterling on the basis of an exchange rate of £1 = $1.49
being the closing rate on 31 December 2000.



ENDS