Statement re. potential sale

Shanks Group PLC
17 May 2004



POTENTIAL SALE OF SHANKS' LANDFILL ASSETS

Shanks Group Plc (Shanks) confirms that for some months it has been in
discussions with the Pennon Group Plc (Pennon) concerning the potential sale of
its UK landfill and landfill gas assets (Landfill Assets) to Pennon.  These
discussions are continuing and are at an advanced stage, although there can be
no certainty that they will lead to such a sale.

During the course of these discussions, Terra Firma approached Shanks with a
view to acquiring the Landfill Assets.  After conducting initial due diligence,
Terra Firma wrote to Shanks seeking to impose a number of pre-conditions on its
continued involvement in the process.  These pre-conditions included
underwriting its costs and entering into a period of 8 weeks exclusivity.  Given
the indicative price relative to Pennon's offer, the Board rejected this
proposal.  Terra Firma has recently re-approached Shanks.  The above
pre-conditions have been removed and the indicative price has been improved,
however the requirement for due diligence remains.  There is uncertainty over
whether Terra Firma's approach would lead to a binding offer for the Landfill
Assets and, if it did, what the consideration and contractual terms would be.



A further announcement will be made when appropriate.


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