Appointments and CLG Interest

Wilmington Group Plc
27 February 2002





WILMINGTON GROUP PLC

27 FEBRUARY 2002

              WILMINGTON GROUP PLC ('WILMINGTON' OR THE 'COMPANY')


    BOARD APPOINTMENTS AND PROPOSED VARIATIONS OF THE OPTIONS TO ACQUIRE THE
                 MINORITY INTEREST IN CENTRAL LAW GROUP LIMITED


Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan.



The Board announces today:

        the appointment of Charles Brady as Chief Executive of the Group with 
        immediate effect;

        the proposed variation of the options to acquire the minority interest 
        in Central Law Group Limited; and

        current trading in line with the Directors' expectations.

Brian Gilbert, Chairman, commented:

'Charles Brady is an outstanding candidate as the new Chief Executive. He
founded and subsequently built the Central Law Group into a highly profitable
and successful business that enjoys unquestioned market leadership. Charles is a
dynamic manager, representing a generational change in the leadership of the
Company, and I believe he will lead Wilmington successfully for many years to
come.'

For further information, please contact:

Wilmington Group plc                                               020 7251 6499


Brian Gilbert, Executive Chairman

Charles Brady, Chief Executive



Hoare Govett Limited                                               020 7678 8000


Justin Jones

Andrew Osborne


Hoare Govett Limited, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for the Company, and no-one else in
connection with the proposals and will not be responsible to anyone else other
than the Company for providing the protections afforded to clients of Hoare
Govett Limited or for providing advice in relation to the proposals, the
contents of this announcement or any other matters described herein.



Appendix I contains the definitions used in this announcement.

              WILMINGTON GROUP PLC ('WILMINGTON' OR THE 'COMPANY')


    BOARD APPOINTMENTS AND PROPOSED VARIATIONS OF THE OPTIONS TO ACQUIRE THE
                 MINORITY INTEREST IN CENTRAL LAW GROUP LIMITED








INTRODUCTION


Board appointments


The Board announces today the appointment of Charles Brady as Chief Executive of
the Group. Mr Brady has been a Director since November 1999 with responsibility
for the Group's Events Division which comprises the CLG Group. Following this
new appointment, Stephen Broome, who was joint managing director of CLG with
Charles Brady, will assume day-to-day responsibility for the CLG Group.


Rory Conwell has stepped down from the position of Chief Executive as, for
personal reasons, he feels he is no longer able to commit himself to the Group
on a full time basis. However, the Board is pleased to report that he will
remain on the Board with responsibility for developing and expanding our
business information interests. The role takes account of his availability but
allows the Group to retain the benefit of his extensive knowledge and
experience.


Proposed Variations


At present, Wilmington owns shares in CLG which together entitle it to 87.04 per
cent of all rights attached to CLG's issued share capital. The remaining shares
in CLG, which together entitle the holders to 12.96 per cent of all rights
attached to CLG's issued share capital and are subject to the Outstanding
Options, are owned equally by Messrs. Brady and Broome. Given the appointment of
Mr Brady as Chief Executive, the Independent Directors consider it appropriate
to put in place arrangements which, subject to Shareholder approval, will enable
the Outstanding Options to be exercised and thereby allow Wilmington to acquire
the whole of the minority interest in CLG as soon as practicable so as to remove
any potential conflicts of interest between the management of the Group as a
whole and CLG. The Option Agreements do not take into account the current
circumstances and would not ordinarily enable Wilmington to complete the
acquisition of the Outstanding Option Shares until during the second quarter of
2003. Therefore it is proposed that the Option Agreements are now varied
following negotiations between the Independent Directors and the Vendors.
Accordingly, the Board also announces today that the Company proposes entering
into the Deeds of Variation, subject to Shareholder approval, with a view to
completing the Acquisition as soon as practicable.


As a result of these negotiations, the consideration payable for the minority
interest in CLG has been agreed at £7.8 million and it is proposed that the
exercise period under the Option Agreements be varied such that the Outstanding
Options may be exercised so as to enable Completion to now take place no later
than 14 June 2002. It is also proposed that the consideration payable on
exercise of the Outstanding Options be satisfied in part by the issue to the
Vendors, in aggregate, of 1,458,722 New Ordinary Shares on Completion and in
part by the payment to the Vendors of approximately £5.7 million in cash in July
2003. The New Ordinary Shares would represent approximately 1.8 per cent of the
Company's issued share capital as enlarged following Completion. The Vendors
will undertake in the Deeds of Variation not to dispose of any of the New
Ordinary Shares prior to 1 July 2003 (other than by way of an acceptance of a
general offer for all of the Ordinary Shares) without the prior written consent
of the Company.


In view of their respective interests in CLG, and by virtue of Charles Brady's
directorships of both the Company and CLG and Stephen Broome's directorship of
CLG, each is considered to be a related party for the purposes of Chapter 11 of
the Listing Rules. In addition, in Mr Brady's case, the Proposed Variations and
the proposed entry by the Company into the Deeds of Variation are considered to
be arrangements to which, by virtue of his directorship of the Company, section
320 of the Act (which regulates, inter alia, the acquisition by a company of
substantial non-cash assets from one of its directors) applies. Accordingly, the
Proposed Variations and the proposed entry by the Company into the Deeds of
Variation require the approval of Shareholders. Notice of an Extraordinary
General Meeting to be held at the offices of Lawrence Graham, 190 Strand,
London, WC2R 1JN, at 10.00 a.m. on 11 April 2002, at which the necessary
resolution to approve the Proposed Variations and the proposed entry by the
Company into the Deeds of Variation will be proposed, is set out at the end of
the Circular posted to Shareholders today.


BACKGROUND TO AND REASONS FOR THE PROPOSED VARIATIONS


Background


The business of CLG was founded in 1987. The business primarily focuses on
providing continuing professional development courses which are mandatory for
all solicitors in Great Britain. CLG has established ties with the Law Society
in England and Wales and has developed relationships with a number of
professional bodies including the Society of Trusts and Estates Practitioners
and the Institute of Chartered Secretaries and Administrators.


On 20 May 1999, Wilmington entered into an agreement with the Original Vendors
for the acquisition of shares in CLG which, in aggregate, entitled it to 80.56
per cent of all rights attached to the entire issued share capital of CLG. At
that time the minority interest of 19.44 per cent of all rights attached to the
entire issued share capital of CLG was owned equally by the Original Vendors.
Accordingly, on 20 May 1999, Wilmington also entered into the Option Agreements
under which it secured the right to acquire, and the Original Vendors secured
the right to require Wilmington to acquire, the remaining issued share capital
of CLG. The size of CLG relative to Wilmington in May 1999 was such that the
original acquisition and the Option Agreements required the approval of
Shareholders which was duly granted at the general meeting of the Company held
on 9 June 1999. The acquisition of shares in CLG entitling it to 80.56 per cent
of all rights attached to the entire issued share capital of CLG was completed
by the Company on 9 June 1999 and the aggregate consideration paid for such
shares was approximately £28.2 million.

Subsequently, Martin Pleasance left the CLG Group and so, in June 2001, pursuant
to the terms of the Call Option Agreement, Wilmington acquired 1,654 B ordinary
shares of 50p each in CLG from him, representing 6.48 per cent of all rights
attached to the entire issued share capital of CLG. The consideration of £2.1
million was satisfied in cash.


Accordingly, Wilmington currently owns shares in CLG which entitle it to 87.04
per cent of all rights attached to the entire issued share capital of CLG while
Messrs. Brady and Broome own shares in CLG which, in aggregate, entitle them to
12.96 per cent of all rights attached to the entire issued share capital of CLG.


Reasons for the Proposed Variations


The Independent Directors believe the appointment of Charles Brady as Chief
Executive to be an important decision for the Group going forward. In recent
years Mr Brady has demonstrated management and leadership skills within the
Events Division which would be of great benefit to the Group's business as a
whole. The Independent Directors are therefore pleased he has agreed to accept
this new appointment with effect from today.


As an executive director and shareholder of CLG, Mr Brady was incentivised to
maximise the profits of CLG, the part of the Group for which he was responsible.
However, in considering his appointment as Chief Executive, the Independent
Directors recognised that Mr Brady should now be in a position to focus fully on
the Group's overall strategy and performance. Therefore, the Independent
Directors believe it is appropriate now to put in place arrangements by which
the exercise of the Outstanding Options and, thereby the Acquisition, can be
accelerated so as to eliminate any potential conflicts of interest between the
management of the Group as a whole and CLG. The Acquisition will also allow the
Group to participate fully in a growing, profitable part of its operations
albeit the Acquisition is likely to be earnings neutral in the year of
Completion.


The Option Agreements approved by Shareholders in June 1999 provide for the
ordinary exercise of the Options over the minority interest in CLG at various
times during the month of April in each of the years 2002 to 2006 inclusive.
Under the current terms of the Option Agreements, the earliest exercise of the
Outstanding Options would be during April 2002 with the completion of the
Acquisition not then occurring until during the second quarter of 2003. For the
reasons highlighted above, the Independent Directors consider it more
appropriate to complete the Acquisition earlier than would be possible under the
current terms of the Option Agreements.


Therefore, the Company proposes, subject to Shareholder approval, to enter into
the Deeds of Variation whereby the terms of the Option Agreements will be varied
so as to both determine the final value of the minority interest in CLG now and
to facilitate the completion of the Acquisition earlier than currently possible
under the Option Agreements. The principal proposed variations to the Option
Agreements, subject to Shareholder approval, are as follows:

i)         The Option Agreements currently provide that the valuation of the 
           Outstanding Option Shares be based on 12.96 per cent of a multiple of
           15 times the average of CLG's adjusted audited consolidated post-tax 
           profits for the financial year in which the notice of exercise of the
           Outstanding Options is given and for the immediately preceding 
           financial year. The adjustments include, inter alia, the exclusion of
           non-trading profits, non-recurring items, intra-group charges and an 
           agreed tax rate. However, negotiations between the Independent 
           Directors and the Vendors have determined a valuation now for the 
           Outstanding Option Shares of £7.8 million. The Independent Directors 
           consider this valuation to be reasonable based on their expectation
           of 12.96 per cent of a multiple of 15 times the average of CLG's 
           adjusted expected consolidated post-tax profits for the two financial
           years ending 28 February 2003.

ii)        Given the intention to acquire the Outstanding Option Shares as soon 
           as practicable following the appointment of Mr Brady as Chief 
           Executive, the period for the ordinary exercise of the Outstanding 
           Options pursuant to the Option Agreements, and thereby completion of 
           the Acquisition, is to be varied. Under the Proposed Variations, the 
           new exercise period for the Outstanding Options will be between 11 
           April 2002 and 31 May 2002, save that such dates may be extended to 
           avoid the Outstanding Options being incapable of exercise due to the
           Company being in a close period under the Listing Rules. Under the 
           Proposed Variations the Options would lapse if not exercised by 31 
           May 2002 or such later date as may be determined should the Company 
           be in a close period at 31 May 2002.

iii)       The Option Agreements currently provide that the consideration 
           payable to the Vendors in respect of the Outstanding Option Shares 
           shall be satisfied in cash. Under the Proposed Variations 
           approximately £2.1 million of the consideration payable of £7.8 
           million for the Outstanding Option Shares will now be satisfied
           by the issue to the Vendors on Completion of 1,458,722 New Ordinary 
           Shares, based on the mid-market closing price of an Ordinary Share of
           142.5 pence as at 26 February 2002, being the latest practicable date
           prior to the publication of the Circular, and the balance of the 
           consideration of approximately £5.7 million will be satisfied in cash
           on 1 July 2003. As a result, Mr Brady's interests in the share 
           capital of the Group will increase from approximately 1.2 per cent to
           approximately 2.4 per cent following completion of the Acquisition. 
           Under the Proposed Variations, the Vendors will undertake not to 
           dispose of any of the New Ordinary Shares prior to 1 July 2003 (other
           than by way of an acceptance of a general offer for all of the
           Ordinary Shares) without the prior written consent of the Company.


Subject to Shareholder approval, it is proposed that the Deeds of Variation be
entered into as soon as practicable after the completion of the Extraordinary
General Meeting.


The Independent Directors, having been so advised by Hoare Govett, consider the
terms of the Proposed Variations and the Deeds of Variation to be fair and
reasonable so far as Shareholders are concerned. The Independent Directors
consider that the Acquisition, as accelerated by the Proposed Variations, will
allow the Group to benefit fully from the growth potential of CLG, together with
the elimination of potential conflicts of interest for the Group's Chief
Executive who will, as a result, have a significantly greater interest in the
Company's share capital.


Accordingly, the Independent Directors consider the Proposed Variations and the
proposed entry by the Company into the Deeds of Variation to be in the best
interests of the Company and of Shareholders as a whole.


CURRENT TRADING AND PROSPECTS


The Group is broadly based with valuable assets and strong cash flow with the
majority of profits deriving from the delivery of professional information and
mandatory training courses. The Board is pleased to report these businesses
continue to trade well. In contrast, trading conditions in our magazines'
markets, which are heavily dependent on advertising, continue to be difficult.
However, we have taken positive action to reduce our cost base and the Directors
are confident that the outcome for the 12 months ending 28 February 2002 will be
in line with their expectations. It is intended that the Group's second interim
report for the six months ending 28 February 2002 will be announced on 11 April
2002.


Going forward Wilmington remains committed to long term profitable growth and to
help us meet our objectives, we have commenced a review of our magazine
portfolio to enable us to focus on those markets that can grow profitably.
Whilst market conditions remain challenging generally, with advertising markets
particularly difficult, the Directors believe that the Company remains well
placed to take advantage of its strong balance sheet and the significant bank
facilities at its disposal. Therefore we remain cautiously optimistic about
prospects in the longer term.


RELATED PARTY INTERESTS


Charles Brady, the Chief Executive of Wilmington, owns 962,330 Ordinary Shares,
representing 1.18 per cent of the issued share capital of the Company, and 1,654
of the Outstanding Option Shares, entitling him to 6.48 per cent of all rights
attached to the entire issued share capital of CLG. Stephen Broome, the joint
managing director of CLG, a subsidiary undertaking of the Company, owns 12,500
Ordinary Shares, representing 0.02 per cent of the issued share capital of the
Company, and 1,654 of the Outstanding Option Shares, entitling him to 6.48 per
cent of all rights attached to the entire issued share capital of CLG. As such,
both Messrs. Brady and Broome are related parties regarding the Proposed
Variations under Chapter 11 of the Listing Rules. Accordingly, given this, they
will both abstain from voting at the Extraordinary General Meeting.


RECOMMENDATION


The Independent Directors, who have been so advised by Hoare Govett, consider
the Proposed Variations and the proposed entry by the Company into the Deeds of
Variation to be fair and reasonable so far as Shareholders are concerned. In
providing advice to the Independent Directors, Hoare Govett has taken account of
such directors' commercial assessment both of the Deeds of Variation and of the
current and future prospects of the Group. The Independent Directors consider
the Proposed Variations and the proposed entry by the Company into the Deeds of
Variation to be in the best interests of the Company and of Shareholders as a
whole.


Accordingly, the Independent Directors unanimously recommend that you vote in
favour of the Resolution as they intend to do in respect of their own beneficial
holdings amounting to 17,264,532 Ordinary Shares in aggregate, representing
approximately 21.2 per cent of the issued share capital of the Company.


As Charles Brady and Stephen Broome are related parties for the purposes of
Chapter 11 of the Listing Rules, they will abstain from voting on the Resolution
at the Extraordinary General Meeting..

CIRCULAR TO SHAREHOLDERS

A Circular containing further details of all of the above proposals and a notice
convening the Extraordinary General Meeting on 11 April 2002 to seek Shareholder
approval will be posted to Shareholders today.


For further information, please contact:

Wilmington Group plc                                               020 7251 6499


Brian Gilbert, Executive Chairman

Charles Brady, Chief Executive



Hoare Govett Limited                                               020 7678 8000


Justin Jones

Andrew Osborne


Hoare Govett Limited, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for the Company, and no-one else in
connection with the proposals and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of Hoare Govett
Limited or for providing advice in relation to the proposals, the contents of
this announcement or any other matters described herein.


APPENDIX I


                                  DEFINITIONS


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


'Acquisition'                   the acquisition of the Outstanding Option Shares
                                upon the completion of the exercise of
                                the Outstanding Options

'Act'                           the Companies Act 1985 (as amended)

'Call Option Agreement'         the agreement dated 20 May 1999 between the 
                                Original Vendors and Wilmington relating to
                                the Call Options, the principal terms of which 
                                are summarised in Part II of the Circular

'Call Options'                  the options granted pursuant to the Call Option 
                                Agreement by which Wilmington can
                                acquire the Option Shares

'Circular'                      the circular dated 27 February 2002 to be 
                                despatched to Shareholders

'CLG'                           Central Law Group Limited, a subsidiary 
                                undertaking of Wilmington

'CLG Group'                     CLG and its subsidiary undertakings

'Completion'                    the completion of the Acquisition

'Deeds of Variation'            the deeds of variation proposed to be made 
                                between the Vendors and Wilmington varying
                                the Option Agreements, the principal terms of 
                                which are summarised in the Circular

'Directors' or 'Board'          the board of directors of Wilmington

'Extraordinary General Meeting' the extraordinary general meeting of Wilmington,
or 'EGM'                        notice of which is set out at the end
                                of the Circular, or any adjournment thereof

'Group'                         Wilmington and its subsidiary undertakings as of
                                the date of the Circular

'Independent Directors'         the Directors other than Charles Brady

'Listing Rules'                 the Listing Rules of the UK Listing Authority

'New Ordinary Shares'           the 1,458,722 new Ordinary Shares to be issued, 
                                credited as fully paid, to the Vendors
                                pursuant to the Option Agreements, as amended 
                                by the Deeds of Variation, as part
                                consideration for the Acquisition

'Options'                       together the Call Options and the Put Options

'Option Agreements'             together the Call Option Agreement and the Put 
                                Option Agreement

'Option Shares'                 the 4,962 B ordinary shares of 50p each in the 
                                capital of CLG held by the Original
                                Vendors, entitling the holders thereof, in 
                                aggregate, to 19.44 per cent of all rights
                                attached to the entire issued share capital 
                                of CLG

'Ordinary Shares'               the ordinary shares of 5p each in the capital 
                                of Wilmington

'Original Vendors'              together Charles Brady, Stephen Broome and 
                                Martin Pleasance

'Outstanding Call Options'      the Call Options granted by each of the Vendors 
                                to Wilmington

'Outstanding Options'           together the Outstanding Call Options and the 
                                Outstanding Put Options

'Outstanding Option Shares'     the 3,308 B ordinary shares of 50p each in the 
                                capital of CLG held by the Vendors,
                                entitling the holders thereof, in aggregate, 
                                to 12.96 per cent of all rights attached to
                                the entire issued share capital of CLG

'Outstanding Put Options'       the Put Options granted by Wilmington to each 
                                of the Vendors

'Proposed Variations'           the proposed variations to the Option Agreements
                                to be made by the Deeds of Variation

'Put Option Agreement'          the agreement dated 20 May 1999 between the 
                                Original Vendors and Wilmington relating to
                                the Put Options, the principal terms of which 
                                are summarised in Part II of the Circular

'Put Options'                   the options granted pursuant to the Put Option 
                                Agreement by which the Original Vendors
                                can require Wilmington to acquire the Option 
                                Shares

'Resolution'                    the resolution contained in the notice of EGM 
                                set out in the Circular

'Shareholders'                  the holders of Ordinary Shares

'UK Listing Authority'          the Financial Services Authority in its capacity
                                as the competent authority for the
                                purposes of Part VI of the Financial Services 
                                and Markets Act 2000

'Vendors'                       together Charles Brady and Stephen Broome

'Wilmington' or the 'Company'   Wilmington Group plc




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