Tender Offer - Replacement

Tender Offer - Replacement 

    LONDON--(BUSINESS WIRE)--Feb. 12, 2003--

The following is an exact resend of an earlier announcement, 
(ARC-INTL-PLC)(ARK) Tender Offer, released at 16:00 GMT under 
BW20030212002302. 

               ARC International plc ("the Company") 

     Proposed return of £50 million of capital to shareholders


Introduction

On 22 November 2002, the Board of ARC International plc announced that
it intended to return £50.0 million of capital to shareholders during
the first half of 2003, to optimise the Company's capital structure
and shareholders' potential for future returns. On 6 December 2002,
further to a review of alternative methods of payment by the Board, it
was announced that the purchase of ordinary shares for cancellation
would be the most effective way of returning capital to shareholders.

The Board today announces the details of the return of £50.0 million
of cash by means of a tender offer ("Tender Offer") involving the
repurchase for cancellation of up to £48.5 million worth of ordinary
shares (less the costs of the Tender Offer) and the lending of a
further £1.5 million by the Company to the trustee of ARC
International's Employee Benefit Trust ("the EBT Trustee") to fund
proposed market purchases of ordinary shares by the EBT Trustee.

In addition, the Board announces that it will seek the approval of
independent shareholders to a waiver, which the Panel on Takeovers and
Mergers has agreed to give (subject to such approval), of the
obligation that might otherwise arise under Rule 9 of the City Code on
Takeovers and Mergers for Mr Jeremy San and persons deemed to be
acting in concert with him to make a mandatory offer for the Company
if their holding of ordinary shares represents, in aggregate, 30
percent or more of the voting rights of the Company following
completion of the Tender Offer or following further market purchases
by the Company thereafter. 

The Board also announces details of proposals to amend certain
terms of some of the Company's share schemes. The Directors view these
amendments as an important and integral part of positioning ARC
International for the future.

It is proposed, subject to the approval of shareholders and
confirmation by the Court, that the share premium account of the
Company be cancelled, that the amount cancelled (together with the
balance of the reserve created by the reduction of the Company's share
premium account in 2000) be applied first to offset the accumulated
deficit on the Company's profit and loss account as at the time the
reduction of capital becomes effective and secondly to create a
distributable reserve of up to approximately £73.5 million, of which
up to £48.5 million will be applied to acquire ordinary shares
purchased by WestLB Panmure pursuant to the Tender Offer. 

It is expected that the reduction of capital will become effective
on or about 2 April 2003 and that the Tender Offer will be commenced
on or about 8 May 2003.

Tender Offer

The Directors are proposing the Tender Offer as the method of
returning capital to shareholders because they believe that the Tender
Offer will allow shareholders to be treated equitably, while offering
them the choice to participate in a return of capital. The principal
terms of the Tender Offer (which will be set out in more detail in a
document to be sent to shareholders on or about 8 May 2003) are as
follows:

o        WestLB Panmure will invite shareholders to tender ordinary
         shares at any price within a tender price range (such range
         to be determined by WestLB Panmure and the Board shortly
         before the commencement of the Tender Offer and falling
         within the minimum and maximum levels indicated below);

o        WestLB Panmure will purchase, as principal, existing issued
         ordinary shares for up to a total purchase price of £48.5
         million (less the costs of the Tender Offer), and then sell
         such shares to the Company for cancellation;

o        All shareholders on the Company's register of members on a
         specified date (other than certain overseas shareholders)
         will be given the opportunity to participate in the Tender
         Offer. It is intended however, to make the Tender Offer
         available to shareholders resident in the United States and
         Canada, subject to the availability of applicable exemptions;

o        All ordinary shares which are successfully tendered will be
         purchased at the same price ("the Strike Price"), which will
         be determined at the conclusion of the Tender Offer on the
         basis of the prices at which ordinary shares have been
         tendered. The Strike Price will be the lowest price per
         ordinary share (within the price range specified in the
         Tender Offer document) which will allow WestLB Panmure to
         purchase ordinary shares with an aggregate purchase value not
         exceeding £48.5 million (less the costs of the Tender Offer);

o        The potential range for the Strike Price will be set within the
         following minimum and maximum levels:

         (i) the minimum price (exclusive of any expenses) which will
         be paid for any ordinary share will be 22 pence per ordinary
         share; 

         (ii) the maximum price (exclusive of any expenses)
         which will be paid for any ordinary share will not be more
         than 30 percent above the average of the middle market
         quotation for an ordinary share as derived from the Daily
         Official List of the London Stock Exchange plc for the ten
         business days ending on the business day prior to the
         publication of the document containing the formal terms of
         the Tender Offer;

o        Shareholders will be informed of the tender price range in
         the document containing the formal terms and conditions of
         the Tender Offer. Shareholders will be entitled to tender
         ordinary shares for sale at different prices within the
         tender price range but all ordinary shares purchased by
         WestLB Panmure will be purchased at the Strike Price and
         ordinary shares tendered at a price or prices above the
         Strike Price will not be purchased under the Tender Offer.

Further purchases of ordinary shares

Following the completion of the Tender Offer, it is possible that,
subject to consideration of the financial position of the Company,
further surplus capital may be returned to shareholders, if the
Directors consider it appropriate. It is reasonably likely that
further market purchases by the Company of ordinary shares for
cancellation would be the method adopted for returning such surplus
capital. Accordingly, it is proposed, subject to shareholder approval,
that the Company be authorised to make further market purchases of
ordinary shares following the implementation of the Tender Offer.

Shareholders have today been sent a circular setting out the further
details of the formal proposals which will enable these arrangements
to be implemented and which includes a notice of Extraordinary General
Meeting and explains what actions are needed to be taken at this time.

Expected key dates are as follows:


Latest time and date for receipt of Forms of Proxy                                            9.00 a.m. on 5 March 2003

Extraordinary General Meeting                                                                 9.00 a.m. on 7 March 2003

Court hearing to confirm the cancellation of the Company's share premium account               on or about 2 April 2003

Announcement of results for the quarter ending 31 March 2003                                              23 April 2003

Despatch of tender forms                                                                                     8 May 2003

End of Tender Offer period                                                                                  22 May 2003

Despatch of cheques                                                                                      by 29 May 2003


The above mentioned dates are indicative only and will depend, inter
alia, on the date upon which the High Court confirms the cancellation
of the Company's share premium account.

If any of the above times and/or dates should change, the revised
times and/or dates will be notified to shareholders by an announcement
on a Regulatory Information Service


                            -- ENDS --
                             
Enquiries:
ARC International plc
Mike Gulett,                           Chief Executive Officer              001 408 437 3404
Monica Johnson,                        Chief Financial Officer              001 408 437 3470


WestLB Panmure                                                              [phone]
Tim Linacre
Andrew Godber

Tulchan Communications                                                      [phone]
Julie Foster


   Short Name: Arc Intl PLC
   Category Code: TEN
   Sequence Number: 00001894
   Time of Receipt (offset from UTC): 20030212T155557+0000