Disposal

Ascot PLC
30 April 2001



Proposed disposal of Ascot Estates Limited, Balmcrest Estates Limited, Ascot
Properties Limited, Suter Estates Limited and Pontin Mallorca S.A. (together '
the Property Subsidiaries') to Ashtenne Holdings Plc (''Ashtenne'')





The boards of Ascot and Dow UK plc announced on 29 March 2001 that they had
reached agreement on the terms of the recommended offer to be made by
JPMorgan, on behalf of Dow UK plc, a wholly-owned subsidiary of The Dow
Chemical Company, to acquire the whole of the issued and to be issued share
capital of Ascot. Dow believes that Ascot 's non-core property portfolio
provides Dow with no strategic value in the future development of its core
chemicals businesses and, accordingly, as a condition of the Recommended Cash
Offer, Dow is requiring Ascot to dispose of this portfolio.



On 29 March 2001 the Independent Ascot Board announced that it had agreed the
terms of the disposal of all of the issued shares of the Property Subsidiaries
to a Management Consortium, conditional on the Offer becoming or being
declared unconditional in all respects (other than in respect of Completion of
the property disposal) and on approval by Shareholders. At that time, the
Independent Ascot Directors recommended to Shareholders the disposal to the
Management Consortium, subject to no better offer being received from a third
party prior to the vote of Shareholders at the extraordinary general meeting
convened for 2.00 p.m. on 30 April 2001. Following this agreement, the
Independent Ascot Board has considered alternative offers, a process in which
the Management Consortium was afforded an opportunity to participate.



The Independent Ascot Board announce that they have agreed the terms of the
disposal of the Property Subsidiaries to Ashtenne for consideration of £44.11
million, on a cash and debt free basis, plus or minus the book value of
certain of the other net assets or liabilities of the Property Subsidiaries at
completion of the disposal and a possible additional cash payment of up to £
980,000 in respect of Penkridge, conditional on Shareholders not approving the
agreement entered into with the Management Consortium, which is referred to
above, and conditional on the Offer becoming or being declared unconditional
in all respects (other than in respect of Completion of the property
disposal). The other terms of the agreement with Ashtenne, including with
respect to retained contingent liabilities, are substantially equivalent to
those agreed with the Management Consortium. As stated in the announcement of
29 March 2001, Dow UK plc agreed that it would increase the total value of the
Recommended Cash Offer to Shareholders in the event that a competing offer for
the Property Subsidiaries is accepted to reflect the increased price received
by Ascot for the Property Subsidiaries, net of any associated taxes and costs
(subject to a minimum increase of one whole penny per Share). Accordingly, in
the event that Shareholders do not approve the agreement entered into with the
Management Consortium, Dow UK plc has agreed to increase its Offer from 400
pence to 407.14 pence per Share.



As the offer from Ashtenne to acquire the Property Subsidiaries is at a price
above that agreed with the Management Consortium and on otherwise
substantially equivalent terms which are acceptable to Dow, the Independent
Ascot Directors have decided to change their recommendation in relation to the
agreement with the Management Consortium. The revised recommendation appears
in full at the end of this announcement and will be included in the circular
referred to below.



In order to allow Shareholders adequate time to consider the new agreement
with Ashtenne, the Extraordinary General Meeting convened for 2 p.m. on 30
April 2001 will be adjourned to 12 noon on 8 May 2001.



A circular in respect of the new agreement with Ashtenne will be sent to
shareholders as soon as possible. A new form of proxy will accompany the
circular. Shareholders will be requested to complete and sign the new form of
proxy and return it to the Company's registrars as soon as possible and, in
any event, so as to arrive not later than 12 noon on 6 May 2001. Unless the
new form of proxy is received by the date and time mentioned in the
instructions, it will be invalid. The deposit of the new form of proxy will
have the effect of replacing and revoking any form of proxy previously
deposited.



The Property Subsidiaries hold Ascot's non-core property portfolio. For the
year ended 31 December 2000, the Property Subsidiaries had profit before tax
of £5.7 million. The aggregated net assets of the Property Subsidiaries as at
24 February 2001 were £25.5 million. The proceeds of the disposal will be used
to reduce the net debt of the Ascot group.



Recommendation



The offer from Ashtenne to acquire the Property Subsidiaries is at a price
above that agreed with the Management Consortium and on otherwise
substantially equivalent terms which are acceptable to Dow. Accordingly, in
these circumstances, the Independent Ascot Board consider that the disposal to
Ashtenne is in the best interests of the Shareholders as a whole and
unanimously recommend that Ascot shareholders vote against the resolution to
be proposed at the Extraordinary General Meeting to be held at 12 noon on 8
May 2001.





Enquiries



Ascot                                               020 7815 0805
Rodney Galpin, Senior Non-Executive Director



Dresdner Kleinwort Wasserstein                     020  7623 8000
Charles Batten, Managing Director
Amer Khan, Vice President





Information on Ashtenne



Ashtenne is a property company listed on the London Stock Exchange with a
market capitalisation of £150 million (as at close of business on 27 April
2001). Ashtenne's core business comprises property investment, development and
management of industrial property.





General



The definitions set out in the circular to Ascot shareholders dated 30 March
2001 have the same meanings in this announcement unless the context requires
otherwise.



The Offer referred to in this announcement is not being made directly or
indirectly in, into or from the United States, Canada, Australia or Japan and
this announcement is not an extension of the Offer into the United States,
Canada, Australia or Japan.  Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise distributed or sent in, into or
from the United States, Canada, Australia or Japan.



Dresdner Kleinwort Wasserstein Limited (''Dresdner Kleinwort Wasserstein''),
which is regulated in the United Kingdom by the Securities and Futures
Authority Limited, is acting for Ascot Plc and for no one else in connection
with the Disposal and will not be responsible to anyone other than Ascot Plc
for providing the protections afforded to its customers or for providing
advice in relation to the contents of this announcement or any transaction of
arrangement referred to herein.