Potential offer

Crest Nicholson PLC
28 February 2007


Crest Nicholson PLC
28 February 2007


Crest Nicholson PLC ("Crest Nicholson" or "the Company")

Following the announcement earlier today of a further extension to the "put up
or shut up" deadline made by the Panel Executive, Crest Nicholson confirms that
advanced discussions are continuing with Castle Bidco Limited ("Castle Bidco")
with a view to Castle Bidco making an offer, proposed to be made by way of a
Court-approved scheme of arrangement, for all of the issued and to be issued
share capital of the Company which it does not already own, at 629.7 pence per
share, consisting of a cash offer of 620 pence per share and the right to a
dividend of 9.7 pence per share which the Board declared with the preliminary
results on 25 January 2007.  The Board intends to recommend the offer.

The Takeover Panel has agreed to extend the "put up or shut up" deadline to 5pm
on 7 March 2007.  There can be no certainty that an offer will be forthcoming.
A further announcement will be made as and when appropriate.

This announcement has been made with the consent of Castle Bidco.


Enquiries:

Crest Nicholson PLC
John Matthews
Stephen Stone
Tel: [phone]

Dresdner Kleinwort Limited
Charles Batten
Michael Covington
Angus Kerr (Corporate Broking)
Tel: [phone]

Brunswick Group
Andrew Fenwick
Kate Miller
Tel: [phone]


Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Crest Nicholson PLC and for no-one else in
connection with the contents of this document and will not be responsible to
anyone other than Crest Nicholson PLC for providing the protections afforded to
customers of Dresdner Kleinwort Limited, or for affording advice in relation to
the contents of this document or any matters referred to herein.


Dealing Disclosure Requirements:

Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in 1% or more of
any class of 'relevant securities' of Crest Nicholson PLC, all 'dealings' in any
'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of Crest Nicholson PLC, they will be deemed
to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Crest Nicholson PLC by Crest Nicholson PLC or by any of its
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at http://
www.thetakeoverpanel.org.uk/.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Takeover Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Takeover
Panel.



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