Offer Update

Inchcape PLC
29 January 2007


FOR IMMEDIATE RELEASE                         
 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, 
IN OR INTO ANY RESTRICTED JURISDICTION
 
 
29 January 2007
 
 
           RECOMMENDED CASH OFFER FOR EUROPEAN MOTOR HOLDINGS PLC 
                   ('EMH') BY INCHCAPE PLC ('INCHCAPE') 
 

                   OFFER UNCONDITIONAL IN ALL RESPECTS


Inchcape is pleased to announce that all of the conditions of the Offer have now
been satisfied or waived and the Offer is now declared unconditional in all
respects.



The Offer will remain open for acceptance until further notice.  The Loan Note
Alternative will remain open for acceptance until 3.00 p.m. on 6 February 2007.




Settlement of consideration



Settlement of the consideration to accepting EMH Shareholders or their
designated agents will be effected as set out below:



(a)  in the case of acceptances received complete in all respects by 29 January
2007, within 14 calendar days; or



(b)  in the case of acceptances received complete in all respects after 29
January 2007, within 14 calendar days of such receipt.



Compulsory acquisition, de-listing, cancellation and listing



As set out in the Offer Document, Inchcape intends to procure that EMH will
apply for the cancellation of the listing of the EMH Shares on the Official List
and for the cancellation of trading of the EMH Shares on the London Stock
Exchange's market for listed securities. Inchcape expects that such
cancellations will take effect no earlier than 26 February 2007. The
cancellation of the listing would significantly reduce the liquidity and
marketability of any EMH Shares not assented to the Offer at that time.



Further, as set out in the Offer Document, having received acceptances of the
Offer in respect of, or otherwise acquired, 90 per cent. or more of the EMH
Shares to which the Offer relates, Inchcape intends to exercise its rights
pursuant to the provisions of Schedule 2 to the Interim Implementation
Regulations or the relevant provisions of the Companies Act 2006 to acquire
compulsorily the remaining EMH Shares in respect of which the Offer has not been
accepted.



Background to and reasons for the Offer



Inchcape's strategy in the UK is to create scale relationships with brand
partners in the premium sector of the market, in order to benefit from stronger
relationships with those partners and from economies of scale.



EMH has a focus on premium brands and has franchised dealerships with a number
of Inchcape's core brand partners including BMW, MINI, Volkswagen, Audi and PAG.
EMH's dealerships are mainly in the North, North East and North West of England
and complement those regions in which Inchcape operates. The acquisition of EMH
will further Inchcape's objective of building scale in the UK retail market and
reinforce its commitment to the premium brands sector.

The acquisition of EMH will also create the opportunity for Inchcape to
streamline the Enlarged Group's UK dealership portfolio, in order to focus on
fewer, larger scale brand partnerships and to achieve efficiencies and economies
of scale, in line with Inchcape's margin enhancement objectives.





Enquiries:


Inchcape                                                   Tel:  [phone]
Andre Lacroix, Group Chief Executive
Barbara Richmond, Group Finance Director


Dresdner Kleinwort                                         Tel:  [phone]
Rosalind Hedley-Miller
Charles Batten
Christopher Baird

Financial Dynamics                                         Tel:  [phone]
Jonathon Brill
Billy Clegg






Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Inchcape and for no one else in relation to
the Offer and will not be responsible to anyone other than Inchcape for
providing the protections afforded to customers of Dresdner Kleinwort Limited or
for providing advice in relation to the Offer or any matter referred to in this
announcement.



This announcement is not an offer to sell or an invitation to purchase any
securities or the solicitation of any vote or approval in any jurisdiction. The
Offer is being made solely by means of the Offer Document and, in the case of
certificated EMH Shares, the Form of Acceptance accompanying the Offer Document,
which contain the full terms and conditions of the Offer including details of
how it may be accepted. EMH shareholders are advised to read carefully the
formal documentation in relation to the Offer.



Unless otherwise determined by Inchcape, the Offer (including the Loan Note
Alternative) is not being made, directly or indirectly, in or into or by the use
of the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or through any facilities of a national securities exchange of, any
Restricted Jurisdiction, and the Offer should not be accepted by any such use,
means, instrumentality or from or within any Restricted Jurisdiction.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction and all persons receiving this announcement (including nominees,
trustees and custodians) must not mail or otherwise forward, distribute or send
it in, into or from such jurisdictions as doing so may render invalid any
purported acceptance of the Offer.  Notwithstanding the foregoing, Inchcape will
retain the right to permit the Offer to be accepted and any sale of securities
pursuant to the Offer to be completed if, in its sole discretion, it is
satisfied that the transaction in question can be undertaken in compliance with
applicable law and regulation.



The Loan Notes to be issued pursuant to the Offer have not been, and will not
be, registered under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States, Canada, Australia or Japan.
Accordingly, the Loan Notes may not (unless an exemption under the relevant
securities law is applicable) be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States, Canada,
Australia or Japan (or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction) or to, or for the account or benefit of, a person located in the
United States, Canada, Australia or Japan.



The Offer will be made for the securities of a UK company.  US investors should
be aware that the Offer will be made in accordance with the Code and will be
subject to disclosure and procedural requirements that are different to those
under United States law.  Financial statements included in the Offer Document
will be prepared in accordance with non-US accounting standards that may or may
not be comparable to those used to prepare the financial statements of US
companies.



The receipt of cash pursuant to the Offer by a US holder of EMH Shares may be a
taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other tax laws. Each holder of EMH
Shares is urged to consult his or her independent professional adviser
immediately regarding the tax consequences of acceptance of the Offer.



It may be difficult for US holders of EMH Shares to enforce their rights and any
claim arising out of the US federal securities laws since Inchcape and EMH are
located in non-US jurisdictions and some or all of their officers and directors
may be residents of non-US jurisdictions. US holders of EMH Shares may not be
able to sue a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.



The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements.




                      This information is provided by RNS
            The company news service from the London Stock Exchange