Possible Offer for TDG plc

Wincanton PLC
09 May 2008


 Not for release, publication or distribution, in whole or in part, in or into
  Australia, Canada, the United States of America or Japan or any jurisdiction
    where to do so would constitute a violation of the relevant laws of such
                                  jurisdiction

For Immediate Release                                                 9 May 2008


                                 Wincanton plc
                                 ('Wincanton')


     Statement by Wincanton regarding a Possible Offer for TDG plc ('TDG')


Further to TDG's announcement today, Wincanton confirms that it approached the
Board of TDG on 14 April with an indicative cash offer for TDG at a value of
281.25 pence per ordinary share (equivalent to 290 pence per ordinary share less
the dividend of 8.75 pence per share proposed on 27 February and payable on 23
May 2008 which shareholders are entitled to retain). Wincanton reconfirmed this
indicative cash offer today.


The Board of Wincanton believes that the indicative offer is attractive to TDG's
shareholders, being 15 pence per share higher than the indicative offer included
in Laxey Partners' announcement on 27 February 2008. Wincanton's indicative cash
offer would represent a premium of approximately 22 per cent. to TDG's closing
share price yesterday and a premium of approximately 30 per cent. to TDG's
closing share price of 225.5 pence (less the dividend of 8.75 pence per share
proposed on 27 February and payable on 23 May 2008 which shareholders are
entitled to retain) on 26 February 2008.(1)


Since 14 April, Wincanton has undertaken preliminary due diligence with
assistance from the Board of TDG, which supports its view that there is merit in
continuing to explore a combination of the two businesses in terms of
operational overlap and complementary sector and geographic coverage. Wincanton
also believes that there may be attractive opportunities to generate significant
profit improvement through both cost-driven synergies and operational
efficiencies and to create value through improved utilisation of the combined
property portfolio. (2)


No offer will be made if due diligence does not confirm Wincanton's assumptions
which indicate that a transaction would be substantially value-enhancing for
Wincanton shareholders.


The announcement of a formal offer would be subject to, inter alia, the
recommendation of the Board of TDG, finalisation of financing, and satisfactory
support from TDG's major shareholders. Any offer, if made, will also be subject
to, inter alia, the approval of Wincanton's shareholders.


This announcement does not amount to a firm intention to make an offer. There
can be no certainty that any offer will be made. Wincanton also reserves the
right, with the recommendation of the Board of TDG to make an offer for TDG at a
lower price and/or to vary the mix of consideration specified.


A further announcement will be made in due course if appropriate.


Enquiries:

Wincanton plc                              Tel: [phone]
Graeme McFaull, Chief Executive
Gerard Connell, Group Finance Director

Lazard                                     Tel: [phone]
Richard Stables
Melanie Gee
Jon Howells

Buchanan                                   Tel: [phone]
Charles Ryland
Jeremy Garcia



The release, distribution or publication 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.


1 Calculation of premium to TDG's closing share price yesterday of 230 pence
(ex-div). Premium to TDG's share price on 26 February 2008 based on indicative
proposal at 281.25 pence compared to TDG's closing share price of 225.5 pence on
26 February 2008 less the final dividend of 8.75 pence per share.


2 This is not to be taken as an indication that profits or earnings per share
will necessarily be greater than those for the year in which the deal is
completed.


Lazard & Co., Limited is acting for Wincanton in connection with the matters
referred to in this announcement and no-one else and will not be responsible to
anyone other than Wincanton for providing the protections afforded to clients of
Lazard & Co., Limited or for providing advice in relation to the matters
referred to in this announcement.


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 Wincanton or of TDG, 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 Wincanton or TDG, 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 Wincanton or of TDG by Wincanton or TDG, or by any of their
respective '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
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
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 Panel.


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