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Monday 23 April, 2007

3M UK Holdings PLC

Offer Update

3M UK Holdings PLC
23 April 2007


April 23, 2007

                             RECOMMENDED CASH OFFER


                              E WOOD HOLDINGS PLC


                             3M UK HOLDINGS LIMITED

                      Offer Declared Wholly Unconditional

1.   Offer Declared Unconditional in All Respects

Further to 3M UK Holdings Limited's ('3M') announcement on April 20, 2007, in
which it announced that the Offer had become unconditional as to acceptances, 3M
announces that all of the remaining conditions of the Offer have now been either
satisfied or waived.  Accordingly, the Offer is hereby declared wholly

The Offer remains subject to the further terms set out in Part B of Appendix I
to the offer document dated March 23, 2007 (the 'Offer Document').  As announced
by 3M on April 16, 2007, the Offer for E Wood has been extended and will remain
open until the next closing date, being 1:00 p.m. on April 30, 2007.  Any
further extensions of the Offer will be publicly announced by 8.00 a.m. on the
Business Day following the day on which the Offer was otherwise due to expire,
or at such later time or date as the Panel may agree.
2.   Settlement

The consideration will be dispatched (or credited through CREST) on or before
May 7, 2007 to E Wood Shareholders who have validly accepted the Offer on or
before the date of this announcement.  Thereafter, consideration will be
dispatched (or credited through CREST) to E Wood Shareholders who validly accept
the Offer within 14 days of receipt of an acceptance valid in all respects.
3.   Acceptance of the Offer

E Wood Shareholders who wish to accept the Offer and who have not already done
so should:
(i)  in respect of E Wood Shares in certificated form, complete, sign and return 
     the Form of Acceptance, in accordance with the instructions set out in the 
     Offer Document and in the Form of Acceptance, so as to be received by
     Capita Registrars (at The Registry, 34 Beckenham Road, Beckenham, Kent, 
     BR3 4TU) as soon as possible; and

(ii) in respect of E Wood Shares in uncertificated form (that is, in CREST), 
     accept electronically through CREST, in accordance with the instructions 
     set out in the Offer Document, so that the TTE instruction settles as soon 
     as possible. E Wood Shareholders holding E Wood Shares as a CREST sponsored 
     member should refer to their CREST sponsor as only the CREST sponsor will 
     be able to send the necessary TTE instruction to CREST.
4.   Compulsory Acquisition and Cancellation of Admission to AIM

As 3M has now received acceptances of the Offer in respect of, or otherwise
acquired, 90 per cent. or more of the E Wood Shares to which the Offer relates,
3M now intends to exercise its rights pursuant to the provisions of the
Companies Act to acquire the remaining E Wood Shares to which the Offer relates
on the same terms as the Offer.

In addition, and as set out in the Offer Document, E Wood Shareholders should
note that E Wood has reached agreement with the London Stock Exchange for the
cancellation of the admission of the E Wood Shares on the Alternative Investment
Market, to occur 20 Business Days after the date of this announcement, being May
21, 2007. When this cancellation occurs, it will significantly reduce the
liquidity and marketability of any E Wood Shares not assented to the Offer.
5.   Offer Document

Copies of the Offer Document are available from Capita Registrars at The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.

Terms defined in the Offer Document shall have the same meanings in this
6.   Enquiries


Donna Fleming (Manager, Media Relations)                    Tel: +1 651 736 7646
Bruce Jermeland (Manager, Investor Relations)               Tel: +1 651 733 1807
Matt Ginter (VP, Investor Relations & Financial Planning)   Tel: +1 651 733 8206
John Klee (Manager, Corporate Communications, 3M UK)        Tel: +44 1344 858 516

Rothschild (Financial adviser to 3M)
Dominic Hollamby
Hedley Goldberg
Samuel Brodovcky
Tel: +44 (0) 20 7280 5000

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities.  Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document.

Save as disclosed above or in the Offer Document, no E Wood Shares have been
acquired or agreed to be acquired by or on behalf of 3M or any person acting in
concert with 3M during the Offer Period and neither 3M nor any person acting in
concert with 3M has the benefit of any irrevocable commitment or letter of
intent in respect of any E Wood Shares or has any interest in any E Wood Shares,
or *any short position (whether conditional or absolute and whether in the money
or otherwise and including any short position under a derivative), any agreement
to sell, any delivery obligation, any right to require another person to
purchase or take delivery in respect of any E Wood Shares, any right to
subscribe for any E Wood Shares or any stock borrowing or lending arrangement in
respect of any E Wood Shares.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such persons
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction. Further details in relation to Overseas
Shareholders are contained in the Offer Document.

Unless otherwise determined by 3M, the Offer is not being, and will not be,
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 if to do so
would constitute a violation of the relevant laws of such jurisdiction, and the
Offer should not be accepted by any such use, means, instrumentality or
facilities or from or within the a 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 a 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 a Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer. Notwithstanding the foregoing, 3M 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

N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting exclusively for 3M
and no one else in connection with the Offer and will not be responsible to
anyone other than 3M for providing the protections offered to clients of N M
Rothschild & Sons Limited nor for providing advice in relation to the Offer or
any other matters referred to in this announcement.

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

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