JPSE Limited

Recommended Cash Offers

JPSE Limited
09 June 2005

FOR IMMEDIATE RELEASE



                                  JPSE LIMITED
    (formerly known as Jenners, Princes Street, Edinburgh Limited) 
                          ("JPSE" or the "Company")


      Recommended cash offers for JPSE by Moorfoot Capital Management Limited
                                ("Moorfoot")


                                 9th June 2005


The board of directors of JPSE (the "Board") today announces that Moorfoot has
made recommended cash offers (the "Offers") to acquire, in aggregate, the entire
issued share capital of JPSE.  The Offers extend to all Ordinary Shares, Joker
Shares and Preference Shares.  The terms of the Offers are set out in an offer
document (the "Offer Document") issued by Moorfoot to JPSE shareholders (the
"Shareholders") on 8 June 2005.


1.                   Introduction

On 21 March 2005, the board of JPSE reached agreement with the board of House of
Fraser (Stores) Limited ("HoF Stores") for the sale of the Jenners retail
business (the "Retail Sale").  The Retail Sale completed on 5 April 2005.

The sole director of Moorfoot and the independent director of JPSE, Tony Salem,
have reached agreement on the terms of recommended cash offers to be made by
Moorfoot to acquire the entire issued share capital of JPSE.

Moorfoot has received irrevocable undertakings to accept the Offers from certain
of the directors of JPSE in respect of their own beneficial shareholdings
amounting to 161,060 Preference Shares, 166 Joker Shares and 205,223 Ordinary
Shares in aggregate, representing 11.3 per cent. of the current issued
Preference Shares, 40.1 per cent. of the current issued Joker Shares and 24.4
per cent. of the current issued Ordinary Shares. Each of the irrevocable
undertakings also includes an undertaking to vote in favour of the resolution to
be proposed at the EGM, amounting in aggregate to 37.5 per cent. of the total
votes able to be cast at the EGM.

Moorfoot is a newly incorporated company, the sole director and shareholder of
which is Robbie Douglas Miller.

The directors of JPSE are currently Robert Douglas Miller, Robbie Douglas
Miller, Andrew Douglas Miller and Tony Salem.

In view of his control of Moorfoot, Robbie Douglas Miller has not participated
in the consideration of the Offers on behalf of Shareholders.  Similarly, in
view of their family relationship with Robbie, Robert Douglas Miller and Andrew
Douglas Miller have also not participated in the consideration of the Offers on
behalf of Shareholders.  Accordingly, the recommendation made to Shareholders is
given by Tony Salem, as the independent director.

2.                   The Offers

Moorfoot has offered to acquire, on the terms and subject to the conditions set
out or referred to in the Offer Document and in the Form of Acceptance, the
entire issued and to be issued share capital of JPSE on the following basis.

(i)            The Ordinary Offer

For each Ordinary Share the aggregate of the following amounts in cash:

(a)           £63 per Share (payable upon implementation of the Ordinary Offer)
(the "Initial Consideration");

(b)           a further amount per Share (the "Additional Consideration")
(currently estimated at £6.22) as an addition to the Initial Consideration in
the event that the actual adjusted net asset value of JPSE, as evidenced by an
audited statement of the net asset value of the JPSE Group as at 6 April 2005
(adjusted for the purposes of the Offers), is not less than £57.9 million
(expected to be payable within 21 days of the later of completion of the
statutory audit of JPSE for the period up to 6 April 2005 and the amount of any
working capital payment under the Retail Sale Agreement being agreed or
determined)

(c)           a further amount of up to £4.16 per Share together with an amount
in respect of interest (net of tax) in the event of the release of certain
retained sums held by HoF Stores to cover specified liabilities of JPSE
(expected to be payable in April 2006 or, if later, within 21 days of any such
retained sums being released to JPSE and, in any event, no earlier than in the
course of April 2006) (the "First Deferred Consideration");

(d)           a further amount  (the "Second Deferred Consideration") in the
event that:

(1)           the amounts estimated or reserved by way of contingency by JPSE to
cover corporation tax liabilities of JPSE for the period ending 6 April 2005
prove to be in excess of what is needed to discharge such liabilities; or

(2)           the amounts so estimated prove to be insufficient to discharge
such corporation tax liabilities but the shortfall is less than the £1.5 million
retained by Moorfoot as a contingency for this purpose.

Provided that there shall be deducted from the aggregate amount payable by way
of Second Deferred Consideration (aa) the amount of all reasonable third party
costs properly incurred by JPSE in seeking to mitigate or agree such corporation
tax liabilities and (bb) the amount (if any) by which the value of JPSE Group
according to the audited statement of the net asset value of the JPSE Group as
at 6 April 2005 (adjusted for the purposes of the Offers) is less than £57.9
million.

The Second Deferred Consideration will be payable within 21 days of the later of
(aa) JPSE's corporation tax liabilities for the period ending 6 April 2005 being
agreed with HM Revenue & Customs or otherwise determined and (bb) JPSE receiving
any repayment of corporation tax due for such period, which is expected to be in
the second half of 2007 at the earliest (and possibly much later).

(ii)           The Joker Offer

                For each Joker Share, the same amounts payable in respect of
each Ordinary Share under the Ordinary Offer.

                For the avoidance of doubt, amounts payable under the Joker
Offer will be paid at the same time as the respective amounts are paid under the
Ordinary Offer.

(iii)         The Preference Offer

                For each Preference Share, the sum of £2.13 in cash (the
"Preference Offer Price").  In addition, all Preference Shareholders on the
register on 24 June 2005 will receive the August Preference Dividend from JPSE
in full.

The Shares to be acquired pursuant to the Offers will be acquired fully paid and
free from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and other interests and together with all rights attaching thereto,
including the right to receive and retain all dividends and other distributions
(if any) declared, made or paid on or after the date of this Document other than
the August Preference Dividend which will be payable to all Preference
Shareholders on the register on 24 June 2005.

3.                   Inter-conditionality of the Offers

Each of the Offers is subject to a number of conditions including as to the
levels of acceptances received for the Offers.  In particular, the Ordinary
Offer is conditional upon the Joker Offer being implemented and the Joker Offer
is conditional upon the Ordinary Offer being implemented.  Furthermore, the
Preference Offer is conditional upon both the Ordinary and the Joker Offers
being implemented.  The inter-conditionality of the Offers is such that the
Ordinary Offer and the Joker Offer can be implemented without the Preference
Offer being implemented but the Preference Offer cannot be implemented without
the Ordinary and Joker Offers being implemented.  This means that Moorfoot could
acquire control of JPSE through acquisitions made under the Ordinary and Joker
Offers even if the Preference Offer does not result in the acquisition of all of
the Preference Shares .

It should also be noted that the proposed sales by JPSE of the Forneth Estate
and 10 Old Broughton (referred to in paragraph 8 below) are an integral part of
the Offers and Moorfoot's funding structure and, accordingly, none of the Offers
will proceed without shareholder approval being given in respect of these sales.

4.                   Valuation of Preference Shares

                The Preference Shares are admitted to listing on the UK Listing
Authority's official list and to trading on the London Stock Exchange's market
for listed securities.

                The Preference Offer Price has been determined by reference to a
one per cent. spread over long-term interest rates.

                As far as Moorfoot is aware, there has been minimal recent
trading in the Preference Shares against which Moorfoot can benchmark the price
it is willing to pay for the Preference Shares.  In addition, there is no
mechanism in JPSE's articles of association for valuing the Preference Shares or
ascribing a fair market value to them in the event of an offer being made to
acquire the Preference Shares.  However, the Articles of Association do contain
a mechanism whereby the Preference Shares can be valued on a return of assets on
liquidation or otherwise (the "Liquidation Mechanism").  The Articles of
Association state that, in those circumstances, the surplus assets of JPSE after
payment of its liabilities are to be paid to Ordinary and Joker Shareholders
after paying to the holders of the Preference Shares in priority to any other
class of shares:

(i)            the amount of capital paid up on each Preference Share (that is,
£1);

(ii)           any arrears, deficiency or accruals of dividend on the Preference
Shares; and

(iii)         a premium on each Preference Share equal to the amount, if any, as
certified by the auditors of JPSE of the excess over the nominal capital (that
is, £1) of the average of the means of the daily quotations of the London Stock
Exchange of such shares during the preceding six months, after deducting from
the mean on each day an amount equal to the arrears and the accruals of the
fixed cumulative dividend on the Preference Shares up to that date (whether the
same have been earned or declared or not).

There is no daily quotation in the Preference Shares such as to allow the
calculation of the Liquidation Amount.  Using the last known traded price for
the Preference Shares of £1.42 as a substitute, however, the Liquidation
Mechanism could be expected to have resulted in a value per Preference Share of
£1.42 as at 8 June 2005 (the "Liquidation Price").  The Preference Offer Price
when aggregated with the August Preference Dividend therefore represents a 53.5
per cent. premium to the Liquidation Price.  As already noted, all Preference
Shareholders on the register at 24 June 2005 will receive the August Preference
Dividend in full.  Preference Shareholders who accept the Preference Offer, or
whose shares are acquired compulsorily will not receive any further preference
dividend.

If Moorfoot acquires control of JPSE, its intention is to procure that JPSE pays
substantially all of its cash balances by way of dividend to Moorfoot.  This
cash will be used to repay a portion of the debt incurred by Moorfoot to fund
the Offers.  In addition, any residual debt within Moorfoot will be secured on
certain of the property assets of JPSE.  In such circumstances, if Preference
Shares remain outstanding the JPSE covenant will be significantly weaker than at
present which may jeopardise JPSE's ability to declare a dividend in respect of
the Preference Shares.  Furthermore, if Moorfoot decides in the future to
liquidate JPSE then the amount payable to Preference Shareholders would be the
Liquidation Amount calculated as set out above and which is likely to be
substantially less than the amount being offered today for the Preference
Shares.

5.                   The Loan Note Alternative

As an alternative to all or part of the Initial Consideration which would
otherwise be receivable by them under the Ordinary Offer and the Joker Offer,
Shareholders (other than certain overseas shareholders) who validly accept the
Ordinary Offer and the Joker Offer are entitled to elect to receive Loan Notes
to be issued by Moorfoot on the following basis:

 for each £1 of the Initial Consideration under the relevant Offer - £1 nominal
                                 of Loan Notes

The Loan Note Alternative is not available for any consideration other than the
Initial Consideration and is not available under the Preference Offer.

6.                   Information on Moorfoot and on financing the Offer

Moorfoot is a private company limited by shares recently incorporated for the
purposes of making the Offers.  Since incorporation, Moorfoot has not traded or
entered into any material obligation other than in connection with the Offers
and the financing thereof.

The sole director and sole shareholder of Moorfoot is Robbie Douglas Miller.

Following the Offers becoming or being declared unconditional in all respects,
it is currently intended that Moorfoot will be owned 100 per cent by Robbie
Douglas Miller and that he will continue to be the sole director.

Robbie Douglas Miller has entered into an agreement with Moorfoot pursuant to
which he has agreed, conditionally on the Ordinary Offer and the Joker Offer
becoming or being declared unconditional in all respects, to re-invest not less
than 95% of the net proceeds received by him in respect of the sale of his
Shares in JPSE by subscribing for ordinary shares in the capital of Moorfoot.

Senior debt finance has been arranged on behalf of Moorfoot by the Bank.  The
facilities comprise a £57,063,000 multi-option bridge facility, which may be
drawn upon any of the Offers becoming unconditional in order, inter alia, to
fund such Offers, and a £8,489,000 revolving credit facility which is available
to be drawn on the date on which the bridge facility is repaid and is to be made
available to refinance the residual balance of the bridge facility as at that
date, to make payment of any element of deferred consideration under the Offers
and to provide for the working capital requirements of the Moorfoot Group.

7.                   Information on JPSE

Prior to completion of the Retail Sale, except for certain property interests
not connected to the Retail Business, JPSE's business was as a department store
retailer involved principally in the retail sale of clothing, cosmetics and
household goods, operating out of its property at Princes Street, Edinburgh and
also its retail units at Edinburgh Airport, Glasgow Airport and Lomond Shores at
Loch Lomond.

For the year ended 1 February 2004, JPSE reported total sales of £53.3 million
(2003: £53.1 million) and operating profit of £2.4 million (2003: £2.6 million).
  As at 1 February 2004, JPSE reported having consolidated net assets of £29.70
million (2003: £29.14 million).

Following Retail Completion on 5 April 2005, JPSE ceased to be concerned in the
Jenners retail business.

8.             Forneth Estate and 10 Old Broughton, Edinburgh

In connection with the Offers, Robert Douglas Miller has agreed to acquire the
Forneth Estate from JPSE for an aggregate amount equal to its open market value
of £5.9 million conditional upon the acquisition of JPSE by Moorfoot.
Similarly, Andrew Douglas Miller has agreed to acquire from JPSE a property at
10 Old Broughton, Edinburgh, for its open market value of £410,000 also
conditional upon the acquisition of JPSE by Moorfoot.  As these transactions are
between JPSE and present directors of the Company, an EGM is being held to seek
Ordinary and Joker Shareholders' approval for these transactions.



9.             Compulsory acquisition of all Shares and de-listing and
cancellation of trading of Preference Shares

If Moorfoot receives acceptances under each of the Offers in respect of, and/or
otherwise acquires, 90 per cent. or more in value of each of the Ordinary Shares
(as a class), the Joker Shares (as a class) and the Preference Shares (as a
class) to which the Offers relate, Moorfoot intends to exercise its rights
pursuant to the provisions of sections 428 to 430F of the Act to acquire
compulsorily the remaining Ordinary Shares and/or Joker Shares and/or Preference
Shares (as the case may be) on the same terms as the relevant Offer.

Assuming the Ordinary and Joker Offers become or are declared unconditional in
all respects, Moorfoot also intends to procure that JPSE applies to the UK
Listing Authority for the cancellation of the listing of the Preference Shares
on the Official List and to the London Stock Exchange for the cancellation of
the admission to trading of the Preference Shares on its market for listed
securities.  It is intended that such cancellations will take effect no earlier
than twenty business days after each of the Ordinary Offer and the Joker Offer
becomes or is declared unconditional in all respects.  Preference Shareholders
should note that there is a risk that the de-listing and cancellation of trading
of the Preference Shares will reduce the liquidity and marketability of any
Preference Shares not acquired by Moorfoot.

10.          Extraordinary General Meeting

                Each of the Offers is conditional on the passing by Shareholders
of an ordinary resolution at the EGM or at any adjournment thereof approving,
inter alia, the sales of Forneth Estate and 10 Old Broughton.

                The resolution requires the approval of more than 50 per cent.
of the votes cast in respect of it.  The EGM will be held at 11.00 a.m. on 29
June 2005 at 16 Charlotte Square, Edinburgh EH2 4DF.



CONDITIONS OF THE OFFERS

1.                   Conditions of the Ordinary Offer

The Ordinary Offer is subject to the following conditions:

(i)            valid acceptances of the Ordinary Offer being received (and not,
where permitted, withdrawn) by 3.00pm on 29 June 2005 (or such later time(s) and
/or date(s) as may be determined) in respect of not less than 90 per cent. (or
such lower percentage as Moorfoot may at its absolute and sole discretion
decide)  in nominal value of the Ordinary Shares to which the Ordinary Offer
relates; and for this purpose the expression "Ordinary Shares to which the
Ordinary Offer relates" shall be construed in accordance with sections 428 to
430F of the Act;

(ii)           the passing by Shareholders at the EGM or any adjournments
thereof of the ordinary resolutions set out in the notice of EGM; and

(iii)         the Joker Offer having become or been declared unconditional in
all respects, save to the extent that it is conditional upon the Ordinary Offer
becoming or being declared unconditional in all respects.

2.             Conditions of the Joker Offer

The Joker Offer is subject to the following conditions:

(i)            valid acceptances of the Joker Offer being received (and not,
where permitted, withdrawn) by 3.00pm on 29 June 2005 (or such later time(s) and
/or date(s) as may be determined) in respect of not less than 90 per cent. (or
such lower percentage as Moorfoot may at its absolute and sole discretion
decide) in nominal value of the Joker Shares to which the Joker Offer relates;
and for this purpose the expression "Joker Shares to which the Joker Offer
relates" shall be construed in accordance with sections 428 to 430F of the Act;

(ii)           the passing by Shareholders at the EGM or any adjournments
thereof of the ordinary resolutions set out in the notice of EGM;  and

(iii)         the Ordinary Offer having become or been declared unconditional in
all respects, save to the extent that it is conditional upon the Joker Offer
becoming or being declared unconditional in all respects.

3.             Conditions of the Preference Offer

                The Preference Offer is subject to the following conditions:

(i)            valid acceptances of the Preference Offer being received (and
not, where permitted, withdrawn) by 3.00pm on 29 June 2005 (or such later time
(s) and/or date(s) as may be determined) in respect of not less than 90 per
cent. (or such lower percentage as Moorfoot may, at its absolute and sole
discretion, decide) in nominal value of the Preference Shares to which the
Preference Offer relates; and for this purpose the expression "Preference Shares
to which the Preference Offer relates" shall be construed in accordance with
sections 428 to 430F of the Act; and

(ii)           the passing by Shareholders at the EGM or any adjournments
thereof of the ordinary resolutions set out in the notice of EGM; and

(iii)         each of the Ordinary Offer and the Joker Offer having become or
been declared unconditional in all respects.

4.             Lapsing of Offers

If any of the Offers lapse, the relevant Offer(s) will cease to be capable of
further acceptance.  Shareholders who have accepted the relevant Offer(s) and
Moorfoot shall then cease to be bound by acceptances delivered on or before the
date on which the relevant Offer(s) lapse(s).



DEFINITIONS

In this announcement, unless the context requires otherwise, the following
expressions bear the following meanings:

"August Preference Dividend"            the half yearly dividend due and payable on the Preference Shares
                                        on 1 August 2005;

"Bank"                                  The Royal Bank of Scotland plc;

"Companies Act" or "the Act"            Companies Act 1985 (as amended);

"EGM"                                   the extraordinary general meeting of JPSE convened for 11.00 a.m.
                                        on 29 June 2005 at 16 Charlotte Square, Edinburgh EH2 4DF;

"Form of Acceptance"                    the form of acceptance, authority and election relating to the
                                        Offers;

Forneth Estate                          the land and buildings comprising Forneth Estate, Blairgowrie,
                                        Perthshire (including, without limitation, live and deadstock,
                                        crops and farm machinery);

"Joker Offer"                           the recommended cash offer (including the Loan Note Alternative)
                                        made by Moorfoot to acquire the entire issued and to be issued
                                        Joker Shares not otherwise contracted to be acquired by Moorfoot
                                        on the terms and subject to the conditions set out in the Offer
                                        Document and in the Form of Acceptance;

"Joker Shareholders"                    holders of Joker Shares;

"Joker Shares"                          those 414 Ordinary Shares numbered 35001 to 35032 (inclusive),
                                        48501 to 48522 (inclusive), 52001 to 52007 (inclusive), 55501 to
                                        55507 (inclusive), 59001 to 59007 (inclusive), 62501 to 62507
                                        (inclusive), 66001 to 66006 (inclusive), 70001 to 70025
                                        (inclusive), 92501 to 92525 (inclusive) or 874725 to 875000
                                        (inclusive) which upon a poll are entitled to 10,000 votes for
                                        every such Ordinary Share held;

"JPSE Group"                            JPSE and its subsidiary, Kennington Leasing Limited;

"Loan Note Alternative"                 the alternative under the Ordinary Offer and/or the Joker Offer
                                        by which Ordinary Shareholders and Joker Shareholders (other than
                                        certain overseas shareholders) who validly accept the Ordinary
                                        Offer and/or the Joker Offer may elect to receive Loan Notes
                                        instead of all or part of the cash consideration to which they
                                        are otherwise entitled under the basic terms of the Ordinary
                                        Offer and/or the Joker Offer;

"Loan Notes"                            the floating rate unsecured guaranteed redeemable loan notes to
                                        be issued by Moorfoot pursuant to the Loan Note Alternative;

10 Old Broughton                        The land and buildings (comprising workshops and car parking
                                        spaces) known as 10 Old Broughton, Edinburgh;

"London Stock Exchange"                 London Stock Exchange plc;

"Ordinary Offer"                        the recommended cash offer (including the Loan Note Alternative)
                                        made by Moorfoot to acquire the entire issued and to be issued
                                        Ordinary Shares not otherwise contracted to be acquired by
                                        Moorfoot on the terms and subject to the conditions set out in
                                        the Offer Document and in the Form of Acceptance;

"Ordinary Shareholders"                 holders of Ordinary Shares;

"Ordinary Shares"                       the Ordinary Shares of £1 each in the capital of the Company(not
                                        including the Joker Shares);

"Preference Offer"                      the recommended cash offer made by Moorfoot to acquire the entire
                                        issued and to be issued Preference Shares not otherwise
                                        contracted to be acquired by Moorfoot on the terms and subject to
                                        the conditions set out in the Offer Document and in the Form of
                                        Acceptance;

"Preference Shareholders"               holders of Preference Shares;

"Preference Shares"                     the 10% Cumulative Preference Shares of £1 each in the capital of
                                        the Company;

"Residual Properties"                   properties owned by JPSE as at the date of the Offer Document;

"Shareholders"                          holders of any Shares;

"Shares"                                the Ordinary Shares, the Joker Shares and the Preference Shares;

"UK Listing Authority"                  the Financial Services Authority in its capacity as the competent
                                        authority for the purposes of Part VI of FSMA;

"Valuation Reports"                     the Savills Valuation Report and the Montagu Evans Valuation
                                        Report.


ENQUIRIES:      Robbie Douglas Miller, JPSE Limited                       (01875 320 323)

                Colin MacNeill/Keith Dinsmore, Dickson Minto W.S.         (0131 225 4455)


Dickson Minto W.S., which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Moorfoot and for no one else in
relation to the Offers.  Dickson Minto W.S. will not be responsible to any other
person for providing the protections afforded to clients of Dickson Minto W.S.
nor for advising any other person in relation to the contents of this
announcement.

                                      END

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