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Friday 22 July, 2005

A.S. Watson

Offer Update

A.S. Watson
22 July 2005




NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM AUSTRALIA, CANADA OR JAPAN

                                                                    22 July 2005

                               A.S. Watson Group

                           Recommended Cash Offer of
                197 pence in cash for each Merchant Retail Share

                                       by
                              UBS Investment Bank

                                  on behalf of
                            A.S. Watson (P&C UK) Ltd.

                          a wholly-owned subsidiary of
                            Hutchison Whampoa Limited

                   and (in the United States) by the Offeror

                                      for
                           Merchant Retail Group plc

        Compulsory Acquisition of Outstanding Merchant Retail Shares



A.S. Watson (P&C UK) Ltd. (the 'Offeror') announces, in relation to the
recommended cash offer (the 'Offer') made by UBS Investment Bank on behalf of
the Offeror and (in the United States) by the Offeror for the entire issued and
to be issued ordinary share capital of Merchant Retail Group plc ('Merchant
Retail'), as set out in the offer document dated 1 June 2005 (the 'Offer
Document'), that the Offeror has acquired or agreed to acquire, or received
valid acceptances under the Offer in respect of more than 90 per cent. of the
Merchant Retail Shares to which the Offer relates and will shortly implement the
procedures set out in sections 428 to 430F of the Companies Act to acquire
compulsorily those Merchant Retail Shares for which it has not already received
valid acceptances of the Offer.


Enquiries:
A.S. Watson
Malina Ngai (Tel: +852 2608 8408)

UBS Investment Bank (financial adviser to A.S. Watson)
Emma Goodrick (Tel: +44 (0) 207 568 0000)
Seamus Moorhead (Tel: +44 (0) 207 568 0000)
Jackie Lee (Tel: +44 (0) 207 568 0000)

This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law. The Offer is being made solely by the Offer
Document and the Form of Acceptance accompanying the Offer Document, which
contains the full terms and conditions of the Offer, including details of how
the Offer may be accepted.


UBS Investment Bank is acting exclusively for A.S. Watson and the Offeror in
connection with the Offer and no one else and will not be responsible to anyone
other than A.S. Watson and the Offeror for providing the protections afforded to
clients of UBS Investment Bank or for providing advice in relation to the Offer.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.

Copies of this announcement and any formal documentation relating to the Offer
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted Jurisdiction
and persons seeking such documents (including custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or into or from a
Restricted Jurisdiction. The Offer (unless otherwise determined by the Offeror
and permitted by applicable law and regulation), is not being made, directly or
indirectly, in or into, or by the use of mails or any means of instrumentality
(including, without limitation, telephonically or electronically) of interstate
or foreign commerce of, or any facility of a national, state or other securities
exchange of a Restricted Jurisdiction and the Offer is not capable of acceptance
by any such use, means, instrumentality or facilities.

The Loan Notes to be issued in connection with the Offer have not been, nor will
they be, registered under the Securities Act or under the securities laws of any
state, territory, district or other jurisdiction of the United States; the
relevant clearances have not been, nor will they be, obtained from the
securities commission or any similar authority of any province or territory of
Canada; no prospectus has been, or will be, lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; and the Loan Notes have not been, nor will they be, registered under
applicable securities laws of any state, province, territory or jurisdiction of
Canada, Australia or Japan. Accordingly, the Loan Notes are not being, and may
not be, offered, sold, resold or delivered, 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, the relevant jurisdiction or to, or for the account or benefit of,
any US, Canadian, Australian or Japanese person.

The ability of Merchant Retail Shareholders who are not resident in the United
Kingdom to accept the Offer may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.




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