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Benchmark Group PLC (BMK)

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Tuesday 06 April, 2004

Benchmark Group PLC

Acquisition

Benchmark Group PLC
06 April 2004



Not for release, publication or distribution in whole or in part in or into the
                   United States, Canada, Australia or Japan




        Recommended ACQUISITION OF BENCHMARK group plc by GE Real Estate



Summary



*          Further to the announcement on 1 March 2004 that they were in
exclusive discussions, GE Real Estate and Benchmark announce that they have now
reached agreement on the terms of a recommended acquisition of Benchmark by GE
Real Estate.  GE Real Estate is a wholly-owned unit of GE Commercial Finance,
itself a division of General Electric Capital Corporation, a wholly-owned
subsidiary of General Electric Company.  GE Real Estate will effect the
Acquisition through GE Capital Corporation (Property Company Investments)
Limited, a wholly-owned subsidiary of General Electric Capital Corporation.



*          The Acquisition comprises the Share Offer of 280 pence per Share in
cash and the CULS Offer of 103 pence per £1 nominal value of CULS in cash.  The
Acquisition values the existing issued share capital of Benchmark at
approximately £273.1 million and the outstanding CULS at approximately £51.5
million.  This implies an enterprise value for Benchmark of approximately £450.3
million, including net debt (incorporating the nominal value of the outstanding
CULS) of approximately £175.7 million.



*          GE Real Estate has received irrevocable undertakings to vote in
favour of the Acquisition in respect of 70,004,326 Shares (representing
approximately 71.8 per cent. of the issued share capital of Benchmark) and
£26,419,316 nominal value of CULS (representing approximately 52.9 per cent. of
the outstanding CULS).  These undertakings will lapse if an offer for the Shares
has been formally announced in accordance with Rule 2.5 of the City Code by a
third party at or in excess of a price of 308 pence per Share prior to the Court
Meetings and the Benchmark EGM.



*          On 30 September 2003, it was stated in the preliminary announcement
of Benchmark's final results for the year ended 30 June 2003 that the Board, in
the interests of all Shareholders, had decided to review all options available
to Benchmark to address the issue of the discount to net asset value reflected
in the price at which the Company's shares had been trading.  On 5 December
2003, Benchmark, in response to market speculation surrounding a potential offer
for the Company, confirmed that it had received a number of unsolicited
approaches of a very preliminary and tentative nature from various parties
indicating that they might be interested in considering a possible offer for
Benchmark.



*          The Acquisition has the unanimous recommendation of the Independent
Directors of Benchmark (being all the Benchmark Directors other than Nigel
Kempner).  In the view of the Independent Directors, the Acquisition represents
a successful outcome following Benchmark's recent strategic review and, if it
becomes unconditional, will allow all Shareholders to realise a premium to basic
net asset value per Share as at 31 December 2003 from their investment in
Benchmark.



*          The Share Offer represents a premium of approximately 1.5 per cent.
to the basic net asset value of 275.8 pence per Share as at 31 December 2003.
The Share Offer is also equivalent to a discount of approximately 0.4 per cent.
to the adjusted net asset value (having added back the FRS 19 deferred tax
liability in respect of capital allowances) of 281.1 pence per Share and a
premium of approximately 0.6 per cent. to the adjusted triple net asset value of
278.4 pence per Share, both as at 31 December 2003 (as set out in Appendix III
of Part 2 of this Announcement).



*          In addition, the Share Offer represents a premium of approximately
11.6 per cent. to the Share price of 251.0 pence on the trading day before the
announcement on 5 December 2003 and a premium of approximately 57.7 per cent. to
the Share price of 177.5 pence on the trading day before the statement on 30
September 2003.



*          The CULS Offer represents a premium of approximately 1.5 per cent. to
the CULS price of 101.5 pence per £1 nominal value of CULS on the trading day
before the announcement on 5 December 2003 and a premium of approximately 4.6
per cent. to the CULS price of 98.5 pence per £1 nominal value of CULS on the
trading day before the statement on 30 September 2003.



*          It is intended that the Acquisition be implemented by way of a scheme
of arrangement under section 425 of the Companies Act. It is expected that the
Scheme Document will be posted in late April 2004 and, subject to the
satisfaction of all relevant conditions, including the sanction of the Court,
the Scheme is expected to become effective on 1 July 2004.



GE Capital Europe President, Charles Alexander, said:



'We are excited by the opportunity this acquisition represents to increase our
direct investment in UK property and to manage Benchmark's portfolio in a
private company environment.'



GE Real Estate UK Managing Director, Alec Burger, said:



'Benchmark offers a good opportunity to increase our exposure to the West End
market of London by acquiring a West End property portfolio which has been
developed and managed by a respected specialist team.  It is also highly
complementary to our existing portfolio in the UK.'



Benchmark Chairman, Tan Sri Quek Leng Chan, said:



'This offer represents a successful outcome following our recent strategic
review and crystallises immediate and good value for the Company's investors.'



This summary should be read in conjunction with the full text of this
Announcement. Appendix IV of Part 2 of this Announcement contains definitions of
certain terms used in this Announcement.




Press Enquiries


Morgan Stanley                                Tel: +44 20 7425 5000
(Financial adviser to GE Real Estate)
Mark Warham
Jonathan Lane


Financial Dynamics                            Tel: +44 20 7831 3113
(Public relations adviser to GE Real Estate)
Stephanie Highett
Dido Laurimore


Benchmark                                     Tel: +44 20 7659 0500
K.C. Wong (Independent Director)
Nigel Kempner (Chief Executive)


HSBC                                          Tel: +44 20 7991 8888
(Financial adviser to Benchmark)
Charles Packshaw
Charles Ashton


(Corporate broker to Benchmark)
Heraclis Economides


Tavistock Communications Limited              Tel: +44 20 7920 3150
(Public relations adviser to Benchmark)
Jeremy Carey



Morgan Stanley & Co. Limited is acting exclusively for GE PCI and GE Capital and
no one else in connection with the Acquisition and will not be responsible to
anyone other than GE PCI and GE Capital for providing the protections afforded
to clients of Morgan Stanley & Co. Limited nor for providing advice in
connection with the Acquisition.



HSBC Bank plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Benchmark and no one else in
connection with the Acquisition and will not be responsible to anyone other than
Benchmark for providing the protections afforded to clients of HSBC Bank plc nor
for providing advice in connection with the Acquisition.



The availability of the Acquisition to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdiction in which
they are located.  Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements.



The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdiction into which this Announcement is released, published or distributed
should inform themselves about, and observe such restrictions.  This document is
not for release, distribution or publication in or into or from the United
States, Canada, Australia or Japan.  Accordingly, copies of this Announcement
are not being, and must not be mailed, or otherwise distributed, or sent in or
into or from, the United States, Canada, Australia or Japan.



THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITY, NOR 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.



Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Benchmark, owns or controls or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Benchmark is generally required under the provisions of Rule 8 of the City Code
to notify a Regulatory Information Service as specified in the Listing Rules and
the Panel by no later than 12.00 noon (London time) on the business day
following the date of the transaction of every dealing in such securities during
the period to the date on which the Scheme becomes effective.  Dealings by GE
PCI, GE Capital or Benchmark (or by their respective 'associates', within the
definition set out in the City Code) in any class of securities of Benchmark
until the end of such period must also be disclosed (save where omission of such
associates from this requirement has been approved by the Panel).  Please
consult your financial adviser immediately if you believe this Rule may be
applicable to you.




Not for release, publication or distribution in whole or in part in or into the
                   United States, Canada, Australia or Japan




        Recommended ACQUISITION OF BENCHMARK group plc by GE Real estate



1.               Introduction



GE Real Estate and Benchmark announce that they have reached agreement on the
terms of a recommended acquisition of Benchmark by GE Real Estate (the '
Acquisition').  GE Real Estate is a wholly-owned unit of General Electric
Commercial Finance, itself a division of General Electric Capital Corporation ('
GE Capital'), a wholly-owned subsidiary of General Electric Company ('GE').  GE
Real Estate will effect the Acquisition through GE Capital Corporation (Property
Company Investments) Limited ('GE PCI'), a wholly-owned UK subsidiary of GE
Capital.



The Acquisition comprises an offer to Shareholders of 280 pence per Share in
cash and an offer to CULS Holders of 103 pence per £1 nominal value of CULS in
cash.



It is intended that the Acquisition be implemented by way of a scheme of
arrangement under section 425 of the Companies Act.  It is expected that the
Scheme Document will be posted in late April 2004.  The Scheme, subject to the
satisfaction of all relevant conditions, including the sanction of the Court, is
expected to become effective on 1 July 2004.



The Acquisition will be subject to the conditions and terms set out in Appendix
I and the further terms that will be set out in the Scheme Document.



The Acquisition values the existing issued share capital of the Company at
approximately £273.1 million and the outstanding CULS at approximately £51.5
million.  This implies an enterprise value for the Company of approximately
£450.3 million, including net debt (incorporating the nominal value of the
outstanding CULS) of approximately £175.7 million.



Morgan Stanley & Co. Limited is acting as exclusive financial adviser to GE Real
Estate in relation to the Acquisition. HSBC Bank plc is acting as exclusive
financial adviser and corporate broker to Benchmark in relation to the
Acquisition.



The sources of information and bases of calculation contained in this
Announcement are set out in Appendix III.



2.               The Share Offer and the CULS Offer



Under the Scheme, Shareholders and CULS Holders will be offered, respectively:


For each Share                                       280 pence in cash


For each £1 nominal value of CULS                    103 pence in cash



In respect of the Shares, the Share Offer represents:

-    a premium of approximately 1.5 per cent. to the basic net
asset value of 275.8 pence per Share as at 31 December 2003 (as set out in
Appendix III);

-    a discount of approximately 0.4 per cent. to the adjusted
net asset value of 281.1 pence per Share as at 31 December 2003 (as set out in
Appendix III);

-    a premium of approximately 0.6 per cent. to the adjusted
triple net asset value of 278.4 pence per Share as at 31 December 2003 (as set
out in Appendix III);

-    a premium of approximately 11.6 per cent. to the Share
price of 251.0 pence on the trading day before the announcement by the Company
on 5 December 2003 concerning the market speculation surrounding a possible
offer for the Company and confirmation that it had received a number of
unsolicited approaches in relation to a possible offer; and

-    a premium of approximately 57.7 per cent. to the Share
price of 177.5 pence on the trading day before the Company's statement on 30
September 2003 that it was reviewing all options available to it to address the
issue of the discount to net asset value reflected in the price at which the
Shares had been trading.



In respect of the CULS, the CULS Offer represents:

-    a premium of approximately 1.5 per cent. to the CULS price
of 101.5 pence per £1 nominal value of CULS on the trading day before the
announcement by the Company on 5 December 2003 referred to above; and

-    a premium of approximately 4.6 per cent. to the CULS price
of 98.5 pence per £1 nominal value of CULS on the trading day before the
Company's statement on 30 September 2003 referred to above.



3.   Share Dividend and CULS Interest



Benchmark Shareholders who were on the register at the close of business on 19
March 2004 will be entitled to receive the interim dividend of 1.95 pence per
Share payable on 14 April 2004.  CULS Holders will be entitled to receive the
interest payable on the CULS on 30 April 2004 of 2.875 pence per £1 nominal
value of CULS.



In addition, CULS Holders will be entitled under the Scheme to receive the
interest which has accrued on their CULS from 1 May 2004 up to the date the
Scheme becomes effective in relation to the CULS (which is expected to be 1 July
2004).



4.   Undertakings to vote in favour of the Scheme



A subsidiary of Friends Provident plc and a subsidiary of GuocoLand Limited who,
together, are interested in 67,412,446 Shares (representing approximately 69.1
per cent. of the issued share capital of Benchmark) and £25,000,000 nominal
value of CULS (representing approximately 50.01 per cent. of the outstanding
CULS) have irrevocably undertaken to vote in favour of the Scheme in respect of
their entire holdings of Shares and CULS.



An irrevocable undertaking has been received from Citicorp International Finance
Corporation who is interested in 2,368,548 Shares (representing approximately
2.4 per cent. of the issued share capital of Benchmark) and £1,189,950 nominal
value of CULS (representing approximately 2.4 per cent. of the outstanding CULS)
to vote in favour of the Scheme in respect of its entire holding of Shares and
CULS.



Irrevocable undertakings to vote in favour of the Scheme have also been received
from the Independent Directors in respect of, in aggregate, 23,265 Shares
(representing approximately 0.02 per cent. of the issued share capital of the
Company) and £101,666 nominal value of CULS (representing approximately 0.2 per
cent of the outstanding CULS), being all the Shares and CULS beneficially owned
by the Independent Directors or in respect of which such Independent Directors
have the power to direct the disposition.



In addition, an irrevocable undertaking to vote in favour of the Acquisition has
been received from Nigel Kempner in respect of his total holding of 200,067
Shares (representing 0.2 per cent. of the issued share capital of the Company)
and his total holding of £127,700 nominal value of CULS (representing
approximately 0.26 per cent. of the outstanding CULS).



The irrevocable undertakings referred to above will lapse if an offer for the
Shares has been formally announced in accordance with Rule 2.5 of the City Code
by a third party at or in excess of a price of 308 pence per Share prior to the
Court Meetings and the Benchmark EGM.



In aggregate, GE Real Estate has received irrevocable undertakings to vote in
favour of the Scheme in respect of 70,004,326 Shares (representing approximately
71.8 per cent. of the issued share capital of the Company) and £26,419,316
nominal value of CULS (representing approximately 52.9 per cent. of the
outstanding CULS).



5.   Background to and reasons for the transaction

On 30 September 2003, the Chairman's statement accompanying the preliminary
announcement of Benchmark's results for the year ended 30 June 2003 stated that
for some time the Board had been concerned at the size of the discount to net
asset value reflected in the price at which the Company's shares had traded and
that accordingly the Board, in the interests of all Shareholders, had decided to
review all options available to Benchmark to address the issue of the discount.



On 5 December 2003, as a result of speculation regarding the Company's future,
Benchmark made a further announcement confirming that it had received a number
of unsolicited approaches of a very preliminary and tentative nature from
various parties which had indicated that they might be interested in considering
a possible offer for Benchmark.  However, at that time, no firm proposals had
been put forward.  On 1 March 2004, following detailed discussions with several
parties, Benchmark announced that it had entered into exclusive negotiations
with GE Real Estate.



In the view of the Independent Directors, the Acquisition represents a
successful outcome following the Company's recent strategic review and, if it
becomes unconditional, will allow all Shareholders to realise a premium to basic
net asset value per Share as at 31 December 2003 from their investment in
Benchmark. The investment properties in Benchmark's portfolio were independently
valued as at 31 December 2003.



6.   Information on Benchmark



Benchmark is a specialist central London property investment and development
company.



As of 31 December 2003, the Company had 40 properties under management, equating
to 1.7 million square feet.



Benchmark owns 56.6% of the units in WELPUT, a Jersey unit trust, which is
managed by Schroder Property Managers (Jersey) Limited and to which Benchmark
acts as property adviser.  WELPUT has a portfolio of 10 properties in the West
End.  Benchmark also has a 50% interest in the Benchmark JER 1 Limited
Partnership and a 49.9% interest in the Benchmark JER 2 Limited Partnership
(together 'BJER'), a joint venture with funds managed by JER Partners.  BJER
owns three properties in the West End.



For the six months ended 31 December 2003, Benchmark reported net rental income
(including share of joint ventures) of £29.3 million and a profit before tax of
£11.9 million.  As at 31 December 2003, Benchmark had equity shareholders' funds
of £268.8 million. The market value of Benchmark's property portfolio (including
share of joint ventures) was £657.4 million as at 31 December 2003.  Benchmark's
basic net asset value per Share was 275.8 pence, as set out in Appendix III.



For the year ended 30 June 2003, Benchmark reported net rental income (including
share of joint ventures) of £51.7 million and a profit before tax of £2.9
million.  As at 30 June 2003, Benchmark had equity shareholders' funds of £266.6
million (restated).  The market value of Benchmark's property portfolio
(including share of joint ventures) was £730.8 million as at 30 June 2003 and
Benchmark's basic net asset value per Share was 273.6 pence (restated) as at
that date.



7.   Information on GE



GE is a diversified manufacturing, technology and services company with
operations worldwide.  In the year ended 31 December 2003, GE's consolidated
revenues were over $134 billion.



GE Capital, a wholly-owned subsidiary of GE, is a global diversified financial
services company which, with its parent GE Capital Services, Inc., has assets of
approximately $500 billion. GE Capital offers a wide range of financial products
and services through four divisions: GE Commercial Finance, GE Consumer Finance,
GE Equipment Services and GE Insurance.



GE Commercial Finance offers businesses an array of financial services and
products worldwide.  With particular expertise in the mid-market segment, GE
Commercial Finance also offers loans and financing leases for major capital
assets, including aircraft fleets, industrial facilities and equipment and
energy-related facilities; real estate loans and investments; and loans to and
investments in public and private entities in diverse industries.



GE Real Estate is a division of GE Commercial Finance, which offers innovative
financial products and services to businesses worldwide. GE Real Estate's global
presence extends to 30 offices across North America, Europe and Asia Pacific
with a portfolio of approximately $28 billion in core global property assets.



GE Real Estate has 18 years' experience in the European property market and has
established a solid foundation through long-term dedication to local
partnerships and meeting customers' needs.  Today, 245 GE Real Estate
professionals and 37 joint venture partners operate from seven regional offices
across Europe.  GE Real Estate has a current direct investment in excess of $8
billion in Europe.



GE Real Estate will effect the Acquisition through GE PCI, a wholly-owned UK
subsidiary of GE Capital.



8.   Financing



The Acquisition will be financed out of existing cash resources of GE Capital or
funds available under the financing arrangements of GE Capital (which will be
made available to GE PCI).



9.   Management and Employees



GE Real Estate is presently in discussions with certain members of Benchmark's
management team led by its Chief Executive, Nigel Kempner, with a view to this
team entering into an agreement to provide strategic management and development
services in respect of Benchmark's business following the Acquisition.



GE Real Estate and Nigel Kempner anticipate finalising these arrangements before
posting of the Scheme Document.



GE Real Estate has given assurances to the Board that the existing employment
rights of the management and employees of the Benchmark Group will be fully
safeguarded (including pension rights, annual bonuses and entitlements to other
bonuses payable to employees in connection with work done in preparation for the
Company's sale).



10.  Share Schemes



The Acquisition will affect share options and awards granted under the Share
Schemes. Participants in the Share Schemes will be contacted regarding the
effect of the Acquisition on them and appropriate proposals will be made in due
course.



As the Scheme will apply only to Shares in issue at the Scheme Record Time, it
is proposed to amend the articles of association of Benchmark at the Benchmark
EGM to provide that, if the Scheme becomes effective, any Shares issued pursuant
to the Share Schemes after the Scheme Record Time will automatically (and
immediately following issue) be transferred to GE PCI in exchange for cash on
the same basis as under the Scheme.  Consequently, participants in the Share
Schemes who are entitled, and choose, to exercise any options or receive Shares
under awards after the Scheme becomes effective will receive cash for those
Shares on the same basis as under the Scheme.



11.  Inducement Fee



The Company has agreed to pay an inducement fee to GE Real Estate of
approximately £3.25 million (plus any amounts in respect of VAT recoverable by
Benchmark) in the event that (a) the Board of Benchmark withdraws or adversely
modifies its recommendation of the Acquisition (b) the Acquisition fails solely
as a result of any or all of the Directors or the subsidiaries of Friends
Provident plc or GuocoLand Limited failing to comply with the terms of the
irrevocable undertakings referred to in paragraph 4 above or (c) a competing
offer or offers is, or are, announced and made and (i) the Acquisition fails to
become or be declared wholly unconditional and (ii) any such competing offer
becomes or is declared wholly unconditional or the acceptance condition of any
such competing offer becomes capable of satisfaction (assuming, for this
purpose, that the relevant competing offeror has waived the acceptance condition
of such offer to the maximum extent permitted by the terms of such offer).



12.  Scheme of Arrangement



The Acquisition will be effected by means of a scheme of arrangement between
Benchmark, the Shareholders and CULS Holders under section 425 of the Companies
Act.  The procedure will involve application by Benchmark to the Court to
sanction the Scheme.  Under the Scheme, the existing Shares and outstanding CULS
would be cancelled, new Shares would be issued to GE PCI, and Shareholders and
CULS Holders would receive, respectively, 280 pence in cash for each Share and
103 pence in cash for each £1 nominal value of CULS.  In addition, CULS Holders
would receive interest which has accrued on their CULS from 1 May 2004 up to the
date on which the Scheme becomes effective in respect of the CULS (which is
expected to be 1 July 2004).



Before the Final Court Order can be sought, the Scheme will require approval by
Shareholders at a meeting convened by the Court and the approval of Shareholders
of certain related resolutions to be proposed at the Benchmark EGM.  The Scheme
will be approved at the court meeting if a majority in number representing not
less than 75 per cent. in value of the Shareholders present and voting, either
in person or by proxy, votes in favour of the Scheme.



In order for the Scheme, and therefore the Acquisition, to apply to the CULS, it
will also be necessary to obtain the approval of CULS Holders at a meeting
convened by the Court.  It will be necessary to obtain at this meeting the
approval of a majority in number representing not less than 75 per cent. in
value of the CULS Holders present and voting, either in person or by proxy.  If
the approval of CULS Holders is not obtained or the Court does not approve the
Scheme insofar as it relates to the CULS, the Scheme will (assuming all other
necessary approvals are obtained) proceed in relation to the Shares.  In these
circumstances, GE Real Estate has committed to make a takeover offer as soon as
reasonably practicable thereafter to acquire all outstanding CULS for cash at
the same price as under the CULS Offer to enable those CULS Holders who wish to
exit their investment in CULS to do so.  This offer would be made on an
unconditional basis save for a condition that acceptances in respect of over 50
per cent. of CULS must be received; this acceptance condition would be expected
to be satisfied from the outset owing to the irrevocable undertakings which have
been received from holders of approximately 52.9 per cent. of the CULS (the
terms of which extend to such an offer).



Once the required approvals have been obtained, and the other conditions to the
Scheme have been satisfied or waived, the Scheme will become effective upon
sanction by the Court and registration of the Final Court Order by the Registrar
of Companies in England and Wales.



GE Real Estate intends that, following the Scheme becoming effective in its
entirety, it will procure that Benchmark applies to the London Stock Exchange
for the CULS and Shares to cease trading, and to the UK Listing Authority to
remove the Shares and CULS from the Official List.  If the Scheme becomes
effective in relation to the Shares but not the CULS, the requirements of the
Listing Rules are such that in these circumstances it is likely that the Shares
would be required to be de-listed.



Following the Scheme becoming effective (whether in its entirety or in relation
to the Shares only), GE Real Estate would also expect to take steps necessary to
re-register Benchmark as a private company.



Further details of the Scheme will be contained in the Scheme Document.



13.  Implementation Agreement



GE Real Estate and Benchmark have entered into the Implementation Agreement.



An overview of certain provisions of the Implementation Agreement is set out in
Appendix II.



14.  Disclosure of interests in Benchmark



As at 5 April 2004, the last trading day prior to this Announcement, GE Pensions
Limited held 12,800 Shares.  These shares form part of assets managed by GE
Pensions Limited on a discretionary basis for policyholders of GE Life.



Save as disclosed above, as at 5 April 2004, neither GE PCI, GE Capital, nor any
of the directors of those companies, nor their close relatives and related
trusts, nor, so far as GE PCI and GE Capital are aware, any party acting in
concert with GE PCI, owned or controlled any Benchmark Securities or held any
options to purchase Benchmark Securities or had entered into any derivative
referenced to Benchmark Securities.  With the consent of the Panel, GE PCI and
GE Capital have not made enquiries in this respect of certain parties who may
otherwise be presumed to be acting in concert with them for the purposes of the
Acquisition.




15.   Other



The Scheme Document will be despatched to Shareholders, CULS Holders and, for
information only, to participants in the Share Schemes.



The Scheme Document will include full details of the Scheme, together with
notices of the Court Meetings and the Benchmark EGM and the expected timetable,
and will specify the necessary action to be taken by Shareholders and CULS
Holders.



The availability of the Share Offer and the CULS Offer to persons not resident
in the United Kingdom may be affected by the laws of the relevant jurisdiction
in which they are located.  Such persons should inform themselves about and
observe any applicable requirements. Further details in relation to overseas
Shareholders will be contained in the Scheme Document.



Certain terms used in this Announcement are defined in Appendix IV.



16.   Recommendation



In view of the possible arrangements between Nigel Kempner and GE Real Estate
referred to above, the Independent Directors have taken responsibility for
considering the Acquisition on behalf of Shareholders and CULS Holders.



The Independent Directors, who have been so advised by HSBC Bank plc, consider
the terms of the Acquisition to be fair and reasonable.  Accordingly, the
Independent Directors intend unanimously to recommend that Shareholders and CULS
Holders vote in favour of the Scheme, as they have undertaken to do in respect
of their own beneficial holdings in aggregate of 23,265 Shares (representing
approximately 0.02 of the existing issued share capital of the Company) and
£101,666 nominal value of CULS (representing approximately 0.2 per cent. of the
outstanding CULS). In providing advice to the Independent Directors, HSBC Bank
plc has taken into account the commercial assessments of the Independent
Directors.


Press Enquiries


Morgan Stanley                                  Tel: +44 20 7425 5000
(Financial adviser to GE Real Estate)
Mark Warham
Jonathan Lane


Financial Dynamics                              Tel: +44 20 7831 3113
(Public relations adviser to GE Real Estate)
Stephanie Highett
Dido Laurimore


Benchmark                                       Tel: +44 20 7659 0500
K.C. Wong (Independent Director)
Nigel Kempner (Chief Executive)


HSBC                                            Tel: +44 20 7991 8888
(Financial adviser to Benchmark)
Charles Packshaw
Charles Ashton


(Corporate broker to Benchmark)
Heraclis Economides


Tavistock Communications Limited              Tel: +44 20 7920 3150
(Public relations adviser to Benchmark)
Jeremy Carey



Morgan Stanley & Co. Limited is acting exclusively for GE PCI and GE Capital and
no one else in connection with the Acquisition and will not be responsible to
anyone other than GE PCI and GE Capital for providing the protections afforded
to clients of Morgan Stanley & Co. Limited nor for providing advice in
connection with the Acquisition.



HSBC Bank plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Benchmark and no one else in
connection with the Acquisition and will not be responsible to anyone other than
Benchmark for providing the protections afforded to clients of HSBC Bank plc nor
for providing advice in connection with the Acquisition.



The availability of the Acquisition to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdiction in which
they are located.  Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements.



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.  This document is
not for release, distribution or publication in or into or from the United
States, Canada, Australia or Japan.  Accordingly copies of this Announcement are
not being, and must not be mailed or otherwise distributed or sent in or into or
from the United States, Canada, Australia or Japan.



THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITY, NOR 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.



Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Benchmark, owns or controls or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Benchmark is generally required under the provisions of Rule 8 of the City Code
to notify a Regulatory Information Service as specified in the Listing Rules and
the Panel by no later than 12.00 noon (London time) on the business day
following the date of the transaction of every dealing in such securities during
the period to the date on which the Scheme becomes effective.  Dealings by GE
PCI or GE Capital or by Benchmark or by their respective 'associates' (within
the definition set out in the City Code) in any class of securities of Benchmark
until the end of such period must also be disclosed (save where omission of such
associates from this requirement has been approved by the Panel).  Please
consult your financial adviser immediately if you believe this Rule may be
applicable to you.



APPENDIX I



Conditions to the Scheme and Acquisition



The Acquisition and the Scheme will comply with the applicable rules and
regulations of the UK Listing Authority, the London Stock Exchange and the City
Code.  The Acquisition and the Scheme will be governed by English law and will
be subject to the jurisdiction of the English courts and to the terms and
conditions set out below and the further terms to be set out in the Scheme
Document.



The Acquisition and the Scheme will apply to the Shares and the CULS.



Unless otherwise agreed between GE PCI and Benchmark prior to the Final Court
Hearing and subject to the approval of the Court, each of the Conditions must
have been satisfied or waived (if capable of waiver) by the Final Hearing Date
save for the Conditions in clauses 1.3 and 2.2.  GE PCI has undertaken in the
Implementation Agreement to waive each Condition capable of waiver prior to such
date unless the circumstances of the non-fulfilment of such Condition are of
such significance to GE PCI in the context of the Acquisition that the Panel
permits the Scheme to be withdrawn.



1.  Subject to clauses 3 and 4, the Acquisition and the Scheme
insofar as they apply to the Shares are subject to the following conditions:



1.1 approval of the Scheme by a majority in number of Shareholders,
representing 75 per cent. or more in value present and voting, either in person
or by proxy, at the Shareholders Court Meeting, or at any adjournment of the
Shareholders Court Meeting;



1.2 the resolution(s) in connection with or required to approve and
implement the Scheme being duly passed by the requisite majority at the
Benchmark EGM, or at any adjournment of the Benchmark EGM;



1.3 the sanction (with or without modifications, on terms reasonably
acceptable to GE PCI) of the Scheme insofar as it applies to the Shares and
confirmation of the reduction of capital involved therein by the Court and an
office copy of the Final Court Order being delivered for registration to the
Registrar of Companies and being registered by him;



1.4  (a) all necessary notifications, filings or applications arising
as a result of, or in connection with, the Acquisition having been made and all
statutory or regulatory obligations in any jurisdiction having been complied
with in connection with the Acquisition; and



(b) all authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals (collectively 'Consents'):



(i) deemed necessary by GE PCI or any other member of the Wider GE Group (as
defined in clause 3 below) for or in respect of the Acquisition; or



(ii) necessary to carry on the business of any member of the Wider Benchmark
Group (as defined in clause 3 below) in all material respects,
(other than Consents in relation to any member of the Wider Benchmark Group or
its business the absence of which has been fairly disclosed to GE PCI by or on
behalf of Benchmark prior to 6 April 2004) having been obtained in terms and in
a form satisfactory to GE PCI from all appropriate Third Parties or persons with
whom any member of the Wider Benchmark Group has entered into contractual
arrangements and remaining in full force and effect and all filings necessary
for such purpose having been made and there being no notice or intimation of any
intention to revoke, suspend, restrict, modify or not to renew any of the same
at the time at which the Acquisition becomes otherwise unconditional;



1.5  save as fairly disclosed to GE PCI by or on behalf of Benchmark
prior to 6 April 2004, there being no provision of any agreement, arrangement,
licence, permit, lease or other instrument to which any member of the Wider
Benchmark Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, or any circumstance which, in each
case as a consequence of the Acquisition or of a change in the control or
management of the Wider Benchmark Group or any member thereof or otherwise,
would or might reasonably be expected to result in, in any case, to an extent
which is material in the context of the Wider Benchmark Group taken as a whole:



(a)     any moneys borrowed by or any other indebtedness (actual or contingent)
of, or grant available to any such member, being or becoming repayable or
capable of being declared repayable immediately or earlier than their or its
stated maturity date or repayment date or the ability of any such member to
borrow moneys or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;



(b)     any such agreement, arrangement, licence, permit, lease or instrument,
or the interests or business of any such member in or with, any person, firm or
body (or any agreement or arrangements relating to any such interest or
business) or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or modified or affected or any onerous
obligation or liability arising or any adverse action being taken or arising
thereunder;



(c)     any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any such member, in each case, other than in the ordinary course of
business;



(d)     the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
such member;



(e)     the value of any such member or its financial or trading position being
prejudiced or adversely affected;



(f)      any such member ceasing to be able to carry on business under any name
under which it presently does so; or



(g)     the creation of any liability, actual or contingent, by any such member,



and, save as fairly disclosed to GE PCI by or on behalf of Benchmark prior to 6
April 2004, no event having occurred which, under any provision of any
agreement, arrangement, licence, permit, lease or other instrument to which any
member of the Wider Benchmark Group is a party or by or to which any such member
or any of its assets may be bound, entitled or subject, could result in any of
the events or circumstances as are referred to in sub-paragraphs (a) to (g)
inclusive of this Condition 1.5;



1.6  save as fairly disclosed to GE PCI by or on behalf of Benchmark
prior to 6 April 2004, no Third Party having decided to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference, or having required any action to be taken or otherwise having done
anything or having enacted, made or proposed any statute, regulation, decision
or order and there not continuing to be outstanding any statute, regulation,
decision or order which would or might reasonably be expected, in any case, to
an extent which is material in the context of the Wider GE Group or the Wider
Benchmark Group (as the case may be) taken as a whole:



(a)     to require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture by any member of the Wider GE Group or
any member of the Wider Benchmark Group of all or any portion of their
respective businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses (or any of them)
or to own any of their respective assets or properties or any part thereof;



(b)     to require, prevent or delay the divestiture by any member of the Wider
GE Group of any shares or other securities (or the equivalent) in Benchmark;



(c)     to impose any limitation on, or result in a delay in, the ability of any
member of the Wider GE Group or of the Wider Benchmark Group, directly or
indirectly, to acquire or to hold or to exercise effectively any rights of
ownership in respect of shares or loans or securities convertible into shares or
any other securities (or the equivalent) in any member of the Wider Benchmark
Group or the Wider GE Group or to exercise management control over any such
member;



(d)     to otherwise adversely affect the business, assets or profits of any
member of the Wider GE Group or of any member of the Wider Benchmark Group;



(e)     to make the Acquisition, its implementation or control of Benchmark or
any other member of the Wider Benchmark Group void, illegal, and/or
unenforceable in or under the laws of any relevant jurisdiction, or otherwise
directly or indirectly restrain, restrict, prohibit, delay or otherwise
interfere with the implementation of, or impose additional conditions or
obligations with respect to, or otherwise challenge or interfere with or require
amendment of, the Acquisition or the acquisition by GE PCI of any shares or
other securities (or the equivalent) of Benchmark;



(f)      to require any member of the Wider GE Group or the Wider Benchmark
Group to offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the Wider Benchmark Group (other than Benchmark) or
the Wider GE Group owned by any third party;



(g)     to impose any limitation on the ability of any member of the Wider
Benchmark Group or the Wider GE Group to integrate or co-ordinate its business,
or any part of it, with all or any part of the businesses of any other member of
the Wider Benchmark Group and/or the Wider GE Group; or



(h)     to result in any member of the Wider Benchmark Group ceasing to be able
to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the Acquisition
or the acquisition or proposed acquisition of any shares or other securities (or
the equivalent) having expired, lapsed or been terminated;



1.7  except as disclosed in the Benchmark Annual Report and Accounts
or the Benchmark Interim Report or as otherwise publicly announced by or on
behalf of Benchmark (by the delivery of an announcement to a Regulatory
Information Service as specified in the Listing Rules) prior to 6 April 2004 or
as otherwise fairly disclosed to GE PCI by or on behalf of Benchmark prior to 6
April 2004, no member of the Wider Benchmark Group having, since 30 June 2003:



(a)     (save for issues of shares as between Benchmark and wholly-owned
subsidiaries of Benchmark or pursuant to the exercise of options granted prior
to 6 April 2004 under any Share Scheme or pursuant to the conversion of any CULS
issued prior to 6 April 2004 and save to the extent the same is not material in
the context of the Acquisition) issued or agreed to issue, authorised or
proposed the issue of additional shares of any class;



(b)     save as between Benchmark and wholly-owned subsidiaries of Benchmark,
issued or agreed to issue, authorised or proposed the issue of securities
convertible into shares of any class or rights, warrants or options to subscribe
for, or acquire, any such shares or convertible securities save to the extent
the same is not material in the context of the Acquisition;



(c)     (other than to another member of the Benchmark Group) recommended,
declared, paid or made or proposed to recommend, declare, pay or make any bonus
issue, dividend or other distribution whether payable in cash or otherwise
(other than (i) payment of the interim dividend of 1.95 pence per Share payable
on 14 April 2004; and (ii) the interest payable on the CULS on 30 April 2004 of
2.875 pence per £1 nominal value of CULS);



(d)     save for intra-Benchmark Group transactions, merged with or demerged
from any body corporate or acquired or disposed of or transferred, mortgaged or
charged or created any security interest over or leased or licensed any assets
or any right, title or interest in any asset (including shares and trade
investments) or authorised or proposed or announced any intention to propose any
merger, demerger, acquisition or disposal, transfer, mortgage, charge, security
interest, lease or licence, in each case save in the ordinary course of business
or to the extent the same is not material in the context of the Wider Benchmark
Group taken as a whole;



(e)     save for intra-Benchmark Group transactions, made or authorised or
proposed or announced an intention to propose any change in its loan capital
save to the extent the same is not material in the context of the Wider
Benchmark Group taken as a whole;



(f)      save for intra-Benchmark Group transactions, issued, authorised or
proposed the issue of any debentures or incurred or increased any indebtedness
or become subject to any guarantee save to the extent the same is not material
in the context of the Benchmark Group taken as a whole;



(g)     purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or, save in
respect to the matters mentioned in sub-paragraph (a) above, made any other
change to any part of its share capital save to the extent the same is not
material in the context of the Wider Benchmark Group taken as a whole;



(h)     implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business,
save to the extent the same is not material in the context of the Wider
Benchmark Group taken as a whole;



(i)      save in respect of normal annual salary increases in accordance with
past remuneration policies, entered into or changed or made any offer (which
remains open for acceptance) to enter into or change the terms of any contract
with any director or senior executive;



(j)      declared or paid any bonus to any Benchmark Director or any other
employee or officer of any member of the Wider Benchmark Group, whether payable
in cash or otherwise, other than the bonuses fairly disclosed to GE PCI in
writing prior to 6 April 2004;



(k)     entered into or changed or authorised, proposed or announced its
intention to enter into or change any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a
long-term, onerous or unusual nature or magnitude or which is or would
reasonably be expected to be restrictive on the businesses of any member of the
Wider Benchmark Group or the Wider GE Group or which involves or could involve
an obligation of such a nature or magnitude or which is other than in the
ordinary course of business and which, in any case, has a material adverse
effect on the Wider Benchmark Group or the Wider GE Group (as the case may be)
taken as a whole;



(l)      (other than in respect of a member which is dormant and was solvent at
the relevant time) taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such person
appointed save to the extent the same is not material in the context of the
Wider Benchmark Group taken as a whole;



(m) been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business save to the extent the same is not material in
the context of the Wider Benchmark Group taken as a whole;



(n)     waived, settled or compromised any claim otherwise than in the ordinary
course of business save to the extent the same is not material in the context of
the Wider Benchmark Group taken as a whole;



(o)     made any alteration to its memorandum or articles of association or
other incorporation documents or, except for any change required by reason of a
concurrent change in applicable law, regulation or generally accepted accounting
practice, to any method of accounting or accounting practice used by it on 6
April 2004 and which, in any case, is materially adverse in the context of the
Wider Benchmark Group taken as a whole;



(p)     amended the terms (including terms relating to acceleration of vesting)
of any of the Share Schemes in a manner which is materially adverse in the
context of the Wider Benchmark Group taken as whole;



(q)     entered into or varied any contract, commitment, arrangement or
agreement which is material in the context of the Wider Benchmark Group
otherwise than in the ordinary course of business, or passed any resolution or
made any offer (which remains open for acceptance) with respect to or announced
any intention to, or proposed to, effect any of the transactions, matters or
events referred to in this Condition;



and, for the purposes of sub-paragraphs (c), (d), (e) and (f) of this Condition
1.7 only, the term 'Benchmark Group' shall mean Benchmark and its wholly-owned
subsidiaries;



1.8  since 30 June 2003, and save as disclosed in the Benchmark Annual
Report and Accounts or the Benchmark Interim Report or as otherwise publicly
announced by or on behalf of Benchmark (by the delivery of an announcement to a
Regulatory Information Service as specified in the Listing Rules) prior to 6
April 2004 or as otherwise fairly disclosed to GE PCI by or on behalf of
Benchmark prior to 6 April 2004:



(a)     no material adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits of the Wider
Benchmark Group taken as a whole;



(b)     no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Benchmark Group is or may become a
party (whether as a plaintiff, defendant or otherwise) and no enquiry or
investigation by, or complaint or reference to, any Third Party against or in
respect of any member of the Wider Benchmark Group having been instituted
announced or threatened by or against or remaining outstanding in respect of any
member of the Wider Benchmark Group which in any such case might be expected to
adversely affect any member of the Wider Benchmark Group to an extent which, in
any case, is material in the context of the Wider Benchmark Group taken as a
whole;



(c)     no contingent or other liability of any member of the Wider Benchmark
Group having arisen or become apparent to GE PCI which would be reasonably
likely to adversely affect any member of the Wider Benchmark Group to an extent
which, in any case, is material in the context of the Wider Benchmark Group
taken as a whole; and



(d)     no steps having been taken which are reasonably likely to result in the
withdrawal, cancellation, termination or modification of any licence held by any
member of the Wider Benchmark Group which is necessary for the proper carrying
on of its business to an extent which, in any case, is material in the context
of the Wider Benchmark Group taken as a whole;



1.9  GE not having discovered at any time after 5 April 2004:



(a)     that any financial, business or other information concerning the Wider
Benchmark Group publicly disclosed by Benchmark or disclosed to GE PCI at any
time by or on behalf of any member of the Wider Benchmark Group is misleading,
contains a misrepresentation of fact or omits to state a fact necessary to make
that information not misleading to an extent which, in any case, is material in
the context of the Wider Benchmark Group taken as a whole;



(b)     that any member of the Wider Benchmark Group is subject to any liability
(contingent or otherwise), save to the extent the same is not material in the
context of the Wider Benchmark Group taken as a whole, which is not (i)
disclosed in the Benchmark Annual Report and Accounts or the Benchmark Interim
Report or (ii) which is not disclosed in any public announcement made by or on
behalf of Benchmark to a Regulatory Information Service as specified in the
Listing Rules prior to 6 April 2004 or (iii) which has not been fairly disclosed
to GE PCI by or on behalf of Benchmark prior to 6 April 2004; or



(c)     any information which adversely affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Benchmark Group
to an extent which is material in the context of the Acquisition;



1.10 GE not having discovered at any time after 5 April 2004 that:



(a)     any past or present member of the Wider Benchmark Group has failed to
comply with any applicable legislation or regulation, of any jurisdiction with
regard to the use, treatment, handling, storage, transport, disposal, spillage,
release, discharge, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health or animal health
or otherwise relating to environmental matters or the health and safety of any
person, or that there has otherwise been any such use, treatment, handling,
storage, transport, disposal, spillage, release, discharge, leak or emission
(whether or not the same constituted a non-compliance by any person with any
such legislation or regulations, and wherever the same may have taken place)
which, in any case, would be reasonably likely to give rise to any liability
(actual or contingent) or cost on the part of any member of the Wider Benchmark
Group in any case to an extent which is material and adverse in the context of
the Wider Benchmark Group taken as a whole;



(b)     there is, or is reasonably likely to be, for that or any other reason
whatsoever, any liability (actual or contingent) of any past or present member
of the Wider Benchmark Group which is material in the context of the Wider
Benchmark Group taken as a whole to make good, repair, reinstate or clean up any
property or any controlled waters now or previously owned, occupied, operated or
made use of or controlled by any such past or present member of the Wider
Benchmark Group, under any environmental legislation, regulation, notice,
circular or order of any government, governmental, quasi-governmental, state or
local government, supranational, statutory or other regulatory body, agency,
court, association or any other person or body in any jurisdiction; or



(c)     there is, or is reasonably likely to be, any person or class of persons
proposing to bring a claim which is material in the context of the Wider
Benchmark Group taken as a whole against any past or present member of the Wider
Benchmark Group in respect of, or there is, or is reasonably likely to be, any
liability (actual or contingent) of any past or present member of the Wider
Benchmark Group which is material in the context of the Wider Benchmark Group
taken as a whole as a result of or relating to, any material, chemical, product
or process now or previously held, used, sold, manufactured, carried out, under
development or research.



2.   Subject to clause 4, the Acquisition and the Scheme insofar
as they apply to the CULS are subject to the following conditions:



2.1     approval of the Scheme by a majority in number of CULS Holders,
representing 75 per cent. or more in value present and voting, either in person
or by proxy, at the CULS Court Meeting, or at any adjournment of the CULS Court
Meeting;



2.2    the sanction (with or without modifications, on terms reasonably
acceptable to GE PCI) of the Scheme insofar as it applies to the CULS and an
office copy of the Final Court Order being delivered for registration to the
Registrar of Companies and being registered by him; and



2.3     satisfaction or waiver of each of Conditions in clauses 1.1 to 1.10
(inclusive).



3.   If the approval referred to in clause 2.1 is not obtained at
the CULS Court Meeting or at any adjournment of the CULS Court Meeting:



3.1   the Scheme shall not proceed in relation to the CULS but this shall be
without prejudice to the application of the Scheme to the Shares; and



3.2   subject to clause 4, the Acquisition and the Scheme insofar as they apply
to the Shares shall be subject to the following additional conditions:



(i) written consent having been obtained from the CULS Trustee on terms
reasonably acceptable to GE PCI to the reduction of capital involved in the
Scheme; and



(ii) written consent having been obtained from the CULS Trustee on terms
reasonably acceptable to GE PCI to the inclusion of an article in the articles
of association of the Company the effect of which is to provide for the
immediate acquisition by GE PCI of Shares issued pursuant to any Share Scheme
after the effective date of the Scheme.



For the purposes of the Conditions, the 'Wider Benchmark Group' means Benchmark
and its subsidiary undertakings, associated undertakings and any other
undertaking in which Benchmark and/or such undertakings (aggregating their
interests) have a significant interest and the 'Wider GE Group' means GE and its
subsidiary undertakings, associated undertakings and any other undertaking in
which GE and/or such undertakings (aggregating their interests) have a
significant interest, and for these purposes 'subsidiary undertaking',
'associated undertaking' and 'undertaking' have the meanings given by the
Companies Act, other than paragraph 20(1)(b) of Schedule 4A of the Companies Act
which shall be excluded for this purpose, and 'significant interest' means a
direct or indirect interest in 20 per cent, or more of the equity share capital
(as defined in the Companies Act) of any undertaking.  For the purposes of the
Conditions, a matter shall be regarded as having been disclosed or fairly
disclosed (as the case may be) to GE PCI if it has been, respectively, disclosed
or fairly disclosed to any member of the GE Group in connection with the
Acquisition or its professional advisers instructed in connection with the
Acquisition and the knowledge of GE PCI for the purpose of clauses 1.9 and 1.10
shall be deemed to include knowledge of any other member of the GE Group or
their professional advisers instructed in connection with the Acquisition.



4.   GE PCI reserves the right (but shall be under no
obligation) to waive, in whole or in part, all or any of the above Conditions,
except:



(a)            the Conditions in clauses 1.1, 1.2 and 1.3; and



(b)            the Conditions in clauses 2.1 and 2.2.



GE PCI shall be under no obligation to waive or treat as fulfilled any of the
Conditions in clauses 1.4 to 1.10  inclusive by a date earlier than the date
specified or referred to above for the fulfillment thereof notwithstanding that
the other Conditions may at any date earlier than such date have been fulfilled
and that there are at such earlier date no circumstances indicating that any of
such Conditions may not be capable of fulfillment.



5.   If GE PCI is required by the Panel to make an offer for the
Shares under the provisions of Rule 9 of the City Code, GE PCI may make such
alterations to the terms and conditions of the Acquisition as are necessary to
comply with the provisions of that Rule.



APPENDIX II



Implementation Agreement



The following is an overview of the material terms of the Implementation
Agreement:



1.   The Company, and GE Capital and GE PCI have given each other certain
undertakings regarding the implementation of the Scheme and have agreed to
co-operate with each other towards satisfaction of the Conditions. In
particular, GE PCI has agreed to waive certain Conditions (other than those in
relation to the requisite majorities for the Court Meetings and the Benchmark
EGM) in order to enable the Scheme to proceed, unless the circumstances are of
such significance to GE PCI in the context of the Acquisition that the Panel
permits the Scheme to be withdrawn.



2.   The Company has agreed that it shall not (and it shall procure that
no member of the Benchmark Group shall) prior to the Scheme becoming effective
or being withdrawn, except with the prior written consent of GE PCI (such
consent not to be unreasonably withheld or delayed): (i) conduct its business
other than in the ordinary course; (ii) save as pursuant to any pre-existing
legally binding agreement, acquire, transfer or dispose of any asset or right to
any asset where the transaction or series of transactions would involve the
payment of consideration in excess of £50,000; (iii) save for transactions
involving the Company and its subsidiaries only, issue any debentures or incur
any net indebtedness or contingent liability exceeding £100,000 (when aggregated
with existing net indebtedness other than indebtedness incurred in the ordinary
course of business); (iv) other than in respect of any wholly-owned subsidiaries
of the Company, declare or pay any dividend other than the interim dividend of
1.95 pence per Share declared on 1 March 2004; (v) make certain changes to its
share capital; (vi) intentionally take any step which is reasonably likely to
have the effect of delaying or preventing satisfaction of certain Conditions or
intentionally omit to take any step which is required to implement the Scheme,
where such failure would have a material adverse effect on the Benchmark Group
(taken as a whole) or the Acquisition; (vii) take any action which would require
the approval of the Company's shareholders under Rule 21 of the Code or under
the Listing Rules; (viii) issue or grant any securities, including in relation
to any Share Scheme (except under prescribed circumstances); (ix) terminate the
employment of any employee or officer of the Company; and (x) enter into or vary
any contract or commitment relating to any joint venture.



3.   GE Capital has agreed to procure compliance by GE PCI of its
obligations under the Implementation Agreement.



4.   The Company has also agreed not to (and has agreed to procure that
other members of the Benchmark Group do not) enter into or vary any material
contract or commitment without consulting with GE PCI regarding its intention to
do so.



5.   Subject to certain exceptions, the Implementation Agreement may be
terminated: (i) by GE PCI if the Panel permits the Scheme to be withdrawn; (ii)
if a competing offer becomes or is declared wholly unconditional; (iii) if the
Scheme is not approved by the requisite majority of the Shareholders at the
Shareholders Court Meeting or the resolution(s) is/are not passed by the
requisite majority at the Benchmark EGM; or (iv) if the Scheme is not sanctioned
by the Court.



6.   If the Scheme becomes effective in respect of the Shares but not the
CULS, GE PCI has agreed that it will make a takeover offer under the Code in
respect of all the CULS then in issue on agreed terms, the acceptance threshold
for such offer being that acceptances must be received in respect of over 50 per
cent. of the CULS.



APPENDIX III





Sources of information and bases of calculation





In this Announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources of certain information and calculations have
been used:



1.       Financial information



The financial information relating to Benchmark has been extracted from its
unaudited Interim Report for the six months ended 31 December 2003 and audited
Annual Report and Accounts for the year ended 30 June 2003, both of which are
prepared in accordance with UK GAAP.



2.       Price of Shares and CULS



The price of Shares and CULS on any particular date is, unless otherwise stated,
the official closing price on the London Stock Exchange at close of business on
such date, derived from Bloomberg.



3.       Issued share capital of Benchmark and number of outstanding CULS



On 5 April 2004 (the latest practicable trading day prior to this Announcement),
Benchmark had 97,548,901 Shares in issue.



On 5 April 2004, there were 49,987,541 CULS outstanding.



4.       Existing issued and diluted share capital of Benchmark as at 31
December 2003



Since 31 December 2003, 90,713 new Shares have been issued by Benchmark
following the exercise of share options by former employees of the Company.  As
at 31 December 2003, there were 97,458,188 Shares in issue.  As at 31 December
2003, neither the conversion of the CULS nor the exercise of outstanding share
options would have resulted in a dilution of the net asset value per Share of
Benchmark.  The net asset value per Share calculated below is based on the
issued share capital of Benchmark as at 31 December 2003.  As at 5 April 2004,
there were 3,334,875 options over new Shares outstanding under the Share
Schemes.



5.       Adjusted Triple Net Asset Value per Share



The table below sets out the calculation, for illustrative purposes only, of the
unaudited estimate of the adjusted triple net asset value per Share as at 31
December 2003.



The adjusted triple net asset value has been calculated to assist Shareholders
in their financial evaluation of the Share Offer since it enables a comparison
to be made between the Share Offer terms and the terms of previous offers for
other property companies.



Actual realisable values may differ from those stated due to factors including
market fluctuations.  Even if the realisable values were identical to those
stated, the adjusted triple net asset value is not an estimate of the value of
Benchmark on a liquidation, as this would take into account other matters such
as penalties on the prepayment of indebtedness and expenses relating to the
disposal of assets.






                                                                        Note        £ million    Pence Per
                                                                                                    Share
Unaudited consolidated net assets attributable to
ordinary shares (Equity shareholders' funds)
as at 31 December 2003                                                                 268.8        275.8
Add: FRS 19 deferred tax liability in respect of
capital allowances                                                                       5.1          5.3
Unaudited consolidated adjusted net assets attributable
to ordinary shares as at 31 December 2003                                              273.9        281.1
Unprovided deferred taxation on unrealised investment                    (a)
property revaluation surpluses                                                             -            -
FRS 13 adjustment to restate financial assets and                        (b)
liabilities to market value (net of taxation)                                           (2.7)        (2.7)
Adjusted Triple Net Asset Value attributable to
ordinary shares as at 31 December 2003                                                 271.2        278.4



Notes



(a)  At 31 December 2003, there would have been no net unprovided deferred
taxation on unrealised investment property revaluation surpluses if the assets
were to be realised based on the values as stated in the Interim Report (as
reported in note 11 to the unaudited Benchmark Interim Report).  The actual tax
payable would depend on, amongst other things, the timing and method of
disposals, the actual proceeds received and the applicable tax legislation at
that time.



(b)  At 31 December 2003, the adjustment required by FRS 13 in order to mark
Benchmark's financial instruments to market was £3.8 million, or £2.7 million
net of tax. The adjustment has been shown on a post tax basis as the loss
arising on redemption of the financial instruments at above nominal values could
be offset against taxable profits.  The FRS 13 adjustment as at 31 December 2003
has been calculated based on Benchmark recognising its entire liability in
respect of financial instruments hedging Benchmark Group debt and its share of
the mark-to-market value of the financial instruments of its 50.1 per cent.
economic interest in 121 KHS Limited which it holds pursuant to a joint venture
with Eurohypo A.G. and its interest in BJER but excluding the mark-to-market
valuation of the CULS.



6.         Basis of valuation of investment properties



DTZ Debenham Tie Leung valued the Benchmark Group's investment properties as at
31 December 2003 (including those held in joint ventures with JER Partners) and
CB Richard Ellis valued the properties in WELPUT as at 31 December 2003. All
properties were valued on the basis of market value.



APPENDIX IV

Definitions

The following definitions apply throughout this Announcement unless the context
otherwise requires:
'Acquisition'                      means the proposed acquisition by GE PCI of
                                   Benchmark, by means of the Scheme;
'BJER'                             means the Benchmark JER 1 Limited Partnership and
                                   the Benchmark JER 2 Limited Partnership;
'Board'                            means the board of directors of Benchmark;
'Benchmark' or                     means Benchmark Group PLC;
'the Company'
'Benchmark Annual                  means the audited annual consolidated financial
Report and Accounts'               statements of the Benchmark Group for the
                                   financial year ended 30 June 2003;
'Benchmark Directors'              means the directors of Benchmark;
'Benchmark EGM'                    means the extraordinary general meeting of Shareholders
                                   to be held to consider and, if thought fit, to pass
                                   certain resolution(s) in connection with the Acquisition
                                   and the Scheme, or any adjournment thereof;
'Benchmark Group'                  means Benchmark and its subsidiary undertakings;
'Benchmark                         means the unaudited consolidated financial statements
Interim Report'                    of the Benchmark Group for the six months
                                   ended 31 December 2003;
'Benchmark Securities'             means the Shares and the CULS;
'business day'                     means a day (excluding Saturdays, Sundays and
                                   public holidays in the United Kingdom) on which
                                   banks are generally open for business in London;
'City Code'                        means The City Code on Takeovers and Mergers of
                                   the United Kingdom;
'Companies Act'                    means the Companies Act 1985;
'Conditions'                       means the conditions to the Scheme and the
                                   Acquisition set out in clauses 1, 2 and
                                   (if applicable) 3 in Appendix I;
'Consents'                         has the meaning given to it in clause 1.4 in Appendix I;
'Court'                            means the High Court of Justice in England and Wales;
'Court Meetings'                   means the Shareholders Court Meeting and the
                                   CULS Court Meeting;
'CULS'                             means the 5.75% convertible unsecured loan stock
                                   2013 constituted by a trust deed between
                                   Benchmark and Prudential Trustee Company Limited
                                   dated 6 July 1998 as supplemented by a First-
                                   Supplemental Trust Deed dated 12 November 2001;
'CULS Court Meeting'               means the meeting of CULS Holders to be convened by
                                   order of the Court under section 425 of the
                                   Companies Act or any adjournment thereof;
'CULS Holders'                     means the registered holders of the CULS;
'CULS Offer'                       means the offer to be made by GE PCI by way of
                                   the Scheme in respect of all the outstanding CULS;
'CULS Trustee'                     means Prudential Trustee Company Limited, in its
                                   capacity as trustee for the CULS Holders;
'$'                                mean the lawful currency of the United States of America;
'Effective Date'                   means the date on which the Scheme becomes effective;
'Final Court Hearing'              means the hearing at which the Court's confirmation
                                   of the reduction of capital provided for by the Scheme
                                   will be sought under section 137 of the Companies Act;
'Final Court Order'                means the order of the Court sanctioning the Scheme
                                   and confirming the reduction of capital involved therein;
'Final Hearing Date'               means the date on which the Final Court Order is made;
'GE'                               means General Electric Company;
'GE Capital'                       means General Electric Capital Corporation;
'GE Group'                         means General Electric Company and its
                                   subsidiary undertakings;
'GE PCI'                           means GE Capital Corporation (Property
                                   Company Investments) Limited;
'Implementation                    means the agreement, between GE Capital,
Agreement'                         GE PCI and Benchmark, regarding the implementation
                                   of the Scheme and the conduct of the business
                                   of Benchmark in the period up to the Effective Date
                                   or, if applicable, the date the agreement is terminated;
'Independent Directors'            means the Benchmark Directors other than Nigel Kempner;
'Listing Rules'                    means the rules and regulations made by
                                   The Financial Services Authority in its capacity
                                   as the UK Listing Authority under the Financial
                                   Services and Markets Act 2000;
'London Stock Exchange'            means the London Stock Exchange plc;
'Official List'                    means the Official List of the UK Listing Authority;
'Panel'                            means The Panel on Takeovers and Mergers
                                   of the United Kingdom;
'Registrar of Companies'           means the Registrar of Companies in England and Wales;
'Scheme'                           means the proposed scheme of arrangement under
                                   section 425 of the Companies Act to effect the
                                   Acquisition between Benchmark and the Shareholders
                                   and CULS Holders;
'Scheme Document'                  means the document containing details of the Scheme
                                   to be sent to all Shareholders and CULS Holders
                                   convening the Court Meetings and containing the
                                   notice of the Benchmark EGM;
'Scheme Record Time'               means the record time for the Scheme, which is expected
                                   to be the close of business on the last business day
                                   preceding the date on which the Final Court Order
                                   is made or (if later) is expressed to take effect;
'Shares'                           means the ordinary shares of 62.5 pence each in the
                                   capital of Benchmark;
'Shareholders'                     means the registered holders of Shares;
'Shareholders Court                means the meeting of Shareholders to be convened by
Meeting'                           order of the Court under section 425 of the Companies
                                   Act or any adjournment thereof;
'Share Offer'                      means the offer to be made by GE PCI by way of the
                                   Scheme in respect of all the issued and to be issued Shares;
'Share Schemes'                    means (a) the Benchmark Group PLC 1996
                                   Approved Executive Share Option Scheme; (b) the
                                   Benchmark Group PLC 1996 Unapproved Executive
                                   Share Option Scheme; (c) the Benchmark Group PLC
                                   2001 Approved Executive Share Option Plan;
                                   (d) the Benchmark Group PLC 2001 Unapproved
                                   Executive Share Option Plan; (e) the Benchmark Group
                                   PLC 1996 Option Scheme; (f) the Benchmark Group
                                   PLC Bonus Bank Share Plan; and (g) the
                                   Benchmark Group PLC Co-investment Plan;
'£', 'pence' and 'p'               mean the lawful currency of the United Kingdom;
'subsidiary' and
'subsidiary undertaking'           have the meanings ascribed thereto under the Companies Act;
'Third Party'                      means any government, government department
                                   or governmental, quasi-governmental, supranational,
                                   statutory, regulatory, environmental or investigative
                                   body, court, stock exchange, trade agency,
                                   association, institution or any other body or person
                                   whatsoever in any jurisdiction;
'trading day'                      means a day on which trading takes place on the
                                   London Stock Exchange;
'UK' or 'United Kingdom'           means the United Kingdom of Great Britain and
                                   Northern Ireland;
'UK Listing Authority'             means The Financial Services Authority in its capacity
                                   as the competent authority under the Financial Services
                                   and Markets Act 2000;
'WELPUT'                           means The West End of London Property Unit Trust;
'Wider Benchmark Group'            has the meaning given to it in Appendix I; and
'Wider GE Group'                   has the meaning given to it in Appendix I.

All references to legislation in this document are to English legislation unless
the contrary is indicated. Any reference to any provision of any legislation
shall include any amendment, modification, re-enactment or extension thereof.






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