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Friday 17 November, 2000

Benson Shoe Ltd

Offer Update

Benson Shoe Ltd
17 November 2000

EMBARGOED UNTIL 7 a.m. on Friday 17 November 2000



17 November 2000 UK: Offer by Benson Shoe Limited for The Oliver Group plc -
Offer update

Benson Shoe Limited 17 November 2000

Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan

Benson Shoe Limited - Recommended cash offer for The Oliver Group plc (the
'Offer') unconditional in all respects

The Board of Benson Shoe Limited ('Benson Shoe') is pleased to announce that
all conditions of its Offer for Oliver plc ('Oliver') have now either been
satisfied or waived. Accordingly, the Offer is now unconditional in all
respects.

As at 3.00 p.m. on Thursday, 16 November 2000, the first closing date of the
Offer, valid acceptances of the Offer have been received in respect of a total
of 45,028,156 Oliver Shares, representing approximately 89.05 per cent. of
Oliver's issued share capital. Together with the 600,000 Oliver Shares
purchased by Benson Shoe after the posting of the Offer Document detailed
below, Benson Shoe owned, or had received valid acceptances in respect of,
45,628,156 Oliver Shares, representing approximately 90.24 per cent. of
Oliver's issued share capital and approximately 90.28 per cent. of the Oliver
Shares to which the Offer relates.

In addition, prior to the announcement by Oliver on 4 October 2000 that it was
in discussions which may or may not have led to an offer, Benson Shoe held
25,000 Oliver Shares, representing approximately 0.05 per cent. of Oliver's
existing issued share capital. Therefore, in total, Benson Shoe either owns, or
has received valid acceptances in respect of, 45,653,156 Oliver Shares,
representing approximately 90.29 per cent. of Oliver's issued share capital.

Save as disclosed above, neither Benson Shoe nor any person acting in concert
with Benson Shoe held any Oliver Shares (or rights over such shares) prior to 4
October 2000.

On 3 November 2000, Benson Shoe acquired 600,000 Oliver Shares, representing
approximately 1.19 per cent. of Oliver's issued share capital at a price of 12
pence per share. Since that date, neither Benson Shoe nor any person acting in
concert with Benson Shoe has acquired or agreed to acquire any Oliver Shares
(or rights over such shares) other than pursuant to the Offer.

Immediately prior to the Offer, Benson Shoe received irrevocable undertakings
to accept the Offer in respect of a total of 30,665,013 Oliver Shares,
representing approximately 60.65 per cent. of the existing issued share capital
of Oliver, of which acceptances valid in all respects have been received in
respect of 30,315,013 Oliver Shares. These acceptances are included in the
total of valid acceptances received as at 3.00 p.m. on 16 November 2000.

The Offer will remain open for acceptance until further notice. Oliver
Shareholders who wish to accept the Offer, but have not already done so, should
return their completed Form(s) of Acceptance as soon as possible. Terms defined
in the Offer document dated 26 October 2000, have the same meaning in this
announcement unless the context otherwise requires.

Enquiries:

Benson Shoe 0116 265 4433
Michael Smith, Chairman

PricewaterhouseCoopers 0161 245 2000
Colin Gillespie/Richard Pulford

The directors of Benson Shoe accept responsibility for the information
contained in this announcement and, to the best of their knowledge and belief
(having taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.

PricewaterhouseCoopers, which is regulated by the Institute of Chartered
Accountants in England and Wales, is acting exclusively for Benson Shoe and no
one else in connection with the Offer and will not be responsible to anyone
other than Benson Shoe for providing the protections afforded to customers of
PricewaterhouseCoopers or for giving advice in relation to the Offer.

The Offer is not being made, directly or indirectly, in or into the United
States, Canada, Australia or Japan.



                                                                                
                             

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