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Friday 27 June, 2003

ING Bank N.V. London

Offer for Hamleys plc

ING Bank N.V. London Branch
27 June 2003

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

FOR IMMEDIATE RELEASE

27 June 2003



                                   Cash Offer

                                       by

                             ING Investment Banking

                                  on behalf of

                       Children's Stores Holdings Limited

                                      for

                                  Hamleys plc



SUMMARY

•         The Board of Children's Stores is pleased to announce the terms of a
cash offer of 230 pence per Hamleys Share, to be made by ING Investment Banking
on behalf of Children's Stores, for the entire issued and to be issued ordinary
share capital of Hamleys. A guaranteed Loan Note Alternative will be provided

•         The Offer values the Existing Issued Share Capital of Hamleys at
approximately £53.1 million.  The Offer Price of 230 pence per Hamleys Share
represents premia of approximately:

-    81.8 per cent. to the Closing Price of 126.5 pence on 14 March 2003, the 
     last Business Day prior to the announcement by Hamleys that the Executive 
     Directors were exploring a possible management buy-out of the Company;
-    1.8 per cent. to 226 pence, being the Soldier Increased Offer Price; and
-    10.3 per cent. to the Closing Price of 208.5 pence on 26 June 2003, the 
     last Business Day prior to the date of this announcement

•         As at the date of this announcement, Children's Stores and parties
acting in concert with it have either entered into conditional purchases or
received irrevocable undertakings to accept the Offer in respect of, in
aggregate, 4,946,979 Hamleys Shares, representing approximately 21.4 per cent.
of the Existing Issued Share Capital of Hamleys

•         The Offer is being funded by the cash resources being made available
to Children's Stores

•         Children's Stores is a newly-incorporated company which has been
specifically formed for the purpose of making the Offer, and is a wholly-owned
subsidiary of CSH One. Conditional upon the Offer becoming or being declared
unconditional in all respects, CSH One will also acquire Chelsea Stores.
Children's Stores, through CSH One, is ultimately controlled by funds managed by
Rhone Capital

•         Chelsea Stores is a privately-held UK speciality retailer that trades
under the name Daisy & Tom

•         Rhone Capital is an international private equity fund based in London,
Paris and New York


Commenting on the Offer, Tim Waterstone, Chairman of Children's Stores, said:

'We are delighted to announce Children's Stores' cash offer for Hamleys. We have
entered into either irrevocable undertakings or conditional purchases to accept
the Offer in respect of approximately 21.4 per cent. of Hamleys' existing issued
ordinary share capital.

Hamleys is a fantastic brand and we believe the acquisition of Hamleys by
Children's Stores will provide a number of synergies with the Daisy & Tom
business, assisting Hamleys to continue to grow and prosper.'

Enquiries:

Bell Pottinger Financial                                    Tel: 020 7861 3232
(PR adviser to Children's Stores)
Jonathon Brill
John Coles


ING Investment Banking                                      Tel: 020 7767 1000
(Financial adviser and broker to Children's Stores)
Fraser Marcus
Simon Newton



This summary should be read in conjunction with the full text of the following
announcement.

Appendix III contains definitions of certain expressions used in this
announcement.

ING Investment Banking, which is authorised in the United Kingdom by the
Financial Services Authority for investment business activities, is acting
exclusively for Children's Stores as financial adviser in relation to the Offer
and is not acting for any other person in relation to such offer. ING Investment
Banking will not be responsible to anyone other than Children's Stores for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.

The Offer will not be made, directly or indirectly, in or into the United States
or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex, telephone
or internet) of inter-state or foreign commerce of, or any facility of a
national, state or other securities exchange of, the United States, nor will it
be made directly or indirectly in or into Canada, Australia or Japan and it is
not currently intended that the Offer will be capable of acceptance by any such
use, means, instrumentality or facility or from within the United States,
Canada, Australia or Japan or any other such jurisdiction. Accordingly, copies
of this announcement, the Offer Document and the Form of Acceptance are not
being, will not be and must not be mailed or otherwise forwarded, distributed or
sent in, into or from the United States, Canada, Australia or Japan or any other
such jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction and persons receiving this press announcement, the Offer
Document or Form of Acceptance (including without limitation custodians,
nominees and trustees) must not mail, forward, distribute or send them in, into
or from the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction.

The Loan Notes which may be issued pursuant to the Offer have not been, nor will
they be, registered under the Securities Act or under the securities laws of any
state of the United States; the relevant clearances have not been, nor will they
be, obtained from the securities commission of any province or territory of
Canada; no prospectus has been or will be lodged with the Australian Securities
and Investments Commission or the Japanese Ministry of Finance. Accordingly, the
Loan Notes may not (unless an exemption under relevant securities laws is
applicable) be offered, sold, resold, or delivered, directly or indirectly, in,
into or from 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, such jurisdiction or to, or for the account
or benefit of, any United States, Canadian, Australian or Japanese person.

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

The availability of the Offer and/or the Loan Note Alternative to Hamleys
Shareholders who are not resident in the United Kingdom may be affected by the
laws of their relevant jurisdictions.  Hamleys Shareholders who are not so
resident should inform themselves about and observe such applicable
requirements.

The full terms and conditions of the Offer (including details of how the Offer
may be accepted) will be set out in the Offer Document and the Form of
Acceptance accompanying the Offer Document. In deciding whether or not to accept
the Offer in respect of their Hamleys Shares, Hamleys Shareholders should rely
only on the terms and conditions of the Offer and the information contained, and
procedures described, in the Offer Document and the Form of Acceptance.

Hamleys Shareholders are strongly advised to read the Offer Document because it
will contain important information.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.


FOR IMMEDIATE RELEASE

27 June 2003


                                   Cash Offer

                                       by

                             ING Investment Banking

                                   on behalf of

                       Children's Stores Holdings Limited

                                      for

                                  Hamleys plc



1.       Introduction

The Board of Children's Stores announces the terms of a cash offer of 230 pence
per Hamleys Share, to be made by ING Investment Banking on behalf of Children's
Stores, for the entire issued and to be issued ordinary share capital of
Hamleys. Children's Stores is a new company formed by Rhone Capital in order to
implement the Offer.

ING Investment Banking is acting as exclusive financial adviser to Children's
Stores in relation to the Offer.

2.       The Offer

On behalf of Children's Stores, ING Investment Banking will offer to acquire, on
the terms and subject to the conditions and further terms set out or referred to
in this announcement and in Appendix I to this announcement and as set out in
the Offer Document and the accompanying Form of Acceptance, the entire issued
and to be issued ordinary share capital of Hamleys not already owned by
Children's Stores, on the following basis:

                for each Hamleys Share             230 pence in cash

The Offer Price values the Existing Issued Share Capital of Hamleys at
approximately £53.1 million.  A guaranteed Loan Note Alternative will also be
provided.

The Offer Price of 230 pence per Hamleys Share represents premia of
approximately:

-    81.8 per cent. to the Closing Price of 126.5 pence on 14 March 2003, the 
     last Business Day prior to the announcement by Hamleys that the Executive 
     Directors were exploring a possible management buy-out of the Company;
-    1.8 per cent. to 226 pence, being the Soldier Increased Offer Price; and
-    10.3 per cent. to the Closing Price of 208.5 pence on 26 June 2003, the 
     last Business Day prior to the date of this announcement

The Hamleys Shares will be acquired pursuant to the Offer by, or on behalf of,
Children's Stores fully paid with full title guarantee, free from all liens,
equities, mortgages, charges, encumbrances, rights of pre-emption and other
third party rights and interests of any nature whatsoever and together with all
rights now or hereafter attaching to them, including all voting rights and the
right to receive and retain all dividends and other distributions announced,
declared, made or paid on or after the date of this announcement.  If the Offer
becomes or is declared unconditional in all respects, no final dividend for the
period ended 29 March 2003 will be paid to Hamleys Shareholders. Children's
Stores has been informed by the Independent Directors that, in the event that
the Offer lapses and Hamleys remains an independent company, the Board of
Hamleys intends to declare a first interim dividend for the current financial
year of 5.1 pence, in addition to the usual interim dividend.

3.       Conditional purchases, irrevocable undertakings and intentions to
accept

Children's Stores has entered into purchases which are conditional only on this
announcement being made in respect of, in aggregate, 3,130,955 Hamleys Shares,
representing approximately 13.6 per cent. of the Existing Issued Share Capital
of Hamleys. Such purchases will be made outside the terms of the Offer.

Children's Stores has received irrevocable undertakings to accept the Offer from
certain of Hamleys' institutional Shareholders in respect of, in aggregate,
1,816,024 Hamleys Shares, representing approximately 7.9 per cent. of the
Existing Issued Share Capital of Hamleys. These irrevocable undertakings will
cease to be binding in the event that a competing offer is made which exceeds
253 pence in cash per Hamleys Share.

Therefore as at the date of this announcement, Children's Stores and parties
acting in concert with it have either entered into conditional purchases or
received irrevocable undertakings to accept the Offer in respect of, in
aggregate, 4,946,979 Hamleys Shares, representing approximately 21.4 per cent.
of the Existing Issued Share Capital.

4.       Reasons for the Offer

Children's Stores believes that there is a compelling rationale for allying the
experience and financial capabilities of Hamleys with the commercial
capabilities of the Daisy & Tom team. A combination with Daisy & Tom would
create a leading retailer in the UK juvenile market, with the resources to allow
further rapid expansion of growth formats, and the ability to exploit the
prestigious and complementary Hamleys and Daisy & Tom brands.

Children's Stores also believes that it would be able to extract operating
synergies related to, among other things, toy procurement and marketing, and
would have sufficient scale to sell successfully own-branded products.

Offer discussions

On 17 March 2003, after press speculation regarding a possible offer for
Hamleys, the board of Hamleys publicly confirmed that it had granted John
Watkinson and Ian Parker authorisation to explore financing for a possible
management buy-out. After authorisation was given, a committee of Independent
Directors was formed comprising the non-executive directors, Jim Hodkinson and
John Napier, and Simon Burke (executive chairman), in order to consider any
offer proposals that might be made for Hamleys. The Independent Directors have
no financial interest in Children's Stores.

From 17 March 2003, the Independent Directors and their advisers were approached
by a number of third parties (both trade and financial buyers) who were
interested in making an offer for the Company. After extensive negotiations with
interested parties, it was decided that the Independent Directors should enter
into an inducement fee agreement with Soldier, which was a prerequisite of
Baugur proceeding with the finalisation of its due diligence investigations on
Hamleys and financing of the Soldier Offer. On 17 June 2003, Soldier announced a
recommended cash offer to acquire the entire issued and to be issued ordinary
share capital of Hamleys for 205 pence per Hamleys Share.  Earlier today Soldier
announced an increased recommended cash offer to acquire the entire issued and
to be issued ordinary share capital of Hamleys for 226 pence per Hamleys Share.

On 20 June 2003, Children's Stores announced that it was considering whether to
make a counter-proposal to the Soldier Offer.  In view of their continuing
belief in the rationale of the proposed transaction, Children's Stores has
decided to make an offer for the Company.

ING Investment Banking has satisfied itself that Children's Stores has
sufficient funding to complete the Offer.

5.       Information on Hamleys

Hamleys was founded by William Hamley in London in 1760 and, after a number of
years within a variety of retail groups, was acquired by a management buy-in
team in 1989. In May 1994, Hamleys was floated on the London Stock Exchange, in
May 1997 Hamleys acquired a chain of discount toyshops and in September 2002 it
acquired the English Teddy Bear Company.

Hamleys currently has three primary arms to its business. These are a flagship
store on Regent Street, London and four satellite stores under the Hamleys
brand; a chain of 30 retail stores and five overseas franchises producing
bespoke teddy bears made in store to customer specifications under the Bear
Factory brand; and four retail stores selling ready made traditional teddy bears
under the English Teddy Bear Company brand.

On 17 June 2003, Hamleys announced its preliminary results for the 52 week
period ended 29 March 2003. For this period, Hamleys reported turnover of £51.8
million (2002: £45.9 million) and a profit before tax and exceptional items of
£5.6 million (2002: £4.1 million). The profit before tax and exceptional items
of £5.6 million is stated after charging net interest of £0.7 million (2002:
£0.8 million). As at 29 March 2003, Hamleys had shareholders' funds of £8.1
million (2002: £1.6 million) and net debt of £8.1 million (2002: £10.4 million).

6.       Information on Children's Stores

Children's Stores is a newly-incorporated limited company registered in England
and Wales which has been specifically formed for the purpose of making the
Offer. Children's Stores is a wholly-owned subsidiary of CSH One. Conditional
upon the Offer becoming or being declared unconditional in all respects, CSH One
will acquire Chelsea Stores. Children's Stores, through CSH One, is ultimately
controlled by funds managed by Rhone Capital.

The current directors of Children's Stores are Tim Waterstone, Andrew Sweet and
Petter Johnsson.

7.       Information on Chelsea Stores

Chelsea Stores is a privately-held UK speciality retailer that trades under the
name Daisy & Tom. Daisy & Tom stores offer products aimed primarily at children
aged 0-8 and their parents. The stores offer families a range of products
targeted to this segment of the population, including toys, books, nursery
products and apparel. Daisy & Tom, which was launched in 1997, currently has
five stores in operation and is planning to open an additional three stores in
2003. Daisy & Tom has also been developing a catalogue business to take
advantage of the increasing reputation of the stores and a line of Daisy & Tom
children's books.

Preliminary unaudited figures for Chelsea Stores for the 52 week period ended 28
December 2002 show a turnover of approximately £9.8 million.

8.       Information on Rhone Capital

Rhone Capital is an international private equity fund based in London, Paris and
New York. Rhone Capital seeks to invest in cash flow positive, niche businesses
with an enterprise value of £60-300 million. Rhone Capital typically seeks to
invest approximately £25-60 million of equity over the course of each investment
(including subsequent add-on acquisitions). Rhone Capital is making this
investment from its second fund.

9.       The Loan Note Alternative

Hamleys Shareholders (other than certain Overseas Shareholders) who validly
accept the Offer may, as an alternative to receiving any or all of the cash
consideration which they would otherwise receive under the Offer, elect to
receive Loan Notes to be issued by Children's Stores on the following basis:

for every £1 of cash consideration under the Offer      £1 nominal of Loan Notes

The Loan Notes will be unsecured obligations of Children's Stores and will be
issued, credited as fully paid, in amounts and integral multiples of £1 in
nominal value. All fractional entitlements to Loan Notes will be disregarded and
not issued.  The payment of principal in respect of the Loan Notes will be
guaranteed by the Governor and Company of the Bank of Scotland.

The Loan Notes will bear interest (from the date of issue of the relevant Loan
Notes) payable to the relevant holder of Loan Notes (subject to any requirement
to deduct tax thereon) semi-annually in arrears at the end of the then relevant
interest period at the rate of one half of one per cent. below LIBOR as
determined on the first Business Day of each such interest period.  The first
interest payment will be made on 31 March 2004 in respect of the period from and
including the date of issue of the relevant Loan Notes up to (but excluding)
that date.

The Loan Notes will be redeemable at par (together with any accrued interest) in
whole or in part (being £1,000 in nominal value or an integral multiple thereof)
for cash at par value at the option of noteholders on any interest payment date.

ING Investment Banking has advised that, based on market conditions on 26 June
2003 (the last practicable date prior to this announcement), its estimate of the
value of the Loan Notes, if they had been in issue on that date, would have been
not less than 98 pence per £1 in nominal value of the Loan Notes.

The Loan Note Alternative will be conditional upon the Offer becoming or being
declared unconditional in all respects and valid elections having been received
by such time for at least £500,000 in nominal value of Loan Notes. A maximum of
£5 million in nominal value of Loan Notes will be available to be issued under
the Loan Note Alternative. To the extent that valid elections for the Loan Notes
may exceed the maximum available, such elections shall be scaled back.

The Loan Note Alternative will remain open for so long as the Offer remains open
for acceptance.  If the Offer becomes or is declared unconditional in all
respects but sufficient valid elections for the Loan Notes are not received, no
Loan Notes will be issued unless Children's Stores determines otherwise. If, as
a result of insufficient elections, the Loan Notes are not issued, such
elections shall be void and those Hamleys Shareholders who have elected to
receive Loan Notes will instead receive cash consideration under the basic terms
of the Offer.

Any Loan Notes outstanding on 31 March 2007 will be redeemed at par (together
with any accrued interest) on that date or, at the election of Children's
Stores, on any earlier interest payment date on which the aggregate nominal
value of the Loan Notes then remaining outstanding is less than £300,000.

The Loan Notes will not be listed on any stock exchange, nor is it intended that
any trading facility will exist for the Loan Notes.

The Loan Notes will be governed by English Law.

Further details of the Loan Notes will be contained in the Offer Document.

10.    Financing of the Offer

The Offer is being financed out of cash resources being made available to
Children's Stores pursuant to investments by certain shareholders of Chelsea
Stores and funds managed by Rhone Capital.

11.    Management and employees

The Board of Children's Stores, in the event of the Offer becoming or being
declared unconditional in all respects, intends to safeguard the proper
employment rights, including pension rights, of all employees of Hamleys.

12.    Hamleys Share Option Schemes

The Offer will extend to any Hamleys Shares unconditionally allotted or issued,
whilst the Offer remains open for acceptance (or such earlier date as Children's
Stores may, subject to the Code or with the consent of the Panel, determine), as
a result of the exercise of options or the release of conditional share awards
granted under the Hamleys Share Option Schemes.

Following the Offer becoming or being declared unconditional in all respects,
appropriate proposals will be made to participants in the Hamleys Share Option
Schemes to the extent that such options have not been exercised or lapsed.
Subject to the consent of the Panel, proposals will not be made where the
exercise prices of those options or conditional share awards are above the Offer
Price.

13.    Compulsory acquisition, de-listing and re-registration

If Children's Stores receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the Hamleys Shares to which the
Offer relates and assuming that all of the other conditions of the Offer have
been satisfied or waived (if capable of being waived), Children's Stores intends
to exercise its rights pursuant to the provisions of sections 428 to 430F
(inclusive) of the Companies Act to acquire compulsorily the remaining Hamleys
Shares on the same terms as the Offer.

Assuming the Offer becomes or is declared unconditional in all respects,
Children's Stores intends to procure the making of an application by Hamleys to
the UKLA for cancellation of the listing of Hamleys Shares on the Official List
of the UKLA and to the London Stock Exchange for cancellation of the admission
to trading of Hamleys Shares on its market for listed securities. It is
anticipated that cancellation of Hamleys' listing and admission to trading will
take effect no earlier than the later of (i) the expiry of any period during
which Hamleys Optionholders may elect to accept proposals made by Children's
Stores in respect of subsisting options and conditional share awards granted
under the Hamleys Share Option Schemes or (ii) the expiry of 20 business days
after the Offer becomes or is declared unconditional in all respects. Delisting
will significantly reduce the liquidity and marketability of any Hamleys Shares
not assented to the Offer and their value may reduce as a consequence.

It is also proposed that, following the Offer becoming or being declared
unconditional in all respects and after the Hamleys Shares are delisted, Hamleys
will be re-registered as a private company under the relevant provisions of the
Companies Act.

14.    Further information

Further information relating to the Offer and the Form of Acceptance is included
in the Appendices to this announcement, including the terms and conditions of
the Offer set out in Appendix I, and will be set out in the Offer Document.

The Offer Document will be posted to Hamleys Shareholders and to participants in
the Hamleys Share Option Schemes as soon as practicable.  The Offer and
acceptances thereof will be governed by English law.

The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of their relevant jurisdictions.  Such persons should
inform themselves about, and observe, any applicable requirements.

The sources and bases for certain information contained in this announcement are
set out in Appendix II to this announcement and will be contained in the Offer
Document.

The definitions of certain expressions used in this announcement are set out in
Appendix III to this announcement and will be contained in the Offer Document.


Enquiries:


Bell Pottinger Financial                                      Tel: 020 7861 3232
(PR adviser to Children's Stores)
Jonathon Brill
John Coles


ING Investment Banking                                        Tel: 020 7767 1000
(Financial adviser and broker to Children's Stores)
Fraser Marcus
Simon Newton

ING Investment Banking, which is authorised in the United Kingdom by the
Financial Services Authority for investment business activities, is acting
exclusively for Children's Stores as financial adviser in relation to the Offer
and is not acting for any other person in relation to such offer. ING Investment
Banking will not be responsible to anyone other than Children's Stores for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.

The Offer will not be made, directly or indirectly, in or into the United States
or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex, telephone
or internet) of inter-state or foreign commerce of, or any facility of a
national, state or other securities exchange of, the United States, nor will it
be made directly or indirectly in or into Canada, Australia or Japan and it is
not currently intended that the Offer will be capable of acceptance by any such
use, means, instrumentality or facility or from within the United States,
Canada, Australia or Japan or any other such jurisdiction. Accordingly, copies
of this announcement, the Offer Document and the Form of Acceptance are not
being, will not be and must not be mailed or otherwise forwarded, distributed or
sent in, into or from the United States, Canada, Australia or Japan or any other
such jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction and persons receiving this press announcement, the Offer
Document or Form of Acceptance (including without limitation custodians,
nominees and trustees) must not mail, forward, distribute or send them in, into
or from the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction.

The Loan Notes which may be issued pursuant to the Offer have not been, nor will
they be, registered under the Securities Act or under the securities laws of any
state of the United States; the relevant clearances have not been, nor will they
be, obtained from the securities commission of any province or territory of
Canada; no prospectus has been or will be lodged with the Australian Securities
and Investments Commission or the Japanese Ministry of Finance. Accordingly, the
Loan Notes may not (unless an exemption under relevant securities laws is
applicable) be offered, sold, resold, or delivered, directly or indirectly, in,
into or from 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, such jurisdiction or to, or for the account
or benefit of, any United States, Canadian, Australian or Japanese person.

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

The availability of the Offer and/or the Loan Note Alternative to Hamleys
Shareholders who are not resident in the United Kingdom may be affected by the
laws of their relevant jurisdictions.  Hamleys Shareholders who are not so
resident should inform themselves about and observe such applicable
requirements.

The full terms and conditions of the Offer (including details of how the Offer
may be accepted) will be set out in the Offer Document and the Form of
Acceptance accompanying the Offer Document. In deciding whether or not to accept
the Offer in respect of their Hamleys Shares, Hamleys Shareholders should rely
only on the terms and conditions of the Offer and the information contained, and
procedures described, in the Offer Document and the Form of Acceptance.

Hamleys Shareholders are strongly advised to read the Offer Document because it
will contain important information.


                                   APPENDIX I

   Conditions and principal further terms of the Offer and Form of Acceptance

The Offer, which will be made by ING Investment Banking on behalf of Children's
Stores, will comply with the applicable rules and regulations of the Code and
the UK Listing Authority, 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
in this Appendix I and in the Offer Document and Form of Acceptance.

PART A: Conditions of the Offer

The Offer will be conditional upon:

(a)     valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on the first closing date of the Offer
(or such later time(s) and/or date(s) as Children's Stores may, subject to the
rules of the Code, decide) in respect of not less than 90 per cent. (or such
lesser percentage as Children's Stores may decide) in nominal value of Hamleys
Shares to which the Offer relates, provided that this condition will not be
satisfied unless Children's Stores and/or any of its associates shall have
acquired or agreed to acquire, whether pursuant to the Offer or otherwise,
Hamleys Shares carrying more than 50 per cent. of the voting rights then
normally exercisable at a general meeting of Hamleys Shareholders including for
this purpose, to the extent, if any, required by the Panel, any voting rights
attaching to any Hamleys Shares which are unconditionally allotted before the
Offer becomes or is declared unconditional as to acceptances, whether pursuant
to the exercise of any outstanding conversion or subscription rights or
otherwise; and for the purposes of this condition:

(i)         shares which have been unconditionally allotted but not issued shall
be deemed to carry the voting rights which they will carry upon issue; and

(ii)        the expressions 'Hamleys Shares to which the Offer relates' and
'associates' shall be construed in accordance with Sections 428 to 430F of the
Act;

(b)     no government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, court, trade agency, professional
association or institution, environmental body or any other similar person or
body whatsoever in any relevant jurisdiction (each a 'Third Party') having
decided to take, instituted, or threatened any action, proceeding, suit,
investigation, enquiry or reference or having required any action to be taken or
otherwise having done anything or having made, proposed or enacted any statute,
regulation, order or decision or having done anything and there not continuing
to be outstanding any statute, regulation, order or decision which would or
might reasonably be expected to:

(i)         make the Offer, its implementation, or the acquisition or the
proposed acquisition of any shares in, or control or the change of control of,
Hamleys by Children's Stores, void, illegal or unenforceable in any
jurisdiction, or otherwise materially directly or indirectly prohibit, restrict
or delay the same or impose material additional conditions or obligations with
respect thereto, or otherwise challenge, hinder or interfere therewith or
otherwise challenge or require amendment of the Offer or the acquisition or
proposed acquisition of any Hamleys Shares or control or change of control of
Hamleys by Children's Stores, in each case in a manner which is material in the
context of the Offer;

(ii)        require, prevent or materially delay the divestiture by any member
of the Wider Children's Stores Group or any member of the Hamleys Group of all
or any material portion of their respective businesses, assets or property, or
(to an extent which is material in the context of the Offer or the Hamleys Group
or the Wider Children's Stores Group (as appropriate) taken as a whole) impose
any material limitation on the ability of any of them to conduct their
respective businesses (or any of them) or own their respective assets or
properties or any material part thereof;

(iii)      impose any material limitation on, or result in any material delay
in, the ability of Children's Stores or any member of the Hamleys Group, to
acquire, directly or indirectly, or to hold or to exercise effectively all or
any rights of ownership of any shares or securities convertible into shares in
any member of the Hamleys Group or to exercise management control over any
member of the Hamleys Group;

(iv)      require Children's Stores or any member of the Wider Children's Stores
Group or of the Hamleys Group to acquire or offer to acquire any shares or other
securities in any member of the Hamleys Group (other than Hamleys) owned by any
third party in any such case in a manner and to an extent which is material in
the context of the Hamleys Group taken as a whole; or

(v)        otherwise materially and adversely affect any or all of the
businesses, assets, financial or trading position, prospects or profits of any
member of the Hamleys Group or any member of the Wider Children's Stores Group
to an extent which is material in the context of the Offer;

and all applicable waiting and other time periods during which any Third Party
could institute, implement or threaten any such action, proceedings, suit,
investigation, enquiry or reference under the laws of any relevant jurisdiction,
having expired, lapsed or been terminated;

(c)     all necessary filings and applications having been made and all
necessary waiting periods (including extensions thereof) under any applicable
legislation or regulations of any jurisdiction having expired, lapsed or been
terminated and all statutory or regulatory obligations in any relevant
jurisdiction having been complied with in each case as may be necessary in
connection with the Offer and its implementation or the proposed acquisition by
Children's Stores of any shares in, or control of, Hamleys and all
authorisations, orders, recognitions, grants, consents, clearances,
confirmations, licences, certificates, permissions and approvals ('
Authorisations') which are material and necessary for or in respect of the Offer
and the proposed acquisition by Children's Stores of any shares in, or control
of, Hamleys or in relation to the affairs of any member of the Wider Children's
Stores Group or the Hamleys Group having been obtained in terms and in a form
reasonably satisfactory to Children's Stores from all appropriate Third Parties
and all such Authorisations remaining in full force and effect and there being
no notice or intimation of any intention to revoke, suspend or amend or not to
renew any of these at the time at which the Offer becomes or is declared wholly
unconditional, in each case where the absence of such Authorisation would have a
material adverse effect on the Hamleys Group or on the Wider Children's Stores
Group taken as a whole;

(d)     except as disclosed in writing to Children's Stores prior to the date of
this announcement, there being no provision of any arrangement, agreement,
licence or other instrument to which any member of the Hamleys Group is a party
or by or to which any such member or any of its respective assets may be bound
or be subject and which, in consequence of the making or implementation of the
Offer or the proposed acquisition of any shares in, or control of, Hamleys by
Children's Stores or because of a change in the control or management of Hamleys
or otherwise, in each case would or might reasonably be expected to result in
(to an extent which is material in the context of the Hamleys Group taken as a
whole):

(i)         any monies borrowed by or indebtedness, actual or contingent, of any
member of the Hamleys Group being or becoming repayable or capable of being
declared repayable immediately or prior to its stated maturity or the ability of
any such member to borrow monies or to incur any material indebtedness being
withdrawn or inhibited;

(ii)        the creation or enforcement of any mortgage, charge or other
security interest over the whole or any material part of the business, property
or assets of any member of the Hamleys Group or any such security (wherever
arising or having arisen) becoming enforceable;

(iii)      the rights, liabilities, obligations, interests or business of any
member of the Hamleys Group under any such arrangement, agreement, licence or
instrument (or any agreement or arrangement relating to any such right,
liability, obligation, interest or business) being terminated or adversely
modified or any adverse action being taken or any onerous obligation arising
thereunder;

(iv)      the creation of any liabilities (actual or contingent) by any such
member (otherwise than in the ordinary course of business);

(v)        any asset or interest of any member of the Hamleys Group being or
falling to be disposed of or charged (otherwise than in the ordinary course of
business) or any right arising under which any such asset or interest could be
required to be disposed of or charged;

(vi)      any change in or effect on the ownership or use of any intellectual
property rights owned or used by any member of the Hamleys Group;

(vii)     the interest or business of any such member in or with any firm or
body or person, or any agreements or arrangements relating to such interest or
business, being terminated or materially adversely modified or affected; or

(viii)   the financial or trading position or prospects of any member of the
Hamleys Group being prejudiced or materially adversely affected;

and no event having occurred which, under any provision of any such arrangement,
agreement, licence or other instrument, might reasonably be expected to result
in any of the events or circumstances referred to in paragraphs (d)(i) to (d)
(viii) above;

(e)     since 30 March 2002 and except as disclosed in Hamleys' annual report
and accounts for the year then ended or in Hamleys' preliminary statement of
results for the 52 week period ended 29 March 2003, or as publicly announced by
Hamleys by delivery of an announcement to the Regulatory Information Service or
as otherwise disclosed in writing to Children's Stores prior to the date of this
announcement, neither Hamleys nor any of its subsidiaries having (save, in each
case for transactions between Hamleys and any of its wholly-owned subsidiaries
or between such wholly-owned subsidiaries):

(i)          issued or agreed to issue or authorised or proposed the issue of
additional shares or securities of any class, or securities convertible into, or
rights, warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities (save for options granted under the Hamleys
Share Option Schemes before the date of this announcement or the issue of any
Hamleys Shares allotted upon the exercise of options granted before the date of
this announcement under the Hamleys Share Option Schemes) or redeemed, purchased
or reduced any part of its share capital;

(ii)        recommended, declared, made or paid or proposed to recommend,
declare, make or pay any bonus, dividend or other distribution whether payable
in cash or otherwise;

(iii)      effected, authorised, proposed or announced its intention to propose
any change in its share or loan capital or incurred or increased any
indebtedness or contingent liability;

(iv)      effected, authorised, proposed or announced its intention to propose
any merger, demerger, reconstruction, arrangement, amalgamation, commitment or
scheme or any acquisition or disposal or transfer of assets or shares (other
than in the ordinary course of business);

(v)        mortgaged, charged or encumbered any asset or any right, title or
interest in any asset or shares or trade investments (other than in the ordinary
course of business);

(vi)      entered into, varied or terminated or authorised, proposed or
announced its intention to enter into or vary or terminate or authorise any
agreement, transaction or commitment (other than in the ordinary course of
business and whether in respect of capital expenditure or otherwise) which is
material and adverse in the context of the Hamleys Group taken as a whole or
entered into any contract which might reasonably be expected to be restrictive
upon the business of any member of the Hamleys Group taken as a whole;

(vii)     issued, authorised or proposed the issue of any debentures (other than
in the ordinary course of business) or 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 caused or threatened to cease
carrying on all or a substantial part of its business;

(viii)   made, or announced any proposal to make, any significant change or
addition to any retirement, death or disability benefit of or in respect of any
of its directors, employees, former directors or former employees;

(ix)       granted any lease or third party rights in respect of any of the
leasehold or freehold property owned or occupied by it or transferred or
otherwise disposed of any such property;

(x)        entered into or varied the terms of any service agreement with any
director or senior executive of any member of the Hamleys Group;

(xi)       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, administrator, administrative receiver, trustee
or similar officer of all or any of its assets or revenues;

(xii)     made any amendment to its memorandum or articles of association;

(xiii)    other than in the ordinary course of trading, waived or compromised
any claim or authorised any such waiver or compromise; or

(xiv)    entered into an agreement or passed any resolution with respect to any
of the transactions, matters or events referred to in this paragraph (e);

in any such case (unless otherwise stated) which is material in the context of
the Hamleys Group taken as a whole;

(f)      since 30 March 2002 and except as disclosed in Hamleys' annual report
and accounts in the year then ended, or in Hamleys' preliminary statement of
results for the 52 week period ended 29 March 2003 or as publicly announced by
Hamleys by delivery of an announcement to the Regulatory Information Service or
otherwise disclosed in writing to Children's Stores prior to the date of this
announcement:

(i)         there having been no material adverse change or deterioration in the
business, financial or trading position or prospects of the Hamleys Group taken
as a whole;

(ii)         no material litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Hamleys Group is or may
become a party (whether as plaintiff or defendant or otherwise), and no material
investigation by any Third Party, against or in respect of any member of the
Hamleys Group, having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Hamleys Group in any
way which is material in the context of the Hamleys Group taken as a whole; or

(iii)      no contingent or other liability having arisen or become apparent
which might be likely in either case to materially and adversely affect the
Hamleys Group taken as a whole; and

(g)     save as disclosed in writing to Children's Stores prior to the date of
this announcement, Children's Stores not having discovered that:

(i)          any financial, business or other information concerning Hamleys or
the Hamleys Group which is contained in the information publicly disclosed at
any time by any member of the Hamleys Group either contains a material
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not materially misleading (which has not, prior to
the date of this announcement, been corrected by public announcement), in any
case which is material in the context of the Hamleys Group taken as a whole;

(ii)        any member of the Hamleys Group is subject to any liability,
contingent or otherwise, which is not disclosed in Hamleys' annual report and
accounts for the year ended 30 March 2002, or in Hamleys' preliminary statement
of results for the 52 week period ended 29 March 2003 and which is material in
the context of the Hamleys Group taken as a whole;

(iii)       there has been:

(aa)  a disposal, spillage or leakage of waste or hazardous substance or any
substance likely to impair the environment or harm human health on; or

(bb) an emission or discharge of any waste or hazardous substance or any
substance likely to impair the environment or harm human health from,

any land or other asset now or previously owned, occupied or made use of by any
past or present member of the Hamleys Group which would be reasonably likely to
give rise to any liability (whether actual or contingent) on the part of any
member of the Hamleys Group which would be material in the context of the
Hamleys Group taken as a whole;

(iv)       any past or present member of the Hamleys Group has not complied with
all applicable legislation or regulations of any jurisdiction or any notice or
requirement of any Third Party with regard to the storage, disposal, discharge,
spillage, leak or emission of any waste or hazardous substance or any substance
likely to impair the environment or harm human health which non-compliance would
be reasonably likely to give rise to any liability (whether actual or
contingent) on the part of any member of the Hamleys Group which is material in
the case of the Hamleys Group taken as a whole;

(v)        there is, or is reasonably likely to be, any liability (whether
actual or contingent) or requirement to make good, repair, reinstate or clean up
any property now or previously owned, occupied or made use of by any past or
present member of the Hamleys Group or in which any such member may now or
previously have had an interest under any environmental legislation, regulation,
notice, circular or order of any Third Party which would be material in the
context of the Hamleys Group taken as a whole;

(vi)       circumstances exist whereby a person or class of persons would be
reasonably likely to have a claim or claims in respect of any product or process
of manufacture or materials used therein now or previously manufactured, sold or
carried out by any past or present member of the Hamleys Group which claim or
claims would be reasonably likely to have a material adverse effect on any
member of the Hamleys Group to an extent which is material in the context of the
Hamleys Group taken as a whole;

(vii)     circumstances exist (whether as a result of the making of the Offer or
otherwise);

(aa)    which would be reasonably likely to lead to any third party instituting;
or

(bb)  whereby any present or past member of the Hamleys Group would be
reasonably likely to be required to institute;

an environmental audit or take any other steps which would, in any such case, be
reasonably likely to result in any actual or contingent liability to improve or
install new plant or equipment or make good, repair, reinstate or clean up any
land or other asset now or previously owned, occupied or made use of by any
member of the Hamleys Group, which, in any such case, would be material in the
context of the Hamleys Group taken as a whole; or

(viii)    the property at 188-196 Regent Street, London W1R 6BT (the 'Property')
has been damaged or otherwise affected (whether or not such damage or affect is
insured), in such a way that it causes or is reasonably likely to cause the
Property, or a material part of the Property, to be closed for the transaction
of retail business for not less than 183 consecutive days.

Children's Stores reserves the right to waive all or any of conditions (b) to
(g) inclusive, in whole or in part. Conditions (b) to (g) must be fulfilled or
(if capable of waiver) waived, or where appropriate, have been determined by
Children's Stores in its reasonable opinion to be or remain satisfied within 21
days after the later of the First Closing Date of the Offer and the date on
which condition (a) is fulfilled (or, in each case, such later date as the Panel
may agree).

Children's Stores shall be under no obligation to waive or treat as fulfilled or
satisfied any of conditions (b) to (g) by a date earlier than the date specified
above for the fulfillment or satisfaction thereof notwithstanding that the other
conditions of the Offer may at such earlier date have been fulfilled or
satisfied and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfillment or satisfaction.

Children's Stores reserves the right to make such changes to the above
conditions as may be appropriate in the event that the conditions of the Offer
are required to be amended to comply with Rule 9 of the Code.

If Children's Stores is required by the Panel to make an offer for Hamleys
Shares under the provisions of Rule 9 of the Code, Children's Stores may make
such alterations to the conditions of the Offer, including condition (a), as are
necessary to comply with the provisions of that Rule.

The Offer will lapse (unless otherwise agreed by the Panel) if it is referred to
the Competition Commission before 3.00 p.m. on the First Closing Date or the
date when the Offer becomes or is declared unconditional as to acceptances,
whichever is the later.

If the Offer lapses it will cease to be capable of further acceptance.  Hamleys
Shareholders who have accepted the Offer and Children's Stores shall then cease
to be bound by acceptances delivered on or before the date on which the Offer
lapses.



PART B: Principal further terms of the Offer

The Offer will not be made, directly or indirectly, in or into, or by use of the
mails, or by any means or instrumentality (including, without limitation,
facsimile transmission, electronic mail, telex or telephone) of interstate or
foreign commerce, or of any facility of a national securities exchange, of the
United States, Canada, Australia or Japan, and the Offer will not be capable of
acceptance by any such means, instrumentality or facility from within the United
States, Canada, Australia or Japan. Accordingly, copies of this document and any
other documents related to the Offer are not being, and must not be, mailed or
otherwise distributed or sent in or into the United States, Canada, Australia or
Japan and persons receiving such documents (including custodians, nominees and
trustees) must not distribute or send them in, into or from such jurisdictions
as doing so may make invalid any purported acceptance of the Offer by persons in
any such jurisdiction.

The Offer will lapse if the proposed acquisition by Soldier of Hamleys is
referred to the Competition Commission before 3.00pm on the first closing date
of the Offer or the date when the Offer is declared unconditional as to
acceptances, whichever is the later. In such circumstances the Offer will cease
to become capable of further acceptances and persons accepting the Offer and
Soldier shall cease to be bound by acceptances delivered on or before the date
on which the Offer so lapses.

The Loan Note Alternative will be conditional upon the Offer becoming or being
declared unconditional in all respects. The Loan Note Alternative will also be
conditional upon valid elections having been received prior to the Offer
becoming or being declared unconditional in all respects for at least £0.5
million nominal value of Loan Notes.


                                  APPENDIX II

                Bases of calculation and sources of information

(a)     The value placed by the Offer on the Existing Issued Share Capital, and
other statements made by reference to the Existing Issued Share Capital, of
Hamleys are based upon 23,106,775 Hamleys Shares in issue on 26 June 2003 and,
as the context requires, such options or conditional share awards where the
exercise price is below the Offer Price.

(b)     The closing middle market prices of Hamleys Shares are derived from the
Official List and represent closing middle market prices for Hamleys Shares on
the relevant dates.

(c)     Unless otherwise stated, the financial information relating to Hamleys
is extracted from the audited financial statements of Hamleys for the relevant
financial year or from the preliminary results statement of Hamleys for the 52
week period ended 29 March 2003.


                                  APPENDIX III

                                  Definitions


The following definitions apply throughout this announcement, unless the context otherwise requires:


'Australia'                    the Commonwealth of Australia, its possessions and territories and all areas
                               subject to its jurisdiction and any political sub-division thereof

'Authorisations'               has the meaning given to it in paragraph (c) of Part A of Appendix I

'Board' or 'Directors'         as the context requires, the board of directors of Hamleys or the board of
                               directors of Children's Stores

'Baugur'                       Baugur Group hf

'Business Day'                 a day (excluding Saturdays, Sundays and public holidays) on which banks are
                               generally open for business in the City of London other than solely for
                               trading and settlement in Euro

'Canada'                       Canada, its provinces, possessions and territories and all areas subject to
                               its jurisdiction and any political sub-division thereof

'Chelsea Stores'               Chelsea Stores Limited

'Children's Stores'            Children's Stores Holdings Limited, a company recently incorporated in
                               England and Wales specifically for the purpose of effecting the Offer

'City Code' or 'Code'          The City Code on Takeovers and Mergers

'Close Brothers'               Close Brothers Corporate Finance Limited, a subsidiary of Close Brothers
                               Group plc, financial adviser to Hamleys

'Closing Price'                the closing, middle market quotation of a Hamleys Share as derived from the
                               Official List

'Companies Act' or 'Act'       The Companies Act 1985, as amended

'Company' or 'Hamleys'         Hamleys plc

'CSH One'                      CSH One Limited, a company recently incorporated in England and Wales
                               specifically for the purpose of the Offer

'CSH One Group'                CSH One and its subsidiary undertakings and, where the context permits, each
                               of them

'Daisy & Tom'                  the trading name of Chelsea Stores

'Executive Directors'          John Watkinson and Ian Parker, each of whom is a Director of Hamleys

'Existing Issued Share Capital'the existing issued ordinary shares of 5 5/9 pence each in the capital of
                               the Company having the rights set out in the articles of association of
                               Hamleys, as at the date of this announcement

'First Closing Date'           the first closing date of the Offer

'Form of Acceptance'           the form of acceptance, authority and election relating to the Offer to
                               accompany the Offer Document

'FSA' or 'Financial Services   The Financial Services Authority Limited
Authority'

'Hamleys' or the 'Company'     Hamleys plc

'Hamleys Group' or 'Group'     Hamleys and its subsidiary undertakings and, where the context permits, each
                               of them

'Hamleys Optionholders'        means a holder of options or conditional share awards under the Hamleys
                               Share Option Schemes

'Hamleys Shareholders' or  '   holders of Hamleys Shares
Shareholders'

'Hamleys Share Option Schemes' the Hamleys plc Approved Executive Share Option Scheme, the Hamleys plc
                               Unapproved Executive Share Option Scheme and the Hamleys plc Savings Related
                               Share Option Scheme

'Hamleys Shares' or 'Shares'   the existing unconditionally allotted or issued and fully paid ordinary
                               shares of 5 5/9 pence each in the capital of Hamleys and any further such
                               shares which are unconditionally allotted issued and fully paid or credited
                               as fully paid before the date on which the Offer ceases to be open for
                               acceptance (or such earlier date as Children's Stores may, subject to the
                               Code, decide)

'Independent Directors'        Jim Hodkinson, John Napier and Simon Burke, each of whom is a Director of
                               Hamleys

'ING Investment Banking'       the investment banking division of ING Bank N.V., London Branch, financial
                               adviser to Children's Stores

'Japan'                        Japan, its cities and prefectures, territories and possessions and all areas
                               subject to its jurisdiction and any political sub-division thereof

'LIBOR'                        the average (rounded down where necessary to the nearest whole multiple of
                               one sixteenth of one per cent.) of the respective rates per annum at which
                               any two London clearing banks selected by Children's Stores are prepared to
                               offer six month sterling deposits with leading banks in the London Inter
                               Bank Market as at 11.00 a.m. on the first day of the relevant interest
                               period or, if such a day is not a Business Day, on the next succeeding
                               Business Day, having regard to the aggregate amount in respect of which the
                               rate of interest is to be applied

'Listing Rules'                the listing rules of the UKLA

'Loan Notes'                   the floating rate guaranteed unsecured loan notes of Children's Stores to be
                               issued pursuant to the Loan Note Alternative

'Loan Note Alternative'        the alternative under the Offer whereby Hamleys Shareholders (other than
                               certain Overseas Shareholders) who validly accept the Offer may elect to
                               receive Loan Notes instead of some or all of the cash consideration to which
                               they would otherwise be entitled under the Offer

 'Noteholder(s)'               holder(s) of Loan Notes

'London Stock Exchange'        London Stock Exchange plc

'Offer'                        the cash offer (including the Loan Note Alternative) to be made by ING
                               Investment Banking on behalf of Children's Stores to acquire the entire
                               issued and to be issued ordinary share capital of Hamleys, not already owned
                               by Children's Stores, on the terms and subject to the conditions set out or
                               referred to in the Offer Document and the accompanying Form of Acceptance
                               relating thereto including, where the context permits or requires, any
                               subsequent revision, variation, extension or renewal thereof

'Offer Document'               the document to be despatched to Hamleys Shareholders containing and setting
                               out the terms and conditions of the Offer and any revision thereof

'Offer Period'                 the period commencing on 17 March 2003 (the date on which Hamleys announced
                               that the Executive Directors had requested and been granted authorisation to
                               explore financing for a possible management buy-out of the Company) and
                               ending on whichever of the following dates shall be the latest: (i) 3.00
                               p.m. on the First Closing Date; (ii) the time and date on which the Offer
                               becomes unconditional as to acceptances; or (iii) the time and date on which
                               the Offer lapses

'Offer Price'                  220 pence per Hamleys Share

'Official List'                the Daily Official List of the London Stock Exchange

'Overseas Shareholders'        Hamleys Shareholders who are resident in, or citizens of, jurisdictions
                               outside the UK

'Panel'                        The Panel on Takeovers and Mergers

'pounds', '£' or 'pence'       the lawful currency of the United Kingdom

'Rhone Capital'                Rhone Capital LLC

'Securities Act'               the United States Securities Act of 1933, as amended

'subsidiary', 'subsidiary      shall be construed in accordance with the Companies Act (but for this
undertaking', 'associated      purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Companies Act)
undertaking' or 'undertaking'

'Soldier'                      Soldier Limited

'Soldier Offer'                the offer made on 19 June 2003 by KPMG Corporate Finance on behalf of
                               Children's Stores to acquire the entire issued and to be issued ordinary
                               share capital of Hamleys not already owned by Children's Stores at the
                               Children's Stores Offer Price

'Soldier Increased Offer Price'226 pence per Hamleys Share

'Soldier Offer Price'          205 pence per Hamleys Share

'Third Party'                  has the meaning given to it in paragraph (b) of Part A of Appendix I

'UK' or 'United Kingdom'       the United Kingdom of Great Britain and Northern Ireland

'UK Listing Authority' or '    the FSA acting in its capacity as the competent authority for the purposes
UKLA'                          of Part VI of the Financial Services and Markets Act 2000

'United States of America', '  the United States of America, its possessions and territories, any state of
US' or 'United States'         the United States and the District of Columbia and all other areas subject
                               to its jurisdiction or any political sub-division thereof

'Wider Children's Stores Group CSH One and any respective subsidiaries, subsidiary and associated
'                              undertakings and/or other body corporate, partnership, joint venture or
                               person in which the CSH One Group and such undertakings (aggregating their
                               interests) have an interest of more than 20 per cent. of the voting or
                               equity capital or the equivalent together with Chelsea Stores, being a
                               prospective subsidiary



All times referred to are London times unless otherwise stated.


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

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