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Monday 30 April, 2007

Kirk Newco PLC

Offer Update

Kirk Newco PLC
30 April 2007

   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED
    STATES, CANADA OR JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
     CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH OTHER JURISDICTION




Announcement For Immediate Release

30 April 2007


                                       Recommended cash offer by Kirk Newco plc

                                                  for Enterprise plc
                                          Offer Unconditional in all respects





On 23 March 2007, Kirk Newco plc ('Kirk Newco') made a recommended cash offer
for the entire issued and to be issued share capital of Enterprise plc
('Enterprise'), other than the 1,111,812 Enterprise Shares which Kirk Newco has
conditionally agreed to acquire from members of the Management Team pursuant to
the Acquisition Agreement (the 'Offer').

Following receipt of confirmation from the European Commission that it does not
intend to initiate proceedings under Article 6(1)(c) of the Merger Regulation in
respect of the Acquisition, Kirk Newco declares the Offer to be unconditional in
all respects.  The Offer has been extended and will remain open for acceptance
until further notice.

Settlement of the consideration under the Offer in respect of acceptances
received, complete in all respects, prior to the date of this announcement will
be effected on 14 May 2007.

As at 1.00p.m. (London time) on 27 April 2007, valid acceptances of the Offer
had been received in respect of a total of 65,456,208 Enterprise Shares,
representing approximately 81.40 per cent. of the issued share capital of
Enterprise.  Of the valid acceptances of the Offer received as at 1.00p.m.
(London time) on 27 April 2007, acceptances relating to an aggregate of
9,890,853 Enterprise Shares, representing approximately 12.30 per cent. of the
issued share capital of Enterprise, had been received from persons acting in
concert with Kirk Newco.  On the basis of information available from
acceptances, and from confirmations received by Kirk Newco from those Enterprise
Shareholders who gave irrevocable undertakings, and a letter of intent, to
accept the Offer as regards their having accepted the Offer:

-               an aggregate of 36,762,393 Enterprise Shares, representing
approximately 45.72 per cent. of the issued share capital of Enterprise, in
respect of which valid acceptances of the Offer had been received as at 1.00p.m.
(London time) on 27 April 2007 were subject to irrevocable undertakings to
accept the Offer procured by Kirk Newco prior to the announcement of the Offer;
and

-               3,261,791 Enterprise Shares, representing approximately 4.06 per
cent. of the issued share capital of Enterprise, in respect of which valid
acceptances of the Offer had been received as at 1.00p.m. (London time) on 27
April 2007 were subject to a non-binding letter of intent to accept the Offer
procured by Kirk Newco prior to the announcement of the Offer.

Kirk Newco holds 8,421,410 Enterprise Shares, representing approximately 10.47
per cent. of the issued share capital of Enterprise, which shares were acquired
by Kirk Newco on 26 March 2007.  Accordingly, the Offer having been declared
wholly unconditional, Kirk Newco holds, or has agreed to acquire pursuant to the
Offer, or has conditionally agreed to acquire, an aggregate of 74,989,430
Enterprise Shares, representing approximately 93.27 per cent. of the issued
share capital of Enterprise.

Kirk Newco intends now to exercise its rights pursuant to the Interim
Regulations to acquire compulsorily the Enterprise Shares which have not been
assented to the Offer.  Kirk Newco will also now procure the making of
applications by Enterprise to the Financial Services Authority and the London
Stock Exchange for the cancellation of the listing of the Enterprise Shares and
the cancellation of admission to trading on the London Stock Exchange of the
Enterprise Shares.

Details of the interests in Enterprise Shares of persons acting in concert with
Kirk Newco are set out in the Appendix to this announcement.  Save as set out in
this announcement (including the Appendix), neither Kirk Newco nor, so far as
Kirk Newco is aware, any person acting or deemed to be acting in concert with
Kirk Newco has (or had immediately prior to the Offer being declared
unconditional in all respects) any interest in any Enterprise Shares or in any
securities convertible or exchangeable into Enterprise Shares ('Relevant
Enterprise Securities') or has (or had immediately prior to the Offer being
declared unconditional in all respects) any rights to subscribe for Relevant
Enterprise Securities or holds (or held immediately prior to the Offer being
declared unconditional in all respects) any short position in relation to
Relevant Enterprise Securities (whether conditional or absolute and whether in
the money or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery, or has (or had immediately prior to the Offer
being declared unconditional in all respects) borrowed or lent any Relevant
Enterprise Securities (save for borrowed Enterprise Shares which have been
either on-lent or sold).

Enterprise Shareholders who wish to accept the Offer, but have not yet done so,
are strongly encouraged (in the case of Enterprise Shares which are not held in
CREST) to complete and return a Form of Acceptance or (in the case of Enterprise
Shares held in uncertificated form (that is, held in CREST)) to take the action
set out in paragraph 15(b) of the letter from Kirk Newco in Part II of the Offer
Document, in each case as soon as possible.

Enquiries:

Enterprise                                                           Telephone: +44 (0) 1772 819 221
Nick Woollacott

Close Brothers Corporate Finance Limited (joint 
financial adviser to Enterprise)                                     Telephone: +44 (0) 20 7655 3100

Peter Alcaraz
David Wardrop

Gleacher Shacklock LLP (joint financial adviser to Enterprise)       Telephone: +44 (0) 20 7484 1150
Kieran Murphy
Tim Shacklock

Weber Shandwick (Enterprise PR enquiries)                            Telephone: +44 (0) 20 7067 0721
Nick Oborne

3i Investments / Kirk Newco                                          Telephone: +44 (0) 20 7928 3131
Ian Nolan
Keven Parker
Alan Giddins

Citigroup (financial adviser and corporate broker to 3i)             Telephone: +44 (0) 20 7986 4000
Philip Robert-Tissot
Mark Todd
Andrew Chapman (Corporate Broking)

Financial Dynamics (3i PR enquiries)                                 Telephone: +44 (0) 20 7831 3113
Andrew Dowler
Richard Mountain



The definitions set out in the Offer Document dated 23 March 2007 (the 'Offer
Document') apply in this announcement (including the Appendix) unless otherwise
indicated.

Citigroup, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for 3i Investments, the 3i
Investors and Kirk Newco and no one else in connection with the Offer and will
not be responsible to anyone other than 3i Investments, the 3i Investors and
Kirk Newco for providing the protections afforded to clients of Citigroup nor
for providing advice in relation to the Offer, the content of this announcement
nor any matter referred to herein.

Close Brothers, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Enterprise and no one
else in connection with the Offer and will not be responsible to anyone other
than Enterprise for providing the protections afforded to clients of Close
Brothers nor for providing advice in relation to the Offer, the content of this
announcement nor any matter referred to herein.

Gleacher Shacklock, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Enterprise and no
one else in connection with the Offer and will not be responsible to anyone
other than Enterprise for providing the protections afforded to clients of
Gleacher Shacklock nor for providing advice in relation to the Offer, the
content of this announcement nor any matter referred to herein.

Unless otherwise determined by Kirk Newco, the Offer is not being made, directly
or indirectly, in, into or from, or by use of the mails of, or by any means or
instrumentality (including, without limitation, electronically or by facsimile
transmission, internet, email, telex or telephone) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of, the United States, Canada or Japan, nor, subject to certain exceptions, is
it capable of acceptance by any such use, means, instrumentality or facility or
from within the United States, Canada or Japan.  Accordingly, copies of this
announcement are not being, and must not be, directly or indirectly, mailed,
distributed, transmitted, forwarded or otherwise sent in, into or from the
United States, Canada or Japan.  Doing so may render invalid any purported
acceptance of the Offer.  Persons receiving this announcement (including,
without limitation, custodians, nominees and trustees) should not distribute,
mail, transmit, forward or send it in, into or from the United States, Canada or
Japan or use such mails or any such means, instrumentality or facility for any
purpose.




                                    Appendix

1            Members of the Management Team had, immediately prior to the Offer
being declared unconditional in all respects, the following interests in
Enterprise Shares:


Name                               Number of Enterprise Shares            % of issued share capital
Owen McLaughlin                    7,169,117*                             8.92
Neil Kirkby                        103,143**                              0.11
John Flood                         165,285                                0.21
Gary Parker                        21,398                                 0.03
Daniel Holland                     19,313                                 0.02
Michael McGrath                    116,520                                0.14
Martin Joyce                       345,144                                0.43
Philip Hall                        865,750                                1.08
Stuart Chaston                     439,299                                0.55



* Owen McLaughlin's interest included 7,045,789 Enterprise Shares owned by the
Owen McLaughlin Trust and 77,935 Enterprise Shares held by the trustee of Owen
McLaughlin's self-invested pension plan



** Neil Kirkby's interest included 14,837 Enterprise Shares in respect of which
he holds an award under the Annual Incentive Plan, such shares being held in an
employee benefit trust.  Neil Kirkby continues to hold such award and therefore
remains interested in 14,837 Enterprise Shares



2             Members of the Management Team have the following interests
pursuant to the Enterprise Share Schemes:


Name                            Number of ordinary shares in Enterprise   Number of Enterprise Shares
                                subject to options*                       awarded**
Neil Kirkby                     348,014                                   72,352
John Flood                      65,375                                    30,953
Gary Parker                     100,375                                   30,953
Daniel Holland                  77,206                                    19,346
Michael McGrath                 65,375                                    30,953
Martin Joyce                    61,786                                    30,953
Philip Hall                     65,375                                    30,953
Stuart Chaston                  42,206                                    19,346



* Options have been granted pursuant to the CSOP, the Sharesave Scheme and the
Unapproved Scheme.



** Awards have been made pursuant to the Performance Share Plan.



3             The Trustee of the Owen McLaughlin Trust was, immediately prior to
the Offer being declared unconditional in all respects. (in its capacity as the
trustee of such trust) interested in 7,045,789 Enterprise Shares.  This interest
duplicated the interest in an equivalent number of Enterprise Shares comprising
part of the interest of Owen McLaughlin referred to in paragraph 1 above.  James
Hay Pension Trustees Limited was, immediately prior to the Offer being declared
unconditional in all respects, (in its capacity as the trustee of Owen
McLaughlin's self-invested pension plan) interested in 77,935 Enterprise Shares.
This interest duplicated the interest in an equivalent number of Enterprise
Shares comprising part of the interest of Owen McLaughlin referred to in
paragraph 1 above.



4             In addition to the interests referred to in paragraphs 1 and 2
above, each of the executive directors of Enterprise, together with all other
employees of the Enterprise Group, are interested as potential beneficiaries in
the 469,721 Enterprise Shares held by the Enterprise EBT and were, immediately
prior to the Offer being declared unconditional in all respects, interested as
potential beneficiaries in the 29,812 Enterprise Shares held by the ARM EBT.




5            Michael Hynes and his wife, Linda Hynes, had, immediately prior to
the Offer being declared unconditional in all respects, the following interests
in Enterprise Shares:


Name                            Number of Enterprise Shares            % of issued share capital
Michael Hynes                   1,320,947                              1.64
Linda Hynes                     293,346                                0.36



6             The following close relatives of Owen McLaughlin were, immediately
prior to the Offer being declared unconditional in all respects, interested in
the following numbers of Enterprise Shares:


Name                            Number of Enterprise Shares            % of issued share capital


Jean McLaughlin                 6,666                                  0.01
Kieran McLaughlin               6,254                                  0.01
Sally McLaughlin                11,000                                 0.01
Shaun McLaughlin                4,980                                  0.01



7             The following close relatives of Michael Hynes were, immediately
prior to the Offer being declared unconditional in all respects, interested in
the following numbers of Enterprise Shares:


Name                            Number of Enterprise Shares            % of issued share capital
Clare Hynes                     33,460                                 0.04
David Hynes                     33,460                                 0.04
John Hynes                      33,460                                 0.04
Robert Hynes                    28,960                                 0.04




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