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Trafficmaster PLC (TFC)

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Thursday 18 March, 2004

Trafficmaster PLC

Offer for Yeoman Group Plc

Trafficmaster PLC
18 March 2004

Trafficmaster Plc


Recommended Offer for Yeoman Group Plc



Summary


•        The boards of Trafficmaster and Yeoman Group announce that they have
reached agreement on the terms of a recommended all share Offer, to be made by
Bridgewell on behalf of Trafficmaster, for Yeoman Group


•        Yeoman Group Shareholders will be offered 0.1188 new Trafficmaster
Shares for each Yeoman Group Share


•        Based on the Closing Price of 80 pence per Trafficmaster Share on 16
March 2004 (the last practicable day prior to the date of this announcement),
the Offer values each Yeoman Group Share at approximately 9.5 pence, and the
entire existing issued share capital of Yeoman Group at approximately £2.15
million.


•        On this basis, the Offer represents a discount of 32.1 per cent. to the
Closing Price of 14 pence per Yeoman Group Share on 3 February 2004, the last
dealing day prior to the Announcement and a nil premium to the Closing Price of
9.5 pence per Yeoman Group Share on 16 March 2004 (the last practicable day
prior to the date of this announcement).
                                                      


Enquiries:

Trafficmaster                                  Tel:       01234 759300
David Martell
Nigel Bond


Bridgewell                                     Tel:       020 7003 3000
(Financial adviser to Trafficmaster)
Allan Bertie
Simon Bridges


Financial Dynamics                             Tel:       020 7831 3113
(Public relations adviser to Trafficmaster)
Ben Atwell
Lucy Briggs


Yeoman Group                                   Tel:       01590 679777
Vincent Geake
Charles Marshall


Gavin Anderson & Co                            Tel:       020 7554 1400
(Public relations adviser to Yeoman Group)
Neil Bennett
Keith Brookbank


The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of other jurisdictions.  Such persons should inform
themselves about and observe any applicable requirements of those jurisdictions.


The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without limitation,
telephone, facsimile, telex, internet or other forms of electronic
communication) of interstate or foreign commerce of, or 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 use, means,
instrumentality or facility or from within these jurisdictions. Accordingly,
copies of this announcement and any offer documents are not being, and must not
be, mailed, transmitted or otherwise forwarded, distributed, or sent, in whole
or in part, in, into or from, the United States, Canada, Australia or Japan.


The new Trafficmaster Shares to be issued in connection with the Offer have not
been, nor will they be, registered under the US Securities Act, or under the
securities laws of any state of the United States; the relevant clearances have
not been, and will not be, obtained from the securities commission of any
province or territory of Canada; no prospectus has been or will be, lodged with,
or registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; and the new Trafficmaster Shares have not been,
nor will they be, registered under or offered in compliance with the applicable
securities laws of any state, province, territory or jurisdiction of Canada,
Australia or Japan. Accordingly, the new Trafficmaster Shares may not be
offered, sold or delivered, directly or indirectly, in or into the United States
or (unless an exemption under relevant securities laws applies), in or into
Canada, Australia or Japan or any other jurisdiction outside the United Kingdom
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, a person located in the United States, Canada, Australia or Japan.


This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities in the United States, Canada, Australia or Japan or
in any other jurisdiction in which such an offer or solicitation would be
unlawful.


Bridgewell, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Trafficmaster and no one else in connection with the
Offer and will not be responsible to anyone other than Trafficmaster for
providing the protections afforded to customers of Bridgewell Limited or for
giving advice in relation to the Offer.


Brewin Dolphin, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Yeoman Group and no one else in connection
with the Offer and will not be responsible to anyone other than Yeoman Group for
providing the protections afforded to customers of Brewin Dolphin Securities
Limited, or for giving advice in relation to the Offer.


Trafficmaster Plc


Recommended Offer for Yeoman Group Plc


1.      Introduction


The Board of Trafficmaster and Yeoman Group announce that they have reached
agreement on the terms of a recommended all share Offer, to be made by
Bridgewell on behalf of Trafficmaster, for the whole of the issued and to be
issued share capital of Yeoman Group.


2.      The Offer


The Offer, which will be subject to the conditions and further terms set out in
Appendix I, and to be set out in the Offer Document and Form of Acceptance which
will be posted to Yeoman Group Shareholders later today, will be made on the
following basis:


    for each Yeoman Group Share  0.1188 new Trafficmaster Shares


and so in proportion to any other number of Yeoman Group Shares held.  Fractions
of new Trafficmaster Shares will not be allotted or issued pursuant to the
Offer.


The new Trafficmaster Shares will be issued free from all liens, charges,
equitable interests, encumbrances and other third party rights and/or interests
of any nature whatsoever and with all rights now or hereafter attaching thereto.
The new Trafficmaster Shares will be issued credited as fully paid and will
rank equally in all respects with existing Trafficmaster Shares, including the
right to receive all dividends and other distributions declared, made or paid
hereafter.


Based on the Closing Price of 80 pence per Trafficmaster Share on 16 March 2004
(the last practicable day prior to the date of this announcement), the Offer
values each Yeoman Group Share at approximately 9.5 pence, and the entire
existing issued share capital of Yeoman Group at approximately £2.15 million.


On this basis, the Offer represents a discount of 32.1 per cent. to the Closing
Price of 14 pence per Yeoman Group Share on 3 February 2004, the last dealing
day prior to the Announcement and a nil premium to the Closing Price of 9.5
pence per Yeoman Group Share on 16 March 2004 (the last practicable day prior to
the date of this announcement).


If the Offer becomes, or is declared, unconditional in all respects, full
acceptance of the Offer will result in the issue of up to approximately
2,685,159 new Trafficmaster Shares representing approximately 2.0 per cent. of
the issued ordinary share capital of Trafficmaster as enlarged by the
Acquisition.


The offer of new Trafficmaster Shares as consideration for the Acquisition will
allow Yeoman Group Shareholders to remain invested in the telematics sector and
to participate in future value creation by the Enlarged Trafficmaster Group.


Application will be made to the UK Listing Authority for the new Trafficmaster
Shares to be admitted to the Official List and to the London Stock Exchange for
admission to trading on the London Stock Exchange's market for listed
securities. Bridgewell is acting as financial adviser and corporate broker to
Trafficmaster and the Offer.


Further details of the sources and bases of certain financial information on the
Offer are set out in Appendix II.



3.    Irrevocable undertakings


Trafficmaster has received irrevocable undertakings to accept the Offer from
Yeoman Group Directors in respect the total number of Yeoman Group Shares, they
are able to give an irrevocable undertaking for, amounting in aggregate to
909,241 Yeoman Group Shares, representing approximately 4.0 per cent. of Yeoman
Group's issued ordinary share capital. Such undertakings will cease to be
binding only if the Offer lapses or is withdrawn.


In addition, Trafficmaster has received irrevocable undertakings to accept the
offer in respect of approximately 31.4 per cent. of Yeoman Group's issued share
capital, provided that no third party makes a competing offer under which the
amount or value of the consideration offered for each Yeoman Group Share exceeds
10.45 pence per share, comprising:


Other Yeoman Group Shareholders                            Yeoman Group Shares
                                                        Number                 %
Artemis Asset Management Ltd                         3,713,278              16.4
(on behalf of Artemis UK Growth and Artemis AIM VCT)
NU Investment Funds ICVC                             3,369,818              14.9


In aggregate, therefore, Trafficmaster has received irrevocable undertakings to
accept the Offer in respect of at least 7,992,337 Yeoman Group Shares
representing approximately 35.4 per cent. of Yeoman Group's issued ordinary
share capital.


4.   Background to and reasons for the Offer


Yeoman Group has developed technologies which allow navigation services to be
provided to consumers via mobile phones.  The marketing of these services has
been slow to develop, largely waiting upon the widespread adoption of GPS
enabled handsets. Trafficmaster believes that this technology will complement
its existing Smartnav technology and will provide Trafficmaster with the
opportunity to enter the mobile phone navigation market as and when it develops.


Yeoman Group has contracts with Vodafone and Orange and Trafficmaster believes
that these can be used as the basis for further business development employing
the products and services currently being deployed by Trafficmaster.


5.      Information on Yeoman Group


Yeoman Group has recently completed a thorough review of its operations
resulting in the disposal of two of its main operating divisions, Brookes &
Gatehouse Limited, which specialised in marine navigation and Laser-Scan Limited
which specialised in digital mapping technology. As a result Yeoman Group is now
a tightly controlled operation highly focussed on the development of mobile
phone based navigation services.


In the year ended 30 September 2003 Yeoman Group had turnover of £8.76 million,
a loss before tax of £9.77 million and cash balances of £0.30 million.


6.      Information on Trafficmaster


The Trafficmaster Group has four operating divisions that cover the major market
opportunities for growth in international telematics.


Smartnav

Providing the "complete solution" Smartnav guides users from A to B in a way
that is friendly to use but uses the most advanced technology available.
Satellite navigation is a rapidly growing market and Trafficmaster's product
offers full integration of traffic data with ease of use and affordable pricing.
Smartnav is recognised as a major step forward in satellite navigation
technology winning the AutoExpress Accessory of the Year Award 2003, and Which?
magazine's best buy accolade.


Traffic Flow Data

Trafficmaster was one of the first companies to commercialise data from a
network of sensors situated on the road network. Trafficmaster has a long-term
licence from the British Government to install sensors covering all motorways
and trunk roads. Trafficmaster creates quality traffic data and provides
services through motor manufacturers, mobile phone operators, motoring
organisations and Government. Trafficmaster also has interests in traffic in
Italy and France.


RAC Trackstar

RAC Trackstar is a leading provider of satellite based stolen vehicle tracking
in the UK. More and more insurance companies reject the less comprehensive
tracking products on the market and RAC Trackstar grows from strength to
strength.


Teletrac

Trafficmaster's subsidiary Teletrac is a leading provider of fleet location
services in the US. The technology used gives Teletrac a competitive position in
the marketplace with a service that helps businesses know where their vehicles
are on a real time basis and control costs. Trafficmaster also, through its
partner Cybit, has a strong interest in the UK fleet tracking market.


The Trafficmaster Preliminary Results for the year to 31 December 2003 have been
announced today showing revenues of £31.26 million, operating profit of £1.53
million and a pre tax profit of £0.55 million. As at 31 December 2003,
Trafficmaster had net assets of approximately £18.30 million.


7.      Management and employees


The board of Trafficmaster confirms that, upon the Offer becoming or being
declared unconditional in all respects, the existing employment rights,
including pension rights, of all employees of the Yeoman Group will remain in
place.


It is proposed that the Directors of Yeoman Group will resign upon the Offer
becoming or being declared unconditional in all respects. Details of the
Directors of Yeoman Group's existing service contracts and arrangements agreed
between Trafficmaster and Vincent Geake and Charles Marshall will be set out in
the Offer Document.


8.      Yeoman Group Option Schemes


If the Offer becomes or is declared unconditional in all respects, Trafficmaster
will make appropriate proposals to the participants in the Yeoman Group Option
Schemes to the extent that their options have not been exercised or lapsed.


9.   Financial effects of the Offer


Details of the financial effects of the Offer are set out in Appendix II.


10.   Recommendation


The Yeoman Group Directors, who have been so advised by Brewin Dolphin, consider
the terms of the Offer to be fair and reasonable so far as Yeoman Group
Shareholders are concerned. In providing advice to the Yeoman Group Directors,
Brewin Dolphin has taken account of the Yeoman Group Directors' commercial
assessments.


Accordingly, the Yeoman Group Directors will unanimously recommend all Yeoman
Group Shareholders to accept the Offer, as they have irrevocably undertaken to
do in respect of the total number of Yeoman Group Shares they are able to give
an irrevocable undertaking for, amounting in aggregate to 909,241 Yeoman Group
Shares, representing approximately 4.0 per cent. of the issued ordinary share
capital of Yeoman Group.


11.    Further details of the Offer


The Yeoman Group Shares will be acquired by Trafficmaster fully paid and free
from all liens, charges, equitable interests, encumbrances and other third party
rights and/or interests of any nature whatsoever and together with all rights
now or hereafter attaching thereto, including the right to receive and retain
all dividends, interest and other distributions declared, made or paid
hereafter.


Application will be made to the UK Listing Authority for the new Trafficmaster
Shares to be admitted to the Official List and to the London Stock Exchange for
admission to trading on the London Stock Exchange's market for listed
securities. It is expected that such admission will take effect and that
dealings will commence in new Trafficmaster Shares on the first dealing day
following the day on which the Offer becomes or is declared unconditional in all
respects other than as regards the condition relating to such admission becoming
effective. Certificates for new Trafficmaster Shares to be issued to Yeoman
Group Shareholders will be despatched no later than 14 days after the Offer
becomes or is declared unconditional in all respects or 14 days after receipt of
a valid acceptance of the Offer, whichever is later. Temporary documents of
title will not be issued pending the despatch by post of definitive certificates
for such new Trafficmaster Shares in accordance with the terms of the Offer.


If the Offer becomes, or is declared, unconditional in all respects and
sufficient acceptances are received and/or sufficient Yeoman Group Shares are
otherwise acquired, Trafficmaster intends to apply the provisions of Sections
428 to 430F (inclusive) of the Act to acquire compulsorily any outstanding
Yeoman Group Shares to which the Offer relates not acquired or agreed to be
acquired pursuant to the Offer or otherwise.


It is also intended that, following the Offer becoming or being declared wholly
unconditional and subject to any applicable requirements of the UK Listing
Authority, Trafficmaster will procure that Yeoman Group applies to the London
Stock Exchange for the admission to trading of the Yeoman Group Shares to be
cancelled. It is anticipated that such cancellations will take effect no earlier
than 20 business days after the Offer becomes or is declared unconditional in
all respects.


Delisting would significantly reduce the liquidity and marketability of any
Yeoman Group Shares in respect of which acceptances of the Offer are not
submitted.


12.    General


The Offer will be subject to the applicable requirements of the City Code.  The
Offer Document containing the full terms and conditions of the Offer will be
posted to Yeoman Group Shareholders later today.


This announcement does not constitute an offer or invitation to purchase or
subscribe for any securities.


Save as set out in this announcement, neither Trafficmaster, nor any Director of
Trafficmaster, nor, so far as Trafficmaster is aware, any party presumed to be
acting in concert with any of them, owns or controls any Yeoman Group Shares or
holds any options to purchase Yeoman Group Shares or has entered into any
derivative referenced to securities of Yeoman Group which remain outstanding.


The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of other jurisdictions.  Such persons should inform
themselves about and observe any applicable requirements of those jurisdictions.


The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without limitation,
telephone, facsimile, telex, internet or other forms of electronic
communication) of interstate or foreign commerce of, or 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 use, means,
instrumentality or facility or from within these jurisdictions. Accordingly,
copies of this announcement and any offer documents are not being, and must not
be, mailed, transmitted or otherwise forwarded, distributed, or sent, in whole
or in part, in, into or from, the United States, Canada, Australia or Japan.


The new Trafficmaster Shares to be issued in connection with the Offer have not
been, nor will they be, registered under the US Securities Act, or under the
securities laws of any state of the United States; the relevant clearances have
not been, and will not be, obtained from the securities commission of any
province or territory of Canada; no prospectus has been or will be, lodged with,
or registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; and the new Trafficmaster Shares have not been,
nor will they be, registered under or offered in compliance with the applicable
securities laws of any state, province, territory or jurisdiction of Canada,
Australia or Japan. Accordingly, the new Trafficmaster Shares may not be
offered, sold or delivered, directly or indirectly, in or into the United States
or (unless an exemption under relevant securities laws applies), in or into
Canada, Australia or Japan or any other jurisdiction outside the United Kingdom
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, a person located in the United States, Canada, Australia or Japan.


This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities in the United States, Canada, Australia or Japan or
in any other jurisdiction in which such an offer or solicitation would be
unlawful.


The bases and sources of certain financial information contained in this
announcement are set out in Appendix II and definitions of certain expressions
used in this announcement are contained in Appendix III.


Enquiries:

Trafficmaster                                  Tel:       01234 759300
David Martell
Nigel Bond


Bridgewell                                     Tel:       020 7003 3000
(Financial adviser to Trafficmaster)
Allan Bertie
Simon Bridges


Financial Dynamics                             Tel:       020 7831 3113
(Public relations adviser to Trafficmaster)
Ben Atwell
Lucy Briggs


Yeoman Group                                   Tel:       01590 679777
Vincent Geake
Charles Marshall


Gavin Anderson & Co                            Tel:       020 7554 1400
(Public relations adviser to Yeoman Group)
Neil Bennett
Keith Brookbank



Bridgewell, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Trafficmaster and no one else in connection with the
Offer and will not be responsible to anyone other than Trafficmaster for
providing the protections afforded to customers of Bridgewell Limited or for
giving advice in relation to the Offer.


Brewin Dolphin, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Yeoman Group and no one else in connection
with the Offer and will not be responsible to anyone other than Yeoman Group for
providing the protections afforded to customers of Brewin Dolphin Securities
Limited, or for giving advice in relation to the Offer.


Appendix I


Conditions and further terms of the Offer



1.        The Offer will be subject to the following conditions:



(a)    valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. (London time) on 8 April 2004 (or such later time(s)
and/or date(s) as Trafficmaster may, subject to the rules of the City Code,
decide) in respect of not less than 90% per cent. (or such lower percentage as
Trafficmaster may decide) in nominal value of the Yeoman Group Shares to which
the Offer relates, provided that this condition will not be satisfied unless
Trafficmaster shall have acquired or agreed to acquire (whether pursuant to the
Offer or otherwise) Yeoman Group Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at a general meeting of
Yeoman Group, including for this purpose (to the extent, if any, required by the
Panel) any such voting rights attaching to any Yeoman Group Shares that are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise; and for this
purpose:



(i)       the expression "Yeoman Group Shares to which the Offer relates" shall
be construed in accordance with sections 428 to 430F of the Act; and



(ii)      Yeoman Group Shares which have been unconditionally allotted shall be
deemed to carry the voting rights which they will carry upon issue;



(b)      admission of the new Trafficmaster Shares (i) to listing on the
Official List of the UK Listing Authority becoming effective in accordance with
the Listing Rules of the UK Listing Authority and (ii) to trading on the London
Stock Exchange's market for listed securities becoming effective in accordance
with paragraph 2.1 of the Admission and Disclosure Standards made by the London
Stock Exchange from time to time, or (if Trafficmaster so determines and subject
to the consent of the Panel) the UK Listing Authority and the London Stock
Exchange agreeing to admit such shares to listing and trading respectively
subject to allotment of such shares and/or the Offer becoming or being declared
unconditional in all respects;



(c)      without limitation to condition (d) below, the Office of Fair Trading
having indicated, in terms satisfactory to Trafficmaster acting reasonably, that
it is not the intention of the Secretary of State for Trade and Industry to
refer the Acquisition, or any matters arising from the Acquisition, to the
Competition Commission;



(d)     no Third Party having intervened and there not continuing to be
outstanding any statute, regulation or order of any Third Party in each case
which would or might reasonably be expected (in any case, to an extent which is
material and adverse in the context of the Wider Trafficmaster Group or the
Wider Yeoman Group, as the case may be, in each case taken as a whole) to:



(i)      make the Offer, its implementation or the acquisition or proposed
acquisition by Trafficmaster or any member of the Wider Trafficmaster Group of
any shares or other securities in, or control or management of, Yeoman Group or
any member of the Wider Yeoman Group void, illegal and/or unenforceable in any
relevant jurisdiction, or otherwise directly or indirectly restrain, prevent,
prohibit, restrict or delay the same or impose additional conditions or
obligations with respect to the Offer or such acquisition, or otherwise impede,
challenge or interfere with the Offer or such acquisition, or require amendment
to the terms of the Offer or the acquisition or proposed acquisition of any
Yeoman Group Shares or the acquisition of control of Yeoman Group or the Wider
Yeoman Group by Trafficmaster;




(ii)     limit or delay the ability of any member of the Wider Trafficmaster
Group or any member of the Wider Yeoman Group to acquire or to hold or to
exercise effectively, directly or indirectly, all or any rights of ownership in
respect of shares or other securities (or the equivalent) in, or to exercise
voting or management control over, any member of the Wider Yeoman Group or any
member of the Wider Trafficmaster Group;



(iii)    require, prevent or delay the divestiture or alter the terms envisaged
for any proposed divestiture by any member of the Wider Trafficmaster Group of
any shares or other securities in Yeoman Group;



(iv)    require, prevent or delay the divestiture or alter the terms envisaged
for any proposed divestiture by any member of the Wider Trafficmaster Group or
by any member of the Wider Yeoman Group of all or any portion of their
respective businesses, assets or properties or limit the ability of any of them
to conduct any of their respective businesses or to own or control any of their
respective assets (including shares or other securities (or the equivalent) in
Yeoman Group, any other member of the Wider Yeoman Group or any member of the
Wider Trafficmaster Group) or properties or any part thereof;



(v)     require any member of the Wider Trafficmaster Group or of the Wider
Yeoman Group to acquire, or to offer to acquire, any shares or other securities
(or the equivalent) in any member of the Wider Trafficmaster Group or the Wider
Yeoman Group (other than Yeoman Group) owned by any third party;



(vi)    limit the ability of any member of the Wider Trafficmaster Group or of
the Wider Yeoman Group to conduct or integrate or co-ordinate its business, or
any part of it, with the businesses or any part of the businesses of any other
member of the Wider Trafficmaster Group or of the Wider Yeoman Group;



(vii)   result in any member of the Wider Yeoman Group or the Wider
Trafficmaster Group ceasing to be able to carry on business under any name under
which it presently does so; or



(viii)  otherwise materially and adversely affect the business, assets, profits,
financial or trading position or prospects of any member of the Wider Yeoman
Group or of the Wider Trafficmaster Group,



and all applicable waiting and other time periods during which any Third Party
could intervene under the laws of any relevant jurisdiction having expired,
lapsed or been terminated;



(e)      all notifications and filings which are necessary having been made, all
appropriate waiting and other time periods (including any extensions of such
waiting and other time periods) under any applicable legislation or regulation
of any relevant jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory or regulatory obligations in any relevant
jurisdiction having been complied with in each case in connection with the Offer
or the acquisition or proposed acquisition of any shares or other securities in,
or control of, Yeoman Group or any other member of the Wider Yeoman Group by any
member of the Wider Trafficmaster Group or which would have a material and
adverse effect on the business of any member of the Wider Yeoman Group;



(f)       all Authorisations which are necessary in any relevant jurisdiction
for or in respect of the Offer or the acquisition or proposed acquisition of any
shares or other securities in, or control of, Yeoman Group or any other member
of the Wider Yeoman Group by any member of the Wider Trafficmaster Group or the
carrying on by any member of the Wider Yeoman Group of its business having been
obtained, in terms and in a form reasonably satisfactory to Trafficmaster, from
all appropriate Third Parties or from any persons or bodies with whom any member
of the Wider Yeoman Group has entered into contractual arrangements in each case
where the absence of such Authorisation would have a material adverse effect on
the Wider Yeoman Group taken as a whole and all such Authorisations remaining in
full force and effect and there being no notice or intimation of any intention
to revoke, suspend, restrict, modify or not to renew any of the same;



(g)     except as publicly announced by Yeoman Group (by the delivery of an
announcement to a Regulatory Information Service) prior to 4 February 2004 or as
fairly disclosed in writing to Trafficmaster or its professional advisers by or
on behalf of Yeoman Group prior to 4 February 2004, there being no provision of
any arrangement, agreement, licence, permit, franchise or other instrument to
which any member of the Wider Yeoman Group is a party, or by or to which any
such member or any of its assets is or are or may be bound, entitled or subject
or any circumstance, which, in each case as a consequence of the Offer or the
acquisition or proposed acquisition of any shares or other securities in, or
control of, Yeoman Group or any other member of the Wider Yeoman Group by any
member of the Wider Trafficmaster Group or otherwise, could or might reasonably
be expected to result in, (in any case to an extent which is or would be
material in the context of the Wider Yeoman Group taken as a whole):



(i)       any monies borrowed by or any other indebtedness or liabilities
(actual or contingent) of, or any grant available to, any member of the Wider
Yeoman Group being or becoming repayable or capable of being declared repayable
immediately or prior to its stated repayment date or the ability of any member
of the Wider Yeoman Group to borrow monies or incur any indebtedness being
withdrawn or inhibited or becoming capable of being withdrawn;



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



(iii)    any such arrangement, agreement, licence, permit, franchise or
instrument, or the rights, liabilities, obligations or interests of any member
of the Wider Yeoman Group thereunder, being, or becoming capable of being,
terminated or adversely modified or adversely affected or any adverse action
being taken or any obligation or liability arising thereunder;



(iv)    any asset or interest of any member of the Wider Yeoman Group being or
falling to be disposed of or ceasing to be available to any member of the Wider
Yeoman Group or any right arising under which any such asset or interest could
be required to be disposed of or could cease to he available to any member of
the Wider Yeoman Group otherwise than in the ordinary course of business;



(v)     any member of the Wider Yeoman Group ceasing to be able to carry on
business under any name under which it presently does so or, so far as the
Yeoman Group Directors are aware having made reasonable enquiry, any person
presently not able to carry on business under any name under which any member of
the Wider Yeoman Group presently does becoming able to do so;



(vi)    the creation of liabilities (actual or contingent) by any member of the
Wider Yeoman Group; or



(vii)   the financial or trading position or the prospects or the value of any
member of the Wider Yeoman Group being prejudiced or adversely affected; and



(viii)  no event having occurred which, under any provision of any such
arrangement, agreement, licence, permit or other instrument, could result in any
of the events or circumstances which are referred to in paragraphs (i) to (vii)
of this condition (g) in any case to an extent which is or would be material in
the context of the Wider Yeoman Group taken as a whole;



(h)      since 30 September 2003 and except as disclosed in Yeoman Group's
annual report and accounts for the year then ended, or as otherwise publicly
announced by Yeoman Group (by the delivery of an announcement to a Regulatory
Information Service) prior to 4 February 2004 or as otherwise fairly disclosed
in writing to Trafficmaster by or on behalf of Yeoman Group prior to 4 February
2004 no member of the Wider Yeoman Group having:



(i)       issued or agreed to issue, or authorised the issue of, additional
shares of any class, or securities convertible into or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares or
convertible securities other than as between Yeoman Group and wholly-owned
subsidiaries of Yeoman Group and other than any options granted as disclosed to
Trafficmaster prior to 4 February 2004 and any shares issued upon the exercise
of any options granted under any of the Yeoman Group Option Schemes;



(ii)      purchased or redeemed or repaid any of its own shares or other
securities or reduced or made any other change to any part of its share capital;



(iii)     recommended, declared, paid or made any bonus (not, for the avoidance
of doubt, including bonuses to employees in the ordinary course of business),
dividend or other distribution whether payable in cash or otherwise (other than
to Yeoman Group or a wholly-owned subsidiary of Yeoman Group);



(iv)     made or authorised any change in its loan capital which is or would be
material in the context of the Wider Yeoman Group taken as a whole;



(v)     (other than any acquisition or disposal in the ordinary course of
business or a transaction between Yeoman Group and a wholly-owned subsidiary of
Yeoman Group) merged with, demerged or acquired any body corporate, partnership
or business or acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any right, title or interest in
any assets (including shares in any undertaking and trade investments) or
authorised the same (which in any case is material in the context of the Wider
Yeoman Group taken as a whole);



(vi)     issued or authorised the issue of, or made any change in or to, any
debentures or (except in the ordinary course of business) incurred or increased
any indebtedness or liability (actual or contingent) which in any case is
material in the context of the Wider Yeoman Group taken as a whole;



(vii)    entered into, varied, or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which:



(A)   is of a long term, onerous or unusual nature or magnitude or which is or
could involve an obligation of such nature or magnitude; or



(B)   could restrict the business of any member of the Wider Yeoman Group; or



(C)   is other than in the ordinary course of business



and which in any such case is material in the context of the Wider Yeoman Group
taken as a whole;



(viii)  entered into, implemented, effected or authorised any merger, demerger,
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement in respect of itself or another member of the Wider Yeoman Group
otherwise than in the ordinary course of business which in any case is material
in the context of the Wider Yeoman Group taken as a whole;



(ix)     entered into or varied the terms of, any contract, agreement or
arrangement with any of the directors of Yeoman Group or (to the extent it is
material in the context of the Wider Yeoman Group taken as a whole) senior
executives of any member of the Wider Yeoman Group;



(x)      taken any corporate action or had any legal proceedings instituted or
threatened against it or petition presented or order made for its winding-up
(voluntarily or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of all or any material part of its assets and revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction which in any case is material in the context of the Wider Yeoman
Group taken as a whole;



(xi)     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 in any case which is or would be material in
the context of the Wider Yeoman Group taken as a whole;



(xii)    waived or compromised any claim which is material in the context of the
Wider Yeoman Group taken as a whole;



(xiii) made any alteration to its memorandum or articles of association;



(xiv)  entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) or proposed or
announced any intention with respect to any of the transactions, matters or
events referred to in this condition (h);



(i)       since 30 September 2003 and except as disclosed in Yeoman Group's
annual report and accounts for the year then ended, or as otherwise publicly
announced by Yeoman Group (by the delivery of an announcement to a Regulatory
Information Service) prior to 4 February 2004, or as otherwise fairly disclosed
in writing to Trafficmaster by or on behalf of Yeoman Group prior to 4 February
2004:



(i)      there having been no adverse change in the business, assets, financial
or trading positions or profit or prospects of any member of the Wider Yeoman
Group which in any such case is material in the context of the Wider Yeoman
Group taken as a whole;



(ii)     no contingent or other liability of any member of the Wider Yeoman
Group having arisen or become apparent or increased which in any such case is
material and adverse in the context of the Wider Yeoman Group taken as a whole;



(iii)    no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Yeoman Group is or may become a
party (whether as plaintiff, defendant or otherwise) having been threatened,
announced, implemented or instituted by or against or remaining outstanding
against or in respect of any member of the Wider Yeoman Group which in any such
case is material and adverse in the context of the Wider Yeoman Group taken as a
whole; and



(iv)    (other than as a result of the Offer) no enquiry or investigation by, or
complaint or reference to, any Third Party having been threatened, announced,
implemented, instituted by or against or remaining outstanding against or in
respect of any member of the Wider Yeoman Group which in any such case is
material and adverse in the context of the Wider Yeoman Group taken as a whole;



(j)       Trafficmaster not having discovered:



(i)      that any financial or business or other information concerning the
Wider Yeoman Group disclosed at any time by or on behalf of any member of the
Wider Yeoman Group, whether publicly, to any member of the Wider Trafficmaster
Group or otherwise, is misleading or contains any misrepresentation of fact or
omits to state a fact necessary to make any information contained therein not
misleading and which was not subsequently corrected before 4 February 2004 by
disclosure either publicly or otherwise to Trafficmaster to an extent which in
any such case is material and adverse in the context of the Wider Yeoman Group
taken as a whole;



(ii)     that any member of the Wider Yeoman Group is subject to any liability
(actual or contingent) which is not disclosed in Yeoman Group annual report and
accounts for the financial year ended 30 September 2003 and which in any such
case is material and adverse in the context of the Wider Yeoman Group taken as a
whole; or



(iii)    any information which affects the import of any information disclosed
at any time by or on behalf of any member of the Wider Yeoman Group to an extent
which is material and adverse in the context of the Wider Yeoman Group taken as
a whole;



(k)      Trafficmaster not having discovered:



(i)      that save as fairly disclosed either publicly or to Trafficmaster by or
on behalf of Yeoman Group prior to 4 February 2004 any past or present member of
the Wider Yeoman Group has not complied with any applicable legislation or
regulations of any relevant jurisdiction with regard to the use, treatment,
handling, storage, transport, release, disposal, discharge, spillage, leak or
emission of any waste or hazardous substance or any substance likely to impair
the environment or harm human health, or otherwise relating to environmental
matters or the health and safety of any person, animal or creature, or that
there has otherwise been any such use, treatment, handling, storage, transport,
release, disposal, discharge, spillage, leak or emission (whether or not this
constituted a non-compliance by any person with any legislation or regulations
and wherever the same may have taken place) which, in any case, would be likely
to give rise to any liability (whether actual or contingent, civil or criminal)
or cost on the part of any member of the Wider Yeoman Group which in any case is
material in the context of the Wider Yeoman Group taken as a whole;



(ii)     that save as fairly disclosed either publicly or to Trafficmaster by or
on behalf of Yeoman Group prior to 4 February 2004 there is, or is likely to be,
any liability, whether actual or contingent, to make good, alter, improve,
repair, reinstate, clean up or otherwise assume responsibility for any property
now or previously owned, occupied, made use of or in respect of which a
guarantee or other similar obligation has been assumed by any past or present
member of the Wider Yeoman Group or any other property or clean up any
controlled waters or other pollution caused by its occupation or control of any
such property under any environmental legislation, regulation, notice, circular,
order or other lawful requirement of any relevant authority or third party or
otherwise which in any such case is material in the context of the Wider Yeoman
Group taken as a whole; or



(iii)     save as fairly disclosed either publicly or to Trafficmaster by or on
behalf of Yeoman Group prior to 4 February 2004 that circumstances exist whereby
a person or class of persons would be likely to have a claim 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 Wider
Yeoman Group which is or would be material in the context of the Wider Yeoman
Group taken as a whole.



For the purpose of these conditions:



(a)      "Authorisations" means authorisations, orders, grants, recognitions,
determinations, certificates, confirmations, consents, licences, clearances,
provisions and approvals;



(b)      "Third Party" means any government, government department or
governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, authority (including any national anti-trust or merger
control authority), court, trade agency, association, institution or
professional or environmental body or any similar person or body whatsoever in
any relevant jurisdiction;



(c)      a Third Party shall be regarded as having "intervened" if it has
decided to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any statute,
regulation, decision or order or taken any measures or other steps or required
any action to be taken or information to be provided or otherwise having done
anything and "intervene" shall be construed accordingly.



2.         Certain further terms of the Offer



Subject to the requirements of the Panel, Trafficmaster reserves the right to
waive all or any of the above conditions, in whole or in part, except conditions
1(a) and 1(b). If the Panel requires Trafficmaster to make an offer for Yeoman
Group Shares under the provisions of Rule 9 of the City Code, Trafficmaster may
make such alterations to the conditions of the Offer, including to condition 1
(a), as are necessary to comply with the provisions of that Rule.



Each of conditions 1(a) to 1(k) shall be regarded as a separate condition and
shall not be limited by reference to any other condition.



The Offer will lapse unless conditions 1(b) to 1(k) inclusive have been
fulfilled or (if capable of waiver) waived by midnight on the day which is 21
days after the later of (i) the first closing date of the Offer and (ii) the
date on which condition 1(a) is fulfilled or becomes or is declared fulfilled
(or such later date as Trafficmaster, with the consent of the Panel, may agree).
Trafficmaster shall be under no obligation to waive (if so capable of waiver) or
treat as fulfilled any of the conditions 1(b) to 1(k) until the latest date for
the fulfillment of such conditions referred to in the previous sentence
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfillment.



If the Offer lapses, the Offer will cease to be capable of further acceptance
and the Yeoman Group Shareholders accepting the Offer and Trafficmaster shall
thereupon cease to be bound by acceptances delivered on or before the date on
which the Offer so lapses.



The Offer will lapse if the acquisition of Yeoman Group by Trafficmaster is
referred to the Competition Commission before the later of 3.00 p.m. (London
time) on 8 April 2004 and the date when the Offer becomes or is declared
unconditional as to acceptances. In such a case, Trafficmaster shall thereupon
cease to be bound by acceptances delivered on or before the date on which the
Offer lapses.



The Yeoman Group Shares which are the subject of the Offer will be acquired by
Trafficmaster fully paid and free from all liens, charges, equitable interests,
encumbrances and other third party rights and/or interests of any nature
whatsoever and together with all rights now or hereafter attaching thereto,
including the right to receive and retain all dividends, interest and other
distributions declared, made or paid hereafter save as set out in this
announcement.



The Offer will be on the terms and will be subject to the conditions which are
set out above and those terms and conditions which will be set out in the Offer
Document and in the Form of Acceptance and such further terms as may be required
to comply with the Listing Rules of the UK Listing Authority, the London Stock
Exchange and the provisions of the City Code.  The Offer and any acceptances
thereunder will be governed by English law and will be subject to the
jurisdiction of the courts of England.



Fractions of new Trafficmaster Shares will not be allotted or issued pursuant to
the Offer.



Appendix II



Sources and bases




(i)       Unless otherwise stated, financial information concerning Yeoman Group
has been derived from the Yeoman Group Annual Report and Accounts.



(ii)      Unless otherwise stated, financial information concerning
Trafficmaster has been derived from the Trafficmaster Annual Report and Accounts
and the Trafficmaster Preliminary Results Announcement.



(iii)     References to the value of the Offer are based on 22,600,987 Yeoman
Group Shares in issue and to be issued. The Closing Price of Yeoman Group is
derived from the Daily Official List for the relevant date.



The following table sets out, for illustrative purposes only, on the bases and
assumptions set out in the notes below, the financial effects on capital value
for a holder of 100 Yeoman Group Shares validly accepting the Offer, assuming
the Offer becomes or is declared unconditional in all respects.  To date neither
Yeoman Group nor Trafficmaster has paid dividends on their shares, and as such
there is no financial effect on gross income for holder of Yeoman Group Shares


                                                     Notes             Offer (£)

(i)   Decrease in capital value 
      (based on Trafficmaster share price of 92 pence)

      Market value of 11.88 Trafficmaster shares        1               10.93
      Market value of 100 Yeoman Group shares           3               14.00
      Decrease in capital value                                         (3.07)
      Representing a decrease of                                        (21.93%)

(ii)  Decrease in capital value 
      (based on Trafficmaster share price of 80 pence)

      Market value of 11.88 Trafficmaster shares        2               9.50
      Market value of 100 Yeoman Group shares           3               14.00
      Decrease in capital value                                         (4.50)
      Representing a decrease of                                        (32.11%)




Notes:



1.     The market value of Trafficmaster Shares is based on the Closing Price of
a Trafficmaster Share of 92 pence as derived from the Daily Official List at the
close of business on 3 February 2004 (the last practicable day prior to the
Announcement).



2.     The market value of Trafficmaster Shares is based on the Closing Price of
a Trafficmaster Share of 80 pence as derived from the Daily Official List at the
close of business on 16 March 2004 (the last practicable day prior to the
release of this announcement).



3.     The market value of Yeoman Group Shares based on the Closing Price of a
Yeoman Group Share of 14 pence as derived from the Daily Official List at the
close of business on 3 February 2004 (the last practicable day prior to the
Announcement).



4.     No liability to taxation has been taken into account.




Appendix III



Definitions



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


"Acquisition"                    means the proposed acquisition of Yeoman Group by Trafficmaster to be
                                 effected by means of the Offer;


"Announcement"                   means the announcement by Yeoman Group that it had received an approach
                                 dated 4 February 2004;


"Brewin Dolphin"                 means Brewin Dolphin Securities Limited;


"Bridgewell"                     means Bridgewell Limited;


"certificated" or "in            means a share or other security which is not in uncertificated form (as
certificated form"               defined below);


"City Code"                      means the City Code on Takeovers and Mergers;


"Closing Price"                  means the closing middle market quotation of the relevant share as derived
                                 from the Daily Official List;


"Companies Act" or "Act"         means Companies Act 1985 (as amended);


"Daily Official List"            means the daily official list of the London Stock

                                 Exchange;


"dealing day"                    means any day on which the London Stock Exchange is open for business in
                                 the trading of securities admitted to the Official List;


"Enlarged Trafficmaster Group"   means Trafficmaster Group as enlarged by the Acquisition;




"Form of Acceptance"             means the form of acceptance and authority for use in connection with the
                                 Offer and which is to be dispatched with the Offer Document;


"Listing Rules"                  means the listing rules of the UK Listing Authority;


"London Stock Exchange"          means London Stock Exchange plc;


"Offer"                          means the recommended offer made by Bridgewell on behalf of Trafficmaster
                                 on the terms and subject to the conditions set out in this announcement
                                 and the terms to be set out in the Offer Document and the Form of
                                 Acceptance to acquire all of the Yeoman Group Shares (including where the
                                 context admits, any subsequent revision, variation, extension or renewal
                                 of such offer);


"Offer Document"                 means the document to be sent to Yeoman Group Shareholders;


"Official List"                  means the Official List of the UK Listing Authority;


"Panel"                          means the Panel on Takeovers and Mergers;


"Regulatory Information Service" means any of the services set out in Schedule 12 to the Listing Rules;


"Substantial Interest"           means a direct or indirect interest in 20 per cent. or more of the voting
                                 equity capital of an undertaking;


"Trafficmaster"                  means Trafficmaster Plc, incorporated in England and Wales with registered
                                 number 02292714;


"Trafficmaster Group"            means Trafficmaster and its subsidiary undertakings;


"Trafficmaster Preliminary       means the preliminary results of Trafficmaster for the year ended 31
Results"                         December 2003 announced through a Regulatory Information Service on 18
                                 March 2004;


"Trafficmaster Shareholders"     means holders of Trafficmaster Shares;


"Trafficmaster Shares"           means ordinary shares of 5 pence each in the capital of Trafficmaster;


"Trafficmaster Share Option      means the Trafficmaster 1998 Plan, the Trafficmaster Approved Share Option
Schemes"                         Scheme and the Trafficmaster Unapproved Share Option Scheme;


"Trafficmaster Annual Report and means the annual report and accounts of Trafficmaster for the two years
Accounts"                        ended 31 December 2002;


"UK" or "United Kingdom"         means the United Kingdom of Great Britain and Northern Ireland;


 "uncertificated" or "in         means recorded on the relevant register of the share or security concerned
uncertificated form"             as being held in uncertificated form in CREST, and title to which, by
                                 virtue of the Regulations, may be transferred by means of CREST;


"United States of America", "US" means the United States of America, its possessions and territories, any
or "United States"               State of the United States and the District of Columbia;


"US Securities Act"              means the United States Securities Act of 1933. as amended;


"Wider Yeoman Group"             means Yeoman Group and the subsidiaries and subsidiary undertakings of
                                 Yeoman Group and associated undertakings (including any joint venture,
                                 partnership, firm or company in which any member of the Yeoman Group is
                                 interested) or any undertaking in which Yeoman Group and such undertakings
                                 (aggregating their interests) have a Substantial Interest;


"Wider Trafficmaster Group"      means Trafficmaster and the subsidiaries and subsidiary undertakings of
                                 Trafficmaster and associated undertakings (including any joint venture,
                                 partnership, firm or company in which any member of the Trafficmaster
                                 Group is interested) or any undertaking in which Trafficmaster and such
                                 undertakings (aggregating their interests) have a Substantial Interest;


"Yeoman Group"                   means Yeoman Group Plc, incorporated in England and Wales with registered
                                 number 3248317 and where the context requires its subsidiary undertakings;


"Yeoman Group Annual Report and  means the annual report and accounts of Yeoman Group for the three years
Accounts"                        ended 30 September 2003;


"Yeoman Group Option Schemes"    means  the Yeoman Group EMI Scheme, the Yeoman Group Approved Scheme and
                                 the Yeoman Group Unapproved Scheme;

"Yeoman Group Shareholders"      means holders of Yeoman Group Shares;


"Yeoman Group Shares"            means the existing unconditionally allotted or issued and fully paid (or
                                 credited as a fully paid) ordinary shares of 25 pence each in the capital
                                 of Yeoman Group and any further such shares which are unconditionally
                                 allotted or issued before the Offer closes or before such earlier date as
                                 Trafficmaster (subject to the City Code) may determine not being earlier
                                 than the date on which the Offer becomes or is declared unconditional as
                                 to acceptances;





For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "
undertaking" and "associated undertaking" have the respective meanings given by
the Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the
Act).














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