<pre>http://pdf.reuters.com/Regnews/regnews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20090824:RnsX8304X . RNS Number : 8304X Westcity PLC 24 August 2009 Westcity PLC Possible offer for Westcity PLC 24 August 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. Statement regarding a possible cash offer and share alternative for Westcity PLC ("Possible Offer") Westcity PLC ("Westcity" or the "Company") today announces that it has received an initial approach from a newly formed company Berkshire Bidco Ltd ("Berkshire") incorporated by Westcity's largest shareholder, Chapman International Investments Ltd ("Chapman"), regarding a possible offer for all of the issued share capital of the Company and which, if made, would be priced at no less than 12 pence cash per Westcity ordinary share and would include an unlisted share alternative under which shareholders would be entitled to elect to receive, in respect of all (but not some) of their Westcity shares, 1 Berkshire share for each Westcity share in lieu of the cash consideration. The Possible Offer is not designed to achieve a controlling interest by Chapman in Westcity, although this could be the ultimate result. The Possible Offer is designed to facilitate the delisting of Westcity in a manner that will enable those Westcity shareholders who do not wish to remain invested in an unlisted company, a mechanism to exit prior to the delisting at a premium to the current share price. None of the Directors of Westcity would be regarded as independent in the context of a Takeover Code regulated transaction. Consequently any recommendation given by KBC Peel Hunt in connection with this Possible Offer would be addressed directly to Westcity shareholders. It is expected that the Possible Offer, if made, would be implemented by way of a scheme of arrangement between Westcity and its shareholders. As a result of the current economic crisis, the Stonehage Westcity Property Fund Limited suspended further acquisition and development activity in mid-2008. Due to this Westcity's fee income has decreased substantially. As a result, Westcity has significantly reduced its overhead and other variable costs. In the 12 months to 31 December 2008 the ongoing costs attached to Westcity's AIM listing exceeded Westcity's quarterly income from fund activities. The Company is currently relying on a shareholder loan from Chapman to fund its ongoing expenses. Against this background, the Board has spent significant time evaluating different strategic alternatives for the Company. These deliberations have taken into account the current and anticipated financial position of the Company, the current and anticipated financial climate and the relative benefits of being a private limited company compared to the ongoing prohibitive and unsustainable costs associated with Westcity's AIM listing and reporting to over 1,500 shareholders (the majority of whom have individual shareholdings worth less than £100). Therefore, the Board believes that the costs of the Company's current listing outweigh the benefits and that, accordingly, it is in the best interests of the Company and its shareholders as a whole if Westcity is delisted and therefore better placed to implement a lower overhead structure. The Board has also taken into account the views of the shareholders. In particular, the Board believes some of its shareholders may want the opportunity to dispose of all their Westcity Shares prior to a delisting. The intention is for Westcity to issue its interim results for the six months ended 30 June 2009 in September. At that same time Berkshire is expecting to issue an announcement of a firm intention to make an offer. The Possible Offer remains conditional upon, inter alia, KBC Peel Hunt's review of the interim results which may or may not allow them to make a recommendation. In addition, Berkshire reserves its right to make an offer at less than 12 pence per share provided that KBC Peel Hunt would recommend such an offer. This announcement does not constitute an offer or invitation to purchase any securities nor an intention to make an offer under Rule 2.5 of the Code. Accordingly, there can be no certainty that any offer will ultimately be made even if the pre-conditions to the Possible Offer are satisfied or waived. Berkshire may, in its sole discretion, decide to proceed or not to proceed with the Possible Offer. KBC Peel Hunt Ltd. ("KBC"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Westcity and no one else in connection with the Possible Offer and will not be responsible to anyone other than Westcity for providing the protections afforded to clients of KBC or for providing advice in relation to the Possible Offer, or any matter referred to herein. In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following website www.westcityplc.co.uk For further information please contact: Westcity PLC + 44 (0) 20 7424 6700 Ira Rapp, Chief Executive Officer Michael Tannenbaum, Finance Director KBC Peel Hunt +44 (0) 20 7418 8900 Richard Kauffer Anthony Bell Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of the Company, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of the Company by the Company, or by any of its respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel. Disclosure in accordance with Rule 2.10: In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that it has 74,299,301 ordinary shares of 1 pence each in issue under the ISIN code GB00B188SK81. This information is provided by RNS The company news service from the London Stock Exchange END OFDEAFPFADENEFE </pre>