<pre> Part 3 : For preceding part double-click [nRn2P1603Z] harm human health which non-compliance would be likely to give rise to any material liability or cost (whether actual or contingent) on the part of any member of the Wider Westcity Group or Berkshire; (ii) any past or present member of the Wider Westcity Group has not received any notice from a Third Party that there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Westcity Group under any environmental legislation, regulation, notice or circular or under any Third Party in any jurisdiction and which is material in the context of the Wider Westcity Group taken as a whole. 3. Westcity and Berkshire have agreed that, subject as stated in paragraph 4 below, the Acquisition Proposal is also conditional upon the Conditions in paragraph 2 above being satisfied at or waived prior to the time the office copy of the Court Order is delivered to the Registrar of Companies and, accordingly, the office copy of the Court Order will not be delivered to the Registrar of Companies and the Scheme will not become effective unless such Conditions are satisfied or waived at such time. 4. Other terms of the Acquisition Proposal Subject to the requirements of the Panel, Berkshire reserves the right to waive, in whole or in part, all or any of the above conditions except condition 1. Subject to the requirements of the Panel, the Acquisition Proposal will lapse and the Scheme will not become effective unless the conditions set out above are fulfilled or satisfied or (if capable of waiver) waived by Berkshire or, where appropriate, have been determined by Berkshire in its reasonable opinion to be or to remain satisfied by the date on which the Court Hearing takes place or such date as Westcity and Berkshire may agree and the Court may approve. Each of conditions 2 (a) to (f) shall be regarded as a separate condition and shall not be limited by reference to any other condition. If Berkshire is required by the Panel to make an offer for Westcity Shares under the provisions of Rule 9 of the City Code, Berkshire may make such alterations to the conditions as are necessary to comply with the provisions of that Rule, including (without limitation) an acceptance condition of more than 50 per cent. of the Westcity Shares to which the Takeover Offer relates. The Acquisition Proposal and the Scheme will be governed by English law. The City Code applies to the Acquisition Proposal. appendix II SOURCES AND BASES OF INFORMATION In this announcement: * The value placed by the cash element of the Acquisition Proposal on the existing issued share capital, and other statements made by reference to the existing share capital, of Westcity are based on 74,299,301 Westcity Shares in issue, being the number of shares in issue publicly stated by Westcity on 15 September 2009. * Unless otherwise stated, the financial information and other information on Westcity included in this announcement has been extracted or derived, without material adjustment, from the audited consolidated financial statements and unaudited interim statements, for Westcity for the relevant financial periods. * Unless otherwise stated, all historic share prices quoted for Westcity Shares have been sourced from the Daily Official List and represent closing middle market prices for Westcity Shares on the relevant dates. appendix iii details of irrevocable undertakings The following table sets out the Directors who have provided irrevocable undertakings to vote in favour of the Scheme Resolutions and the Delisting Resolution, the number of Westcity Shares that these Directors held at the date of this announcement and whether they have irrevocably undertaken to accept the Cash Offer or elect for the Unlisted Share Alternative. Director Shares held subject to the irrevocable undertakings % of total Votes eligible to be cast at the Court Meeting % of total Votes eligible to be cast at the General Election for Unlisted Share Alternative Meeting Ira Rapp 4,000,000+ N/A* 5.4% YES Sir Harry Solomon 2,000,000 4.4% 2.7% NO Rex Wood-Ward 233,790 0.5% 0.3% YES TOTAL 6,000,000 4.9% 8.4% + The 4,000,000 Westcity Shares are registered in the name of Westcity Properties Limited. Westcity Properties Limited is a wholly-owned subsidiary of Candice Limited. Ira Rapp is the sole shareholder of Candice Limited. * Ira Rapp has only provided an irrevocable undertaking to vote in favour of the Delisting Resolution and the other resolutions to be proposed at the General Meeting. As he is acting in concert with Berkshire and Chapman, he is precluded from voting at the Court Meeting under the City Code. The following table sets out the other shareholders who have provided irrevocable undertakings to vote in favour of the Scheme Resolutions and the Delisting Resolution, the number of Westcity Shares that these other shareholders held at the date of this announcement and whether they have irrevocably undertaken to accept the Cash Offer or elect for the Unlisted Share Alternative. Shareholder Shares held subject to the irrevocable undertakings % of total Votes eligible to be cast at the Court Meeting % of total Votes eligible to be cast at the General Election for Unlisted Share Alternative Meeting Chapman 24,808,657 N/A* 33.4% YES Silnom Nominees Ltd 2,400,000 5.3% 3.2% YES Rock (Nominees) Limited 1,853,000 4.1% 2.5% NO Bernard Cue, Peter Boycott and Paul Cooke (as joint 1,382,000 3.0% 1.9% NO holders) Bbhisl Nominees Limited 4,155,306 9.1% 5.6% NO Credo Capital Plc 2,850,000 6.3% 3.8% NO TOTAL 37,448,963 27.8% 50.4% * Chapman has only provided an irrevocable undertaking to vote in favour of the Delisting Resolution and the other resolutions to be proposed at the General Meeting. As Chapman is acting in concert with Berkshire and Ira Rapp, it is precluded from voting at the Court Meeting under the City Code. appendix iv definitions In this announcement, the following words and expressions have the following meanings, unless the context requires otherwise: 1985 Act means the Companies Act 1985, as amended 2006 Act means the Companies Act 2006 Acquisition Proposal means the recommended offer made by Berkshire to acquire the entire issued ordinary share capital of Westcity by way of the Cash Offer and the Unlisted Share Alternative to be implemented by the Scheme AIM the AIM market operated by the London Stock Exchange AIM Rules the rules published by the London Stock Exchange relating to AIM, as amended from time to time Berkshire Berkshire Bidco Limited, a company incorporated in England and Wales with registered number 06937709 Berkshire Fundraising the intended fundraising to be undertaken by Berkshire after the Scheme is implemented in order to raise a maximum sum of £8 million from Berkshire shareholders Berkshire Shares means ordinary shares of 1 pence each in the capital of Berkshire Board or Westcity Board means the Directors of Westcity as at the date of this announcement Bridging Loan the £6,000,000 loan facility agreement entered into between Berkshire (as borrower) and Chapman (as lender) on 10 September 2009 and as amended on 15 September 2009 Business Day means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in the City of London Cash Consideration means the cash consideration due to Shareholders under the Cash Offer in connection with the cancellation of their Scheme Shares pursuant to the Scheme Cash Offer the offer by Berkshire to pay 13 pence in cash to Shareholders for each Westcity Share pursuant to the Scheme Chapman Chapman International Investments Limited, a company incorporated in the British Virgin Islands with registered number 319961 Chapman Loan the loan facility agreement entered into between the Company (as borrower) and Chapman (as lender) on 4 June 2008. City Code means the City Code on Takeovers and Mergers Closing Price middle market closing price of a Westcity Share as derived from the Daily Official List Companies Acts together the 1985 Act and the 2006 Act Conditions means the conditions of the Acquisition Proposal set out in Appendix I of this announcement Court means the High Court of Justice in England and Wales Court Hearing means the hearing by the Court of the application to sanction the Scheme and the application to confirm the Reduction of Capital and to grant the Court Order Court Meeting the meeting of the Scheme Shareholders to be convened by order of the Court pursuant to Part 26 of the 2006 Act to consider and, if thought fit, approve the Scheme including any adjournment hearing. Court Order means the order of Court sanctioning the Scheme under Part 26 of the 2006 Act and confirming the Reduction of Capital under section 137 of the 1985 Act Daily Official List the daily official list of the London Stock Exchange Delist or Delisting the proposed cancellation of admission of the Westcity Shares to trading on AIM Delisting Resolution the special resolution numbered to be proposed at the General Meeting for the Delisting of the Company subject to: (i) the Scheme Resolutions not being passed at the Meetings; and/or (ii) the Scheme not becoming effective in accordance with its terms by 5.00 p.m. (London time) on 31 December 2009; Directors or Westcity Directors means Michael Tannenbaum, Ira Rapp, Michael Rapp, Sir Harry Solomon and Rex Wood-Ward Effective Date means the day on which the Scheme becomes effective in accordance with the terms of the Scheme Financial Services Authority or FSA means the Financial Services Authority of the UK in its capacity as the competent authority for the purposes of Part VI of Financial Services Market Act 2000 (as amended) and in the exercise of its functions in respect of admission to the Official List otherwise than in accordance with Part VI of the said Act Fund Stonehage Westcity Property Fund Limited, a company incorporated in Jersey, Channel Islands with registered number 93918 General Meeting means the extraordinary general meeting of the Shareholders at which the Special Resolution and the Delisting Resolution will be proposed for adoption by the Shareholders Group or Westcity Group Westcity and its subsidiaries, and, following the Effective Date, shall include Berkshire Horwath Clark Whitehill Horwath Clark Whitehill LLP Implementation Agreement means the implementation agreement made between Westcity and Berkshire dated 15 September 2009 relating to, amongst other things, the implementation of the Acquisition Proposal and the Scheme KBC Peel Hunt means KBC Peel Hunt Ltd London Stock Exchange means London Stock Exchange plc Manco Stonehage Westcity Management Company Limited, a company incorporated in Jersey, Channel Islands with registered number 93919 Meetings means the Court Meeting and the General Meeting and Meeting means either of them New Westcity Shares means the new ordinary shares of 1 pence each in the capital of Westcity to be issued and credited as fully paid pursuant to the Scheme Offer Period means the date commencing on 24 August 2009 and ending on the Effective Date Overseas Shareholders means Shareholders whose registered addresses are outside the UK or who are citizens or residents of countries other than the UK Panel means The Panel on Takeovers and Mergers Pounds or £ or GB£ or sterling means UK pounds sterling, the lawful currency of the UK Reduction of Capital means the reduction of the share capital of Westcity associated with the cancellation and extinguishing of the Scheme Shares provided for in the Scheme under section 135 of the 1985 Act Registrar of Companies means the Registrar of Companies in England and Wales Regulatory Information Service means any of the services set out in schedule 12 of the Listing Rules Scheme or Scheme of Arrangement means the scheme of arrangement proposed to be made under Part 26 of the 2006 Act between Westcity and the holders of Scheme Shares as set out in the Scheme Document, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Westcity and Berkshire and incorporating a reduction of capital under section 135 of the 1985 Act Scheme Document the document to be addressed to, among others, Shareholders containing, among other things, the Scheme, and the notices of the Meetings Scheme Record Time means 6.00 p.m. on the day prior to the Court Hearing Scheme Resolutions the resolutions (other than the Delisting Resolution) to be proposed at the Meetings to approve and give effect to the Scheme Scheme Shareholders means the holders of Scheme Shares Scheme Shares means: (i) the Westcity Shares in issue at the date of the Scheme Document; (ii) any Westcity Shares issued after the date of this Scheme Document and before the Voting Record Time; and (iii) any Westcity Shares issued at or after the Voting Record Time but on or before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, save in each case any Westcity Share(s) registered in the name of Berkshire Shareholders means the holders of Westcity Shares Special Resolution means the Special Resolution (other than the Delisting Resolution) to be proposed at the General Meeting to approve, amongst other things, the Scheme have the meanings given by the 2006 Act Subsidiary and subsidiary undertaking has the meaning given to it in Part 28 of the 2006 Act Takeover Offer means the United Kingdom of Great Britain and Northern Ireland United Kingdom or UK the facility provided under the Acquisition Proposal whereby a Unlisted Share Alternative Shareholder may elect, in respect of all (but not some only) of their Westcity Shares, to receive one Berkshire Share for each Westcity Share held by such Shareholder, in lieu of the Cash Consideration to which he would otherwise be entitled under the terms of the Cash Offer the United States Securities Exchange Act of 1934, as amended, US Exchange Act and rules and regulations thereunder a holder of the applicable security including a US Person who US Holder is resident in the United States, where securities held on record by persons resident in the United States shall be determined as provided in Rule 12g5-1 of the US Exchange Act, except that securities held on record by a broker, dealer, bank or nominee for any of them for the accounts of customers resident in the United States shall be counted as held in the United States by the number of separate accounts for which the securities are held a US Person as defined in Rule 902(k) under Regulation S of the US Person US Securities Act, including, but not limited to, any natural person in the United States the United States Securities Act of 1933, as amended, and rules US Securities Act and regulations thereunder means 6.00 p.m. on the day which is two days before the date of Voting Record Time the Court Meeting or, if such Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the day of such adjourned meeting means Westcity plc a company incorporated in England and Wales Westcity or the Company with registered number 00164213 means ordinary shares of 1 pence each in the capital of Westcity Shares Westcity means collectively the Westcity 1995 Share Option Scheme, the Westcity Share Schemes Westcity Equity Partnership Plan and the Westcity 2006 Share Option Plan the Westcity Group, Manco and the Fund Wider Westcity Group This information is provided by RNS The company news service from the London Stock Exchange END SOASFWFSMSUSEIU </pre>