RNS Number:9849P
Rugby Estates PLC
19 September 2003

19 September 2003


                       RUGBY ESTATES PLC (the "Company")


   APPROVAL OF WAIVERS UNDER RULE 9 OF THE CITY CODE ON TAKEOVERS AND MERGERS


                            CIRCULAR TO SHAREHOLDERS



At the Company's annual general meeting, held on 25 June 2003, Shareholders
unanimously approved the renewal of the Company's authority to purchase up to
1,695,000 Shares (representing approximately 14.9% of the Company's issued share
capital at the date of the annual general meeting) in the market.  No Shares
have yet been purchased under this Authority.

For the purposes of Rule 9 of the Code, David Tye, the Chairman of the Company,
and his immediate family, related trusts and Cathedral Properties Limited, (the
"Concert Party") are together deemed to be currently holding 3,217,429 Shares
representing 28.28 per cent. of the issued share capital of the Company.  This
includes 525,661 Shares held by the Pension Scheme which have been deemed to be
attributable to the individual holdings of each of the executive Directors, of
which David Tye is one.

Consequently, if, at some point in the future, the Company were to purchase
654,044 of its Shares in accordance with the Authority and cancel the Shares so
acquired, then the Concert Party's shareholding would increase to at least 30
per cent. and in accordance with Rule 9 of the Code, it would be required to
make an offer for the entire issued share capital.

Similarly, if at some point in the future, David Tye were to acquire Shares by
exercising certain of his share options and/or by accepting an allocation of
Shares from the Company's All Employee Share Ownership Plan and the Company were
to exercise the Authority and cancel the Shares so acquired, then the Concert
Party's deemed shareholding might be increased to 30 per cent. or more and, in
accordance with Rule 9 of the Code, it would be required to make an offer for
the entire issued share capital of the Company.

The Independent Directors are therefore seeking the Independent Shareholders'
approval for certain Rule 9 waivers to be granted from the obligations that
would otherwise apply to the Concert Party in these circumstances.

A circular containing further details on the Rule 9 Waivers and giving notice of
an extraordinary general meeting to be held on 6 October 2003 in order to
approve the Rule 9 Waivers ("Circular") is being sent to Shareholders today.

Definitions used in the Circular also apply in this announcement.

Stephen Jones
Rugby Estates Plc
020 7623 2200

Stephanie Highett/ Dido Laurimore
Financial Dynamics
020 7831 3113



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