RNS Number:4126T
Big Food Group PLC
18 December 2003



                                                                18 December 2003


                                 The Big Food Group plc
                              Potential Offer for Londis


The Big Food Group plc announces that today it has written to all Londis
(Holdings) Limited ("Londis" or "the Company") shareholders with details of an
alternative offer that it intends to make for the Company if the offer for the
Company by Musgrave Investments Plc is rejected at the Londis EGM and court
meeting on 30 December 2003.



Under The Big Food Group proposal, Londis retail shareholders would receive
total consideration of #39.7 million against #19.8 million under the Musgrave
offer:-


                                        BFG Offer                Musgrave Offer

Londis retailers share:                 #39.7m                   #19.8m

A Londis retailer gets:                 #20,300 a share          #10,139 a share

Londis management gets:                 #0.6m                    #20.2m
TOTAL                                   #40.3m                   #40.0m



The Big Food Group's proposal follows a review of the opportunity to accelerate
its delivered wholesale strategy through the acquisition of Londis.  It is
anticipated that any offer would be financed through bank debt using existing
facilities.



In the last three years, the new management in The Big Food Group have pursued a
strategy which combines the strength of the Iceland and Booker businesses. This
strategy and the future demands from customers for convenience stores has always
included the development of a distribution network that can service a strong
chain of neighbourhood stores. The acquisition of Londis would satisfy that
objective bringing approximately #500 million of sales to the Group. The
transaction is expected to be earnings enhancing in 2004/5.



Bill Grimsey, CEO of The Big Food Group plc, commented:



"Big Food Group has been a long standing champion of independent retailers.  Our
proposal would fairly reward the retailers who have worked hard to build Londis.
  If our offer proceeds, Londis retailers can double the money they get for
their shares whilst benefiting from being part of The Big Food Group.  We
strongly urge them to reject the Musgrave offer that gives #20.2 million to just
four members of the Londis management team."




Enquiries:



The Big Food Group plc                 Tel: 020 7796 4133
Bill Grimsey, CEO
Bill Hoskins, FD



UBS Investment Bank                     Tel: 020 7567 8000
Michael Lacey-Solymar
Nic Hellyer





Hudson Sandler Limited                 Tel: 020 7796 4133
Andrew Hayes
Noemie de Andia



An analyst conference call will be held this morning at 11:30am.  For details
please call Lara Meinertzhagen at Hudson Sandler on 020 7796 4133.



About Londis :-



Londis is the UK's second largest symbol retailer after SPAR.  Membership of
Londis currently comprises approximately 1,956 individual businesses, with
around 2,200 outlets between them.  Turnover for the year to 31 January 2003 was
#510.8 million achieving operating profit of #3.8 million.





Text of Letter being sent today by George Greener, Chairman of The Big Food
Group plc to Londis Shareholders:





"Dear Londis Shareholder,



                          Offer for your Londis Shares





You will know that Musgrave is offering to buy each Londis share for


              #6,337      up front
              #3,802      as a deferred payment, subject to certain terms, after twelve months
making        #10,139





and that your Directors recommend you to accept that offer and vote for it at
two meetings to be held on 30 December 2003.





The Big Food Group ("BFG") has approached your Directors with a view to BFG
making an alternative, and higher, recommended offer for your share. Your
Directors have prevented that from happening so I am writing to you directly to
explain what we propose to offer to you.





Subject to certain bank consents, BFG proposes to offer to buy each Londis share
on the following terms, which ensures that you, rather than the management,
receive the bulk of the money for your company:





             #300    up front
           #10,000   up front, provided you were the registered holder of the share on 17 December 2003
            #5,000   after twelve months, provided you were the registered holder of the share on 17
                     December 2003 and have remained a Londis retailer for that period
            #5,000   after twenty-four months, provided you were the registered holder of the share on 17
                     December 2003 and have remained a Londis retailer for that period
making     #20,300





Under our offer, the amount you get, before any tax, is #10,261 more than you do
under Musgrave's offer - ie. more than double.



We believe that BFG would prove to be an excellent partner for the Londis
retailers. Our leading presence in the UK wholesale market provides us with an
even larger combined buying power than Musgrave supporting #5.5 billion of
sales, an equivalent product range and further advantages in chilled and frozen
products. In addition, BFG already supports a major position in independent
retailing including our own Premier fascia which we envisage will continue as a
separate format for the foreseeable future.



BFG will only be able to make this offer if, at the meetings on 30 December
2003, the resolutions to approve the Musgrave offer are defeated. Accordingly,
if you want to have the chance to accept the offer BFG plans to make, you should
vote against those resolutions - either by attending the meeting or by sending
in your proxy forms.



Your management has tried to discourage us from making any offer by pointing out
that their option rights give them 51% of the company on an acquisition and that
they can therefore block any offer for the company. However, we believe if the
Londis shareholders and the wider business community make clear their views on
tactics of this sort, your management will ultimately co-operate.



All you need to do is go to the meetings and vote against the resolutions or,
better still, use the proxy forms to reject the Musgrave offer. You can do this
even if you have already returned the proxy forms sent to you previously by your
Board and voted in favour of it. Enclosed are two new forms for you to use:



A white form of proxy for use in respect of the court meeting.



A yellow form of proxy for use in respect of the Extraordinary General Meeting.



To defeat the Musgrave offer, put "X" in the box marked "Against" on both forms
and sign them. We will call you and we will pick up the forms from you and
deliver them for you to avoid the problems of the Christmas post.



If you would like more information, call our freephone helpline (tel. 0800 035
0118)  which will be open from 8 am to 10 pm every day to 23 December 2003 or
look at BFG's presentation on its website (www.thebigfoodgroup.co.uk).



Yours sincerely









George Greener
Chairman
The Big Food Group plc"


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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