RNS Number:2588R
Stirling Group PLC
23 October 2003


Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan

                             Recommended cash offer
                                      for
                               Stirling Group plc
                                       by
                             PricewaterhouseCoopers
                                  on behalf of
                          Potter Acquisitions Limited



                      Offer declared wholly unconditional
                                        

The directors of Potter Acquisitions Limited ("Potter") and the Independent
Directors of Stirling Group plc ("Stirling") announce that all conditions of the
Offer made by PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") on behalf of
Potter for Stirling have now either been satisfied or waived. Accordingly, the
Offer is now unconditional in all respects. The Offer will remain open for
acceptance until further notice.

As at 1.00pm on 23 October 2003, valid acceptances of the Offer had been
received in respect of a total of 77,275,866 Stirling Shares, representing
approximately 90.97 per cent. of Stirling's issued share capital. Of these
acceptances, those relating to 10,193,005 Stirling Shares (representing
approximately 12.0 per cent. of Stirling's issued share capital) had been
received from persons acting, or deemed to be acting, in concert with Potter.
Save as disclosed in this announcement, or in the Offer update announcement on
15 October 2003, neither Potter nor any person acting, or deemed to be acting,
in concert with Potter owned or controlled any Stirling Shares (or rights over
such shares) immediately prior to the commencement of the Offer Period, or has
acquired or agreed to acquire (other than pursuant to the Offer) any Stirling
Shares (or rights over such shares) during the Offer Period.

Settlement of the consideration due to accepting Stirling Shareholders will be
despatched by no later than 6 November 2003 in respect of Stirling Shares for
which valid and complete acceptances of the Offer were received on or before
3.00pm on 23 October 2003. Settlement of consideration in respect of acceptances
received after 3.00pm on 23 October 2003 will be despatched within 14 days after
the receipt of a valid Form of Acceptance complete in all respects.

As stated in the Offer Document, Potter intends, if it receives acceptances
under the Offer in respect of 90% or more of the Stirling Shares to which the
Offer relates, to exercise its right pursuant to the provisions of Sections 428
to 430F of the Companies Act 1985 ("the Act") to compulsorily acquire the
remaining Stirling Shares for which valid acceptances of the Offer have not been
received. It is furthermore Potter's intention to procure that Stirling applies
for cancellation of the trading of Stirling Shares on the London Stock
Exchange's main market for listed securities and of the listing of Stirling
Shares on the Official List. It is anticipated that such cancellation will take
effect no earlier than 20 November 2003 which is twenty business days from the
date of this announcement. A resolution will be proposed to re-register Stirling
as a private company under the relevant provisions of the Act as soon as such
cancellation has taken effect.

Stirling Shareholders who wish to accept the Offer, but have not already done
so, should return their completed Form(s) of Acceptance as soon as possible.
Words and expressions defined in the Offer document dated 23 September 2003 have
the same meaning in this announcement unless the context otherwise requires.
PricewaterhouseCoopers, which is authorised by the Financial Services Authority
for investment business activities, is acting exclusively for Potter and no one
else in connection with the Offer and will not be responsible to anyone other
than Potter for providing the protections afforded to customers of
PricewaterhouseCoopers or for giving advice in relation to the Offer.

The directors of Potter accept responsibility for the information contained in
this announcement and, to the best of their knowledge and belief (having taken
all reasonable care to ensure that such is the case), the information contained
in this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

23 October 2003



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

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