MercoPress. South Atlantic News Agency

FIH set to takeover Portsmouth Harbour Ferry

The Portsmouth Harbour Ferry Company PLC Board announced Wednesday that it recommends PHFC shareholders to accept the takeover offer from Falkland Islands Holdings PLC with any of two options, either Full Cash Alternative or the Part Cash Alternative.

Actually the Portsmouth Harbour Ferry Company PLC ('PHFC') announced last November 25 that it had received a proposal from a potential purchaser of its business and assets.

The Board of PHFC at the time announced it had considered and rejected the FIH proposal.

FIH made its Offer for PHFC October 11, and after it was rejected subsequently improved the terms of the offer.

However by mutual agreement between PHFC and Falkland Islands Holdings plc ('FIH') and with the consent of the Takeover Panel, the Offer by FIH for PHFC has been extended to 1.00pm on 23 December 2004

The revised terms of the offer give PHFC shareholders a choice of: 7 New FIH Shares for every PHFC Share, currently worth £46.55 (*); the Part Cash Alternative, £25 in cash and £10 in Loan Notes and The Full Cash Alternative, £35 in cash

On 11 October 2004, the date of the announcement of the Offer, FIH was the beneficial holder of 61,149 PHFC Shares representing approximately 26.59% of PHFC's issued share capital.

Between 11 October 2004 and 3.00pm on 7 December 2004, FIH purchased 22,908 PHFC

Shares representing approximately 9.96% of PHFC's issued share capital and is now the beneficial holder of 84,057 PHFC Shares representing approximately 36.55% of its issued share capital.

As at 3.00pm 7 December 2004 acceptances of the Offer had been received (and not withdrawn) in respect of 15,293 PHFC Shares (6.64% of PHFC's issued share capital). As stated above FIH already holds 36.55% of PHFC's issued share capital. Thus the total percentage of acceptances received (and not withdrawn) and PHFC Shares held is currently 43.19% of PHFC's issued share capital.

(*) Based on the mid-market price of 665p per FIH Share at the close of business on 7 December 2004.