RNS Number:7821H
Scarlett Retail Group Limited
20 February 2003

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


For immediate release                                           20 February 2003


                         Scarlett Retail Group Limited

                        Recommended increased cash offer

                                for Allders plc

             INCREASED OFFER DECLARED UNCONDITONAL IN ALL RESPECTS


The board of Scarlett Retail announces that by 3.00 p.m. (GMT) today, valid
acceptances under the Increased Offer had been received in respect of a total of
38,692,099 Allders Shares, representing approximately 49.4 per cent. of the
existing issued share capital of Allders.  Accordingly, Scarlett Retail and its
associates now own, or have received valid acceptances in respect of, a total of
59,427,099 Allders Shares, representing approximately 75.9 per cent. of the
existing issued share capital of Allders.

All of the conditions to the Increased Offer have now either been satisfied or,
where permitted, waived.  Accordingly, the Increased Offer has today been
declared unconditional in all respects.

Settlement of the consideration due under the Increased Offer in respect of
valid acceptances received on or before 3.00 p.m. (GMT) on 20 February 2003 will
be despatched by 6 March 2003, and in the case of valid acceptances received
after such date, within fourteen days of receipt of such acceptance, valid and
complete in all respects.

Notice is also hereby given in accordance with the requirements of the Listing
Rules that the twenty business days notice period for the cancellation of the
listing of the Allders Shares on the Official List of the UK Listing Authority
("de-listing") and for the cancellation of trading in Allders Shares on the
London Stock Exchange's market for listed securities has now commenced.
Accordingly, it is expected that such de-listing and cancellation will take
effect on 20 March 2003 or as soon as is practicable thereafter.

The Increased Offer remains open for acceptances until further notice.  Allders
Shareholders who have not yet accepted the Increased Offer should complete and
return their New Forms of Acceptances as soon as possible.

Enquiries

Lehman Brothers Europe Limited (Financial adviser to Scarlett Retail)           020 7601 0011
John McIntyre
Warwick Ball

HSBC (Financial adviser to Minerva and to Scarlett Retail)                      020 7991 8888
Rupert Faure Walker
Mark Harrison

The directors of Scarlett Retail and Minerva 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 herein for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such
information.

Definitions used in the Increased Offer Document dated 7 February 2003 and in
the Original Offer Document dated 23 December 2002 have the same meaning when
used in this announcement, unless the context requires otherwise.

Save in respect of 19,560,000 Allders Shares held by the Minerva Group
(representing approximately 25.0 per cent. of the existing issued share capital
of Allders), neither Scarlett Retail nor any person acting in concert with
Scarlett Retail held any Allders Shares (or rights over Allders Shares) prior to
the commencement of the Offer Period on 21 November 2002.  Since that date, save
in respect of an additional 1,175,000 Allders Shares acquired by the Minerva
Group (representing approximately 1.5 per cent. of the existing issued share
capital of Allders) and other than as referred to herein and in the update
circular sent to Allders Shareholders on 30 January 2003, neither Scarlett
Retail nor any person acting in concert with Scarlett Retail has acquired or
agreed to acquire any Allders Shares (or rights over Allders Shares) other than
pursuant to the Original Offer and the Increased Offer and no acceptances have
been received from persons acting in concert with Scarlett Retail.

Prior to the announcement of the Original Offer on 19 December 2002, Scarlett
Retail had received irrevocable undertakings to accept (or procure the
acceptance of) the Original Offer from all of the directors of Allders who hold
Allders Shares in respect of their and their immediate families' entire holdings
of Allders Shares, totalling 512,797 Allders Shares, representing in aggregate
approximately 0.7 per cent. of the existing issued share capital of Allders.  In
addition, on 4 February 2003, Scarlett Retail received an irrevocable
undertaking from TBH to accept the Increased Offer in respect of its entire
holding of 8,485,000 Allders Shares, representing approximately 10.8 per cent.
of the existing issued share capital of Allders.  Valid acceptances complete in
all respects have been received in respect of all the Allders Shares subject to
such irrevocable undertakings, and these are included in the total of valid
acceptances received as at 3.00 p.m. (GMT) on 20 February 2003 referred to
above.

The Minerva Group currently owns 20,735,000 Allders Shares, representing
approximately 26.5 per cent. of the existing issued share capital of Allders,
which it has agreed to sell to Scarlett Retail conditional upon the Increased
Offer becoming or being declared unconditional in all respects (together with
all such additional Allders Shares which may be held by the Minerva Group at the
date of completion of such sale).

Lehman Brothers Europe Limited, which is regulated in the United Kingdom by The
Financial Services Authority, is acting for Scarlett Retail and no one else in
connection with the Increased Offer and the matters referred to herein and will
not be responsible to anyone other than Scarlett Retail for providing the
protections afforded to customers of Lehman Brothers Europe Limited nor for
providing advice in relation to the Increased Offer or any other matters
referred to herein.

HSBC, which is regulated in the United Kingdom for the conduct of investment
business by The Financial Services Authority, is acting for Minerva and Scarlett
Retail and no one else in connection with the Increased Offer and the other
matters referred to herein and will not be responsible to anyone other than
Minerva or Scarlett Retail for providing the protections afforded to customers
of HSBC nor for providing advice in relation to the Increased Offer or any other
matters referred to herein.

The Increased Offer is not being made, directly or indirectly, in or into
Canada, Australia or Japan and, subject to certain exemptions, the Increased
Offer is not capable of acceptance in or from Canada, Australia or Japan.  In
addition, the Increased Offer is not being made, directly or indirectly, in or
into or by the use of the mails or by any means or instrumentality (including,
without limitation, by means of telephone, facsimile, telex, internet or other
forms of electronic transmission) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, or in or into, the United
States and, subject to certain exceptions, the Increased Offer is not capable of
acceptance by any such use, means, instrumentality or facilities or from the
United States.  Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in, into or from the
United States, Canada, Australia or Japan.  Custodians, nominees and trustees
should observe these restrictions and must not send or distribute this
announcement in, into or from the United States, Canada, Australia, or Japan.

This announcement does not constitute an offer or an invitation to purchase any
securities.


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

OUPURAWROURUUAR