2000-07-18 National Express Group plc ('National Express') recommended offer for Prism Rail PLC ('Prism Rail') ()

2000-06-15 New Prism deal brings £20.5 million boost for rail (Shadow Strategic Rail Authority)

2000-06-15 New Prism deal paves way for Wales and Borders franchise (Shadow Strategic Rail Authority)

_______________________________________________________________

date 18 July 2000
source Prism Rail PLC
type Press release

Prism Rail PLC
Offer for Prism Rail Plc- Pt1
Prism Rail PLC
18 July 2000


PART 1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN


18 July 2000



NATIONAL EXPRESS GROUP PLC ('NATIONAL EXPRESS')
RECOMMENDED OFFER FOR PRISM RAIL PLC ('PRISM RAIL')

- The boards of National Express and Prism Rail announce that they have
agreed the terms of a recommended cash and share offer by National
Express for Prism Rail, the largest UK group dedicated solely to the
operation of train franchises.

- The Offer is 0.375 of a New National Express Share and 282.5 pence in
cash per Prism Rail Share which, taken together with a Special Dividend
of 40.0 pence:
- values each Prism Rail Share at 615.0 pence;
- values the fully diluted share capital of Prism Rail at
approximately £165.8 million; and
- represents a premium of 22.9 per cent. over the Closing Price of a
Prism Rail Share of 512.5 pence on 17 July 2000, the last dealing
day prior to this announcement, calculated on the basis set out in
Appendix III.

- A Mix and Match Election facility will be provided, which will allow
Prism Rail Shareholders to elect to vary the proportions in which they
receive New National Express Shares and cash (exclusive of the Special
Dividend).

- Shareholders will also be entitled to receive the Prism Rail Final
Dividend of 11.9 pence per Prism Share.

- National Express has received irrevocable undertakings to accept the
Offer from the directors, Other Founder Shareholders and certain
institutional shareholders of Prism Rail representing, in aggregate,
approximately 34.5 per cent. of Prism Rail's issued share capital.

- The combination of National Express and Prism Rail will create an
enlarged public transport group with:
- an enhanced portfolio of rail businesses with substantial growth
potential and strong cashflows;
- sufficient financial resources to participate successfully in the
current re-franchising of the UK passenger rail sector to the
benefit of both passengers and shareholders;
- an experienced management team with a well respected track record
within the sector; and
- a strong group of businesses committed to making public transport
the first choice travel option.

Commenting, Phil White, Chief Executive of National Express, said:

'The combination of National Express and Prism Rail represents an excellent
opportunity as we are enhancing National Express's position in the rail
sector of the UK's public transport market. The acquisition of two busy
London commuter businesses with strong growth prospects, and the longer
tenure of c2c (formerly LTS), will strengthen our operations. We believe we
can make a substantial contribution to the sSRA's franchise replacement
programme and are now well placed to meet expectations for improved rail
services for passengers. We look forward to working with the sSRA to help
them achieve their objectives.

I warmly welcome Prism Rail's management and employees to National Express
and look forward to working with them.'

Commenting, Giles Fearnley, Chief Executive of Prism Rail, said:

'This Offer recognises the strengths of the group that we have built up since
privatisation. Following our recent agreement with the sSRA, this Offer will
give access to greater investment to continue to improve the quality of
services offered to passengers. We are very pleased that we are joining
National Express and that together we will be at the forefront of reshaping
the rail industry in Britain.'

This summary should be read in conjunction with the text of the attached
announcement. Appendix III contains the bases and sources of certain
information set out in the announcement and Appendix IV contains the
definitions of certain terms used in the announcement.

Enquiries:

NATIONAL EXPRESS PRISM RAIL
Phil White, Chief Executive Giles Fearnley, Chief
William Rollason, Finance Executive
Director Mark Adams, Finance Director
Helen McCorry, Jeremy Simon, Corporate
Communications Manager Services Director

Telephone: 020 7529 2000 Telephone: 020 7213 9650


MERRILL LYNCH DRESDNER KLEINWORT BENSON
Mark Preston, Managing Richard Scholes, Director
Director Charles Batten, Director

Telephone: 020 7628 1000 Telephone: 020 7623 8000


FINANCIAL DYNAMICS GAVIN ANDERSON
Steve Jacobs Laurence Cook
Nicola Marsden Luisa Winnett

Telephone: 020 7831 3113 Telephone: 020 7457 2345


Presentations to analysts and press will be held today at City Presentation
Centre, 4 Chiswell Street, London, EC1Y 4UP at 9.30 a.m. and 11.30 a.m.
respectively.

Merrill Lynch International ('Merrill Lynch'), which is regulated in the
United Kingdom by The Securities and Futures Authority Limited, is acting
exclusively for National Express and no one else in connection with the Offer
and will not be responsible to anyone other than National Express for
providing the protections afforded to customers of Merrill Lynch or for
giving advice in relation to the Offer.

Kleinwort Benson Limited ('Dresdner Kleinwort Benson'), which is regulated in
the United Kingdom by The Securities and Futures Authority Limited is acting
exclusively for Prism Rail and no one else in connection with the Offer and
will not be responsible to anyone other than Prism Rail for providing the
protections afforded to customers of Dresdner Kleinwort Benson or for giving
advice in relation to the Offer.

The Offer will not be made, directly or indirectly, in or into, by use of the
mails or any means of instrumentality (including, without limitation,
facsimile transmissions, telex or telephone) of interstate or foreign
commerce of, or any facilities of a securities exchange of, the United States
nor is it being made in or into Canada, Australia, or Japan and the Offer
will not be capable of acceptance by any such use, means, instrumentality or
facilities or from or within the United States, Canada, Australia or Japan.
Accordingly, copies of the press announcement are not being, and must not be,
mailed or otherwise distributed or sent in or into or from the United States,
Canada, Australia or Japan and persons receiving the press announcement
(including custodians, nominees and trustees) must not distribute or send it
in, into or from the United States, Canada, Australia or Japan.



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN


18 July 2000


NATIONAL EXPRESS GROUP PLC ('NATIONAL EXPRESS')
RECOMMENDED OFFER FOR PRISM RAIL PLC ('PRISM RAIL')

1. Introduction

The boards of National Express and Prism Rail announce that they have agreed
the terms of a recommended cash and share offer, to be made by Merrill Lynch
on behalf of National Express, to acquire the entire issued and to be issued
share capital of Prism Rail.

The Offer, together with the Special Dividend, values each Prism Rail Share
at 615.0 pence and the fully diluted share capital of Prism Rail at £165.8
million based on the National Express share price of 780.0 pence as at 17
July 2000, the last dealing day prior to this announcement.

The directors of Prism Rail, who have been so advised by Dresdner Kleinwort
Benson, consider the terms of the Offer to be fair and reasonable. In
providing its advice to the directors of Prism Rail, Dresdner Kleinwort
Benson has taken into account the Prism Rail directors' commercial
assessments.

Accordingly, the directors of Prism Rail unanimously recommend Prism Rail
Shareholders to accept the Offer, as they (and certain connected persons and
related trusts) have irrevocably undertaken to do, or procured to be done, in
respect of their aggregate holdings of approximately 3.6 million Prism Rail
Shares, representing 13.8 per cent. of Prism Rail's issued share capital.
National Express has also received irrevocable undertakings to accept the
Offer from Other Founder Shareholders and certain institutional shareholders
of Prism Rail representing, in aggregate, approximately 20.7 per cent. of
Prism Rail's issued share capital.

National Express has received, therefore, undertakings to accept the Offer
from Prism Rail Shareholders representing, in aggregate, 34.5 per cent. of
Prism Rail's issued share capital.

2. The Offer and the Special Dividend

The Offer, which will be subject to regulatory approval and the conditions
and on the terms set out in Appendix I to this announcement and to be set out
in the Offer Document, will be made on the following basis:

For each Prism Rail Share 282.5 pence in cash

and

0.375 of a New National Express Share

and so in proportion for any number of Prism Rail Shares held. The Offer will
include a Mix and Match Election, as detailed in paragraph 3 below.

The Special Dividend, payable by Prism Rail to Prism Rail Shareholders if the
Offer becomes or is declared wholly unconditional, will be paid on the
following basis:

For each Prism Rail Share 40.0 pence in cash

In addition, Prism Rail Shareholders will be entitled to receive the Prism
Rail Final Dividend of 11.9 pence per Prism Rail Share. It is expected that
the Prism Rail Final Dividend will be paid on 25 August 2000 to Prism Rail
Shareholders on the register at the close of business on 28 July 2000.

The Offer, together with the Special Dividend, represents a premium of 22.9
per cent. over the Closing Price of a Prism Rail Share of 512.5 pence on 17
July 2000, the last dealing day prior to this announcement, calculated on the
basis set out in Appendix III.

The New National Express Shares to be issued pursuant to the Offer, which
will be listed on the Official List of the UK Listing Authority, will be
issued credited as fully paid and will rank pari passu with existing National
Express Shares, including the right to all dividends and other distributions
declared, paid or made hereafter.

3. Mix and Match Election

Prism Rail Shareholders (other than certain overseas shareholders) who
validly accept the Offer may elect, subject to availability, to vary the
proportions in which they receive New National Express Shares and cash
(excluding the Special Dividend) in respect of their holdings of Prism Rail
Shares. However, the maximum number of New National Express Shares to be
issued and the maximum amount of cash to be paid under the Offer will not be
varied as a result of the Mix and Match Election. Accordingly, National
Express's ability to satisfy Mix and Match Elections will be dependent upon
the extent to which other Prism Rail Shareholders make offsetting elections.

Prism Rail Shareholders who make Mix and Match Elections will not know the
exact number of New National Express Shares, or the amount of cash, which
they will receive until settlement of the consideration under the Offer. An
announcement will be made, when the Offer becomes or is declared wholly
unconditional, of the approximate extent to which Mix and Match Elections
will be satisfied. To the extent that elections cannot be satisfied in full,
they will be scaled down on a pro rata basis. To the extent that elections
can be satisfied, Prism Rail Shareholders will receive New National Express
Shares instead of cash and vice versa.

The Mix and Match Election will remain open until 3.00 p.m. on the first
closing date of the Offer. If the Offer is not then unconditional as to
acceptances, National Express may extend the Mix and Match Election to a
later date. If the Mix and Match Election has been closed, National Express
reserves the right to re-introduce a mix and match facility, subject to the
rules of the City Code. The Mix and Match Election is conditional upon the
Offer becoming or being declared wholly unconditional.

Details and further terms of the Mix and Match Election will be set out in
the Offer Document.

4. Irrevocable undertakings

National Express has received irrevocable undertakings to accept the Offer
from Prism Rail Shareholders in respect of Prism Rail Shares representing, in
aggregate, approximately 34.5 per cent. of Prism Rail's issued share capital,
as summarised below:

% of issued Prism Rail
Shares
Directors of Prism Rail 13.8
Other Founder 8.1
Shareholders
Institutional 12.6
shareholders
Total undertakings 34.5

The undertakings from certain institutional shareholders will cease to be
binding if a higher, competing offer from a third party, which exceeds the
value of the Offer, together with the Special Dividend, by at least 10 per
cent., is announced prior to 3.00 p.m. on the first closing date of the
Offer. The undertaking from one institutional shareholder will cease to be
binding if a higher offer from a third party, the value of which is equal to
or greater than 675 pence per Prism Rail Share in respect of a cash and share
offer or 660 pence per Prism Rail Share in respect of an all cash offer is
announced prior to 3.00 p.m. on the first closing date of the Offer. The
undertakings from the directors of Prism Rail and the Other Founder
Shareholders will remain binding notwithstanding the announcement of any
higher or competing offer from a third party.

The directors of Prism Rail and the Other Founder Shareholders have agreed
that they will elect to receive a minimum of 50 per cent. of their
consideration (excluding the Special Dividend), in respect of each of their
total shareholdings, in the form of New National Express Shares.

5. Background to and reasons for the Offer

Passenger volumes on the UK's rail network have grown by 30 per cent. in the
last five years and are expected to increase by a further 50 per cent. during
the next decade. National Express's management believes that the rail network
requires substantial improvement to cope with this increased growth. Against
this background, and the franchise replacement programme being undertaken by
the sSRA, there is a growing expectation of more capital investment. National
Express's management also believes that in order to deliver good quality
returns to its shareholders for such increased levels of capital investment,
any expansion of its rail portfolio should primarily comprise franchises
with:

- longer tenures;

- high passenger revenues; and

- significant revenue growth potential.

Prism Rail is the largest UK group dedicated solely to the operation of train
franchises. Prism Rail has recently signed an agreement with the sSRA that
will enable it to focus exclusively on its two London centred franchises, c2c
(London Fenchurch Street to Tilbury and Southend), (formerly known as 'LTS')
and the West Anglia business (London Liverpool Street to Stansted Airport,
Cambridge and Kings Lynn) of its West Anglia Great Northern ('WAGN')
franchise. As part of this agreement, Prism Rail has undertaken to invest
£20.5 million in c2c over the remaining period of its franchise, which runs
to 2011.

The acquisition of Prism Rail will enable National Express to enhance its
portfolio by adding two long-distance commuter businesses, an area of
business that National Express has successfully grown and developed since
privatisation. National Express has generated above average passenger
revenue growth from its franchises, through a combination of innovative
marketing and pricing initiatives together with investment of almost £350
million in 122 new trains and improved passenger facilities including
refurbishment of stations and rolling stock, security systems and new car
parks.

The acquisition of Prism Rail will also bring Stansted Express into the
already established Airport Express marketing alliance, a joint venture
between National Express and BAA plc, launched in early July 2000. The joint
venture will seek to integrate sales and marketing operations both in the UK
and overseas and allow Gatwick Express, Heathrow Express and now Stansted
Express to grow more quickly than they would as stand-alone entities.
Stansted is the UK's fastest growing airport: it has seen growth in passenger
numbers of over 30 per cent. per annum over the last three years and
passenger numbers are forecast to more than double over the next decade.
Stansted Express is also one of the UK's fastest growing rail services in
terms of passenger growth which was 37 per cent. for the 12 months ended 31
March 2000.

National Express's strong balance sheet, with net assets of £267.0 million at
31 December 1999, will be well placed to support Prism Rail's growth, both at
West Anglia and at c2c. National Express will honour Prism Rail's
undertaking to invest £20.5 million in c2c and will also evaluate other
schemes to increase business at both West Anglia and c2c. As part of the
arrangements of the Offer, National Express has agreed with the sSRA to
invest a further £25 million across all of its franchises. This investment
will include schemes which will benefit both passengers and shareholders.

The directors of National Express expect the acquisition of Prism Rail to be
immediately earnings enhancing prior to any potential synergies associated
with the transaction. This statement should not be construed as a profit
forecast or be interpreted to mean that the earnings per share of National
Express for the current or future years will necessarily match or exceed the
historical published earnings per share of National Express.

The combination of National Express and Prism Rail will create an enlarged
public transport group with:

- an enhanced portfolio of rail businesses with substantial growth
potential and strong cashflows;

- total turnover in excess of £1.0 billion from ongoing passenger rail
operations, providing critical mass and economies of scale;

- sufficient financial resources to participate successfully in the
current re-franchising of the UK passenger rail sector to the benefit of
both passengers and shareholders;

- an experienced management team with a well-respected track record within
the sector; and

- a strong group of businesses committed to making public transport the
first choice travel option.

6. Information on National Express

National Express is a leading international public transport group. Over 900
million passenger journeys are made worldwide on its bus, passenger train,
tram, coach and airport services each year.

National Express operates the largest number of passenger rail franchises in
the UK. The five franchises are Central Trains, Gatwick Express, Midland
Mainline, ScotRail and Silverlink. Since privatisation four years ago, these
companies have recorded increased passenger revenues, made significant
investment in rolling stock and have introduced a range of new services,
fares and marketing initiatives to stimulate demand.

In March this year the sSRA announced that Central Trains was to be included
in the second tranche of its franchise replacement programme. The National
Express Group will submit its bid and proposals for Central Trains' services
across its network to the sSRA at the end of July 2000.

National Express also operates urban bus networks primarily in the West
Midlands and Scotland. Its core operation, Travel West Midlands ('TWM'), is
the UK's largest urban bus network outside London. TWM's fleet of 1,800
vehicles serves 350 million passengers each year across 500 routes. TWM also
operates the new Midland Metro light railway rapid transit system which began
operating in May 1999.

National Express also runs the UK's largest national scheduled express coach
network, the UK's largest scheduled airport coach service and European
express coaches. It owns East Midlands Airport, England's fourth largest
regional airport and one of the UK's leading air cargo gateways, and the
smaller Bournemouth Airport.

In 1999, National Express significantly enhanced its profile as an
international passenger transport group through expansion into key overseas
markets. International operations now account for approximately 25 per cent.
of National Express's operations in terms of turnover. In the United States,
National Express became a significant operator in the private school bus
sector through the acquisition of Durham Transportation in August 1999. In
addition, National Express became the USA's second largest operator in the
privatised public transit sector in December 1999 when it acquired ATC Group.

In Australia, National Express acquired National Bus Company and Transport
Management Group in May 1999, which together operate bus services in Perth,
Melbourne, Sydney and Brisbane. In September 1999, National Express became
the largest private operator of public transport services in Australia when
it won three of the five franchises to operate train and tram services in
Victoria.

In April 2000, National Express acquired Stewart Airport, which is New York's
fourth largest airport. In May 2000, National Express announced the
acquisition of School Services & Leasing Inc. ('SSL'), the second largest
privately owned school bus company in the USA. Following the completion of
the acquisition of SSL, which is expected to take place in August 2000,
National Express will own and operate a combined fleet of over 11,000 buses
and will employ over 15,000 people in the USA.

For the year ended 31 December 1999, National Express reported turnover of
£1.5 billion, operating profit before exceptional items and goodwill of
£113.2 million and profit before tax of £107.4 million. As at 31 December
1999, National Express reported net assets of £267.0 million and employed
approximately 31,000 people.

7. Information on Prism Rail

Prism Rail is the largest UK group dedicated solely to the operation of rail
franchises. It currently holds four of the 25 UK passenger rail franchises.
In the year ended 31 March 2000, the total number of passenger journeys on
Prism Rail's network exceeded 111 million.

The four train operating companies currently owned by Prism Rail are c2c,
WAGN, Cardiff Railway and Wales & West.

On 15 June 2000, Prism Rail announced an arrangement with the sSRA to
restructure its existing franchise portfolio, under which Prism Rail would
surrender its loss-making Wales & West and Cardiff Railway franchises,
together with the Great Northern business of its WAGN franchise, with effect
from 31 March 2001. In return, Prism Rail agreed to commit £20.5 million (at
15 June 2000 prices) by way of further investment in the c2c franchise over
the remainder of its franchise term to 2011. This amount recognised the
significant losses which would have otherwise continued to be incurred at
Wales & West and Cardiff Railway during the remainder of their original
franchise terms, and the profit foregone as a result of the early surrender
of the Great Northern business of WAGN.

These arrangements cleared the way for Prism Rail to concentrate on putting
forward proposals for franchises to be offered as part of the replacement
process. In addition, it has facilitated the ability of the sSRA to create a
single franchise for Wales and the Welsh borders, as well as the creation of
a new Thameslink 2000 franchise.

For the year ended 31 March 2000, Prism Rail reported turnover of £481.4
million, operating profit before exceptional items of £10.6 million and
profit before tax of £11.4 million. As at 31 March 2000, Prism Rail reported
net assets of £45.0 million and employed approximately 4,000 people.

8. Further details of the Offer

The Offer will extend to all Prism Rail Shares unconditionally allotted or
issued on the date on which the Offer is made and any further Prism Rail
Shares unconditionally allotted or issued while the Offer remains open for
acceptance (or such earlier date as National Express may determine, not being
earlier than the date on which the Offer becomes unconditional as to
acceptances or, if later, the first closing date of the Offer).

Fractions of New National Express Shares will not be issuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuueme, would result in the
issue of approximately 10.1 million New National Express Shares to holders of
Prism Rail Shares and cash consideration, including the Special Dividend, of
approximately £87.0 million.

Further details of the financial effects of acceptance of the Offer are set
out in Appendix II.

9. Prism Rail Share Option Scheme

The Offer will extend to any Prism Rail Shares unconditionally allotted or
issued pursuant to the exercise of options under the Prism Rail Share Option
Scheme while the Offer remains open for acceptance. If the Offer becomes or
is declared wholly unconditional, appropriate proposals, including a cash
cancellation offer, will be made to holders of options over Prism Rail
Shares.

Arrangements will be made to ensure that holders of options over Prism Rail
Shares who exercise their options prior to the Offer closing will receive the
Special Dividend.

10. Management and employees

National Express has given assurances that the existing employment rights,
including pension rights, of the management and employees of Prism Rail will
be fully safeguarded.

11. Financing

National Express will finance the acquisition out of current cash balances.

12. Disclosure of interests in Prism Rail

Neither National Express nor any of the directors of National Express nor, so
far as National Express is aware, any party acting in concert with National
Express, owns or controls any Prism Rail Shares or holds any options to
purchase Prism Rail Shares or any derivative instrument referenced to
securities of Prism Rail. In view of the requirement for confidentiality,
National Express has not made any enquiries in this respect of certain parties
who may be deemed by the Panel to be acting in concert with it for the
purposes of the Offer.

13. Settlement and de-listing

The consideration will be dispatched no later than 14 days after the Offer
becomes or is declared unconditional in all respects. As soon as it is
appropriate and possible to do so and subject to the Offer becoming or being
declared unconditional in all respects, National Express intends to apply for
cancellation of the listing of Prism Rail Shares on the Official List of the
UK Listing Authority.

14. Overseas Prism Rail Shareholders

The availability of the Offer to Prism Rail Shareholders not resident in the
UK may be affected by the laws of the relevant jurisdiction. Persons who are
not resident in the UK should inform themselves about and observe any
applicable requirements.

15. Documentation

The Offer Document containing the full terms and conditions of the Offer will
be posted to Prism Rail Shareholders and, for information only, to holders of
options over Prism Rail Shares as soon as is practicable.

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

Enquiries:

NATIONAL EXPRESS PRISM RAIL
Phil White, Chief Executive Giles Fearnley, Chief
William Rollason, Finance Executive
Director Mark Adams, Finance Director
Helen McCorry, Jeremy Simon, Corporate
Communications Manager Services Director

Telephone: 020 7529 2000 Telephone: 020 7213 9650


MERRILL LYNCH DRESDNER KLEINWORT BENSON
Mark Preston, Managing Richard Scholes, Director
Director Charles Batten, Director

Telephone: 0202 7867 1000 Telephone: 020 7623 8000


FINANCIAL DYNAMICS GAVIN ANDERSON
Steve Jacobs Laurence Cook
Nicola Marsden Luisa Winnett

Telephone: 020 7831 3113 Telephone: 020 7457 2345


Merrill Lynch International ('Merrill Lynch'), which is regulated in the
United Kingdom by The Securities and Futures Authority Limited, is acting
exclusively for National Express and no one else in connection with the Offer
and will not be responsible to anyone other than National Express for
providing the protections afforded to customers of Merrill Lynch or for
giving advice in relation to the Offer.

Kleinwort Benson Limited ('Dresdner Kleinwort Benson'), which is regulated in
the United Kingdom by The Securities and Futures Authority Limited is acting
exclusively for Prism Rail and no one else in connection with the Offer and
will not be responsible to anyone other than Prism Rail for providing the
protections afforded to customers of Dresdner Kleinwort Benson or for giving
advice in relation to the Offer.

The Offer will not be made, directly or indirectly, in or into, by use of the
mails or any means of instrumentality (including, without limitation,
facsimile transmissions, telex or telephone) of interstate or foreign
commerce of, or any facilities of a securities exchange of, the United States
nor is it being made in or into Canada, Australia, or Japan and the Offer
will not be capable of acceptance by any such use, means, instrumentality or
facilities or from or within the United States, Canada, Australia or Japan.
Accordingly, copies of the press announcement are not being, and must not be,
mailed or otherwise distributed or sent in or into or from the United States,
Canada, Australia or Japan and persons receiving the press announcement
(including custodians, nominees and trustees) must not distribute or send it
in, into or from the United States, Canada, Australia or Japan.


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Railhub Archive ::: 2000-07-18 PRI-001