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2002-09-20 RTK-002
Railtrack Group plc

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Return of cash to Shareholders


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Railtrack plc



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Railtrack Group plc

Return of cash to Shareholders
_______________________________________________________________


date
20 September 2002
source Railtrack Group plc
type Press release



Directors estimate return of 252 to 260 pence per Share (previous
estimate 245 to 255 pence)*

First instalment of cash expected to be 200 to 220 pence per Share by
early January 2003 (previous estimate 160 to 180 pence)*

The balance (save for one pence per Share) expected before 31
December 2003*

Shares remain listed until 27 December 2002

Disposals of Railtrack PLC to Network Rail and the Group's interests
in the CTRL to LCR expected to complete in early October 2002

EGM to be convened for 18 October 2002 principally to consider the
solvent Members' Voluntary Liquidation of Railtrack Group and the
appointment of partners in Deloitte & Touche as Liquidators**

* subject to factors described in "Return of cash" in Part I of this
announcement

** subject to completion of the Disposals of Railtrack PLC and the Group's
interests in the CRTL sufficiently in advance of the EGM on 18 October


Commenting on the proposals, Geoffrey Howe, Chairman of Railtrack Group PLC, said:

"We expect the sale of Railtrack PLC to Network Rail and the sale of our
interests in CTRL to LCR to complete in early October. The Board's priority is
now to return cash to shareholders in a tax-efficient manner as quickly as
possible through a solvent liquidation of Railtrack Group."

"Over the summer the management team has worked successfully to maximise value for shareholders through the sale of various of the Group's other assets. As a result, the total cash now expected to be returned to shareholders is between 252 to 260 pence per share which is higher than previously estimated. In addition, the proposed first instalment of between 200 to 220 pence per share, expected to be made by early January 2003, represents a significant increase over our earlier expectations."



Enquiries

Railtrack Group: 020 7544 8435 / 07850 285471

Geoffrey Howe, Chairman

David Harding, Chief Executive

Sue Clark, Director of Corporate Affairs

Lehman Brothers: 020 7601 0011

John McIntyre

Anthony Odgers

Henry Phillips



Shareholders who have queries should contact the Shareholder helpline.

Shareholder helpline: 0870 702 0104


This summary should be read in conjunction with the full text of the attached
announcement.

An analysts' conference call will take place at 11.00 a.m. today on 020 8240
8243
(or +44 20 8240 8243 if you are calling from outside the UK). The pin number is
451772.


Lehman Brothers Europe Limited, which is regulated in the UK by the Financial
Services Authority, is acting for Railtrack Group PLC and no one else in
connection with the proposals described in this press release and will not be
responsible to anyone else for providing the protections afforded to the clients
of Lehman Brothers Europe Limited nor for providing advice in relation to such
proposals.



PART I



Proposed return of cash to Shareholders by means of a solvent Members' Voluntary
Liquidation, proposed reduction in the minimum number of directors and proposed change of name



Shareholders voted overwhelmingly in favour of the Disposals of Railtrack PLC
and the Group's interests in the Channel Tunnel Rail Link at an extraordinary
general meeting on 23 July.

The Board now expects that the Disposals will be completed in early October. The
Company will today be writing to Shareholders to set out further details of the
Board's plans for returning cash to Shareholders through a Solvent Liquidation,
to update them on the process for disposing of the Group's remaining assets and
to give them notice of an EGM which will take place on 18 October 2002. At this
meeting, Shareholders will be asked to place the Company into solvent Members'
Voluntary Liquidation, to approve a resolution to reduce the minimum number of
directors from four to two and to approve a resolution to change the name of the
Company.

Whilst the Board is keen to facilitate a quick return of cash, it believes that
it would be inappropriate to commence the Proposed Liquidation prior to
Completion of the Disposals. This is because, without the proceeds of the
Disposals and certain guarantees being released, the Board may be unable to make
the declarations necessary to commence the solvent Members' Voluntary
Liquidation. Shareholders should therefore note that the business to be
transacted by certain of the resolutions in the notice, being to commence the
Solvent Liquidation, can in the Board's view only properly be carried out at the
EGM on 18 October if the Disposals of Railtrack PLC and the Group's interests in
the CTRL have been completed sufficiently in advance of the meeting. Whilst the
Board believes that Completion will take place in early October, because there
are a number of parties to the agreements, it cannot guarantee that this will be
the case.

If Completion has not occurred sufficiently in advance of the EGM, the Board
believes that it may be appropriate for the EGM to be adjourned prior to
consideration of the resolutions regarding the Proposed Liquidation.

Developments since 27 June

Disposal of the Broadgate Development

Railtrack Group has sold its interest in the Broadgate Development, held by
Railtrack Developments Limited ("RDL"), to British Land for approximately 40
million in cash. British Land has released Railtrack Group from its guarantee of
the performance of RDL's investment in the Broadgate Development joint venture.
The net book value of Railtrack Group's interest in the Broadgate Development as
at 31 March 2002 was 31 million.

Disposal of Railtrack (Spacia) Limited

Railtrack Group has sold Railtrack (Spacia) Limited, which holds long term
leases over 130 railway arches, to Railtrack PLC for approximately 17 million
in cash. Railtrack Group has retained certain property interests which were
previously held through Railtrack (Spacia) Limited.

The net book value of the properties included in the sale of Railtrack (Spacia)
Limited as at 31 March 2002 was approximately 16.5 million. The net book value
of the retained properties as at 31 March 2002 was approximately 5.5 million.



Disposals of Railtrack PLC and the Group's interests in the CTRL

The Board expects the Disposals of Railtrack PLC and the Group's interests in
the CTRL to be completed in early October. However, because there are a number
of parties to the agreements, the Board cannot guarantee that this will be the
case. The Board expects that the Disposals will realise net cash proceeds for
the Group of 854 million, after a 6 million adjustment for the working capital
in Railtrack UK and estimated transaction costs of 15 million. This, together
with the sum of approximately 350 million due to be paid by Railtrack PLC to
the Group, would result in the Group's cash balance increasing by 1,204
million.

Completion of the Disposals is subject to the prior satisfaction of certain
conditions. The circular to Shareholders dated 27 June 2002 contained details of
these conditions, all of which have been satisfied, save for the following:

state aid clearance from the European Commission. The European
Commission announced on 17 July 2002 that the state funded financial support
measures in respect of the Railtrack PLC Disposal had been approved by the
European Commission on a "no aid" basis. HM Government and Network Rail stated
on 18 September 2002 that the European Commission had approved the state funded
financial support measures in respect of the CTRL Disposal. The Board expects
LCR to confirm that the state aid condition to the CTRL Disposal has been
satisfied by 30 September 2002 once HM Government and LCR's financiers have
completed their consideration of the European Commission decision;

release of the CTRL Financial Guarantees. The Board understands from
LCR that good progress has been made to date and expects this condition to be
satisfied in time to permit Completion to take place in early October;

approval of the change of control of Railtrack PLC by the Secretary
of State pursuant to the network station licences granted to Railtrack PLC. The
Board expects that this approval will be given prior to the discharge of the
Administration Order; and

discharge of the Administration Order. The Board expects that this
will be applied for once the conditions described above have been satisfied.

Due to the extended state aid approval process and after consultation with the
other parties to the Disposal Agreements, the Board now expects that the
Proposed Disposals will be completed in early October.

Remaining assets

Railtrack Developments Limited (RDL)

The Board is continuing to pursue options to maximise value from the remaining
assets of RDL and has retained Jones Lang LaSalle Corporate Finance as property
advisers to assist in this process. Whilst this process is now well underway,
with expressions of interest received from over 40 parties to date, the Board
does not expect it to complete before the end of the year.

Railtrack Telecoms Services Limited (RTS)

The Board is continuing to pursue options to realise value from RTS and is
progressing the litigation against Marconi Corporation plc in relation to the
Ultramast joint venture and the remaining shareholding of RTS in Easynet Group
Plc.

On 25 July 2002, the High Court ordered Marconi to pay into court 20 million
plus interest in respect of the claim by RTS against Marconi. The money is
currently being held by the High Court pending the High Court's determination of
certain claims Marconi has asserted against RTS and which RTS rejects.

Return of cash

Expected distribution

On 27 June 2002 the Board estimated that, were all Railtrack Group's assets to
be realised as expected and were no further liabilities to arise, Railtrack
Group would be able to return to Shareholders between 245 and 255 pence per
Share. The Board has made significant progress in realising various of the
Group's other assets (principally through the disposal of the Group's interest
in the Broadgate Development and Railtrack (Spacia) Limited, both sold at prices
in excess of their respective book values) and extinguishing its liabilities
(including certain inter-company balances owed to Railtrack PLC). As a result,
the Board, in consultation with the Proposed Liquidators, now estimates that,
were the Group's remaining assets to be realised as expected and were no further
liabilities to arise, Railtrack Group will be able to return to Shareholders
between 252 and 260 pence per Share. Further details on the return of cash
including factors which could affect the amount to be returned are set out
below.

Instalments

On 27 June 2002 the Board also stated that, subject to certain guarantees having
been released, it believed that a first instalment of 160 to 180 pence per Share
could be returned within four months of Completion of the Disposals of Railtrack
PLC and the Group's interests in the CTRL. The disposals of the Group's interest
in the Broadgate Development and Railtrack (Spacia) Limited have been completed
and the guarantee by Railtrack Group of certain obligations relating to the
Broadgate Development has been released earlier than the Board previously
expected. As a result, assuming that the guarantees relating to the CTRL are
released, that the Disposals of Railtrack PLC and the Group's interests in the
CTRL are completed sufficiently before the EGM and that the resolution to
commence the Proposed Liquidation is passed on 18 October 2002, the Board, in
consultation with the Proposed Liquidators, now believes that, were no further
liabilities to arise, the first instalment could be increased to 200 to 220
pence per Share and could be returned by early January 2003. Further details on
the return of cash including factors, which could affect the amount to be
returned, and the timing, are set out below.

The timing of further instalments of cash will depend on the amount and timing
of the realisation of value and the settlement of liabilities relating to RTS
and RDL and the timing of the agreement of any other liabilities including tax
liabilities. The Directors, in consultation with the Proposed Liquidators,
expect that further distributions representing the remainder of the total cash
to be returned (save for the one pence per Share referred to below) will be made
before the end of 2003. On the basis of present indications however, this is
unlikely to be before the end of March 2003. Further details on the return of
cash including factors which could affect the amount to be returned, and the
timing, are set out below.

The proceeds of the Disposals and other surplus cash will be invested by the
Company in a combination of money market deposits, money market funds and
commercial paper. The Directors have been informed by the Proposed Liquidators
that they intend to continue this policy for the first six months of the
Proposed Liquidation. Insolvency legislation requires that liquidators pay the
balance of funds under their control into the "Insolvency Services Account" at
the Bank of England six months after the commencement of liquidation at which
point funds are placed in an interest bearing account or invested in Government
securities.

The Directors, in consultation with the Proposed Liquidators, expect that a
small amount, likely to be approximately one pence per Share, will be retained
by the Company for a period of six years from the commencement of the
Liquidation. The reason for retaining this amount would be to defend any
unexpected claims against the Company and to cover any other miscellaneous
expenses incurred by the Proposed Liquidators in the discharge of their duties.
The reason for retaining this sum for a period of six years is that this is the
applicable statutory limitation period for most claims. The Directors expect
that this sum would therefore be returned to Shareholders in 2008.

Factors which could affect the amount to be returned and timing

The total amount of cash which can be returned to Shareholders remains dependent
upon a number of factors including the prices which purchasers may be prepared
to pay for Railtrack Group's remaining assets including RDL and RTS, the amounts
required to settle outstanding liabilities, transaction costs incurred by
Railtrack Group and any taxes payable on the disposal of any assets. The Board's
estimate of the total amount to be returned, and the timing and the amount of
the first instalment of cash is subject to any liabilities that are brought to
the attention of the Liquidators or the Board after the date of this document,
the existence or extent of which the Board is not or may not be aware as at the
date of this document (whether as a result of not having been provided with
access to information which relates to Railtrack Group and which is in the
possession or under the control of the Administrators of Railtrack PLC or
otherwise).

The Board cannot guarantee that the Liquidators will return cash to Shareholders
as described in this document because the decision as to the amount and timing
of cash instalments will be under the control of the Liquidators and taken in
view of the circumstances at the time. In addition, the Liquidators may seek
directions from the High Court prior to returning cash to Shareholders.

The amount and/or timing of the first instalment will depend on the release of
the CTRL Financial Guarantees. If the CTRL Financial Guarantees are not released
by Completion either:

(a) the amount of the first instalment may be reduced unless the CTRL
Financial Guarantees are released after Completion of the Disposals but prior to
the payment of the first instalment; or

(b) the payment of the first instalment may be delayed until six months (being
the applicable time limit under insolvency legislation) after the repayment of
the CTRL Bank Facilities unless the CTRL Financial Guarantees are released in
the intervening period.

Proposed Liquidation

In June, the Board stated its intention to return cash as soon as possible by
effecting a solvent liquidation of Railtrack Group. The Board has concluded,
having considered all the options, that a solvent liquidation would indeed be
the most effective mechanism to return cash to Shareholders.

In a solvent liquidation the powers of the directors cease and the liquidators
assume responsibility for the company's affairs. The liquidators deal with the
realisation of assets, the agreement of liabilities and the distribution of the
company's surplus funds to the shareholders as and when funds permit.

Prior to distributing cash to shareholders, liquidators must be satisfied that
either all liabilities have been settled or that sufficient cash has been
retained to discharge or provide for all actual and contingent liabilities.
This involves an initial period of at least 21 days during which liquidators
advertise for claims against the company being liquidated, specifying a deadline
by which any claims must be notified. Cash can be released as and when the
liquidators determine that all actual and contingent liabilities have been paid,
provided for or discharged and that there is surplus cash available for
distribution. This process can take time, particularly if there are liabilities
such as taxation to be agreed with the Inland Revenue or other contingent
liabilities that are initially difficult to quantify or agree. It is therefore
usual for cash to be distributed to shareholders in a series of instalments, the
amount and timing of each being dependent on the cash available and the status
of known and potential liabilities.

The Board will be proposing that James Robert Drummond Smith and Nicholas James
Dargan, both of Deloitte & Touche (the Company's auditors), be appointed as
Joint Liquidators of the Company with immediate effect upon the passing of the
relevant special resolution.

The Board recommends that partners in Deloitte & Touche be appointed as
liquidators. There are several reasons for this:

Deloitte & Touche are familiar with the business of the Company and
understand the nature of its assets and liabilities;

liquidators from Deloitte & Touche would be able to consult other
partners in the firm who have provided audit and tax services to the Group;

as Deloitte & Touche have been involved in the analysis of the
Company's liabilities and contingent liabilities, it is likely that the
appointment of liquidators from a different firm would delay the payment of the
first instalment of cash to Shareholders; and

liquidators from a different firm may require further advice and time
to become satisfied as to the nature and extent of the Company's contingent
liabilities which could increase the costs of liquidation.

It is also common practice in a solvent liquidation for partners in the same
firm as the company's existing auditors to be appointed as liquidators.

In a members' voluntary liquidation, the liquidator's remuneration can be fixed
either (a) as a percentage of the value of the assets being realised or
distributed, or (b) by reference to the time properly given by him and his staff
to matters arising in the winding up. If neither method is adopted, the
remuneration will be that determined in accordance with the scale laid down for
the official receiver by general regulations. In this case, it is considered
that option (a) would be inappropriate, as would the scale rates paid to the
official receiver. Accordingly, it is proposed that the remuneration of the
Liquidators should be fixed at their normal charging rates by reference to the
time properly given to matters arising in the winding up. In making such
determination, Shareholders should have regard to the complexity of the Proposed
Liquidation, the exceptional responsibility of such an important and high
profile appointment and the value and nature of the Railtrack Group assets with
which the Liquidators will have to deal. The Liquidators are to be authorised
to draw sums on account of their remuneration from time to time as the
Liquidation progresses but will in due course present their itemised bills to
the Company in general meeting for approval.

An extraordinary resolution will be proposed at the EGM to confer appropriate
powers on the Proposed Liquidators in respect of the settlement of liabilities
and the distribution of the Company's assets amongst Shareholders.

Board changes

Once the Liquidation begins, the powers of the Directors will cease and the
Company will be under the control of the Liquidators. For this reason, and in
order to save costs, it is proposed that the number of Directors holding office
be reduced to two (the minimum legal requirement) on the Company being placed
into Solvent Liquidation. Therefore, Geoffrey Howe, Jonathan Bloomer, Vic
Cocker, David Jones, Steve Marshall, John Robinson, and Gordon Sage will resign
from the Board. In order to put these arrangements in place, it will be
necessary for the current minimum number of directors of the Company specified
in the Articles of Association to be reduced from four to two. This change
requires the approval of Shareholders and therefore an ordinary resolution will
be proposed at the EGM.

Under amendments to their service agreements, David Harding and Simon Osborne
will remain on the Board and assist the Liquidators for a limited period. They
will each receive an additional bonus up to a maximum of six months' salary and
benefits dependent in part on the amount of cash paid to Shareholders by the end
of March 2003.

Proposed change of name

Network Rail insisted that Railtrack Group agree to change its name to remove
the word "Railtrack" as part of the sale agreement, which was approved by
Shareholders at the extraordinary general meeting on 23 July 2002. The Board is
therefore proposing that the name of the Company be changed to RT Group PLC.

The change of name requires shareholder approval and therefore a special
resolution is being proposed at the EGM.

Listing and trading

Railtrack Shares will remain listed and continue to be traded on the London
Stock Exchange until 4.30 p.m. on 27 December 2002. Subject to the commencement
of the Solvent Liquidation, cancellation of the listing of Railtrack Shares on
the Official List will take place and trading in Railtrack Shares will cease
with effect from 4.30 p.m. on 27 December 2002 (whether or not the first
instalment of cash has been returned to Shareholders by that date) at which
point the Company will no longer be obliged to comply with "continuing
obligations" under the UKLA Listing Rules. The Proposed Liquidators have
confirmed to the Board that Railtrack Group will retain Merrill Lynch as
corporate brokers and Ashurst Morris Crisp as legal advisers from the date on
which the Company is placed into liquidation until at least 27 December 2002 and
will seek advice from them as appropriate on the application of the UKLA Listing
Rules.

Taxation

The Board has been advised that, if a solvent liquidation of Railtrack Group is
effected, the cash returned to Shareholders will be deemed to be received by way
of capital rather than income. Broadly, if a Shareholder paid more for his
Shares than he receives back by way of cash distribution, he should not have any
tax to pay.

Extraordinary General Meeting

The proposed reduction in the minimum number of directors, the proposed change
of the Company's name and the Proposed Liquidation of the Company each require
the approval of Shareholders. An Extraordinary General Meeting to seek approval
for each of these matters will therefore be convened for 11.35 am on Friday 18
October 2002 (or, if later, immediately after the conclusion or adjournment of
the AGM convened for 11.30 am on the same date).

The reason the Board has decided to convene the EGM ahead of Completion of the
Disposals is to facilitate the earliest possible distribution of the first
instalment of cash to Shareholders and to save costs. Assuming Completion occurs
sufficiently in advance of the EGM on 18 October 2002, by convening the EGM to
commence the Proposed Liquidation on the same date as the AGM, the additional
cost both to the Company and to Shareholders of holding a separate shareholders'
meeting a number of days after the AGM will be avoided. Were the Board to wait
until the Disposals had completed to call the EGM, the notice period required
for such an EGM would mean that it would not be possible to hold the EGM until a
number of days after the AGM. The reason for holding the AGM on 18 October is
that this is the last practicable date prior to the time by which the Company is
required by law to hold its next annual general meeting.

Provided that Completion of the Disposals has occurred sufficiently in advance
of the EGM on 18 October 2002, the following resolutions will be proposed: (i) a
special resolution to approve the solvent Members' Voluntary Liquidation, the
appointment of the Proposed Liquidators and the basis of their remuneration; and
(ii) an extraordinary resolution to authorise the Liquidators to exercise
certain powers under the Insolvency Act 1986 and under the Articles of
Association.

If Completion of the Disposals has not occurred sufficiently in advance of the
EGM on 18 October 2002, the Board believes that the business proposed to be
transacted by certain resolutions, being to commence the solvent Members'
Voluntary Liquidation, could not properly be considered. This is because
without the proceeds of the Disposals and certain guarantees being released, the
Board may be unable to make the declarations necessary to commence the Solvent
Liquidation. As a result, the Board believes it may then be appropriate for the
meeting to be adjourned to a later date so that Shareholders are able to vote on
the Proposed Liquidation once completion of the Disposals has taken place and
the Company is sufficiently prepared for liquidation.

Shareholders should be aware that certain information which relates to Railtrack
Group is in the possession or under the control of the Administrators of
Railtrack PLC. As at the date of this document, Railtrack Group has been
provided with only limited access to such information. If further access is not
provided sufficiently in advance of the EGM on 18 October, it is possible that
the Directors may be unable to make the declarations necessary to commence the
Solvent Liquidation, in which case the Company could not be placed into Solvent
Liquidation at the EGM on 18 October. The Board believes that, in these
circumstances, it would be appropriate for the meeting to be adjourned prior to
consideration of the resolutions regarding the Solvent Liquidation.

Whether or not certain of the resolutions, being to commence the Solvent
Liquidation, are considered at the EGM on 18 October 2002, the following
resolutions will be proposed at the meeting: (i) an ordinary resolution to
reduce the minimum number of directors of the Company from four to two; and (ii)
a special resolution to change the Company's name.

For the purposes of returning Forms of Proxy and deciding whether to attend the
meeting, Shareholders should assume that each of the resolutions contained in
the EGM notice will be put to a vote on 18 October. If the EGM is adjourned,
properly completed Forms of Proxy will remain valid for the adjourned meeting
and the time, date and venue of the adjourned meeting will be advertised in the
national press and through the Company Announcements Office of the London Stock
Exchange not less than 7 days prior to the date of the adjourned meeting.

Conclusion and recommendation

Shareholders have voted overwhelmingly in favour of the Disposals of Railtrack
PLC and the Group's interests in the CTRL. The Board now believes that it is
appropriate to return cash to Shareholders as soon as possible after Completion
of the Disposals and in a tax-efficient manner. The Board believes that a
Solvent Liquidation is the most appropriate route to achieve this and is in the
best interests of Shareholders as a whole.

The Directors also consider the proposed reduction in the minimum number of
directors and the proposed change of the Company's name to be in the best
interests of Shareholders as a whole.

Accordingly, the Directors will be unanimously recommending Shareholders to vote
in favour of each of the resolutions as they intend to do in respect of their
own beneficial holdings of Railtrack Shares.





PART II



Definitions

The following definitions apply throughout this announcement, unless the context
requires otherwise:

"Administration Order"

means the order made on 7 October 2001 pursuant to the Railways Act 1993 to
appoint Michael David Rollings, William Scott Martin, Christopher John
Williamson Hill and Alan Robert Bloom as Joint Special Railway Administrators of
Railtrack PLC with immediate effect;

"Annual General Meeting" or "AGM"

means the Annual General Meeting of Railtrack Group to be convened for 11.30
a.m. on Friday 18 October 2002;

"Articles of Association"

means the articles of association of Railtrack Group;

"Board"

means the board of Railtrack Group;

"British Land"

means The British Land Company Plc;

"Broadgate Development"

means the 50 per cent. interest in Broadgate Phase 12 Limited, the company
undertaking the proposed development of 201 Broadgate, London, previously owned
by the Group;

"Channel Tunnel"

means the existing fixed link under the English Channel between the southern
portal at the Department of Pas-de Calais in France and the northern portal in
the County of Kent;

"Completion"

means completion of the Disposals in accordance with their terms;

"CTRL"

means the Channel Tunnel Rail Link currently being constructed in two sections,
Section 1 and Section 2, between the Channel Tunnel portal and St Pancras;

"CTRL Bank Facilities"

means the 700 million bank facilities made available to LCR by European
Investment Bank and Kreditanstalt fur Wiederaufbau and others for the purposes
of construction of Section 1 of the CTRL;

"CTRL Disposal"

means the disposal of the entire issued share capital of Railtrack UK to LCR;

"CTRL Financial Guarantees"

means the guarantees given by Railtrack Group in respect of the CTRL Bank
Facilities;

"Directors"

means the directors of Railtrack Group;

"Disposals"

means the disposals by the Company of Railtrack PLC and Railtrack UK;

"Disposal Agreements"

means the agreements relating to the Disposals;

"Extraordinary General Meeting" or "EGM"

means the extraordinary general meeting of Railtrack Group to be convened for
11.35 a.m. (or, if later, immediately after the conclusion or adjournment of the
Annual General Meeting) on Friday 18 October 2002;

"Form of Proxy"

means the yellow form of proxy for voting on the resolutions detailed in the
notice of EGM given at the back of this document;

"the Group" or "the Railtrack Group"

means Railtrack Group and its subsidiary undertakings;

"High Court"

means the High Court of England and Wales;

"HM Government"

means the Secretary of State, the DTLR and other organs of HM Government of the
United Kingdom (as the context so requires);

"LCR"

means London & Continental Railways Limited;

"Liquidators"

means the persons appointed to carry out the Liquidation;

"Optionholders"

means holders of options granted under the Railtrack Share Savings Scheme and
The Railtrack Group PLC 1999 Share Option Scheme;

"Proposed Liquidators" or "Joint Liquidators"

means James Robert Drummond Smith and Nicholas James Dargan, both of Deloitte &
Touche, 180 Strand, London WC2R 1WL;

"Proposed Liquidation"

means the proposed Solvent Liquidation;

"Railtrack Developments Limited" or "RDL"

means Railtrack Developments Limited, company number 3699545, a wholly owned
subsidiary of Railtrack Group;

"Railtrack Group" or "the Company"

means Railtrack Group PLC;

"Railtrack PLC"

means Railtrack PLC, company number 2904587;

"Railtrack PLC Disposal"

means the disposal of the entire issued share capital of Railtrack PLC to
Network Rail;

"Railtrack (Spacia) Limited"

means Railtrack (Spacia) Limited, company number 3881191;

"Railtrack UK"

means Railtrack (UK) Limited, company number 3578740;

"RTS" or "Railtrack Telecom Services Limited"

means Railtrack Telecom Services Limited, company number 3963596, a wholly-owned
subsidiary of Railtrack Group;

"St Pancras"

means St Pancras Station;

"Section 1"

means that part of the CTRL between the Channel Tunnel portal and Fawkham
Junction, via Southfleet in the County of Kent;

"Section 2"

means that part of CTRL between Southfleet in the County of Kent and London St
Pancras;

"Shareholders"

means holders of Railtrack Shares;

"Shares" or "Railtrack Shares"

means shares in Railtrack Group; and

"Solvent Liquidation", "Liquidation" or "Members' Voluntary Liquidation"

means the solvent members' voluntary liquidation of Railtrack Group.

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


Railhub Archive ::: 2002-09-20 RTK-002





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