Competing offers for Corus Group plc

19 Dec 2006

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

In the light of the competing offers for Corus by Tata Steel UK Limited (“Tata”) and CSN Acquisitions Limited (“CSN”), the Company announced on 12 December 2006 that the Corus Directors intended to propose resolutions to shareholders at each of the reconvened EGM and Court Meeting to be held on 20 December 2006 to adjourn those meetings. The Company also stated that it would announce a proposed date for those adjourned meetings in due course.

Earlier today, The Panel on Takeovers and Mergers announced that the last date for each of Tata and CSN to announce revised offers for the Company, should they wish to do so, is 30 January 2007. The Company would therefore expect the competitive situation to be resolved, at the latest, on or shortly after that date.

In light of this and to provide maximum flexibility as and when the competitive situation resolves itself, the Corus Directors intend to propose resolutions to shareholders at each of the reconvened Court Meeting and EGM to be held on 20 December 2006 to adjourn those meetings until further notice. Any notice of the adjourned EGM and Court Meeting would be given as appropriate in accordance with the articles of association of the Company and the direction of the Court, respectively.

In relation to the Court Meeting and EGM to be held on 20 December 2006, the Corus Directors, who have been advised by Credit Suisse, JPMorgan Cazenove and HSBC intend, assuming that the current circumstances are prevailing at that time:

• as stated above, to propose resolutions to Corus Shareholders to adjourn those meetings sine die until further notice;
• to recommend that Corus Shareholders vote in favour of any such adjournment resolutions; and
• to exercise their discretion under any instrument appointing any of them as proxy for a Corus Shareholder at the reconvened EGM or Court Meeting so as to vote in favour of any such adjournment resolutions.

If circumstances change between the time of this announcement and the times of the reconvened EGM and Court Meeting to be held on 20 December, the Board will reconsider its current intention to propose and recommend that shareholders vote in favour of adjournment resolutions and the Corus Directors will reconsider their intention as to how to vote such proxies as they may hold for Corus Shareholders thereon. In this connection, Corus will make further announcements as appropriate.

Corus Shareholders who wish the discretion afforded by any existing instrument of proxy to remain in place should take no action. Unrevoked proxies will also remain valid at any adjournment of the reconvened Court Meeting or the EGM.

Any Corus Shareholder who no longer wishes any existing instrument appointing a Corus Director (or any other person) as their proxy to remain in place should (a) attend and vote at the reconvened Court Meeting and/or EGM in person, in which case their proxy will not be capable of exercising their votes, (b) revoke their existing proxy appointment and/or, where possible, appoint a different person as their proxy with specific instructions on how to vote on any resolutions, or (c) provide different instructions to their existing proxy.

As stated in the announcement of 12 December 2006, the last time for returning proxies by post for the Court Meeting and EGM were, respectively, 10.00 a.m. and 10.15 a.m. on 18 December 2006. As such, Corus Shareholders who have not yet appointed a proxy but who wish to vote at the reconvened Court Meeting and/or the EGM should attend and vote at the reconvened Court Meeting or EGM in person. In relation to the Court Meeting only, it is still possible to appoint a proxy by handing a form of proxy to the Chairman of the Court Meeting or to representatives of Lloyds TSB Registrars before the start of the Court Meeting. 

ADS Holders who wish any existing Voting Instruction Card to remain in place should take no action. Unrevoked ADS Voting Instruction Cards will be valid at the reconvened Court Meeting and EGM and at any adjournment of such reconvened meetings. ADS Holders who have already returned a Voting Instruction Card to the Bank of New York and who wish to revoke those instructions or to provide different instructions should contact, in the case of registered ADS Holders, the Bank of New York, or, in the case of ADS Holders who hold their Corus ADSs indirectly, their bank, broker, financial institution or share plan administrator through which they hold their Corus ADSs.

As stated in the announcement of 12 December 2006, ADS Holders who had not yet returned a Voting Instruction Card but who wished to do so should have completed a Voting Instruction Card and returned it to the Bank of New York by 5.00 p.m. New York time on 13 December 2006 in accordance with the instructions set out in the Circular. Any Voting Instruction Cards received after this time will not be valid for use at the reconvened Court Meeting and/or EGM to be held on 20 December 2006.

Any holders of interests in Corus Shares held via Euroclear Nederland who have validly given voting instructions or instructions to attend the Court Meeting or the EGM in person and who wish such instructions to remain in place should take no action. Any such unrevoked instructions will remain valid at the reconvened Court Meeting and EGM to be held on 20 December 2006 and at any adjournment of such reconvened meetings.

As stated in the announcement of 12 December, any holder of interests in Corus Shares held via Euroclear Nederland who no longer wished such instructions to remain in place should have contacted the Dutch Paying Agent before 5.00 p.m. Amsterdam time on 13 December. In addition, any holders of interests in Corus Shares held via Euroclear Nederland who had not yet returned a Dutch Form of Proxy but who wished to do so in respect of the reconvened Court Meeting and/or EGM should have completed and returned a Dutch Form of Proxy to the Dutch Paying Agent by 5.00 p.m. Amsterdam time on 13 December 2006 in accordance with the instructions set out in the Circular. Any Voting Instruction Cards received after this time will not be valid for use at the reconvened Court Meeting and/or EGM to be held on 20 December 2006.

Except where the context requires otherwise, capitalised terms used in this announcement have the meaning given to them in the circular posted to shareholders on 10 November 2006, containing, inter alia, an explanation of the terms of the Tata offer (the “Circular”).

Enquiries:

Corus Group plc
Emma Tovey, Director, Investor Relations
Tel: +44 (0)20 7717 4514

Brunswick (PR adviser to Corus)
Kevin Byram, Partner
Tel: +44 (0)20 7396 5352

The Corus Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Corus Directors (who have 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.

Neither CSN nor Tata Steel have approved the release of this announcement nor agreed its contents.  There can be no certainty that revised offers will be made by either CSN or Tata Steel, nor as to the terms on which any revised offer(s) will be made.

Credit Suisse, which is authorised and regulated by the Financial Services Authority, is acting for Corus in connection with the offers by CSN and Tata, and members of the Credit Suisse Group are providing acquisition finance and related services to Tata in relation to the Tata offer. No member of the Credit Suisse Group is acting for any other person in relation to the CSN or Tata offers and will not be responsible to any other person other than Corus and Tata for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the CSN offer, the Tata offer, or any matters referred to herein.

JPMorgan Cazenove, which is authorised and regulated by the Financial Services Authority, is acting for Corus in connection with the offers by CSN and Tata and is not acting for any other person in relation to the CSN or Tata offers and will not be responsible to anyone other than Corus for providing the protections afforded to clients of JPMorgan Cazenove, nor for providing advice in relation to the CSN offer, the Tata offer, or any matters referred to herein.

HSBC, which is authorised and regulated by the Financial Services Authority, is acting for Corus in connection with the offers by CSN and Tata and is not acting for any other person in relation to the CSN or Tata offers and will not be responsible to anyone other than Corus for providing the protections afforded to clients of HSBC, nor for providing advice in relation to the CSN offer, the Tata offer, or any matters referred to herein.

The distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.

Corus is currently subject to the informational requirements of the Exchange Act and, in accordance therewith, files reports and other information with the US Securities and Exchange Commission (the 'SEC'). Reports and other information filed by Corus with the SEC may be inspected and copies taken at the public reference facilities maintained by the SEC at Room 1580, 100 F Street, N.E., Washington, DC 20549, United States. Copies of such material may also be obtained by mail from the Branch of Public Reference of the SEC at 100 F Street, N.E., Washington, DC 20549, United States at prescribed rates and, with respect to certain reports and information, free of charge on the SEC's website at www.sec.gov. In addition, such material may be obtained from the website of the New York Stock Exchange at www.nyse.com.

This announcement includes 'forward looking statements' under the United States securities laws, including statements about the expected timing of the Acquisition. Forward-looking statements include, without limitation, statements that typically contain words such as 'will', 'may', 'should', 'continue', 'aims', 'believes', 'expects', 'estimates', 'intends', 'anticipates', 'projects', 'plans' or similar expressions. By their nature, forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that all occur in the future. Actual results may differ materially from those expressed in the forward-looking statements depending on a number of factors. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants. The forward-looking statements contained in this announcement are made as of the date hereof and Corus assumes no obligation and does not intend publicly to update or revise these forward-looking statements, whether as a result of future events, new information or otherwise except as required pursuant to applicable law.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Corus, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Corus, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Corus by Tata, CSN or Corus, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks in the preceding paragraphs are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.