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Recommended cash offer by Dresdner Kleinwort Wasserstein on behalf of the Go-Ahead Group plc for Southern Vectis plc - offer declared wholly unconditional

The board of The Go-Ahead Group plc ("Go-Ahead") announces that as at 1.00pm (London time) on 17 June 2005, the First Closing Date of the Offer, Go-Ahead had received valid acceptances of the Offer in respect of 18,647,045 Southern Vectis Shares in aggregate, representing approximately 94.4 per cent. of the existing issued ordinary share capital of Southern Vectis.

Prior to the announcement of the Offer, Go-Ahead had received irrevocable undertakings to accept (or procure the acceptance of) the Offer from the Directors, their Connected Persons and certain other Shareholders in respect of 11,660,573 shares, representing approximately 59.0 per cent. of the then existing issued share capital of Southern Vectis. Acceptances have been received pursuant to all of these irrevocable undertakings and are included in the total number of valid acceptances referred to above.

Condition (1) in Section A of Part III of the Offer Document allows Go-Ahead to declare the Offer unconditional as to acceptances as long as Go-Ahead has acquired or agreed to acquire (pursuant to the Offer or otherwise) Southern Vectis Shares carrying in aggregate more than 50 per cent. of the voting rights then exercisable at a general meeting of Southern Vectis. All other conditions to the Offer have been satisfied or are hereby waived. Accordingly, the board of Go-Ahead is pleased to announce that, all conditions of the Offer having been satisfied or waived, the Offer is hereby declared wholly unconditional.

The Offer, which remains subject to the terms and conditions set out in the Offer Document, will remain open for acceptance until further notice. To the extent they have not already done so, Southern Vectis Shareholders who hold their Southern Vectis Shares in certificated form and who wish to accept the Offer should complete, sign and return their Forms of Acceptance as soon as possible in accordance with the instructions set out in the Offer Document and in the Form of Acceptance.

Southern Vectis Shareholders who hold their Southern Vectis Shares in uncertificated form and who wish to accept the Offer should send to CRESTCo a TTE Instruction in relation to such shares as soon as possible. The procedure for acceptance of the Offer is set out in paragraph 9 of Part II of the Offer Document.

Save as set out above and as disclosed in the Offer Document dated 26 May 2005, neither Go-Ahead nor any person acting, or deemed to be acting in concert with Go-Ahead, held any Southern Vectis Shares (or rights over Southern Vectis Shares) prior to the commencement of the Offer Period and neither Go-Ahead nor any person acting, or deemed to be acting in concert with Go-Ahead, has acquired or agreed to acquire any Southern Vectis Shares (or rights over any Southern Vectis Shares) since the commencement of the Offer Period.

Settlement under the Offer

Settlement of the consideration due under the Offer will be despatched (or, in respect of Southern Vectis Shares held in uncertificated form, credited through CREST) on or before 4 July 2005 in respect of Southern Vectis Shares for which valid and complete acceptances of the Offer have already been received. Settlement of the consideration in respect of valid acceptances received on or after today's date will be despatched (or, in respect of Southern Vectis shares held in uncertificated form, credited through CREST) within 14 days of such receipt.

Compulsory Acquisition and Cancellation of AiM admission

Go-Ahead intends, as soon as practicable, to apply the provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire compulsorily any outstanding Southern Vectis Shares to which the Offer relates. Accordingly, Go-Ahead will in due course be posting formal notices pursuant to section 429 of the Companies Act 1985 to those Southern Vectis Shareholders who have not yet validly accepted the Offer.

Subject to any applicable regulatory requirements, Go-Ahead intends, as soon as practicable, to procure that Southern Vectis applies to the London Stock Exchange for the cancellation of the admission to trading of Southern Vectis Shares on AIM. It is anticipated that this cancellation will take effect no earlier than 20 business days commencing on the date of this announcement. Accordingly, it is expected that such cancellation will take effect on 18 July 2005, or as soon thereafter as possible.

Additional copies of the Offer Document and the Form of Acceptance can be obtained by telephoning Lloyds TSB Registrars on 0870 600 0673, or if calling from outside the United Kingdom, on +44 1903 702 767.

Terms used in this announcement have the same meanings as those in the Offer Document dated 26 May 2005.

The Offer is not being made, directly or indirectly, in or into, any US Restricted Jurisdiction, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, or by use of the mails of, or by any means, instrumentality or by any facilities of a national, state or other securities exchange of any US Restricted Jurisdiction, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility, or from within any US Restricted Jurisdiction, Canada, Australia, Japan or any such other jurisdiction and doing so may render invalid any purported acceptance of the Offer.

Accordingly, copies of this Announcement, the Offer Document, the Form of Acceptance and any related offering documents are not being and must not be mailed, forwarded, sent, transmitted or otherwise distributed in, into or from any US Restricted Jurisdiction, Canada, Australia, Japan or any such other jurisdiction and all persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not distribute, forward, mail or transmit or send them in, into or from any US Restricted Jurisdiction, Canada, Australia, Japan or any such other jurisdiction. Any person (including without limitation, custodians, nominees and trustees) who would otherwise intend to forward this Announcement to any jurisdiction outside the United Kingdom or to Overseas Shareholders, should seek appropriate professional advice before taking any action.

Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Go-Ahead and for no one else in connection with the Offer and the contents of this Announcement and no one else and will not be responsible to anyone other than Go-Ahead for providing the protections afforded to customers of Dresdner Kleinwort Wasserstein Limited or for affording advice in relation to the Offer or in relation to the contents of this Announcement, the Offer Document or any other matter referred to in the Offer Document or this Announcement.

This announcement does not constitute an offer or invitation to purchase any securities or a solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The full terms and conditions of the Offer, including details of how the Offer may be accepted, are set out in the Offer Document and the Form of Acceptance. The Offer Document and the Form of Acceptance have been made available to those Southern Vectis Shareholders who are able to receive them, as a result of the laws of the jurisdictions in which they are resident. Southern Vectis Shareholders are advised to read the Offer Document and the Form of Acceptance as they contain important information.

The directors of Go-Ahead accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Go-Ahead (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.