Cayman Islands Stock Exchange - BANK OF BUTTERFIELD ANNOUNCEMENT

BANK OF BUTTERFIELD ANNOUNCEMENT

2-Apr-2004

BANK OF BUTTERFIELD ANNOUNCEMENT

Not for release, publication or distribution, in whole or in part, in or into or from the United States, Canada, Australia or Japan.

FOR IMMEDIATE RELEASE

RECOMMENDED CASH OFFER

for

LEOPOLD JOSEPH HOLDINGS PUBLIC LIMITED COMPANY

ANZ INVESTMENT BANK

(the investment banking arm of Australia and New Zealand Banking Group Limited)

on behalf of

BANK OF BUTTERFIELD (UK) PLC

a wholly owned subsidiary of

THE BANK OF N. T. BUTTERFIELD & SON LIMITED

Offer Unconditional in All Respects

On 20 February 2004, ANZ Investment Bank ("ANZ"), the investment banking arm of Australia and New Zealand Banking Group Limited, made a recommended offer (the "Offer"), on behalf of Bank of Butterfield (UK) plc ("Butterfield (UK)"), a wholly owned subsidiary of The Bank of N.T. Butterfield & Son Limited, for the entire issued and to be issued share capital of Leopold Joseph Holdings Public Limited Company ("Leopold Joseph"). Butterfield (UK) is pleased to announce that all of the conditions of the Offer have now been satisfied or waived. Accordingly, the offer is now declared unconditional in all respects.

Settlement of the consideration due to Leopold Joseph Shareholders who have validly accepted the offer will be effected in accordance with the terms of the Offer. The Offer (including the Loan Note Alternative) will remain open for acceptance until further notice.

As at 3.00 p.m. (London time) on 1 April 2004, valid acceptances of the Offer had been received in respect of a total of 5,148,947 Leopold Joseph Shares, representing approximately 94.46 per cent. of the issued share capital of Leopold Joseph. Such figures have been confirmed by Capita IRG Plc, in its capacity as receiving agent for the purposes of the Offer. Valid elections for the Loan Note Alternative have been received in respect of a total of 535,560 Leopold Joseph Shares representing approximately 9.83 per cent of the issued share capital of Leopold Joseph.

Prior to making the Offer, Butterfield (UK) had received irrevocable undertakings to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 4,001,310 Leopold Joseph Shares, representing approximately 73.7 per cent. of the then issued share capital of Leopold Joseph. Valid acceptances of the Offer have been received in respect of all of the Leopold Joseph Shares which were the subject of such irrevocable undertakings and are included in the total number of valid acceptances referred to above.

Of the acceptances pursuant to irrevocable undertakings referred to above, acceptances in respect of 307,680 Leopold Joseph Shares have been received from Butterfield Trust (Bermuda) Limited, a wholly owned subsidiary of The Bank of N. T. Butterfield & Son Limited, which holds such Leopold Joseph Shares as trustee for The Robin A.E. Herbert Settlement of which Robin Herbert, the Chairman of Leopold Joseph, is the settlor and which is deemed to be acting in concert with Butterfield (UK)

for the purposes of the Offer.

Save as disclosed in this announcement or in the Offer Document, neither Butterfield (UK) nor, so far as Butterfield (UK) is aware, any person acting or deemed to be acting in concert with Butterfield (UK) owned or controlled any Leopold Joseph Shares (or rights over such shares) on or immediately prior to 8 September 2003 (being the last dealing day prior to the commencement of the Offer Period) or, since that date, has acquired or agreed to acquire any Leopold Joseph Shares (or rights over such shares).

As sufficient acceptances have been received under the Offer, Butterfield (UK) intends to implement the provisions of sections 428 to 430F (inclusive) of the Companies Act 1985 to acquire compulsorily all outstanding Leopold Joseph Shares. A letter, together with a statutory notice pursuant to section 429 of the Companies Act 1985, will shortly be posted to Leopold Joseph Shareholders who have not yet accepted the Offer.

Butterfield (UK) intends in due course to procure that Leopold Joseph applies for the cancellation of the listing of the Leopold Joseph Shares on the Official List and trading on the London Stock Exchange's market for listed securities. It is anticipated that cancellation will occur on 13 May 2004. Following cancellation of trading on the London Stock Exchange's market for listed securities, Leopold Joseph Shares will no longer be traded on a recognised investment exchange. Accordingly, there will be no market for Leopold Joseph Shares and they may be difficult to sell. In addition, it is intended that Leopold Joseph will be re-registered as a private company in due course under the relevant provisions of the Companies Act 1985.

Leopold Joseph Shareholders are urged to accept the Offer without delay, as this will enable them to receive the consideration under the Offer sooner than under the compulsory acquisition procedures referred to above. Additional Forms of Acceptance are available from Capita IRG Plc (telephone: 0870 162 3100 or, if calling from outside the United Kingdom, +44 20 8639 2157).

Clearance has been received from the Inland Revenue under section 138 of the Taxation of Chargeable Gains Act 1992 in respect of the Loan Note Alternative. It follows that the taxation treatment of any Leopold Joseph Shareholder holding, either alone or together with connected persons, more than 5 per cent of any class of shares in or debentures of Leopold Joseph and electing for the Loan Note Alternative will be as set out on page 13 of the Offer Document dated 20 February 2004.

Expressions used in this announcement shall, unless the context otherwise requires, bear the same respective meanings as in the Offer Document posted to Leopold Joseph Shareholders on 20 February 2004.

Enquiries:

Butterfield (UK) and The Bank of N. T. Butterfield &

Son Limited

Alan Thompson, President & Chief Executive Officer,

The Bank of N. T. Butterfield & Son Limited

Tel: 001 441 295 8162

Graham Brooks, Executive Vice President, The Bank of

N. T. Butterfield & Son Limited

Tel: 001 441 299 3917

Paul Turtle, Managing Director, Butterfield (UK)

Tel: 020 7816 8376

ANZ Investment Bank (financial adviser to

Butterfield (UK) and The Bank of N. T. Butterfield &

Son Limited)

Tel: 020 7378 2796

Robert S. Russell

Keerti Sethia

The full terms and conditions of the Offer are set out in the Offer Document and the Form of Acceptance which accompanies it. In deciding whether or not to accept the Offer, Leopold Joseph Shareholders must rely solely on the terms and conditions of the Offer and the information contained, and the procedures described, in the Offer Document and the Form of Acceptance.

The availability of the Offer and/or the Loan Note Alternative to Leopold Joseph Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of other jurisdictions. Such persons should inform themselves about and observe any applicable requirements of those jurisdictions. The Offer is not being made, directly or indirectly, in or into the United States, or by use of the mails of, or by any means or instrumentality (including, without limitation, electronically or telephonically) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, the United States, nor is it being made directly or indirectly in or into Canada, Australia or Japan or any such jurisdiction where to do so would constitute a breach of any relevant securities laws of that jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan or any such jurisdiction where to do so would constitute a breach of any relevant securities laws of that jurisdiction. Accordingly, copies of this announcement are not being, will not and must not be, in whole or in part, directly or indirectly, mailed or otherwise forwarded, distributed or sent, in or into or from, the United States, Canada, Australia or Japan (or any other such jurisdiction where to do so would constitute a breach of any relevant securities laws of that jurisdiction). Accordingly, any person (including, without limitation, custodians, nominees and trustees) who may have any contractual or legal obligation to forward any of this announcement, should inform themselves of the relevant securities laws of the relevant jurisdiction before so doing.

Furthermore, the Loan Notes which may be issued pursuant to the Offer have not been, and will not be, registered under the US Securities Act or under any of the relevant securities laws of Canada, Australia or Japan. The Loan Notes to be issued have not been nor will they be listed on any investment or securities exchange. Accordingly, unless an exemption from the relevant laws is available, the Loan Notes may not be offered, sold, resold, or delivered or transferred, directly or indirectly, in or into the United States, Canada, Australia or Japan or for the account or benefit of persons in such jurisdictions.

This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for any securities.

ANZ Investment Bank is the investment banking arm of Australia and New Zealand Banking Group Limited, which is regulated in the United Kingdom by the Financial Services Authority. It is acting exclusively for Butterfield (UK) and The Bank of N. T. Butterfield & Son Limited and for no-one else in connection with the Offer and will not be responsible to anyone other than Butterfield (UK) and The Bank of N. T. Butterfield & Son Limited for providing the protections afforded to customers of ANZ Investment Bank nor for giving advice in relation to the Offer.

The Butterfield (UK) Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Butterfield (UK) 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.

The contents of this announcement have been approved by ANZ Investment Bank solely for the purposes of section 21 of the Financial Services and Markets Act 2000.