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L'Oreal S.A - Offer Update

RNS Number:3175E L'Oreal S.A 09 June 2006 L'Oreal S.A. For Immediate Release 9 June 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION L'OREAL OFFER TO THE BODY SHOP INTERNATIONAL SHAREHOLDERS DECLARED WHOLLY UNCONDITIONAL L'Oreal announces that the offer (the 'Offer') being made by JPMorgan Cazenove Limited ('JPMorgan Cazenove') on behalf of L'Oreal for the entire issued and to be issued share capital of The Body Shop International PLC ('The Body Shop') has today been declared wholly unconditional. As at 3 p.m. on 8 June 2006, valid acceptances of the Offer had been received in respect of 185,298,583 The Body Shop Shares (representing approximately 94.9 per cent. of The Body Shop Shares to which the Offer relates). Therefore, including the 22,800,000 The Body Shop Shares already held by L'Oreal, L'Oreal has acquired, or received valid acceptances of the Offer in respect of, 208,098,583 The Body Shop Shares in aggregate (representing approximately 95.5 per cent. of the existing issued share capital of The Body Shop). The Offer, which remains subject to the terms and conditions set out in the Offer Document, will remain open for acceptance until further notice. Prior to the announcement of the Offer, L'Oreal had received irrevocable undertakings to accept the Offer in respect of 46,977,718 The Body Shop Shares in aggregate, representing approximately 21.6 per cent. of The Body Shop's existing issued share capital. In addition to the irrevocable undertakings described above, Beaverbridge Holdings Limited had granted L'Oreal a call option which gave L'Oreal the ability to require Beaverbridge Holdings Limited to tender 45,666,768 The Body Shop Shares, in aggregate, representing approximately 21.0 per cent. of The Body Shop's existing issued share capital (being The Body Shop Shares in which Mr Ian McGlinn is interested) to the Offer. L'Oreal has received valid acceptances in respect of all The Body Shop Shares to which these irrevocable undertakings and the call option relate and such acceptances are included in the total referred to above. To the extent they have not already done so, The Body Shop Shareholders who hold The Body Shop Shares in certificated form who have not yet accepted the Offer should complete and return their Form of Acceptance as soon as possible in accordance with the instructions set out in the Offer Document and in the Form of Acceptance. The Body Shop Shareholders who hold The Body Shop Shares in uncertificated form and who have not yet accepted the Offer are reminded to take the necessary steps through CREST as soon as possible. Settlement of the consideration due under the Offer in respect of valid acceptances which have been received and are valid and complete in all respects prior to the date of this announcement will be despatched on or before 23 June 2006. Settlement of the consideration in respect of further acceptances which are valid and complete will be despatched within 14 days of receipt. As stated in the Offer Document, L'Oreal intends, in due course, to exercise its rights under sections 428 to 430F of the Act to compulsorily acquire the remaining The Body Shop Shares. Accordingly, L'Oreal will in due course be posting formal notices pursuant to section 429 of the Act to those The Body Shop Shareholders who have not yet validly accepted the Offer. L'Oreal also intends to procure the making of applications by The Body Shop for the cancellation of the listing of The Body Shop Shares on the Official List of the Financial Services Authority and the admission to trading of The Body Shop Shares on The London Stock Exchange. The definitions of certain expressions used in this announcement are contained in the Offer Document dated 12 April 2006. Enquiries: L'Oreal General +33 1 47 56 70 00 Analysts and institutional investors of L'Oreal Mrs Caroline Millot +33 1 47 56 86 82 Individual Shareholders of L'Oreal and market authorities Mr. Jean-Regis Carof +33 1 47 56 83 02 Journalists Mr. Mike Rumsby +33 1 47 56 76 71 JPMorgan Cazenove +44 207 588 2828 Barry Weir John Maynard This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Body Shop Shareholders are advised to read carefully the Offer Document and Form of Acceptance in relation to the Offer. This contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. JPMorgan Cazenove, which is authorised by the Financial Services Authority, is acting exclusively for L'Oreal and no one else in connection with the Offer and will not be responsible to anyone other than L'Oreal for providing the protections afforded to clients of JPMorgan Cazenove or for providing advice in relation to the Offer or any other matters referred to in this announcement. The availability of the Offer to The Body Shop Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further detail in relation to overseas shareholders is contained in the Offer Document. The Loan Notes which may be issued pursuant to the Loan Note Alternative have not been, and will not be, registered under the Exchange Act or under the securities laws of any state or other jurisdiction of the United States; the relevant clearances have not been, and will not be, obtained from the securities commission of any province, territory or jurisdiction of Canada; and no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, unless an exemption under such act or securities laws is available or unless otherwise determined by L'Oreal and permitted by applicable law and regulation, the Loan Notes may not be, offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, a person located in the United States, Canada, Australia or Japan. This document does not constitute an offer to sell, or the solicitation of any offer to buy, any Loan Notes in any jurisdiction in which such an offer or solicitation would be unlawful. Unless otherwise determined by L'Oreal, and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from, and will not be capable of acceptance in or from the United States, Canada or Australia or any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada or Australia or any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Persons receiving this announcement (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute this announcement in, into or from any such jurisdictions. This information is provided by RNS The company news service from the London Stock Exchange END OUPSSAESASMSELM

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