Jefferson Smurfit Group plc: Announcement Regarding Timing of Offer Being Declared Unconditional.

Business Editors

DUBLIN, LONDON & NEW YORK--(BUSINESS WIRE)--Aug. 30, 2002

MDCP Acquisitions I has announced that its offer for the entire issued share capital of Jefferson Smurfit Group plc ("JSG") is presently scheduled to be declared unconditional in all respects on 3 September, 2002, assuming all conditions to the Offer have been satisfied or waived. The order by the High Court of Ireland ("the Court") effecting the spin-off of JSG's shareholding in Smurfit-Stone Container Corporation ("SSCC") will become effective contemporaneously with the Offer becoming unconditional in all respects.

Assuming that the Offer is declared unconditional in all respects on 3 September, 2002, the following summarises the key events that will take place on that date:

(i) The Offer will remain open for acceptance until 1:00 p.m.

(Dublin time), 8:00 a.m. (New York City time) on 3 September,

2002. It is anticipated that the Offer will be extended and

will remain open for acceptances for at least twenty business

days thereafter.

(ii) On 27 August, 2002, the Court approved a petition by JSG

seeking an order to confirm the capital reduction authorised

by special resolution of JSG's shareholders on 29 July, 2002.

The Court order will be filed with the Irish Companies 

Registration Office in Dublin at approximately 4:30 p.m.

(Dublin time), approximately 11:30 a.m. (New York City time)

on 3 September, 2002. The filing of the Court order will give

effect to the capital reduction and the distribution of JSG's

approximately 29.3% stake in SSCC to JSG Shareholders in

exchange for the cancellation of a portion of JSG's share

capital.

(iii) Contemporaneously with the filing of the Court order,

assuming all conditions to the Offer have been satisfied or

waived, MDCP Acquisitions I will declare its offer for the

entire issued share capital of JSG unconditional in all

respects.

(iv) As part of the Spin-Off referred to in paragraph (ii) above,

each JSG Share will be split into ten sub-divided shares (the

"JSG Subdivided Shares"). Four of these shares will be

cancelled in exchange for the SSCC shares to be distributed.

(v) Therefore, after these steps have been effected, shortly after

4:30pm on 3 September, 2002, JSG Shareholders will own one

SSCC share for every sixteen JSG Shares held prior to the

split and each pre-split JSG Share will represent six JSG

Subdivided Shares. Non-accepting shareholders will therefore

own six JSG Subdivided Shares for each JSG Share held in

addition to their allocation of SSCC shares pursuant to the

Spin-Off.

(vi) The filing of the Court order and the announcement that the

Offer has been declared unconditional in all respects will

take place very shortly after the close of official trading in

JSG Shares on the Irish and London Stock Exchanges on 3

September, 2002. Trading in JSG Subdivided Shares on the Irish

and London Stock Exchanges will commence from the opening of

trading on 4 September, 2002 under a new ISIN code. With

effect from the filing of the Court order, JSG Shares and JSG

Subdivided Shares will cease to be eligible securities for

transfer pursuant to an operating instruction to be issued by

CREST.

(vii) As the Spin-Off will occur during the New York Stock

Exchange ("NYSE") normal trading hours, to avoid any confusion

in the market that may otherwise arise, the NYSE has agreed to

halt trading in JSG ADSs for the entire day. If sufficient JSG

ADSs are in public ownership, trading in JSG ADSs will

re-commence from the opening of trading in New York on 4

September, 2002.

(viii) A direct registration transaction advice confirming

holdings in SSCC Shares distributed as part of the Spin-Off

will be posted to those JSG Shareholders who hold their JSG

Shares in certificated form by 17 September, 2002. JSG

Shareholders who are CREST participants will receive their

entitlement to SSCC shares in CREST Depository Interest (CDI)

form. CREST accounts are expected to be credited with CDIs for

SSCC shares by 9 September, 2002.

(ix) Settlement of the consideration due under the Offer in

respect of acceptances that have been received and are

complete in all respects will be dispatched by no later than

17 September, 2002 or within 14 days of receipt in respect of

further acceptances that are complete in all respects after

such date while the Offer remains open for acceptance.

(x) It is anticipated that MDCP Acquisitions I will procure that

JSG applies to the relevant authorities for JSG Subdivided

Shares and JSG ADSs to be delisted and to the Irish, London

and New York Stock Exchanges for trading in JSG Subdivided

Shares and JSG ADSs to be cancelled within twenty business

days. MDCP Acquisitions I also intends to effect the

compulsory acquisition procedures provided for in Section 204

of the Companies Act to acquire any JSG Shares in respect of

which valid acceptances are not received under the terms of

the Offer.

Terms used in this announcement have the same meaning as those contained in the Offer Document and in the Spin-Off Circular.

The Independent Directors of JSG accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Independent 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.