September 5th 2006

Woolworths Group plc today announces the acquisition of Total Home Entertainment (THE) for  £20 million from 3i Group plc. As a result of the agreement, THE forms part of the Entertainment UK (E.UK) division of the Woolworths Group with immediate effect.

The acquisition enhances E.UK’s capability in books wholesaling, gives it entry into primary distribution, and further strengthens its client list in the wholesale distribution of entertainment products.

THE will maintain its strong brand for the foreseeable future, and both companies will retain their existing infrastructures during the critical Christmas trading period. Lloyd Wigglesworth, MD of E.UK will assume ultimate responsibility for both companies, with James Browning and Chris Stephenson, CEO and Finance Director of THE respectively, remaining in their roles until the end of the year to ensure a smooth transition.

THE’s largest customer is Sainsbury’s, and this announcement coincides with an agreement between THE and Sainsbury’s to renew their existing supply contract. THE also has a number of clients which will enhance E.UK’s customer base in existing and new markets - including Music Zone, Somerfield, and Fopp - as well as a large number of independent retailers.

Lloyd Wigglesworth, Managing Director of E.UK comments:

“E.UK and THE are both highly successful and profitable companies in the entertainment distribution market, with ambitious plans for expansion and growth. We both run world class supply chain operations and have strong relationships with the major suppliers and customers throughout the industry. The two businesses are extremely complementary, and by bringing them together we will be able to offer a wider range of services and greater added value to our customers and suppliers.”

Ian Foster, Commercial Director of E.UK comments:

“This provides an excellent opportunity to strengthen E.UK’s core business, as well as enhancing our presence in books and primary distribution. We look forward to working with our THE colleagues to create an even stronger force in the home entertainment industry. In the meantime we all remain committed to offering customers the usual high standard of service during the critical Christmas trading period. It is very much business as usual.”