OFFER UNCONDITIONAL IN ALL RESPECTS

St James Holdings Limited ("SJHL") is pleased to announce that its Offer for all of the issued and to be issued share capital of Newcastle United PLC made on 7 June 2007 has become unconditional as to acceptances.As there were no other conditions to the Offer, the Offer is hereby declared unconditional in all respects.

As at 11.00 a.m. (London time) on 15 June 2007, valid acceptances of the Offer had been received in respect of 40,384,262 Newcastle United Shares, representing approximately 30.34 per cent. of the existing issued share capital of Newcastle United.This includes acceptances in respect of 37,288,959 Newcastle United Shares (representing approximately 28.01 per cent. of the existing issued share capital of Newcastle United) which were received pursuant to irrevocable undertakings provided by Shepherd Offshore Limited, the company which holds the Shepherd family's Newcastle United Shares, and Timothy Revill, a non-executive director of Newcastle United.

In addition, SJHL holds 55,342,223 Newcastle United Shares, representing approximately 41.58 per cent. of Newcastle United's existing issued share capital, which were acquired from Wynyard (Guernsey) Limited, Cameron Hall Developments Limited and Cameron Hall Developments Limited Executive Pension Scheme (the ultimate beneficial owners of each of which are members of Sir John Hall's family) on 23 May 2007.

A further 6,848,960 Newcastle United Shares that were acquired through share purchases made on SJHL's behalf by Kaupthing Singer & Friedlander since posting the Offer Document have been certified as meeting the requirements of Rule 10 of the City Code, and can therefore be counted as valid acceptances under the Offer.

Therefore, as at 11.00 a.m. (London time) on 15 June 2007, SJHL owned, controlled or had received valid acceptances in respect of a total of 102,575,445 Newcastle United Shares, representing approximately 77.06 per cent. of the existing issued share capital of Newcastle United.

As set out in the Offer Document, SJHL now intends to procure the making of an application by Newcastle United to the London Stock Exchange for the cancellation of trading of Newcastle United Shares and to the UKLA for the cancellation of Newcastle United's listing, both of which are expected to take effect on or around 18 July 2007.

Furthermore, if SJHL receives valid acceptances of the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Newcastle United Shares to which the Offer relates, SJHL will seek to acquire compulsorily the Newcastle United Shares for which it has not received valid acceptances of the Offer or otherwise acquired, pursuant to sections 974-991 of the Companies Act 2006.

Newcastle United Shareholders who have not already accepted the Offer should follow the procedures set out in the Offer Document posted to Newcastle United Shareholders on 7 June 2007 if they wish to accept the Offer.Further copies of the Offer Document and Form of Acceptance are available to Newcastle United Shareholders who are entitled to receive these documents by calling Capita Registrars on 0870 162 3121 (or, from outside the United Kingdom, +44 20 8639 3399) between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday (excluding UK public holidays).

The first closing date of the Offer is 1.00 p.m. (London Time) on 28 June 2007.

The consideration due to accepting Newcastle United Shareholders is expected to be despatched either on or before 12 July 2007, in respect of acceptances valid and complete in all respects and received not later than 1.00 p.m. (London time) on 28 June 2007, or within 14 days of the date of receipt of further acceptances which are valid and complete in all respects.

Terms defined in the Offer Document dated 7 June 2007 have the same meaning in this announcement.