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Thursday 29 October, 2009

INSTORE PLC

Statement re Proposed Cancellation of Listing





  29 October 2009


                             INSTORE PLC
                    ("Instore" or the "Company")

                  PROPOSED CANCELLATION OF LISTING

The  Board  of  Instore  ("Board")  announces  that,  after   careful
consideration, it  has  concluded  that  it  would  be  in  the  best
interests of shareholders as a whole to seek to cancel the  Company's
listing on the Official List of the UK Listing Authority and  trading
on  the  London  Stock   Exchange's  market  for  listed   securities
("Delisting").

The Board has  today released  the interim  results for  the 26  week
period to 29th August 2009 and has stated in those results that Crown
Crest's investment in  and commitment  to the Company  has been,  and
will continue to be,  of vital importance.  Not  only is Crown  Crest
providing material financial support by way of loan and trade  credit
facilities, it is  also assisting through  initiatives such as  joint
buying and  logistical support.   While such  assistance is  provided
always on a commercial and 'arm's length' basis, these are avenues of
finance and  credit that  may well  not have  been available  to  the
Company at all  from traditional  sources.  The  Board believes  that
even  when  general  economic   conditions  improve,  the   Company's
substantial dependence on  the Crown  Crest Group  will continue  and
that the Company's interests  will be best served  by some or all  of
the Company's indebtedness to Crown Crest being converted into  share
capital.  If approved, this would decrease further the proportion  of
the Company's  shares in  public hands  and bring  into question  the
continuing appropriateness of maintaining the Company's listing.

The Board have concluded that the benefits which the Company and  its
shareholders are able  to derive  from the  listing are  considerably
outweighed by the costs incurred by the Company as a direct result of
the listing.  Accordingly, the Board has come to the conclusion  that
it is  no longer  in  shareholders' best  interests to  maintain  its
listing.

The Board  is aware  that the  implementation of  the Delisting  will
restrict the ability of  shareholders to realise their  shareholdings
in the Company,  if they  so wish,  in the  future and  that not  all
shareholders will  be able  or  willing to  continue to  own  Instore
shares  following  the  Delisting.  The  Board  has  determined  that
following the completion of the Delisting, the Company will offer  to
buy back ordinary shares  from qualifying shareholders,  by way of  a
tender offer at a price of 5p per share and then seek to  re-register
the Company as  a private  limited company. The  buyback of  ordinary
shares by way  of a  tender offer  and the  re-registration would  be
subject to the passing  of certain resolutions  at a further  general
meeting of the Company which will convened following the Delisting of
the Company.

A circular  providing  full  detail of  the  proposed  Delisting  and
convening a general  meeting will be  sent to shareholders  shortly.
The Board  unanimously  believes the  Delisting  to be  in  the  best
interests of  shareholders  as  a whole,  and  is  recommending  that
shareholders vote  in  favour  of the  resolution  to  implement  the
Delisting at the general meeting.

- Ends -

For further information please contact:
Instore plc
Ebrahim Suleman - Finance Director       01484 431444

Cattaneo LLP - Financial Advisers
Charles Cattaneo                                                 0121
616 0395
Ian Stanway

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