Offer Update

RNS Number:0708S
Syndicate Asset Management PLC
03 October 2005

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN


3rd October 2005


                             RECOMMENDED CASH OFFER

                                       BY

                            NOBLE & COMPANY LIMITED

                                  ON BEHALF OF

                         SYNDICATE ASSET MANAGEMENT PLC

                                      FOR

                             ASHCOURT HOLDINGS PLC



OFFER DECLARED WHOLLY UNCONDITIONAL


The Board of Syndicate Asset Management plc ("SAM") is pleased to announce that
the recommended cash offer, made by Noble & Company on behalf of SAM to acquire
the entire issued ordinary share capital of Ashcourt Holdings Plc on the terms
and subject to the conditions set out in the offer document published on the 9th
September 2005, is declared wholly unconditional.


As at 1.00 pm on 30 September 2005, being the first closing date of the Offer,
valid acceptances of the Offer had been received in respect of a total of
5,178,775 Ashcourt Shares, representing approximately 84.6 per cent. of the
existing issued ordinary share capital of Ashcourt.


In addition, acceptances of the Offer have been received in respect of a further
603,757 Ashcourt Shares representing approximately 9.8 per cent. of the existing
issued ordinary share capital of Ashcourt, which require further action to be
taken before they can be counted as valid acceptances.


Prior to making the Offer, SAM received irrevocable undertakings from all of the
Ashcourt Directors who hold Ashcourt Shares, and certain other Ashcourt
Shareholders, to accept or procure acceptance of the Offer in respect of an
aggregate of 1,764,756 Ashcourt Shares, representing approximately 29 per cent.
of Ashcourt's current issued ordinary share capital. As at 1.00pm on 30
September 2005, valid acceptances had been received in respect of all of these
undertakings and are included in the valid acceptances above.


Conditions of the Offer Fulfilled or Waived


The Board of SAM is pleased to confirm that all of the conditions of the offer,
as set out in the Offer Document dated 9 September 2005, have been fulfilled or
waived.  In particular, the Board of SAM confirms that SAM was admitted to
trading on AIM on 23 September 2005 and that it has received approval from the
Financial Services Authority for the change in control of Ashcourt, in
accordance with Part XII of the Financial Services and Markets Act 2000, and
also from the Guernsey Financial Services Commission and the Irish Financial
Services Regulatory Authority.  Accordingly, the Offer has been declared wholly
unconditional and will remain open for acceptance until further notice.


The consideration due to all Ashcourt Shareholders who have validly accepted the
Offer by 1.00 p.m. on 30 September 2005 will be posted no later than Friday 14
October 2005. Ashcourt Shareholders who have not yet accepted the Offer are
reminded to complete and return their Form of Acceptance along with their share
certificates as soon as possible.


SAM intends to procure that Ashcourt applies for the cancellation of the trading
of the Ashcourt Shares on AIM. Such cancellation will be subject to a 20
business day notice period, and accordingly it is anticipated that cancellation
of trading will take place on or about 23rd October 2005.


Save as set out above, neither SAM, nor any persons acting or deemed to be
acting in concert with SAM for the purpose of the Offer, owned or controlled any
Ashcourt Shares or any rights over such Ashcourt Shares prior to the
commencement of the Offer Period; and neither SAM, nor any person acting or
deemed to be acting in concert with SAM for the purposes of the Offer, has
acquired or agreed to acquire any Ashcourt Shares (or rights over Ashcourt
Shares) during the Offer Period.


Definitions used in the Offer Document dated 9 September 2005 have the same
meaning when used in this announcement, unless the context requires otherwise.



Enquiries:


Syndicate Asset Management Plc         Jonathan Freeman       
                                       Tel: [phone]

Noble & Company Limited                Matthew Hall           
(Financial adviser to SAM)             Tel: [phone]

Citigate Dewe Rogerson                 Justin Griffiths
(PR Advisor to SAM)                    Tel: [phone]


This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation or an offer to buy any securities, pursuant to the
Offer or otherwise.


The availability of the Offer to Ashcourt Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located.  Ashcourt Shareholders who are not resident in the
United Kingdom should inform themselves about and observe any applicable legal
or regulatory requirements in their jurisdictions.  The Offer is not being made,
and will not be made, directly or indirectly, in or into, or by use of the
mails, or by any means or instrumentality (including, without limitation, by
means of telephone, facsimile, telex, internet or other forms of electronic
communication) of interstate or foreign commerce, or by any facilities of a
national securities exchange of, the United States of America, Canada, Australia
or Japan and the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within those jurisdictions.  Accordingly,
copies of this announcement, the Offer Document, the Form of Acceptance and any
related offering documents are not being, and must not be, mailed, transmitted
or otherwise forwarded, distributed or sent, in whole or in part, in, into or
from the United States of America, Canada, Australia or Japan.  Custodians,
nominees and trustees should observe these restrictions and should not send or
distribute copies of this announcement, the Offer Document, the Form of
Acceptance and any related offering documents in, into or from the United States
of America, Canada, Australia or Japan.


Noble & Company, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for SAM and for no-one else
in connection with the Offer and will not be responsible to anyone other than
SAM for providing the protections afforded to customers of Noble & Company nor
for giving advice in relation to the Offer or any other matter referred to in
this announcement.


Insinger de Beaufort, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Ashcourt and for
no-one else in connection with the Offer and will not be responsible to anyone
other than Ashcourt for providing the protections afforded to customers of
Insinger de Beaufort nor for giving advice in relation to the Offer or any other
matter referred to in this announcement.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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