Offer for Ashcourt Holdings

RNS Number:0565R
Syndicate Asset Management PLC
09 September 2005



OFFER FOR ASHCOURT HOLDINGS PLC



Not for release, publication or distribution in, into or from Australia, Canada,
Japan or the United States of America



EMBARGOED FOR RELEASE 7.05AM



9 September 2005



                             RECOMMENDED CASH OFFER

                                       by



                            Noble & Company Limited



                                  on behalf of



                     Syndicate Asset Management plc ('SAM')



            for the entire issued and to be issued share capital of



                       Ashcourt Holdings Plc ('Ashcourt')



                                                                9 September 2005



Summary



*       The Boards of SAM and Ashcourt announce today that they have reached
agreement on the terms of a recommended cash offer to be made by Noble & Company
on behalf of SAM, to acquire the entire issued and to be issued ordinary share
capital of Ashcourt.



*       The Offer will be 210 pence in cash for each Ashcourt Share, valuing the
existing issued share capital of Ashcourt at approximately #12.9 million and
approximately #13.1 million if all outstanding Ashcourt Share Options are
exercised.



*       The Offer price of 210 pence per Ashcourt Share represents a premium of
88.5 pence or approximately 73 per cent. to the Closing Price of 121.5 pence per
Ashcourt Shares on 8 September 2005, being the last business day prior to the
commencement of the Offer Period.



*       The Offer will be conditional, inter alia, on admission of SAM's
Ordinary Shares to AIM, and certain regulatory bodies having granted consent to
the acquisition by SAM of Ashcourt.





*       SAM has 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. The undertakings given by the Ashcourt
Directors will be binding, even if a higher competing offer is announced by a
third party unless the Offer lapses.



*       SAM has been established as a strategic investment company specifically
to build a fund management group.  It is intended that this will be achieved by
consolidating a number of existing fund management companies in a way that
allows the fund managers to pursue their own business strategies whilst
benefiting from the economics of scale that can be derived from being part of a
larger group.  SAM aims to achieve long term capital growth for its Shareholders
through the purchase of other unquoted and quoted fund management companies and
through the organic growth of businesses already owned. SAM will actively manage
any investments it makes with the management of subsidiary companies being
encouraged to pursue business strategies that will result in growth of revenue
and profitability.  It is expected that acquisitions will principally be based
in the UK.  Acquisitions may also however include businesses that are located
elsewhere in the EU and other "offshore" centres.





David Pinckney, Chairman of SAM, commented:

"This is an important step in the development of our company and comes at a time
when we believe the opportunities for further consolidation in the fund
management industry are extremely attractive.  Our acquisition of Ashcourt is
the first step in this process and I am confident that this will provide a solid
base on which to build a successful fund management group"





John Morton, Chief Executive of Ashcourt, commented:

"This is a great deal for our shareholders, our clients and our staff.  SAM
shares our belief in the future consolidation of the industry and its strategy
is almost identical to ours.  We are delighted to be the first in the SAM stable
and especially so as SAM realises the importance of its acquired companies
retaining a strong degree of autonomy.  We look forward to building still
further the Ashcourt businesses, bolstered by the additional financial support
available to us through SAM."



This summary should be read in conjunction with the accompanying full text of
this announcement.  The conditions and certain further terms of the Offer are
set out in Appendix 1 of this announcement.



It is anticipated that the Offer Document will be dispatched to Ashcourt
Shareholders as soon as practicable.





Enquiries:


SAM plc                                  Jonathan Freeman
                                         Tel:  [phone]

Noble & Company Limited                  Matthew Hall
(Financial Advisers to SAM)              Rory Boyd
                                         Tel: [phone] and 0131 225 9677

Ashcourt Holdings Plc                    John Morton
                                         Tel: [phone]

Insinger de Beaufort                     Stephen Goschalk
(Financial Advisers to Ashcourt)         Jasper Allen
                                         Tel: [phone]

Citigate Dewe Rogerson                   Sarah Gestetner
(PR Adviser 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 attached announcement in Appendix 2 contains definitions of certain
expressions used in this announcement.



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.





Dealing Disclosure Requirements



Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control relevant
securities of SAM or Ashcourt, owns or controls, or becomes the owner or
controller, directly or indirectly, of one per cent. or more of any class of
securities of SAM or Ashcourt is required to disclose, by not later than 12.00
noon (London time) on the London business day following the date of the relevant

transaction, dealings in such securities of that company (or in any option in
respect of, or derivative referenced to, any such securities) during the period
to the date on which the offer becomes or is declared unconditional as to
acceptances or lapses or is otherwise withdrawn.



Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of SAM or Ashcourt by SAM or Ashcourt, or by any of their respective
"associates" (within the meaning of the City Code) must also be disclosed.



If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number [phone]; fax [phone].


OFFER FOR ASHCOURT HOLDINGS PLC



Not for release, publication or distribution in, into or from Australia, Canada,
Japan or the United States of America



FOR IMMEDIATE RELEASE



9 September 2005



                             RECOMMENDED CASH OFFER

                                       by



                            Noble & Company Limited



                                  on behalf of



                     Syndicate Asset Management plc ('SAM')



            for the entire issued and to be issued share capital of



                       Ashcourt Holdings Plc ('Ashcourt')



                                                                9 September 2005

1.     Introduction

The Boards of SAM and Ashcourt announce today that they have reached agreement
on the terms of a recommended cash offer to be made by Noble & Company, on
behalf of SAM, to acquire the entire issued and to be issued ordinary share
capital of Ashcourt.  The Offer will be 210 pence in cash for each Ashcourt
Share, which values the entire issued share capital of Ashcourt at approximately
#12.9 million, or approximately #13.1 million if all outstanding Ashcourt Share
Options are exercised.  It is anticipated that the Offer document will be
dispatched to Ashcourt Shareholders as soon as possible.



The Offer will be conditional, inter alia, on Admission and relevant regulatory
bodies having granted and not revoked any required consent to the acquisition by
SAM of Ashcourt.



2.     Terms of the Offer

On behalf of SAM, Noble & Company will offer to acquire the entire issued and to
be issued share capital of Ashcourt, on the terms and subject to the conditions
set out or referred to in Appendix 1 to this announcement and the Offer Document
and the Form of Acceptance, on the following basis:



                   for each Ashcourt Share 210 pence in cash



The Offer price per Ashcourt Share represents a premium of 88.5 pence or
approximately 73 per cent. to the Closing Price of 121.5 pence per Ashcourt
Share on 8 September 2005, being the last business day prior to the commencement
of the Offer Period.



The Ashcourt Shares to be acquired under the Offer will be acquired by SAM fully
paid with full title guarantee, free from all liens, equities, charges,
encumbrances, rights of pre-emption and any other third party right or interest
of any nature whatsoever and together with all rights now or hereafter attaching
thereto, including voting rights and, without limitation, the right to receive
and retain in full all dividends, interest and other distributions (if any)
declared, made or paid on or after the date of this announcement.



The Offer will extend to Ashcourt Shares unconditionally allotted or issued and
fully paid (or credited as fully paid) prior to the date on which the Offer
closes (or such earlier date(s) as SAM may, subject to the City Code decide, not
being earlier than the date on which the Offer becomes or is declared
unconditional as to acceptances or, if later, the First Closing Date), including
any such Ashcourt Shares unconditionally allocated or issued pursuant to the
exercise of Ashcourt Options.



Further details of the proposals will be sent to holders of Ashcourt Share
Options after the Offer becomes or is declared unconditional in all respects.



3.     Irrevocable undertakings to accept the Offer



SAM has 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 1,764,756 Ashcourt
Shares, representing approximately 29 per cent. of Ashcourt's current issued
ordinary share capital. The undertakings given by the Ashcourt Directors and
certain of their associates will be binding, even if a higher competing offer is
announced by a third party unless the Offer lapses.

Further details of these irrevocable undertakings to accept the Offer are set
out in paragraph 14 to this announcement and will be set out in the Offer
Document.



4.     Background to and reasons for the Offer

SAM has been established as a strategic investment company specifically to build
a fund management group.  It is intended that this will be achieved by
consolidating a number of existing fund management companies in a way that
allows the fund managers to pursue their own business strategies whilst
benefiting from the economics of scale that can be derived from being part of a
larger group.



The SAM Directors believe that Ashcourt, given its history of successfully
acquiring and integrating asset management businesses, represents a suitable
acquisition target to initiate the investment strategy of SAM.



Since its formation, Ashcourt has grown, principally through acquisition.
Ashcourt's business strategy is to continue this acquisitive behaviour, which
will necessitate access to further capital.  The Ashcourt Directors cannot be
certain that such debt and equity capital will be available to Ashcourt on terms
acceptable to the Ashcourt Board, if at all.  The Ashcourt Directors believe
there is a significant opportunity to continue to pursue a rapid growth in its
asset management and investment advisory businesses and that access to SAM's
capital will facilitate this expansion.



In recommending the Offer, the Ashcourt Board has taken into account the premium
the offer price per Ashcourt Share represents to the Closing Price on 8
September 2005, being the last business day prior to the commencement of the
Offer Period and believe the Offer provides an attractive cash exit for Ashcourt
Shareholders.



5.     Information on Ashcourt

The Business

The business of Ashcourt started in 1994 as the asset management division of a
firm of solicitors. It was established by its current Chief Executive, John
Morton, and by 2000 managed assets of #50 million, whereupon it was de-merged to
form an independent asset management company. Since then, Ashcourt has grown,
principally through the acquisition of similar solicitors' asset management
businesses, to a company managing, or advising on, approximately #600 million of
funds (as at 30 April 2005) split equally between two separate arms: an asset
management function and an investment advisory function.

Ashcourt joined the OFEX market on 7 October 2002, and commenced trading at 75
pence per share. On 25 June 2004 Ashcourt moved from OFEX to AIM. Ashcourt's
results for the year ended 30 April 2005 showed a profit after tax of #37,191,
on turnover of #5,149,887.

Activities

Ashcourt is not only an investment manager but also provides tax planning,
pensions and life assurance services.  It also manages a number of trusts,
charities and pension funds.  Ashcourt's philosophy is to ensure that clients
receive a high level of personal service from their asset manager and that
management of risk is equally as important as the pursuit of gain.

Ashcourt has developed a series of local offices across the South of England,
primarily as a result of its acquisitions.  Its head office is in Kent but it
also has offices at other location including London, Winchester and Brighton.

Structure

Ashcourt principally operates through the following wholly owned subsidiaries of
Ashcourt Holdings Plc:

*     Ashcourt Asset Management Limited, which is an independent asset
management company offering services to some 2,200 private investors. It also
manages or advises a number of collective funds based in the UK, Dublin and
Guernsey.

*     Ashcourt Asset Management Guernsey Limited, which is a management company
appointed to manage the Ashcourt Select Portfolio and the Ashcourt Sterling Bond
Fund. It is based in Guernsey and regulated by the Guernsey Financial Services
Commission. It also operates in conjunction with its wholly owned subsidiary
Ashcourt Nominees Guernsey Limited to offer offshore asset management services.

*     Ashcourt Investment Advisers Limited, which offers independent pension and
financial planning advice to both private and corporate clients.



The Ashcourt Board

The Ashcourt Board comprises:

Geoffrey Dearing                (Chairman, Non-executive director)
John Morton                     (Chief Executive Officer)
Timothy Thornton Jones          (Non-executive director)
Christopher Brown               (Non-executive director)
Lisa Felstead                   (Chief Operating Officer)
Russell Race                    (Non-executive director)
Stephen Oxley                   (Non-Executive director)
David Russell                   (Non-executive director)



Geoffrey Dearing, Stephen Oxley, Timothy Thornton Jones, Christopher Brown,
Russell Race and David Russell, all being non-executive directors of Ashcourt,
will all resign from the Ashcourt Board upon the Offer becoming or being
declared unconditional in all respects.

6.     Information on SAM

SAM has been established as a strategic investment company specifically to build
a fund management group.  It is intended that this will be achieved by
consolidating a number of existing fund management companies in a way that
allows the fund managers to pursue their own business strategies whilst
benefiting from the economics of scale that can be derived from being part of a
larger group.

SAM aims to achieve long term capital growth for its shareholders through the
purchase of other unquoted and quoted fund management companies and through the
organic growth of businesses already owned.  SAM will actively manage any
investments it makes, with the management of subsidiary companies being
encouraged to pursue business strategies that will result in growth of revenue
and profitability.  It is expected that acquisitions will principally be based
in the UK.  Acquisitions may also, however, include businesses that are located
elsewhere in the EU and other "offshore" centres.

SAM is domiciled in the United Kingdom and was incorporated and registered in
England and Wales on 30 March 2005 as a public limited company with the name
Syndicated Asset Management plc and registered number 5406945.  On 7 April 2005,
the name Syndicated Asset Management plc was changed to Syndicate Asset
Management plc.  The liability of SAM's members is limited.  It is proposed SAM
will be admitted to AIM on or around 23 September 2005.

The current directors of SAM are David Pinckney (Non-executive Chairman),
Kenneth West (executive director), and Jonathan David Freeman (executive
director).

It is proposed that John Morton will join the board of directors of SAM upon the
Offer becoming or being declared unconditional in all respects.

Further information relating to SAM will be set out in the Offer Document.

8.     Financing arrangements

Full acceptance of the Offer by Ashcourt Shareholders (assuming the full
exercise of Ashcourt Share Options) will result in a maximum consideration
payable by SAM of approximately #13.1 million in cash. Noble & Company is
satisfied that sufficient resources are available to SAM to satisfy full
acceptance of the Offer.

9.     Inducement fee

SAM and Ashcourt have entered into an inducement fee agreement. Under this
agreement, to assist SAM to make the Offer, Ashcourt has agreed to pay SAM a fee
equal to SAM's reasonable costs and expenses in relation to the Offer, such
amount not to exceed the lower of #80,000 (excluding VAT) and 1 per cent. of the
equity value of the Offer, where the Ashcourt Directors withdraw or modify their
unanimous approval or recommendation of the Offer or approve the recommendation
of an independent competing offer.

10.   Directors, management and employees of Ashcourt Group

The SAM Board has given assurances to the Ashcourt Directors that, on the Offer
becoming or being declared unconditional in all respects, the existing rights,
including pension rights of the Ashcourt Group employees will be safeguarded.

All employees will be offered the opportunity to participate in an employees
incentive scheme to be established by SAM on terms no less favourable to
Ashcourt Group employees than those they currently enjoy.

11.   Ashcourt Preference Shares

SAM will make a separate offer to the holders of the Ashcourt Preference Shares,
conditional upon the Offer becoming or being declared wholly unconditional, to
acquire at #1 per Ashcourt Preference Share (being the par value of the Ashcourt
Preference Shares) all the outstanding Ashcourt Preference Shares which were
issued pursuant to the terms of the sale and purchase agreement entered into by
Ashcourt on 9 July 2003 relating to the acquisition of the entire issued share
capital of Barney Wilkins & Howard Limited.

12.   Ashcourt Share Options

The Offer extends to Ashcourt Shares unconditionally allotted or issued and
fully paid (or credited as fully paid) prior to the date on which the Offer
closes (or such earlier date(s) as SAM may, subject to the City Code decide, not
being earlier than the date on which the Offer becomes or is declared
unconditional as to acceptances or, if later, the First Closing Date), including
any such Ashcourt Shares unconditionally allotted or issued pursuant to the
exercise of Ashcourt Share Options.



To the extent that Ashcourt Share Options are not exercised, in the event that
the Offer becomes or is declared unconditional in all respects, SAM will make
appropriate proposals as soon as reasonably practicable, including at least the
option of a cash cancellation offer, to holders of the Ashcourt Share Options.

Further details of the proposals will be sent to holders of the Ashcourt Share
Options after the Offer becomes or is declared unconditional in all respects.



13.   Compulsory acquisition, de-listing and re-registration

If SAM receives acceptances under the Offer in respect of 90 per cent. or more
of the Ashcourt Shares to which the Offer relates, SAM intends to exercise its
right pursuant to the provisions of sections 428 to 430F of the Act to acquire
compulsorily the remaining Ashcourt Shares to which the Offer relates on the
same terms as the Offer.

As soon as it is appropriate and possible to do so, subject to the Offer
becoming or being declared unconditional in all respects and subject to any
applicable requirements of the London Stock Exchange, SAM intends to procure
that Ashcourt applies for cancellation of the trading in Ashcourt Shares on AIM.
It is anticipated that the cancellation of the trading of the Ashcourt Shares on
AIM will take effect no earlier than 20 business days following the date upon
which the Offer becomes or is declared unconditional in all respects.
Cancellation of the trading of Ashcourt Shares on AIM would significantly reduce
the liquidity and marketability of any Ashcourt Shares which are not acquired by
SAM.

Following the Offer becoming or being declared unconditional in all respects and
the cancellation of the trading of the Ashcourt Shares on AIM, it is also the
intention of SAM to procure that a resolution is proposed to re-register
Ashcourt as a private company.



14. Irrevocable undertakings to accept the Offer

As at the close of business, on 8 September 2005 (being the latest practicable
date prior to this announcement), SAM has 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.

The following Ashcourt Shareholders have given irrevocable undertakings, which
are binding even if a higher competing offer is announced by a third party
unless the Offer lapses:


                                                                    Options over
                                                            No. of      Ashcourt
Name                                               Ashcourt Shares        Shares
John Morton (Ashcourt Director)                            512,504        21,100
Rebecca Morton (wife of John Morton)                        32,660             -
John Morton (as trustee for his children)                    2,000             -
Geoffrey Dearing (Ashcourt Director)                       168,011             -
Elisabeth Dearing (wife of Geoffrey Dearing)                11,432             -
David Russell (Ashcroft Director)                           91,407             -
Irene Russell (wife of David Russell)                        9,181             -
Christopher Brown (Ashcourt Director)                      112,543             -
Stephen Oxley (Ashcourt Director)                           81,769             -
Timothy Thornton Jones (Ashcourt Director)                  30,274             -
Lisa Felstead (Ashcourt Director)                            9,000        21,100

The following Ashcourt Shareholders have given irrevocable undertakings which
are not binding if a higher offer is received and recommended by the Ashcourt
Board:


                                                                    Options over
                                                           No. of       Ashcourt
Name                                              Ashcourt Shares         Shares
John Morton & Simon Palmer (as trustees)                  183,559              -
S. John Taylor                                            207,766              -
A. Roger Howells                                          312,650              -

All of the above irrevocable undertakings are dated 8 September 2005 and cease
to apply if:

*       the press announcement relating to the Offer is not signed by 5 p.m. two
business days after the date of the irrevocable undertaking; or

*       the Offer is withdrawn or lapses; or

*       the Offer Document is not despatched within 28 days of the date on which
the press announcement relating to the Offer is signed or such later date as may
be agreed from time to time between or on behalf of SAM and Ashcourt or their
respective financial advisers and (where its agreement is required under the
City Code) by the Panel.



15.   General


(a)   The conditions and certain further terms of the Offer are contained in
Appendix 1 of this announcement.  The full terms of the Offer will be set out in
the Offer Document and the Form of Acceptance.

(b)   The Offer Document, together with a Form of Acceptance, will be despatched
to Ashcourt Shareholders and, for information only, to holders of Ashcourt Share
Options.

(c)    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.

(d)   Save for the decision by the Ashcourt Board to pay to John Morton and Lisa
Felsted #21,450 each in lieu of certain options that were to be granted and for
John Morton having entered into a service agreement with SAM, which will be
conditional on the Offer becoming or being declared unconditional in all
respects, there is no agreement, arrangement or understanding (including any
compensation arrangement) between SAM or any person deemed to be acting in
concert with it and any of the directors, recent directors, shareholders or
recent shareholders of Ashcourt having any connection with or dependence on, or
which is conditional upon the outcome of, the Offer.

(e)    On 1 August 2005 Ashcourt entered into a licence with Thirty Acre
Stables, a partnership in which John Morton and Rebecca Morton are interested,
in relation to the use of certain parts of the property at Thirty Acre Barn,
Shepherds Walk, Headley, Surrey KT18 6BX for disaster recovery purposes. This
licence is given in consideration of a monthly fee of #488.92 payable by
Ashcourt to Thirty Acre Stables.

(f)     No proposal exists in connection with the Offer whereby any payment or
other benefit is to be made or given to any of the Ashcourt Directors as
compensation for loss of office or in connection with his retirement from
office.

(g)   There is no agreement, arrangement or understanding whereby the beneficial
ownership of any Ashcourt Shares acquired by SAM pursuant to the Offer will be
transferred to any other person.

(h)   Noble & Company, which is regulated in the United Kingdom by the Financial
Services Authority, has given and not withdrawn its written consent to the issue
of this announcement and the Offer Document with the inclusion of its name and
its advice and references thereto in the form and context in which it appears.

(i)     Insinger de Beaufort, which is regulated in the United Kingdom by the
Financial Services Authority, has given and not withdrawn its written consent to
the issue of this announcement and the Offer Document with the inclusion of its
name and its advice and references thereto in the form and context in which it
appears.

(j)     The Ashcourt Shares have been traded on AIM since 25 June 2004. The SAM
shares are not traded on any Recognised Investment Exchange, as defined by the
Financial Services and Markets Act 2000.

(k)   No dividends will be paid on Ashcourt Shares prior to the Offer being
completed. The Ashcourt Shares are thus to be transferred cum dividend.

(l)     The emoluments of the SAM Directors will not be affected by the
acquisition of Ashcourt nor by any other associated transaction.

Enquiries:

SAM plc                                     Jonathan Freeman
                                            Tel: [phone]

Noble & Company Limited                     Matthew Hall
(Financial Advisers to SAM)                 Rory Boyd
                                            Tel: [phone] and 0131 225 9677

Ashcourt Holdings Plc                       John Morton
                                            Tel: [phone]

Insinger de Beaufort                        Stephen Goschalk
(Financial Advisers to Ashcourt)            Jasper Allen
                                            Tel: [phone]

Citigate Dewe Rogerson                      Sarah Gestetner
(PR Adviser 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 attached announcement in Appendix 2 contains definitions of certain
expressions used in this announcement.



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.



Dealing Disclosure Requirements



Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control relevant
securities of SAM or Ashcourt, owns or controls, or becomes the owner or
controller, directly or indirectly, of one per cent. or more of any class of
securities of SAM or Ashcourt is required to disclose, by not later than 12.00
noon (London time) on the London business day following the date of the relevant

transaction, dealings in such securities of that company (or in any option in
respect of, or derivative referenced to, any such securities) during the period
to the date on which the offer becomes or is declared unconditional as to
acceptances or lapses or is otherwise withdrawn.



Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of SAM or Ashcourt by SAM or Ashcourt, or by any of their respective
"associates" (within the meaning of the City Code) must also be disclosed.



If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number [phone]; fax [phone].


Appendix 1



Conditions and Further Terms of the Offer

                        Part A: Conditions of the Offer

The Offer is subject to the following conditions:

(a)   valid acceptance of the Offer being received (and not, where permitted,
withdrawn) by 1.00 p.m. (London time) on 30 September 2005 (the First Closing
Date) or such later time(s) and/or date(s) as SAM may, subject to the Code,
decide in respect of not less than 90 per cent. in nominal value (or such lesser
percentage as SAM may decide) of the Ashcourt Shares to which the Offer relates,
provided that this condition will not be satisfied unless SAM and its
wholly-owned subsidiaries shall have acquired, or agreed to acquire, pursuant to
the Offer or otherwise, Ashcourt Shares carrying more than 50 per cent. of the
voting rights normally exercisable at a general meeting of Ashcourt, including
for this purpose (to the extent, if any, required by the Panel) any such voting
rights attaching to any Ashcourt Shares that are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to acceptances
whether pursuant to the exercise of any outstanding subscription or conversion
rights or otherwise and for the purposes of this condition:

(i)    shares which have been unconditionally allotted but not issued shall be
deemed to carry the voting rights they will carry on issue; and

(ii)   the expression "Ashcourt Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F of the Act; and

(iii)  valid acceptances shall be deemed to have been received in respect of
Ashcourt Shares which are treated for the purposes of section 429(8) of the Act
as having been acquired or contracted to be acquired by SAM and/or its
wholly-owned subsidiaries by virtue of acceptances of the Offer;

(b)   an announcement by AIM that it will admit the entire issued share capital
of SAM for trading on AIM;

(c)  the UK Financial Services Authority having granted and not revoked any
required consent to the acquisition by SAM (and all other persons who, as a
result of the Offer becoming or being declared unconditional in all respects,
will acquire direct or indirect control of Ashcourt) of control of Ashcourt and,
where relevant, any other member of the Ashcourt Group either:

        (i)    unconditionally in writing; or

        (ii)   subject to conditions which are reasonably satisfactory to SAM;

(d)   each of the Guernsey Financial Services Commission and Irish Financial
Services Regulatory Authority having granted and not revoked any required
consents to the acquisition by SAM (and all other persons who, as a result of
the Offer becoming or being declared unconditional in all respects, will acquire
direct or indirect control of Ashcourt) of control of Ashcourt and, where
relevant, any other member of the Ashcourt Group either:

(i)    unconditionally in writing; or

(ii)   subject to conditions which are reasonably satisfactory to SAM;

(e)   no government or governmental, quasi-governmental, supranational,
statutory or regulatory body or association, institution or agency (including
any trade agency) or any court or other body (including any professional or
environmental body) or person in any jurisdiction (each a "Relevant Authority")
having decided to take, instituted or threatened any action, proceeding, suit,
investigation, enquiry or reference or enacted, made or proposed and there not
continuing to be outstanding any statute, regulation, order or decision that
would or might be reasonably expected to:

(i)    make the Offer or the acquisition or the proposed acquisition of any
shares in, or control of, Ashcourt by SAM (or any other member of the SAM Group)
void, unenforceable or illegal or directly or indirectly prohibit or otherwise
materially restrict, delay or interfere with the implementation of, or impose
material additional conditions or obligations with respect to, or otherwise
challenge, the Offer or the acquisition of any Ashcourt Shares or control of
Ashcourt by any member of the SAM Group;

(ii)   require the divestiture by the SAM Group or the Ashcourt Group of all or
any substantial part of their respective businesses, assets or properties or
impose any material limitation on their ability to conduct all or any part of
their respective businesses and to own any of their respective assets or
properties in each case to an extent which is material in the context of the SAM
Group taken as a whole or, as the case may be, the Ashcourt Group taken as a
whole;

(iii)  impose any material limitation on, or result in any material delay in,
the ability of any member of the SAM Group to acquire or hold or to exercise
effectively, directly or indirectly, all or any rights of ownership of shares or
other securities (or the equivalent) in, or to exercise management control over,
any member of the Ashcourt Group or on the ability of any member of the Ashcourt
Group to hold or exercise effectively, directly or indirectly, all or any rights
of ownership of shares or other securities (or the equivalent) in, or to
exercise management control over, any other member of the Ashcourt Group in each
case to an extent which is material in the context of the SAM Group taken as a
whole or, as the case may be, the Ashcourt Group taken as a whole;

(iv)  require any member of the SAM Group or of the Ashcourt Group to acquire or
offer to acquire any shares or other securities (or the equivalent) in any
member of the Ashcourt Group or any member of the SAM Group where such
acquisition would be material in the context of the SAM Group taken as a whole
or, as the case may be, the Ashcourt Group taken as a whole;

(v)   impose any material limitation on the ability of any member of the SAM
Group or the Ashcourt Group to integrate or co-ordinate its business, or any
part of it, with the businesses or any part of the businesses of any other
member of the SAM Group and/or the Ashcourt Group in each case in a manner which
would be material in the context of the SAM Group taken as a whole or, as the
case may be, the Ashcourt Group taken as a whole; or

(vi)  otherwise materially and adversely affect the business, assets, financial
or trading position or profits or prospects of any member of the SAM Group or of
the Ashcourt Group to an extent which is material in the context of the Ashcourt
Group taken as a whole or, as the case may be, the SAM Group taken as a whole,
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute or threaten any such action,
proceeding, suit, investigation, enquiry or reference having expired, lapsed or
been terminated;

(f)    all necessary filings having been made and all appropriate waiting
periods (including any extension thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated in each
case in respect of the Offer and the acquisition of any Ashcourt Shares or
control of Ashcourt by SAM and all authorisations, orders, grants, recognitions,
confirmations, licences, consents, clearances, permissions and approvals ("
authorisations") necessary or reasonably appropriate in any jurisdiction for or
in respect of the Offer and the proposed acquisition of any Ashcourt Shares or
control of Ashcourt by SAM (or any member of SAM Group) being obtained in terms
and in a form reasonably satisfactory to SAM from appropriate Relevant
Authorities or from any persons or bodies with whom any member of the SAM Group
or the Ashcourt Group has entered into contractual arrangements (in each case
where the absence of such authorisation would have a material adverse effect on
the Ashcourt Group taken as a whole) and such authorisations together with all
authorisations necessary or appropriate for any member of the Ashcourt Group to
carry on its business (where such business is material in the context of the
Ashcourt Group taken as a whole) remaining in full force and effect and no
intimation of any intention to revoke, suspend, restrict or modify or not to
renew any of the same having been made and all necessary statutory or regulatory
obligations in any jurisdiction in respect of the same having been complied
with;

(g)   except as disclosed in the Annual Report and Accounts of Ashcourt for the
year ended 30 April 2005, or as publicly announced to a Regulatory Information
Service by, or on behalf of, Ashcourt or as otherwise fairly disclosed to SAM
before 8 September 2005, there being no provision of any agreement, arrangement,
licence or other instrument to which any member of the Ashcourt Group is a party
or by or to which any such member or any of its assets is or may be bound,
entitled or subject which, as a result of the making or implementation of the
Offer or the acquisition or proposed acquisition by SAM of any Ashcourt Shares
or change in the control or management of Ashcourt or otherwise, would or might
(to an extent which is materially adverse in the context of the Ashcourt Group
taken as a whole) reasonably be expected to result in:

(i)    any material amount of moneys borrowed by or any other indebtedness
(actual or contingent) of any such member of the Ashcourt Group becoming
repayable or capable of being declared repayable immediately or earlier than the
stated repayment date or the ability of such member to borrow monies or incur
any material indebtedness being withdrawn or inhibited;

(ii)   the creation or enforcement of any mortgage, charge or other security
interest over the whole or any substantial part of the business, property or
assets of any such member of the Ashcourt Group or any such security interest
(whenever arising or having arisen) becoming enforceable;

(iii)  any assets or interest of any such member of the Ashcourt Group falling
to be disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged;

(iv)  the interest or business of any such member of the Ashcourt Group in or
with any other person, firm or company (or any agreements or arrangements
relating to such interest or business) being terminated or materially and
adversely affected;

(v)   any such member of the Ashcourt Group ceasing to be able to carry on
business under any name under which it presently does so;

(vi)  the value of any such member of the Ashcourt Group or its financial or
trading position being prejudiced or materially and adversely affected;

(vii) any such agreement, arrangement, licence or other instrument being
terminated or materially and adversely modified or any onerous obligation
arising or any material adverse action being taken or arising thereunder; or

(viii)the creation of any material liabilities (actual or contingent) by any
such member; and

(ix)  no event having occurred which, under any provision of any agreement,
arrangement, licence or other instrument to which any member of the Ashcourt
Group is a party or by or to which any such member or any of its assets may be
bound or be subject, could result in any events or circumstances as are referred
to in subparagraphs (i) to (viii) of paragraph (h) in any case where such result
would be material in the context of the Ashcourt Group taken as a whole;

(h)   except as disclosed in the Annual Report and Accounts of Ashcourt for the
year ended 30 April 2005 or as publicly announced to a Regulatory Information
Service by or on behalf of Ashcourt or as otherwise fairly disclosed to SAM on
or before 8 September 2005, no member of the Ashcourt Group having since 1 May
2004:

(i)    issued or agreed to issue or authorised the issue of additional shares of
any class, or securities convertible into, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible securities (save as
between Ashcourt and wholly-owned subsidiaries of Ashcourt or upon the exercise
of rights to subscribe for Ashcourt Shares pursuant to Ashcourt Share Options);

(ii)   recommended, declared, paid or made any bonus, dividend or other
distribution, whether payable in cash or otherwise, other than a distribution by
any wholly-owned subsidiary of Ashcourt;

(iii)  implemented or authorised any merger or demerger or (other than in the
ordinary course of business and provided not material) acquired or disposed of
or transferred, mortgaged or charged, or created any other security interest
over, any asset or any right, title or interest in any asset;

(iv)  implemented or authorised any reconstruction, amalgamation, scheme or
other transaction or arrangement (other than in the ordinary course of
business);

(v)   purchased, redeemed or repaid any of its own shares or other securities or
reduced or made or authorised any other change in its share capital (save for
matters referred to in sub-paragraph (i) of this paragraph (h));

(vi)  made or authorised any change in its loan capital or issued or authorised
the issue of any debentures (save as between Ashcourt and wholly-owned
subsidiaries of Ashcourt) or incurred or increased any indebtedness or
contingent liability;

(vii) entered into, varied or terminated, or authorised the entry into,
variation or termination of, any contract, commitment or arrangement (whether in
respect of capital expenditure or otherwise) which is outside the ordinary
course of business or which is of a long term, onerous or unusual nature or
magnitude or which involves or could involve an obligation of a nature or
magnitude which is material in the context of the Ashcourt Group taken as a
whole;

(viii) entered into any contract, commitment or arrangement which would be
materially restrictive on the business of any member of the Ashcourt Group;

(ix)  been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;

(x)   taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up (voluntary or otherwise), dissolution
or reorganisation (or for any analogous proceedings or steps in any
jurisdiction) or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer (or for the appointment of
any analogous person in any jurisdiction) of all or any of its assets and
revenues;

(xi)  waived, compromised or settled any claim otherwise than in the ordinary
course of business;

(xii) entered into or varied the terms of any service agreement or arrangement
with any director or, other than in the ordinary course, any senior executive of
Ashcourt;

(xiii)        made or consented to any change to the terms of the trust deeds
constituting the pension schemes established for its directors and/or employees
and/or their dependants or to the benefits which accrue, or to the pensions
which are payable there under, or to the basis on which qualification for or
accrual or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to, any change
to the trustees; or

(xiv)        entered into any contract, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) with respect
to, or proposed or announced any intention to effect or propose, any of the
transactions, matters or events referred to in this condition;

(i)    since 30 April 2005 (except as disclosed in the Annual Report and
Accounts of Ashcourt for the year then ended or as publicly announced to a
Regulatory Information Service by or on behalf of Ashcourt or as otherwise
fairly disclosed to SAM before 8 September 2005):

(i)    no adverse change having occurred in the business, assets, financial or
trading position or profits or prospects of any member of the Ashcourt Group
which is material in the context of the Ashcourt Group taken as a whole;

(ii)   no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the Ashcourt Group or to
which any member of the Ashcourt Group is a party (whether as plaintiff or
defendant or otherwise) and no investigation by any Relevant Authority or other
investigative body against or in respect of any member of the Ashcourt Group
having been threatened, announced, instituted or remaining outstanding by,
against or in respect of any member of the Ashcourt Group which would or might
reasonably be expected materially and adversely to affect the Ashcourt Group
taken as a whole; and

(iii)  no contingent or other liability having arisen which would or might
reasonably be expected materially and adversely to affect any member of the
Ashcourt Group taken as a whole;

(j)    SAM not having discovered that:

(i)    any financial, business or other information publicly disclosed at any
time by any member of the Ashcourt Group is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading which in any case is material and
adverse to the financial or trading position of the Ashcourt Group taken as a
whole; and

(ii)   any member of the Ashcourt Group is subject to any liability, contingent
or otherwise, which is not disclosed in the annual report and accounts of
Ashcourt for the year ended 30 April 2005 and which is material in the context
of the Ashcourt Group.

SAM will not invoke any of the above conditions, other than condition (a), so as
to cause the Offer to not proceed, to lapse or to be withdrawn unless the
circumstances which give rise to the right to invoke the relevant condition are
of material significance to SAM in the context of the Offer. Subject to the
foregoing, except with the consent of the Panel, the Offer will lapse unless all
the conditions relating to the Offer have been fulfilled or (if capable of
waiver) waived, or, where appropriate, have been determined by SAM to be, and
continue to be, satisfied by midnight (London time) on 21 October 2005 or by
midnight (London time) on the date which is 21 days after the date on which the
Offer becomes unconditional, whichever is the later, or such later date as SAM,
with the consent of the Panel, may decide. SAM shall be under no obligation to
waive or treat as fulfilled any of conditions (b) to (j) inclusive by a date
earlier than the date specified above for the fulfilment thereof notwithstanding
that the other conditions of the Offer may at such earlier date have been waived
or fulfilled and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.

If SAM is required by the Panel to make an offer for Ashcourt Shares under the
provision of Rule 9 of the City Code, SAM may make such alterations to the above
conditions of the Offer, including section (a), as are necessary to comply with
that Rule.

The Offer will lapse if, before 1.00 p.m. on the First Closing Date or the date
when the Offer becomes or is declared unconditional as to acceptances (whichever
is the later), the acquisition of Ashcourt is referred to the Competition
Commission.

Subject to the requirements of the Panel, SAM reserves the right to waive, in
whole or in part, all or any of the above conditions other than condition (a).



                       Part B: Further Terms of the Offer



Ashcourt Shares will be acquired by SAM fully paid up and free from all liens,
equities, charges, encumbrances and other third party rights and/or interests
and together with all rights now or hereafter attaching thereto, including the
right to receive and retain all dividends, interest and other distributions
declared, made or payable after the date of this announcement.



Appendix 2



                                   Definition

The following definitions apply throughout this announcement and the Offer
Document and the accompanying Form of Acceptance, unless the context otherwise
requires:

"acting in       as defined in the City Code
concert"

"Admission"      admission of the whole of SAM's ordinary share capital,
                 issued and to be issued, to trading on AIM becoming
                 effective as provided in Rule 6 of the AIM Rules

"AIM"            the AIM market operated by the London Stock Exchange

"AIM Rules"      the AIM rules as issued by the London Stock Exchange
                 from time to time

"Australia"      the Commonwealth of Australia, its states, possessions
                 and territories and all areas subject to its
                 jurisdiction and any political sub-division thereof

"business day"   any day other than a Saturday or a Sunday when banks are
                 open in London for general banking business

"Canada"         Canada, its possessions, provinces and territories and
                 all areas subject to its jurisdiction and any political
                 sub-division thereof

"certificated"
or "in
certificated
form"            a share or other security which is not in uncertificated
                 form (that is, not in CREST)

"City Code" or   The City Code on Takeovers and Mergers
"Code"

"Closing Price"  the closing middle market quotation of a Ashcourt Share
                 as derived from the Official List

"Companies Act"  the Companies Act 1985 (as amended)
or "the Act"

"Computershare"  Computershare Investor Services PLC

"CREST"          the relevant system (as defined in the Regulations) in
                 respect of which CRESTCo is the Operator (as defined in
                 the Regulations)

"CRESTCo"        CRESTCo Limited, the operator of CREST

"CREST Manual"   the reference manual issued by CRESTCo from time to time

"CREST member"   a person who has been admitted by CRESTCo as a
                 system-member (as defined in the Regulations)

"CREST           a person who is, in relation to CREST, a
participant"     system-participant (as defined in the Regulations)

"CREST Sponsor"  a CREST participant admitted to CREST as a CREST sponsor

"CREST Sponsored a CREST member admitted to CREST as a sponsored member
Member"

"Ashcourt"       Ashcourt Holdings Plc

"Ashcourt Board"
or
"Ashcourt        the directors of Ashcourt whose names are set out in
Directors"       paragraph 2 (b) of Part 6 of the Offer Document

"Ashcourt Group" Ashcourt and its subsidiaries and subsidiary
                 undertakings

"Ashcourt        zero coupon non-cumulative preference shares of #1.00
Preference       each in the capital of Ashcourt
Shares"

"Ashcourt        the existing unconditionally allotted or issued and
Shares" or       fully paid ordinary shares of 2 pence each in the
"Shares"         capital of Ashcourt and any further such ordinary shares
                 which are unconditionally allotted and / or issued and
                 fully paid (including pursuant to the exercise of the
                 Ashcourt Share Options) before the Offer closes or
                 before such earlier date as the directors of SAM may
                 (subject to the City Code) decide, not being earlier
                 than the date on which the Offer becomes or is declared
                 unconditional as to acceptances or, if later, the First
                 Closing Date

"Ashcourt
Shareholder(s)"
or "Shareholder  holders of Ashcourt Shares
(s)"

"Ashcourt Share  the EMI Options granted over Ashcourt shares
Options"

"EMI Option"     qualifying options pursuant to Schedule 5 ITEPA

"Document" or    the document containing the Offer
"Offer Document"

"Escrow Agent"   Computershare Investor Services PLC (in its capacity as
                 escrow agent as described in the CREST Manual)

"First Closing   the first closing date of the Offer, being 1.00 p.m. on
Date"            30 September 2005

"Form of         the form of acceptance and authority for use in
Acceptance" or   connection with the Offer accompanying the Offer
"Form"           Document

"ITEPA"          Income Tax (Earnings and Pensions) Act 2003

"Japan"          Japan, its cities and prefectures, territories and
                 possessions and all other areas subject to its
                 jurisdiction and any political sub-division thereof

"LIBOR"          the London Inter-Bank Offered Rate for sterling deposits

"Listing Rules"  the Listing Rules of the UKLA

"London Stock    London Stock Exchange plc
Exchange"

"member account  the identification code or number attached to any member
ID"              account in CREST

"Noble & Company Noble & Company Limited, which is authorised and
"                regulated by the Financial Services Authority and has
                 its registered address at 76 George Street, Edinburgh
                 EH2 3BU

"North American  a US Person and any individual, corporation,
Person"          partnership, trust or other entity resident in Canada,
                 provided however that the terms "North American Person"
                 and "US Person" shall not include a branch or agency of
                 a United States bank or insurance company that is
                 operating outside the United States for valid business
                 reasons as a locally registered branch or agency engaged
                 in the banking or insurance business and not solely for
                 the purpose of investing in securities not registered
                 under the Securities Act

"Offer"          the recommended cash offer being made by Noble & Company
                 on behalf of SAM to acquire all of the Ashcourt Shares
                 on the terms and subject to the conditions set out in
                 this announcement and the Offer Document and the Form of
                 Acceptance, (including, where the context so requires,
                 any subsequent revision, variation, extension or renewal
                 thereof)

"Offer Period"   the period commencing on 9 September 2005 and ending on
                 whichever of the following shall be the latest:
                 i.   the First Closing Date;
                 ii.  the time and date on which the Offer becomes or is
                      declared unconditional as to acceptances; and
                 iii. the time and date on which the Offer lapses
"Official List"  the Official List maintained by the UKLA

"Panel"          The Panel on Takeovers and Mergers

"Participant ID" the identification code or membership number used in
                 CREST to identify a particular CREST member or their
                 CREST participant

"Recognised
Investment
Exchange"        any investment exchange operating in the United Kingdom
                 recognised by the Financial Services Authority as a
                 Recognised Investment Exchange

"Regulations"    The Uncertificated Securities Regulations 2001 (SI 2001
                 No. 01/3755)

"SAM"            Syndicate Asset Management plc, incorporated under the
                 Companies Act with company number 5406945 and having its
                 registered office at 90 Gloucester Place, London W1U 6EH

"SAM Directors"
or
"Board of SAM"   the directors of SAM whose names are set out in
                 paragraph 2(a) of Part 6 of the Offer Document

"SAM Group"      SAM and its subsidiaries and subsidiary undertakings as
                 enlarged following the Offer being declared
                 unconditional in all respects

"SAM Ordinary    ordinary shares of 0.2 pence each in the capital of SAM
Shares"

"Securities Act" the United States Securities Act 1933, as amended and
                 the rules and regulations promulgated thereunder

"TFE             a transfer from escrow instruction (as defined in the
Instruction"     CREST Manual)

"TTE             a transfer to escrow instruction (as defined in the
Instruction"     CREST Manual)

"UKLA"           the Financial Services Authority acting in its capacity
                 as the competent authority for the purposes of Part VI
                 of the Financial Services and Markets Act 2000

"Uncertificated"
or "in
certificated"    a share or security which is for the time being recorded
                 on the relevant register of the share or security
                 concerned as being held in uncertificated form in CRE