Brockhampton First Closing

RNS Number:3037N
South Downs Limited
19 November 2001





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

                               
                               
   Recommended Cash Offers by N M Rothschild & Sons Limited
             on behalf of South Downs Limited for
                   Brockhampton Holdings plc
                               
                               

South  Downs  announces that as at 3.00 p.m.  on  16  November
2001,  the first closing date for its recommended cash  offers
to  acquire the entire issued ordinary voting and "A" ordinary
non-voting  share  capital of Brockhampton, valid  acceptances
had  been  received  in  respect of  4,146,476    Brockhampton
Ordinary  Shares  and  42,504,224  Brockhampton  "A"   Shares,
representing approximately 97.2 per cent. and 95.1  per  cent.
of  the  issued  ordinary voting and "A"  ordinary  non-voting
share  capital, respectively, of Brockhampton.  Of  the  total
number of acceptances, elections for the Loan Note Alternative
have  been received in respect of 40,413 Brockhampton Ordinary
Shares  and  1,180,716  Brockhampton "A" Shares,  representing
approximately 0.95 per cent. and 2.6 per cent. of  the  issued
ordinary  voting  and "A" ordinary non-voting  share  capital,
respectively, of Brockhampton.

On   6   November  2001,  the  Ordinary  Offer  was   declared
unconditional as to acceptances.  The "A" Share Offer  is  now
also  declared unconditional as to acceptances.   Both  Offers
and  the  Loan  Note Alternative, as contained  in  the  Offer
Document  posted to Brockhampton Shareholders  on  26  October
2001, will remain open until further notice.

As at 24 October 2001, the date of announcement of the Offers,
South  Downs had received irrevocable undertakings  to  accept
the  Offers  in  respect  of 3,668,976  Brockhampton  Ordinary
Shares  and  23,074,424 Brockhampton "A" Shares,  representing
approximately 86.0 per cent. and 51.6 per cent. of the  issued
ordinary  voting  and "A" ordinary non-voting  share  capital,
respectively, of Brockhampton.  South Downs has  now  received
valid acceptances in respect of all of the Brockhampton Shares
subject  to  these  irrevocable  undertakings  and  these  are
included in the acceptance levels reported above.

Save  for  the  irrevocable undertakings  referred  to  above,
neither  South Downs nor any persons deemed to  be  acting  in
concert  with South Downs have acquired or agreed  to  acquire
any  Brockhampton Ordinary Shares or Brockhampton  "A"  Shares
during  the Offer Period commencing on 24 October 2001 and  no
acceptances of the Offers have been received from any  persons
deemed  to be acting in concert with South Downs.  Immediately
prior  to  the commencement of the Offer Period,  Mr  Nicholas
Roadnight and Mr Neville Smith, who are acting in concert with
South  Downs,  held,  together with their  connected  persons,
39,463   Brockhampton  "A"  Shares  and  options  over   1,472
Brockhampton  Ordinary  Shares  and  28,765  Brockhampton  "A"
Shares.    Save   for  these  options  and   the   irrevocable
undertakings  summarised above, neither South  Downs  nor  any
persons  deemed  to be acting in concert with South  Downs  at
that time held any Brockhampton Shares.

The  definitions set out in the Offer Document dated 26 October
2001 apply to this announcement unless otherwise indicated.


Enquiries

South Downs:
Rory Cullinan                       Tel:    [phone]
Nicholas Roadnight                  Tel:    [phone]

Rothschild:
Richard Noble                       Tel:    [phone]
Ed Welsh                            Tel:    [phone]

Brockhampton:
Martin Copp                         Tel:    [phone]

Close Brothers:
Peter Alcaraz                       Tel:    [phone]
David Bezem                         Tel:    [phone]

Smithfield Financial:
John Antcliffe                      Tel:    [phone]


Rothschild,  which is regulated in the United Kingdom  by  The
Securities  and Futures Authority Limited, is acting  for  RBS
and  South  Downs and for no one else in connection  with  the
Offers  and will not be responsible to anyone other  than  RBS
and  South  Downs  for providing the protections  afforded  to
customers  of Rothschild nor for giving advice in relation  to
the Offers.

Close  Brothers, which is regulated in the United  Kingdom  by
The  Securities and Futures Authority Limited, is  acting  for
Brockhampton and for no one else in connection with the Offers
and  will not be responsible to anyone other than Brockhampton
for  providing the protections afforded to customers of  Close
Brothers nor for giving advice in relation to the Offers.

The Offers (including the Loan Note Alternative) are not being
made,  directly or indirectly, in or into, or by  use  of  the
mails, or by any  means or instrumentality (including, without
limitation,  facsimile or electronic transmission,  telex  and
telephone)  of  interstate  or foreign  commerce,  or  of  any
facility  of  a  national securities exchange of,  the  United
States,  Canada, Australia or Japan and the Offers  cannot  be
accepted  by any such use, means, instrumentality or  facility
or from within the United States, Canada, Australia or Japan.

The  Loan  Notes  have not been, and will not  be,  registered
under the Securities Act nor under the securities laws of  any
state of the United States nor the applicable securities  laws
of  Canada,  Australia or Japan.  The Loan Notes  may  not  be
offered, sold or delivered (directly or indirectly) in or into
the United States, Canada, Australia or Japan.