Brockhampton Ordinary Offer

RNS Number:7434M
South Downs Limited
7 November 2001




    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
         THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
                               
                                            7 November 2001
                               
                              
   Recommended Cash Offers by N M Rothschild & Sons Limited
             on behalf of South Downs Limited for
                   Brockhampton Holdings plc
                               
                              
South  Downs  announces  that its recommended  cash  offer  to
acquire the ordinary voting share capital of Brockhampton (the
"Ordinary  Offer")  is unconditional as to  acceptances.   The
Ordinary Offer and the Loan Note Alternative, as contained  in
the Offer Document posted by South Downs to shareholders on 26
October 2001, will remain open until further notice.

As at 3.00 p.m. on 6 November 2001, valid acceptances had been
received  in  respect  of  3,873,762    Brockhampton  Ordinary
Shares,  representing  approximately 90.8  per  cent.  of  the
issued ordinary voting share capital of Brockhampton.  Of  the
total  number  of  acceptances, elections for  the  Loan  Note
Alternative   have   been  received  in   respect   of   4,765
Brockhampton  Ordinary Shares, representing approximately  0.1
per  cent.  of  the  issued ordinary voting share  capital  of
Brockhampton.

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

The "A" Share Offer has not yet been declared unconditional as
to  acceptances.   The  Ordinary Offer is  conditional,  inter
alia, upon valid acceptances being received in respect of  not
less than 90 per cent. of the Brockhampton "A" Shares to which
the "A" Share Offer relates.

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  during  the  Offer  Period
commencing  on  24  October 2001 and  no  acceptances  of  the
Ordinary  Offer 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,
who is acting in concert with South Downs, held, together with
his   connected  persons,  options  over  1,472   Brockhampton
Ordinary  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 Ordinary 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 providing 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  USA,
Canada,  Australia or Japan and the Offers cannot be  accepted
by  any  such use, means, instrumentality or facility or  from
within the USA, 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 USA 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  USA,
Canada, Australia or Japan.