Brockhampton Unconditional

RNS Number:3894O
South Downs Limited
7 December 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
                               
         OFFERS DECLARED UNCONDITIONAL IN ALL RESPECTS

South  Downs announces that all conditions to the Offers  have
now  either been satisfied or waived.  Accordingly, the Offers
have now been declared unconditional in all respects.

As  at  3.00 p.m. on 7 December 2001, the second closing  date
for the Offers, valid acceptances had been received in respect
of  4,166,306    Brockhampton Ordinary Shares  and  43,102,712
Brockhampton "A" Shares, representing approximately  97.7  per
cent. and 96.4 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
43,866 Brockhampton Ordinary Shares and 1,301,327 Brockhampton
"A"  Shares, representing approximately 1.0 per cent. and  2.9
per  cent. of the issued ordinary voting and "A" ordinary non-
voting share capital, respectively, of Brockhampton.

While  elections  for  the  Loan  Note  Alternative  have  not
exceeded the minimum acceptance condition as detailed  in  the
Offer  Document  posted  to Brockhampton  Shareholders  on  26
October  2001, South Downs has decided to waive this condition
and  will  issue Loan Notes to those Brockhampton Shareholders
who  have validly elected to receive Loan Notes in respect  of
all  or part of their Brockhampton Shares, in accordance  with
the terms contained in the Offer Document.

The  Offers and the Loan Note Alternative will remain open for
acceptances until further notice.

Cheques  for  consideration payable in respect of  acceptances
received not later than 3.00 p.m. on 7 December 2001  will  be
despatched  to accepting Brockhampton Shareholders  not  later
than 21 December 2001.  Brockhampton Shareholders who wish  to
accept the Offers and have not yet done so should return their
completed Forms of Acceptances as soon as possible.

South  Downs  intends  to apply for the  cancellation  of  the
listing  of Brockhampton Shares on the Official List  and  the
cancellation of trading in Brockhampton Shares on  the  London
Stock   Exchange.   South  Downs  also  intends   to   acquire
compulsorily any outstanding Brockhampton Shares to which  the
Offers  relate by applying the provisions of sections  428  to
430F of the Companies Act 1985.

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 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 shares and 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  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 clients of Rothschild nor  for  giving
advice in relation to the Offers.

Close Brothers 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 clients 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.