Offer Update

RNS Number:2671Q
Scamp Holdings Limited
29 January 2007


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE IT WOULD BE UNLAWFUL TO DO SO


                                                                 29 January 2007


                        SCAMP Holdings Limited ("SCAMP")


Second Closing Date - Recommended Cash Offer for Teesland Plc ("Teesland")
extension to 2 February 2007


1.  Level of acceptances

On 22 December 2006, SCAMP made a recommended cash offer to acquire the entire
issued and to be issued ordinary share capital of Teesland, not already owned or
otherwise contracted to be acquired by SCAMP or its associates, for 159.25 pence
per Teesland Share in cash.

The board of SCAMP is pleased to announce that, as at 1.00 p.m. on 26 January
2007 (being the second closing date of the Offer), valid acceptances of the
Offer had been received in respect of a total of 82,301,002 Teesland Shares,
representing approximately 65.51 per cent. of the issued share capital of
Teesland.

In addition, Scarborough Group Holdings plc (the parent company of SCAMP)
already holds 8,221,992 Teesland Shares (representing approximately 6.54 per
cent. of the issued share capital of Teesland).  Accordingly, SCAMP and its
associates now own or have received acceptances in respect of a total of
approximately 72.05 per cent. of the issued share capital of Teesland.   This
equates to a total of approximately 96.09 per cent. of the issued share capital
of Teesland excluding the interest held by Polygon Investment Partners LLP
through contracts for difference.


2.  Irrevocable undertakings and letters of intent to accept the Offer;
interests in Teesland Shares


Irrevocable undertakings and letters of intent

As at 22 December 2006, being the date on which the Offer Document was posted,
SCAMP had received irrevocable undertakings to accept, or procure the acceptance
of the Offer in respect of, in aggregate, 49,040,917 Teesland Shares,
representing approximately 39.0 per cent. of Teesland's issued share capital. In
addition, SCAMP had received non-legally binding letters of intent to accept the
Offer in respect of, in aggregate, 7,082,060 Teesland Shares, representing
approximately 5.6 per cent. of Teesland's issued share capital.  Valid
acceptances have been received in respect of all such Teesland Shares.


Concert parties

Valid acceptances have been received in respect of 15,191,746 Teesland Shares as
shown below from persons acting in concert with SCAMP:


Name                                              Number of      Percentage of issued share capital
                                            Teesland Shares     as at the date of this announcement
                                                                                                (%)

Kevin McCabe                                          2,275                                    0.00
Scott McCabe                                         46,755                                    0.04
Simon McCabe                                         46,755                                    0.04
Didier Tandy                                        221,311                                    0.18
Cesidio Di Ciacca                                 1,796,309                                    1.43
John Burnley                                      1,238,000                                    0.99
Stephen McBride                                   1,400,000                                    1.11
HBOS                                             10,440,341                                    8.31


Disclosure of interests

Save for the irrevocable undertakings and letters of intent referred to above
and to the information in the tables below, neither SCAMP nor any person acting
in concert with SCAMP for the purposes of the Offer has the benefit of any
irrevocable commitment or letter of intent in respect of any Teesland Shares or
has any interest in any Teesland Shares, or any short position (whether
conditional or absolute and whether in the money or otherwise and including any
short position under a derivative), any agreement to sell, any delivery
obligation, any right to require another person to purchase or take delivery in
respect of any Teesland Shares, any right to subscribe for any Teesland Shares
or any stock borrowing or lending arrangement in respect of any Teesland Shares.

Name                                              Number of      Percentage of issued share capital
                                            Teesland Shares     as at the date of this announcement
                                                                                                (%)

Kevin McCabe(1)                                       2,275                                    0.00
Didier Tandy                                        221,311                                    0.18
Scott McCabe                                         46,755                                    0.04
Cesidio Di Ciacca                                 1,796,309                                    1.43
Scarborough Group Holdings plc(2)                 8,651,886                                    6.89
Simon McCabe                                         46,755                                    0.04
John Burnley                                      1,238,000                                    0.99
Stephen McBride                                   1,400,000                                    1.11
Mickola Wilson                                    1,000,000                                    0.80
Marcus Shepherd                                     295,516                                    0.24
Paul Oliver                                       2,003,465                                    1.59
David Seddon                                         94,500                                    0.08
John Sims                                         3,673,316                                    2.92
Dr Stanley Quek                                     700,000                                    0.56
HBOS(3),(4)                                      10,440,341                                    8.31
GVi SAS                                           1,125,150                                    0.90
Michael Bruhn Erhverv A/S                         2,000,000                                    1.59
Steven Tattersall                                   604,000                                    0.48





(1) Kevin McCabe is also interested in the 8,651,886 Teesland Shares held by
Scarborough Group Holdings plc which are shown separately in the table above.

(2) This includes the 113,783 Teesland Shares held by Scarborough Executive
Pension Scheme and the 316,111 Teesland Shares held by The White House IIP
Trust.

(3) These Teesland Shares are held by Uberior Investments plc, a wholly-owned
subsidiary of HBOS.

(4) HBOS also, as at 24 January 2007, held an additional 8,085,767 Teesland
Shares under non-discretionary management.

The following options and awards over Teesland Shares had been granted to
persons acting in concert with SCAMP under the Teesland Share Schemes and remain
outstanding:


Name                                                   Number of Teesland Shares
Mickola Wilson                                                           398,936
Paul Oliver                                                              287,234
Marcus Shepherd                                                          141,489
John Sims                                                                191,489
David Seddon                                                             159,574


(1) All granted under The Teesland Plc Long Term Incentive Plan.

(2) The above numbers of Teesland Shares reflect awards on a fully vested basis.
These awards are subject to scaling back on a pro rated basis to reflect any
foreshortened performance period unless the Teesland remuneration committee, in
its discretion, determines an award on a fully vested basis is in the interests
of Teesland.


4.  Extension of the Offer

The Offer, which remains subject to the terms and conditions set out in the
Offer Document, is being extended for 7 days and will remain open for acceptance
until the next closing date which will be 1.00 p.m. on 2 February 2007.  Any
further extensions of the Offer will be announced publicly by 8.00 a.m. on the
business day following the day on which the Offer was otherwise due to expire,
or such later time or date as the Panel may agree.

Teesland Shareholders who wish to accept the Offer and who have not done so, and
who hold Teesland Shares in certificated form are urged to complete, sign and
return the Form of Acceptance as soon as possible and, in any event, so as to be
received by post or by hand by Capita Registrars at Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH no later than 1.00 p.m.
(London time) on 2 February 2007.  Teesland Shareholders who hold Teesland
Shares in uncertificated form (that is, in CREST) who wish to accept the Offer
are urged to accept the Offer by TTE instructions as soon as possible and, in
any event, so as to be settled not later than 1.00 p.m. on 2 February 2007.

Capitalised terms used, but not defined, in this announcement have the same
meaning as given to them in the offer document dated 22 December 2006 containing
the Offer, unless otherwise indicated.


Enquiries:

 SCAMP                                                          Tel: [phone]
 Kevin McCabe

 UBS (Financial Adviser and broker to SCAMP)                    Tel: [phone]
 Liam Beere
 Mario Fera

 Tavistock Communications Group (Financial Public Relations     Tel: [phone]
 Adviser to SCAMP)
 Jeremy Carey
 Richard Sunderland


Responsibility

The SCAMP Directors accept responsibility for all information in this
announcement. To the best of the knowledge and belief of the SCAMP Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this Announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.


General

UBS is acting exclusively as financial adviser to SCAMP and for no one else in
connection with the Offer and will not be responsible to anyone other than SCAMP
for providing the protections afforded to clients of UBS or for providing advice
in relation to the Offer, the contents of this announcement or any other matter
referred to therein.

This announcement is not intended to and does not constitute, or form any part
of, any offer to sell or any solicitation of any offer to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction.  Any acceptance or other response to the Offer should be made only
on the basis of the information contained or referred to in the Offer Document
and the Form of Acceptance.  The laws of relevant jurisdictions may affect the
availability of the Offer to persons not resident in the United Kingdom.
Persons who are not resident in the United Kingdom, or who are subject to the
laws of any jurisdiction other than the United Kingdom, should inform themselves
about and observe any applicable legal or regulatory requirements of their
jurisdiction.  The Offer Document is available for public inspection.

Unless otherwise determined by SCAMP, the Offer is not being made, directly or
indirectly, in, into or from or by the use of mails of, or by any means of
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or through any facilities
of a national securities exchange of the United States, Canada, Australia or
Japan and the Offer is not capable of acceptance by any such use, means,
instrumentality or facilities or from or within the United States, Canada,
Australia or Japan.  Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in, into or from
the United States, Canada, Australia or Japan and persons receiving this
announcement (including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in, into or from any
such jurisdiction.  Doing so may render invalid any purported acceptance of the
Offer. This announcement has been prepared for the purpose of complying with
English law and the City Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside England.




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            The company news service from the London Stock Exchange
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