Result of EGM

RNS Number:3060M
Fenner PLC
13 May 2005



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR SOUTH AFRICA

                             FOR IMMEDIATE RELEASE

                                    FENNER PLC
                                  RESULT OF EGM
                  OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

The Board of Fenner PLC ("Fenner") announces that, at the Extraordinary General
Meeting held earlier today, the Resolution which was set out in the Notice of
Extraordinary General Meeting included in the document dated 19 April 2005
relating to the Placing and Open Offer of 46,611,102 new Ordinary Shares and the
acquisition of the entire issued share capital of Wellington Holdings plc (the
"Offer") was passed without amendment.

All of the conditions to the Offer have now been satisfied or waived and the
Offer has been declared unconditional in all respects, save for Admission, which
is expected to occur on 20 May 2005. The Offer will remain open for acceptance
until further notice. Wellington Shareholders who wish to accept the Offer and
have not yet done so should despatch their Forms of Acceptance or follow the
procedure for electronic acceptance described in the Offer Document (as
applicable) as soon as possible.

Wellington Shareholders should note that application is to be made for the
cancellation of listing of Wellington Shares on the Official List and
cancellation of the trading of Wellington Shares on the London Stock Exchange's
market for listed securities with effect from 20 May 2005.

Settlement of the cash consideration due under the Offer in respect of valid
acceptances which have been received and are valid and complete in all respects
will be despatched on or before 3 June 2005 and the New Fenner Shares to be
issued as consideration under the Offer will be issued with effect from
Admission, which is expected to occur on 20 May 2005. Settlement of the
consideration in respect of further acceptances, which are valid and complete in
all respects, will be despatched within 14 days of receipt.

Terms defined in the offer document dated 19 April 2005 relating to the Offer
(the "Offer Document") have the same meanings when used in this announcement.

Fenner PLC
Mark Abrahams, Chief Executive                                 Tel: [phone]
Richard Perry, Group Finance Director

NM Rothschild & Sons Limited
(Financial Adviser and Sponsor to Fenner)
James Fenwick / Stephen Moore                                 Tel: [phone]

Collins Stewart Limited
(Corporate Broker to Fenner)
Chris Wells / Mark Connelly                                   Tel: [phone]

Weber Shandwick Square Mile
Nick Oborne                                                   Tel: [phone]

NM Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Fenner
PLC in connection with the Placing and Open Offer and Acquisition and no one
else and will not be responsible to anyone other than Fenner PLC for providing
the protections afforded to clients of NM Rothschild & Sons Limited nor for
providing advice in relation to the Placing and Open Offer and Acquisition, the
contents of this announcement, or any other matters referred to herein.

Collins Stewart Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Fenner PLC in
connection with the Placing and Open Offer. Collins Stewart Limited is also
corporate broker to Wellington Holdings plc. Collins Stewart Limited will not be
responsible to anyone other than Fenner PLC for providing the protections
offered to clients of Collins Stewart Limited nor for providing advice in
relation to the Offer and the Placing and Open Offer, the contents of this
announcement, or any other matters referred to herein.

Neither the Offer nor the Open Offer is being made, directly or indirectly, in
or into, or by the use of the mails, or by any means or instrumentality
(including, without limitation, facsimile transmission, internet, email, telex
or telephone) of interstate or foreign commerce, or of any facility of a
national securities exchange, of the United States, Canada, Australia, Japan,
the Republic of Ireland or South Africa and neither can, subject to certain
exceptions, be accepted by any such use, means instrumentality or facility or
from within the United States, Canada, Australia, Japan, the Republic of Ireland
or South Africa.

Neither the Offer nor the Open Offer constitutes an offer of securities for
sale, or the solicitation of an offer to buy securities in the United States and
the new Fenner Shares to be issued pursuant to the Offer and the Open Offer have
not been and will not be registered under the Securities Act, or under the laws
of any state, district or other jurisdiction of the United States or of Canada,
Australia, Japan, the Republic of Ireland or South Africa and no regulatory
clearances in respect of new Fenner Shares have been or will be, applied for in
any jurisdiction. Accordingly, unless an exemption under the Securities Act or
other relevant securities laws is applicable, the new Fenner Shares are not
being, and may not be offered, sold, resold, delivered or distributed, directly
or indirectly, in or into the United States or Canada, Australia, Japan, the
Republic of Ireland or South Africa or to, or for the account or benefit of, any
US person or person resident in Canada, Australia, Japan, the Republic of
Ireland or South Africa.

This press announcement has been issued by Fenner PLC and is the sole
responsibility of Fenner PLC.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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