Offer Wholly Unconditional

RNS Number:0032O
O&L Acquisition PLC
28 July 2003


EMBARGOED UNTIL 7.00 A.M. MONDAY 28 JULY


              O&L Acquisition plc - Offer for Osborne & Little plc

                           Offer Wholly Unconditional


This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia or Japan


On 4 July 2003 Altium Capital made an offer (the "Offer"), on behalf of O&L
Acquisition plc ("O&L Acquisition"), for the whole of the issued and to be
issued share capital of Osborne & Little plc ("Osborne & Little"). O&L
Acquisition is pleased to announce that all of the conditions of the Offer have
now been satisfied or waived. Accordingly, the Offer is now declared
unconditional in all respects.


Settlement of the consideration due to Osborne & Little Shareholders who have
validly accepted the Offer will be effected in accordance with the terms of the
Offer. The Offer (including the Share Alternative) will remain open for
acceptance until further notice.


As at 3.00 p.m. on 25 July 2003, being the first closing date of the Offer,
valid acceptances of the Offer had been received in respect of a total of
5,812,693 Osborne & Little Shares, representing approximately 96.43 per cent. of
the entire issued share capital of Osborne & Little. Such figures have been
confirmed by Capita IRG plc, who are acting as receiving agent to the Offer.


These acceptances include valid acceptances in respect of 4,598,840 Osborne &
Little Shares, representing in aggregate approximately 76.30 per cent. of the
entire issued share capital of Osborne & Little, received from:

(i) all of the Osborne & Little Directors, except Charles Motley, on
    behalf of themselves and their respective immediate families and related 
    trusts and connected persons (within the meaning of section 346 of the 
    Companies Act) in respect of, in aggregate, 4,232,340 Osborne & Little 
    Shares (representing approximately 70.22 per cent. of the entire issued 
    share capital of Osborne & Little);


(ii)NCL Nominees Limited (on behalf of Charles Motley and a related
    trust), in respect of an aggregate holding of 15,000 Osborne & Little Shares
    (representing approximately 0.25 per cent. of the entire issued share 
    capital of Osborne & Little);


(iii)RC Greig Nominees Limited (on behalf of Mr. Maxwell Ward and members
    of his family), in respect of, in aggregate, 276,500 Osborne & Little Shares
    (representing approximately 4.59 per cent. of the entire issued share 
    capital of Osborne & Little); and


(iv)BFS Small Companies Dividend Trust plc, in respect of 75,000 Osborne
    & Little Shares (representing approximately 1.24 per cent. of the entire 
    issued share capital of Osborne & Little);


    in each case pursuant to irrevocable undertakings to accept the Offer 
    received by O&L Acquisition.


Immediately prior to 27 March 2003 (being the business day prior to the
commencement of the Offer Period), as far as O&L Acquisition is aware, persons
acting or deemed to be acting in concert with O&L Acquisition, owned or
controlled 4,232,340 Osborne & Little Shares (representing approximately 70.22
per cent. of the entire issued share capital of Osborne & Little). As far as O&L
Acquisition is aware, acceptances of the Offer have been received in respect of
all Osborne & Little Shares held by persons acting or deemed to be acting in
concert with O&L Acquisition.


Save as disclosed above, neither O&L Acquisition nor so far as O&L Acquisition
is aware, any person acting or deemed to be acting in concert with O&L
Acquisition owned or controlled any Osborne & Little Shares (or rights over such
shares) immediately prior to 27 March 2003 (being the business day prior to the
commencement of the Offer Period), or, since that date has acquired or agreed to
acquire any Osborne & Little Shares (or rights over such shares) and no
acceptances of the Offer have been received from such persons acting or deemed
to be acting in concert with O&L Acquisition.


As sufficient acceptances have been received under the Offer, O&L Acquisition
intends to implement the provisions of sections 428 to 430F of the Companies Act
to acquire compulsorily all outstanding Osborne & Little Shares. A letter,
together with a statutory notice pursuant to section 429 of such Act, will
shortly be posted to Shareholders who have not yet accepted the Offer.


O&L Acquisition will procure that Osborne & Little applies for the cancellation
of the admission to trading of Osborne & Little Shares on AIM. It is anticipated
that such cancellation will take effect on 22 August 2003, being the date twenty
business days from this date. Following cancellation of admission to trading,
Osborne & Little Shares will no longer be traded on a recognised investment
exchange and accordingly there will be no market for Osborne & Little Shares and
they may be difficult to sell. In addition, Osborne & Little and O&L Acquisition
will each be re-registered as a private company in due course.


Osborne & Little Shareholders are urged to accept the Offer without delay, as
this will enable them to receive the consideration under the Offer sooner than
under the compulsory acquisition procedures referred to above. Additional Forms
of Acceptance are available from Capita IRG plc on 0870 162 3100.


The expressions used in this announcement shall, unless the context otherwise
requires, bear the same respective meanings as in the Offer Document posted to
Osborne & Little Shareholders on 4 July 2003.


For further information, please contact:


Sir Peter Osborne / Peter Soar                       Tel: [phone]
Chairman / Finance Director
Osborne & Little PLC

Garry Levin / Mark Dickenson / Alexander Church      Tel: [phone]
Altium Capital Limited


Simon Hayes / Megan MacIntyre                        Tel: [phone]
KBC Peel Hunt Ltd


Altium Capital, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for O&L Acquisition as financial
adviser within the meaning of the rules of the Financial Services Authority and
for no one else in connection with the Offer and is not advising any other
person or treating any other person as its client in relation thereto and will
not be responsible to anyone other than O&L Acquisition for providing the
protections afforded to clients of Altium Capital, or for giving advice to any
other person in relation to the Offer, the contents of this announcement or any
other matter referred to herein.


KBC Peel Hunt, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Osborne & Little as financial
adviser within the meaning of the rules of the Financial Services Authority and
for no one else in connection with the Offer and is not advising any other
person or treating any other person as its client in relation thereto and will
not be responsible to anyone other than Osborne & Little for providing the
protections afforded to clients of KBC Peel Hunt, or for giving advice to any
other person in relation to the Offer, the contents of this announcement or any
other matter referred to herein.






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

END
OUPVELFLXDBLBBV