Offer for Osborne & Little

RNS Number:1652N
O&L Acquisition PLC
04 July 2003


4 July 2003


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


                               RECOMMENDED OFFER


                                       by


                             ALTIUM CAPITAL LIMITED


                                  on behalf of


                              O&L ACQUISITION PLC


      to acquire the whole of the issued and to be issued share capital of


                              OSBORNE & LITTLE PLC


Summary


* The boards of Osborne & Little and O&L Acquisition, a
company formed specifically for the purpose of making the Offer and controlled
by certain of Osborne & Little's management and financed by HSBC Bank plc,
announce that agreement has been reached on the terms of a recommended offer, to
be made by Altium Capital on behalf of O&L Acquisition, to acquire the whole of
the issued and to be issued share capital of Osborne & Little.


* The Offer will be made on the following basis:

            for each Osborne & Little Share               215p in cash


* A Share Alternative will also be made available.


* The Offer values the existing issued share capital of
Osborne & Little at approximately #12.96 million. The Offer Price represents a
premium of approximately 16.2 per cent. over the Closing Price of 185p per
Osborne & Little Share on 27 March 2003, being the last business day prior to
the announcement by Osborne & Little that it was in discussions which might or
might not lead to an offer for the share capital of Osborne & Little. The Offer
Price also represents a premium of approximately 30.3 per cent. over the Closing
Price of 165p per Osborne & Little Share on 3 July 2003, being the last business
day prior to this announcement.


* In aggregate, O&L Acquisition has received irrevocable
undertakings to accept, or procure acceptance of, the Offer in respect of, in
aggregate, 4,598,840 Osborne & Little Shares, representing approximately 76.30
per cent. of the entire issued share capital of Osborne & Little.


* Having been so advised by KBC Peel Hunt, Charles Motley,
the Independent Director, considers the terms of the Offer to be fair and
reasonable so far as Shareholders are concerned. In providing Charles Motley
with advice, KBC Peel Hunt has taken account of his commercial assessments.
Charles Motley recommends that Shareholders accept the Offer. NCL Nominees
Limited has irrevocably undertaken (on behalf of Charles Motley and a related
trust) to accept the cash element of the Offer 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.


Commenting on the Offer, Charles Motley, the Independent Director of Osborne &
Little, said:


"The Offer gives Shareholders an opportunity to realise their investment in the
Company for cash at a time when market sentiment towards smaller companies is
increasingly negative."


Commenting on the Offer, Sir Peter Osborne, a director of O&L Acquisition, said:


"The acquisition of Osborne & Little will enable Osborne & Little Shareholders
to realise their investment in Osborne & Little for cash at a premium of
approximately 16.2 per cent. to the Closing Price on 27 March 2003, being the
last business day prior to the announcement by Osborne & Little that it was in
discussions which might or might not lead to an offer for the share capital of
Osborne & Little, at a time when the current trading environment shows no
indication of short term recovery. In addition, it removes from Osborne & Little
the financial, managerial and regulatory burdens of being a company whose shares
are admitted to trading on AIM. The Offer Price also represents a premium of
30.3 per cent. over the Closing Price of 165p per Osborne & Little Share on 3
July 2003, being the last business day prior to this announcement. Additionally,
negative market sentiment towards smaller quoted companies and the illiquidity
of the Osborne & Little Shares has significantly eroded the benefits to the
Company of maintaining its listing."


The conditions and certain further terms of the Offer are set out in Appendix I
to this announcement. Certain sources and bases of information set out in this
announcement are contained in Appendix II to this announcement. Appendix III to
this announcement contains details of the interests in Osborne & Little Shares
of the directors of O&L Acquisition, their close relatives and related trusts,
and, as far as the directors of O&L Acquisition are aware, of those persons
acting in concert with O&L Acquisition.


This summary should be read in conjunction with and is subject to the full text
of the attached announcement.


In a separate announcement, Osborne & Little is today making the preliminary
announcement of its results for the financial year ended 31 March 2003.


Appendix IV to this announcement contains definitions of certain expressions
used in this announcement.


Enquiries:

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



The Offer (including the Share Alternative) is not being made, directly or
indirectly, in, into or from the United States, or by use of the United States
mails, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone or e-mail) of United States interstate
or foreign commerce, or any facility of a national securities exchange of the
United States, Canada, Australia or Japan. Accordingly, this announcement,
copies of this announcement and any related documents are not being and must not
be mailed or otherwise distributed or sent in, into or from the United States,
Canada, Australia or Japan and persons receiving this document and any related
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from the United States,
Canada, Australia or Japan. All Osborne & Little Shareholders (including
nominees, trustees or custodians) who would, or otherwise intend to forward this
document, should inform themselves about and observe any applicable requirement.


The O&L Acquisition Shares will not be listed or traded on any stock exchange
and have not been, and will not be, registered under the Securities Act or under
the securities laws of any state of the United States; the relevant clearances
have not been, and will not be, obtained from the Securities Commission of any
province of Canada; no prospectus in relation to the O&L Acquisition Shares has
been, or will be, lodged with, or registered by, the Australian Securities and
Investments Commission and no steps will be taken to enable the O&L Acquisition
Shares to be offered in compliance with the applicable securities laws of Japan
or any other jurisdiction outside the United Kingdom. Accordingly, the O&L
Acquisition Shares may not (unless an exemption under relevant securities laws
is applicable) be offered, sold, resold, delivered or transferred, directly or
indirectly, in, into or from the United States, Canada, Australia or Japan or
any other jurisdiction outside the United Kingdom, where to do so would
constitute a violation of the relevant laws of such jurisdiction.


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.




4 July 2003


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


                               RECOMMENDED OFFER


                                       by


                             ALTIUM CAPITAL LIMITED


                                  on behalf of


                              O&L ACQUISITION PLC


      to acquire the whole of the issued and to be issued share capital of


                              OSBORNE & LITTLE PLC


1.            Introduction


The boards of Osborne & Little and O&L Acquisition, a company formed
specifically for the purpose of making the Offer and controlled by certain of
Osborne & Little's management and financed by HSBC Bank plc, announce that
agreement has been reached on the terms of a recommended offer, to be made by
Altium Capital on behalf of O&L Acquisition, to acquire the whole of the issued
and to be issued share capital of Osborne & Little.


2.            Recommendation


Having been so advised by KBC Peel Hunt, Charles Motley, the Independent
Director, considers the terms of the Offer to be fair and reasonable so far as
Shareholders are concerned. In providing Charles Motley with advice, KBC Peel
Hunt has taken account of his commercial assessments. Charles Motley recommends
that Shareholders accept the Offer. NCL Nominees Limited has irrevocably
undertaken (on behalf of Charles Motley and a related trust) to accept the cash
element of the Offer in respect of their aggregate holding of 15,000 Osborne &
Little Shares, representing approximately 0.25 per cent. of the entire issued
share capital of Osborne & Little.


The Offer gives Shareholders an opportunity to realise their investment in the
Company for cash at a time when market sentiment towards smaller companies is
increasingly negative. No approach has been made to Osborne & Little or to KBC
Peel Hunt by any third party or financial intermediary acting on behalf of a
third party which may have resulted in alternative proposals being put to
Shareholders.


The Offer Price represents a premium of approximately 16.2 per cent. over the
Closing Price of 185p per Osborne & Little Share on 27 March 2003, being the
last business day prior to the announcement by Osborne & Little that it was in
discussions which might or might not lead to an offer for the share capital of
Osborne & Little. The Offer Price also represents a premium of approximately
30.3 per cent. over the Closing Price of 165p per Osborne & Little Share on
3 July 2003, being the last business day prior to this announcement.



3.         The Offer


The Offer will be made on the following basis:


        for each Osborne & Little Share         215p in cash


The offer of 215p in cash for each Osborne & Little Share values the existing
issued share capital of Osborne & Little at approximately #12.96 million. The
Offer Price represents a premium of approximately 16.2 per cent. over the
Closing Price of 185p per Osborne & Little Share on 27 March 2003, being the
last business day prior to announcement by Osborne & Little that it was in
discussions which might or might not lead to an offer for the share capital of
Osborne & Little. The Offer Price also represents a premium of approximately
30.3 per cent. over the Closing Price of 165p per Osborne & Little Share on 3
July 2003, being the last business day prior to this announcement.


4.         The Share Alternative


Under the Offer, Osborne & Little Shareholders (other than Restricted Overseas
Persons) who validly accept the Offer may elect to receive O&L Acquisition
Shares in exchange for all of their Osborne & Little Shares instead of receiving
the cash consideration to which such Osborne & Little Shareholders would
otherwise be entitled under the Offer, on the following basis:


         for each Osborne & Little Share       one O&L Acquisition Share


5.            Irrevocable undertakings to accept the Offer


Since they wish to have an equity interest in O&L Acquisition, 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) have irrevocably
undertaken to accept the Offer and elect for the Share Alternative, 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). NCL
Nominees Limited has irrevocably undertaken (on behalf of Charles Motley and a
related trust) to accept the cash element of the Offer (but not to elect for the
Share Alternative) 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.


The irrevocable undertakings referred to above will remain binding even in the
event of a higher competing offer being made by a third party for Osborne &
Little.


In addition, O&L Acquisition has received an irrevocable undertaking from
R C Greig Nominees Limited (on behalf of Mr. Maxwell Ward and members of his
family) to accept the cash element of the Offer 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. This irrevocable
undertaking will cease to be binding in certain circumstances if a third party
makes a competing offer for Osborne & Little at a price higher than the Offer
Price.


O&L Acquisition has also received an irrevocable undertaking from BFS Small
Companies Dividend Trust plc to accept the cash element of the Offer in respect
of its holding of 75,000 Osborne & Little Shares, representing approximately
1.24 per cent. of the entire issued share capital of Osborne & Little. This
irrevocable undertaking will cease to be binding in certain circumstances if a
third party makes a competing offer for Osborne & Little at a price higher than
the Offer Price.


Accordingly, O&L Acquisition has received irrevocable undertakings to accept, or
procure acceptance of, the Offer in respect of, in aggregate, 4,598,840 Osborne
& Little Shares, representing approximately 76.30 per cent. of the entire issued
share capital of Osborne & Little.


6.            Disclosure of interests in Osborne & Little


Save as disclosed in Appendix III to this announcement, as at 3 July 2003, the
last business day prior to this announcement, neither O&L Acquisition, nor any
of its directors, their close relatives and related trusts, nor, so far as O&L
Acquisition are aware, any party acting in concert with O&L Acquisition, owned
or controlled Osborne & Little Shares or held any options to purchase Osborne &
Little Shares or had entered into any derivative referenced to Osborne & Little
Shares which remain outstanding. In the interests of confidentiality, O&L
Acquisition has not made enquiries in this respect of certain parties who may be
presumed by the Panel to be acting in concert with it for the purposes of the
Offer.


7.            Information on Osborne & Little


Osborne & Little is a designer and international distributor of fine furnishing
fabrics and wallpapers. Sales are made under the brand names 'Osborne & Little',
'Nina Campbell' and 'Liberty Furnishings'. With offices and showrooms in the UK
and US and agents in more than 58 other countries, Osborne & Little makes 67 per
cent. of its sales overseas.


In a separate announcement, Osborne & Little is today making its preliminary
announcement of its results for the financial year ended 31 March 2003. In the
financial year ended 31 March 2003, Osborne & Little reported turnover of #33.12
million (2002: #36.55 million) and a loss after tax of #0.56 million (2002: a
profit after tax of #0.24 million). Reported basic loss per share was 9.26p
(2002: basic earnings per share of 3.87p).


Sir Peter Osborne, Chairman and Managing Director of Osborne & Little, commented
in the preliminary announcement:


"There has been no indication in the first three months of the current year of a
recovery in the Company's two major markets, the UK and the United States. With
the dollar continuing its slide, it is very difficult to predict when the
position will stabilise. Whereas the strong euro has helped our European sales,
this positive impact is offset by substantial purchases of woven product in
euros.


Our strategy of cost-cutting will continue through what is proving to be a very
difficult period. We anticipate a sustained period of difficult trading
conditions."


8.            Information on O&L Acquisition


O&L Acquisition is a newly formed company incorporated in England and Wales
specifically for the purpose of making the Offer. The board of O&L Acquisition
comprises Sir Peter Osborne and Peter Soar, both of whom are existing Osborne &
Little Directors. Following the Offer becoming or being declared unconditional
in all respects, O&L Acquisition will be controlled by Sir Peter Osborne and
Antony Little (a non-executive director of Osborne & Little).


O&L Acquisition has not traded since the date of its incorporation and has not
entered into any obligations other than in connection with the Offer and the
financing thereof. Further information relating to O&L Acquisition, including
its financing, is set out in Appendix II to this document.


9.            Background to and reasons for the Offer


The board of O&L Acquisition believes that the acquisition of Osborne & Little
will enable Osborne & Little Shareholders to realise their investment in Osborne
& Little for cash at a premium of approximately 16.2 per cent. to the Closing
Price on 27 March 2003, being the last business day prior to announcement by
Osborne & Little that it was in discussions which might or might not lead to an
offer for the share capital of Osborne & Little, at a time when the current
trading environment shows no indication of short term recovery. In addition, it
removes from Osborne & Little the financial, managerial and regulatory burdens
of being a company whose shares are admitted to trading on AIM. The Offer Price
also represents a premium of 30.3 per cent. over the Closing Price of 165p per
Osborne & Little Share on 3 July 2003, being the last business day prior this
announcement.


Due to negative market sentiment towards smaller quoted companies and the
illiquidity of the Osborne & Little Shares, the directors of O&L Acquisition
believe that the benefits to the Company of maintaining its listing have been
significantly eroded.


Upon completion of the Offer, the board of O&L Acquisition intends to review the
strategy of Osborne & Little's business.


10.            Osborne & Little Share Option Schemes


All of the outstanding options granted under the Osborne & Little Share Option
Scheme have an exercise price far greater than the Offer Price. Accordingly, O&L
Acquisition does not intend to make any proposals to optionholders.


The Offer extends to any Osborne & Little Shares unconditionally allotted or
issued while the Offer remains open for acceptance (or until such earlier date
as, subject to the City Code or with the consent of the Panel, O&L Acquisition
may decide, being not earlier than the date on which the Offer becomes or is
declared unconditional as to acceptances, or if later, the final closing date of
the Offer), including those allotted or issued as a result of the exercise of
options under the Osborne & Little Share Option Scheme.


11.            Management and employees


The Independent Director has agreed to resign from the Board shortly after the
Offer becomes or is declared unconditional in all respects. None of the other
Osborne & Little Directors will resign from the Board upon the Offer becoming or
being declared unconditional in all respects.


The board of O&L Acquisition has given assurances to the Independent Director
that, following the Offer becoming or being declared unconditional in all
respects, the existing employment rights, including pension rights, of Osborne &
Little's employees will be fully safeguarded.


12.            Inducement fee agreement


Osborne & Little and O&L Acquisition have entered into an inducement fee
agreement. Under this agreement, as an inducement to O&L Acquisition to make the
Offer, Osborne & Little has agreed to pay O&L Acquisition a fee of #129,600 in
the event that:


(a)        a third party unconnected with O&L Acquisition makes an offer for
Osborne & Little at or above the Offer price (being 215p per Osborne & Little
Share) and such offer becomes or is declared unconditional in all respects (save
in circumstances where O&L Acquisition has released those persons who have given
irrevocable undertakings to accept the Offer from such undertakings); or


(b)        the Independent Director (for whatever reason) withdraws or adversely
alters his recommendation of the Offer.


The inducement fee agreement was a pre-condition of O&L Acquisition proceeding
with the Offer.


13.            Cancellation of admission to trading and compulsory acquisition


O&L Acquisition intends, following the Offer becoming or being declared
unconditional in all respects, to procure that Osborne & Little will apply for
the cancellation of the trading of Osborne & Little Shares on AIM. It is
anticipated that such cancellation will take effect not less than 20 business
days after the Offer becomes or is declared unconditional in all respects.


It is further intended that, following the Offer becoming or being declared
unconditional in all respects and following the cancellation of the admission to
trading referred to above, Osborne & Little will be re-registered as a private
company under the relevant provisions of the Companies Act.


If O&L Acquisition receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the Osborne & Little Shares to which
the Offer relates and the Offer becomes or is declared unconditional in all
respects, O&L Acquisition intends to exercise its rights pursuant to the
provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire
compulsorily all outstanding Osborne & Little Shares which have not been
assented to the Offer.


14.       General


The Offer will be made on the terms and subject to the conditions which are set
out in Appendix I to this announcement and on the further terms that will be set
out in the Offer Document and the Forms of Acceptance and such further terms as
may be required to comply with the provisions of the City Code. Details of the
sources and bases of information in respect of the information contained in this
announcement are contained in Appendix II to this announcement. Appendix III to
this announcement contains details of the interests in Osborne & Little Shares
of the directors of O&L Acquisition, their close relatives and related trusts,
and, as far as the directors of O&L Acquisition are aware, of those persons
acting in concert with O&L Acquisition.


O&L Acquisition and Osborne & Little intend that the Offer Document, setting out
the details of the Offer, will be posted to Osborne & Little Shareholders as
soon as reasonably practicable.


The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.


Appendix IV contains the definitions used in this announcement.


This announcement does not constitute an offer or an invitation to purchase any
securities.



Enquiries:

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


The directors of O&L Acquisition (being Sir Peter Osborne and Peter Soar) and
Antony Little in his capacity as a controlling shareholder of O&L Acquisition,
accept responsibility for the information contained in this announcement other
than that relating to Osborne & Little, the Osborne & Little Directors and
members of their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the directors of O&L
Acquisition and Antony Little (who have each taken all reasonable care to ensure
that such is the case), such information is in accordance with the facts and
does not omit anything likely to affect the import of such information.


The Osborne & Little Directors accept responsibility for the information
contained in this announcement relating to Osborne & Little, the Osborne &
Little Directors and members of their immediate families, related trusts and
persons connected with them (other than the recommendation in respect of the
Offer for which the Independent Director accepts responsibility). To the best of
the knowledge and belief of the Osborne & Little Directors (who have taken all
reasonable care to ensure that such is the case), such information is in
accordance with the facts and does not omit anything likely to affect the import
of such information.


The Independent Director accepts responsibility for his recommendation in
respect of the Offer. To the best of the knowledge and belief of the Independent
Director (who has taken all reasonable care to ensure that such is the case),
such information is in accordance with the facts and does not omit anything
likely to affect the import of such information.


The Offer will not be made, directly or indirectly, in or into the United
States, or by use of the United States mails, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone or
e-mail) of United States interstate or foreign commerce, or any facility of a
United States national securities exchange nor will it be made in Canada,
Australia or Japan. Accordingly, this announcement and copies of this
announcement must not be mailed or otherwise distributed or sent in, into or
from the United States, Canada, Australia or Japan and persons receiving this
announcement must not distribute or send it in, into or from the United States,
Canada, Australia or Japan.


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.


KBC Peel Hunt has given and not withdrawn its written consent to the issue of
this announcement with the inclusion herein of the references to its name in the
form and context in which they appear.


Altium Capital has given and not withdrawn its written consent to the issue of
this announcement with the inclusion herein of the references to its name in the
form and context in which they appear.


Altium Capital has approved this announcement as a financial promotion solely
for the purpose of section 21 of the Financial Services and Markets Act 2000.




                                   APPENDIX I


               Conditions and Certain Further Terms of the Offer


1.         The Offer will be subject to the following conditions:

(a)        valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by 3.00 pm on the First Closing Date (or such later time
(s) and/or date(s) as O&L Acquisition may, subject to the rules of the City
Code, decide) in respect of not less than 90 per cent. (or such lesser
percentage as O&L Acquisition may decide) in nominal value of the Osborne &
Little Shares to which the Offer relates, provided that this condition will not
be satisfied unless O&L Acquisition shall have acquired or agreed to acquire,
directly or indirectly, whether pursuant to the Offer or otherwise, Osborne &
Little Shares carrying, in aggregate, more than 50 per cent. of the voting
rights then normally exercisable at general meetings of Osborne & Little
including, for this purpose (to the extent, if any, required by the Panel) any
such voting rights attaching to any Osborne & Little Shares unconditionally
allotted or issued fully paid before the Offer becomes or is declared
unconditional as to acceptances (whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise).

For the purposes of this condition:

(i)         Osborne & Little Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights they will carry upon
issue;

(ii)        the expression "Osborne & Little Shares to which the Offer relates"
shall be construed in accordance with sections 428 to 430F (inclusive) of the
Companies Act; and

(iii)       valid acceptances shall be treated as having been received in
respect of any Osborne & Little Shares which O&L Acquisition shall have acquired
or contracted to acquire otherwise than by virtue of acceptances of the Offer
whilst the Offer remains open for acceptance and which, by virtue of section 429
(8) of the Companies Act, may be treated as acceptances of the Offer;

(b)        no relevant authority having, without the consent or agreement of O&L
Acquisition prior to the date the Offer becomes otherwise unconditional in all
respects, decided to take, institute or implement or threatened, and there not
continuing to be outstanding, any action, proceeding, suit, investigation,
enquiry or reference, and no relevant authority having required any action to be
taken or otherwise having done anything or having enacted, made or proposed any
statute, regulation, decision or order in each case which would or would
reasonably be likely to:

(i)         make the Offer, its implementation or the acquisition by O&L
Acquisition of any Osborne & Little Shares, or the proposed acquisition of
control of any member of the Wider Osborne & Little Group void, unenforceable
and/or illegal under the laws of any relevant jurisdiction or otherwise directly
or indirectly materially restrain, restrict, prohibit, delay or otherwise
materially interfere with the implementation of, or impose additional conditions
or obligations which are materially adverse with respect to, or otherwise
materially challenge or interfere with or require material amendment of the
Offer, its implementation or the acquisition of any Osborne & Little Shares or
the proposed acquisition of control of any member of the Wider Osborne & Little
Group by O&L Acquisition;

(ii)        require a divestiture by O&L Acquisition of any Osborne & Little
Shares or (to an extent which is material in the context of the Wider Osborne &
Little Group taken as a whole) any shares of any other member of the Wider
Osborne & Little Group;

(iii)       require a divestiture by O&L Acquisition or by any member of the
Wider Osborne & Little Group, in any such case, of all or any part of their
respective businesses, assets or properties or impose any limitation on the
ability of any of them to conduct all or any portion of their respective
businesses (or any of them) or to own all or any portion of their respective
assets or properties, in each case to an extent which is material in the context
of the Wider Osborne & Little Group taken as a whole;

(iv)       impose any limitation on, or result in a delay in, the ability of O&L
Acquisition to acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or other
securities (or the equivalent) in any member of the Wider Osborne & Little Group
or on the ability of O&L Acquisition to hold or to exercise effectively any
rights of ownership of shares or other securities in or to exercise management
control over any member of the Wider Osborne & Little Group in each case to an
extent which is material in the context of the Wider Osborne & Little Group
taken as a whole;

(v)        require O&L Acquisition or any member of the Wider Osborne & Little
Group to acquire, or offer to acquire, any shares or other securities (or the
equivalent) in any member of the Wider Osborne & Little Group or any asset owned
by any third party or to sell, or to offer to sell, any shares or other
securities (or the equivalent) in or any asset owned by any member of the Wider
Osborne & Little Group or by O&L Acquisition which, in each case, is material in
the context of the Wider Osborne & Little Group taken as a whole;

(vi)       result in any member of the Wider Osborne & Little Group ceasing to
be able to carry on business under any name which it presently does so where
such cessation would have a material and adverse effect on the Wider Osborne &
Little Group taken as a whole and, in the case of O&L Acquisition, where the
requirement for such cessation arises as a result of making the Offer; or

(vii)      otherwise affect adversely any or all of the business, assets,
profits or prospects of O&L Acquisition or any member of the Wider Osborne &
Little Group in any way which in each case is material in the context of the
Wider Osborne & Little Group taken as a whole;

and all applicable waiting and other time periods (including any
extension thereof) during which any relevant authority could decide to take,
institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction having expired, lapsed or been terminated;

(c)        all notifications, filings and applications (including such
notifications, filings and applications as may be required to national or
supranational merger authorities) having been made and all applicable waiting
and other time periods (including any extensions thereof) under any applicable
legislation and regulations in any jurisdiction having expired, lapsed or been
terminated and all statutory and regulatory obligations in any jurisdiction
having been complied with, in each case as may be necessary in connection with
the Offer, its implementation or the acquisition by O&L Acquisition of any
shares or other securities (or the equivalent) in, or control of, Osborne &
Little or any member of the Wider Osborne & Little Group and all authorisations
and determinations necessary or reasonably appropriate in any jurisdiction for
or in respect of the Offer or their implementation or the acquisition or the
proposed acquisition of any shares or other securities (or the equivalent) in,
or control of, Osborne & Little or any member of the Wider Osborne & Little
Group by O&L Acquisition having been obtained on terms and in a form reasonably
satisfactory to O&L Acquisition from all relevant authorities or persons with
whom any member of the Wider Osborne & Little Group has entered into contractual
arrangements and all such authorisations and determinations remaining in full
force and effect and there being no notice or intimation of an intention to
revoke, suspend, adversely restrict, adversely modify or not to renew such
authorisations and determinations at the time at which the Offer becomes or is
declared otherwise wholly unconditional, provided that such authorisations and
determinations shall not impose any conditions or require the taking or
refraining from taking of any action by O&L Acquisition or any member of the
Wider Osborne & Little Group which are material in the context of the Wider
Osborne & Little Group taken as a whole;

(d)        except as fairly disclosed in writing to O&L Acquisition or in the
Accounts or in any public announcement by Osborne & Little by the delivery of an
announcement to a Regulatory Information Service on or prior to 4 July 2003
(such disclosures being hereinafter referred to as being "publicly announced")
there being no provision of any arrangement, agreement, licence, permit, lease,
franchise or other instrument to which any member of the Wider Osborne & Little
Group is a party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject or any circumstance which, as a consequence
of the Offer or the acquisition or the proposed acquisition by O&L Acquisition
of any shares in Osborne & Little or because of a change in the control of any
member of the Osborne & Little Group or otherwise, could result in (to an extent
which is material in the context of the Wider Osborne & Little Group taken as a
whole):

(i)         any monies borrowed by, or any other indebtedness or liabilities,
actual or contingent, of or any grant available to any member of the Wider
Osborne & Little Group being or becoming repayable, or capable of being declared
repayable immediately or prior to its or their stated maturity or repayment
date, or the ability of any such member to borrow monies or incur any
indebtedness being or becoming capable of being withdrawn or inhibited;

(ii)        the rights, liabilities, obligations, interests or business of any
member of the Wider Osborne & Little Group under any such arrangement,
agreement, licence, permit, lease, franchise or instrument or the interests or
business of any member of the Wider Osborne & Little Group in or with any other
firm or company or body or person (or any agreement or arrangements relating to
any such business or interests) being or becoming capable of being terminated or
adversely modified or affected or any onerous obligation or any liability
arising or any adverse action being taken thereunder;

(iii)       any member of the Wider Osborne & Little Group ceasing to be able to
carry on business under any name under which it presently does so;

(iv)       any asset, property or interest of, or any asset the use of which is
enjoyed by, any member of the Wider Osborne & Little Group being or falling to
be disposed of or charged in any manner howsoever or any right arising under
which any such asset or interest could be required to be disposed of or charged
or could cease to be available to any member of the Wider Osborne & Little Group
other than in the ordinary course of business;

(v)        the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Wider Osborne & Little Group or O&L Acquisition or any such
mortgage, charge or other security interest (whether existing or having arisen)
becoming enforceable or being enforced;

(vi)       the respective financial or trading position or prospects of, any
member of the Wider Osborne & Little Group being prejudiced or adversely
affected to an extent which is material in the context of the Wider Osborne &
Little Group taken as a whole;

(vii)      the creation or assumption of any liability (actual or contingent) by
any member of the Wider Osborne & Little Group which liability is outside the
ordinary course of business and which is material in the context of the Wider
Osborne & Little Group taken as a whole; or

(viii)      any member of the Wider Osborne & Little Group being required to
acquire or repay any shares in and/or indebtedness of any member of the Wider
Osborne & Little Group owned by any third party;

and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, lease, franchise or other instrument to
which any member of the Wider Osborne & Little Group is a party or by or to
which any such member or any of its assets is or may be bound, entitled or
subject could result, to an extent which is material and adverse in the context
of the Wider Osborne & Little Group taken as a whole, in any of the events or
circumstances as are referred to in items (i) to (viii) inclusive of this
paragraph;

(e)        since 31 March 2003 and save as publicly announced, no member of the
Wider Osborne & Little Group having:-

(i)         issued or agreed to issue or authorised or proposed the issue of
additional shares of any class, or securities convertible into, or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such shares
or convertible securities (save as between Osborne & Little and wholly-owned
subsidiaries of Osborne & Little and save for the issue of Osborne & Little
Shares on the exercise of options granted under the Osborne & Little Share
Option Scheme);

(ii)        recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus in respect of shares, dividend or other
distribution whether payable in cash or otherwise (other than to Osborne &
Little or one of its wholly-owned subsidiaries);

(iii)       (save for transactions between members of the Wider Osborne & Little
Group) made any change in its loan capital or effected or implemented any merger
or demerger or acquired, disposed of, transferred, mortgaged, charged or granted
security over any body, corporate, partnership or business or acquired or
disposed of, or, other than in the ordinary course of business, transferred,
mortgaged or charged or created any security interest over, any asset or any
right, title or interest in any asset (including shares and trade investments)
or authorised, proposed or announced any intention to do so other than in the
ordinary course of business which, in any such case, is material in the context
of the Wider Osborne & Little Group taken as a whole;

(iv)       issued, authorised or proposed the issue of any debentures or (save
for transactions between members of the Wider Osborne & Little Group or
transactions carried out by members of the Wider Osborne & Little Group in the
ordinary course of business) incurred or increased any indebtedness or become
subject to any contingent liability which, in any such case, is material in the
context of the Wider Osborne & Little Group taken as a whole;

(v)        entered into or varied or announced its intention to enter into or
vary any contract, transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which is of a loss-making, long term, unusual
or onerous nature or magnitude, or which involves or could be reasonably
expected to involve an obligation of such a nature or magnitude which, in any
such case, is material in the context of the Wider Osborne & Little Group taken
as a whole;

(vi)       other than as agreed with O&L Acquisition, entered into or varied or
made any offer (which remains open for acceptance) to enter into or change the
terms of any contract, service agreement or arrangement with any director of
Osborne & Little;

(vii)      implemented, effected or authorised, proposed or announced its
intention to implement, effect, authorise or propose any reconstruction,
amalgamation, commitment, scheme or other transaction or arrangement which would
be materially restrictive on the business of the Wider Osborne & Little Group
taken as a whole;

(viii)      purchased, redeemed or repaid or proposed the purchase, redemption
or repayment of any of its own shares or other securities (or the equivalent) or
reduced or made any other change to any part of its share capital save for
transactions between members of the Wider Osborne & Little Group and for any
issue of Osborne & Little Shares pursuant to the Osborne & Little Share Option
Scheme;

(ix)       waived or compromised any claim other than in the ordinary course of
business where such claim is material to the Wider Osborne & Little Group taken
as a whole;

(x)        made any alteration to its memorandum or articles of association or
other constitutional documents;

(xi)       taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it for its winding-up (voluntary or otherwise),
dissolution, reorganisation or for the appointment of any administrator,
receiver, administrative receiver, trustee or similar officer or other
encumbrancer of all or any of its assets or revenues or any analogous event,
proceedings or steps having occurred in any jurisdiction or had any analogous
person appointed;

(xii)      been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;

(xiii)      entered into any contract, commitment, agreement or arrangement or
passed any resolution or made any offer (which remains open for acceptance) with
respect to, or authorised or announced any intention to effect or propose, any
of the transactions, matters or events referred to in this condition;

(xiv)     made or agreed or consented to any significant change to the terms of
the trust deeds constituting the pension schemes established for its directors,
employees or their dependants or to the benefits which accrue, or to the
pensions which are payable, thereunder, or to the basis on which qualification
for, or accrual or entitlement to, such benefits or pensions are calculated or
determined or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to any change to
the trustees including the appointment of a trust corporation;

(xv)      proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider Osborne & Little
Group in any case in a manner which is material in the context of the Wider
Osborne & Little Group taken as a whole;

(f)         since 31 March 2003 and save as publicly announced:

(i)         there having been no receiver, administrative receiver or other
encumbrancer appointed over any part of the assets of any member of the Wider
Osborne & Little Group which in any such case is material in the context of the
Wider Osborne & Little Group taken as a whole;

(ii)        there having been no material adverse change in the business,
assets, financial or trading position or profits or prospects of any member of
the Wider Osborne & Little Group;

(iii)       no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or against or
remaining outstanding against any member of the Wider Osborne & Little Group or
to which any member of the Wider Osborne & Little Group is or could become a
party (whether as plaintiff or claimant or defendant or otherwise) and which is
outside the ordinary course of business which, in any such case, is material in
the context of the Wider Osborne & Little Group taken as a whole; or

(iv)       no contingent or other liability having arisen which could adversely
affect the business, assets, financial or trading position or profits or
prospects of any member of the Wider Osborne & Little Group and which is outside
the ordinary course of business and which is material in the context of the
Wider Osborne & Little Group taken as a whole; or

(g)        O&L Acquisition not having discovered that:

(i)         any financial, business or other information concerning the Wider
Osborne & Little Group publicly announced or disclosed to or on behalf of O&L
Acquisition at any time by or on behalf of any member of the Wider Osborne &
Little Group is misleading in any material respect, contains a material
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading in any material respect to an
extent which is in any such case material in the context of the Wider Osborne &
Little Group taken as a whole;

(ii)        any present member of the Wider Osborne & Little Group is subject to
any liability, contingent or otherwise, which is not disclosed in the Accounts
and which is outside the ordinary course of business and which is material in
the context of the Wider Osborne & Little Group taken as a whole.

For the purposes of these conditions:

            "Accounts" has the meaning set out in the definitions section of
this document;

            "authorisations" means authorisations, orders, grants, recognitions,
certifications, confirmations, consents, licences, clearances, exemptions,
permissions and approvals;

            "relevant authority" means any government, government department or
governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, court, stock exchange, trade agency, professional
association or institution, environmental body or any other person or body
whatsoever in any jurisdiction; and

            "Wider Osborne & Little Group" means Osborne & Little and its
subsidiary undertakings, associated companies and any other undertaking or
partnership or company in which Osborne & Little and such undertakings
(aggregating their interests) have a substantial interest and the expressions
"subsidiary undertaking", "associated undertaking", "holding company" and
"undertaking" shall have the meaning given by the Companies Act (but for this
purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Companies Act) and
"substantial interest" means a direct or indirect interest in 20 per cent. or
more of the equity share capital (as defined in the Companies Act) of any
undertaking.



Certain Further Terms of the Offer

2.         O&L Acquisition reserves the right (but shall be under no obligation)
to waive all or any of conditions (b) to (g) inclusive, in whole or in part.
Conditions (b) to (g) (inclusive), if not waived (where permitted), must be
fulfilled or (if capable of being waived) waived, or where appropriate have been
determined by O&L Acquisition to be or remain satisfied within 21 days after the
later of the First Closing Date and the date on which condition (a) is fulfilled
(or in each case such later date as the Panel may agree) following which the
Offer will lapse. O&L Acquisition reserves the right, subject to the consent of
the Panel, to extend the time allowed under the City Code for satisfaction of
condition (a) until such time as conditions (b) to (g) inclusive have been
satisfied, fulfilled or waived. O&L Acquisition shall be under no obligation to
waive, to determine to be or treat as fulfilled any of conditions (b) to (g)
inclusive by a date earlier than the date specified above for the fulfilment
thereof notwithstanding that the other conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are, at such earlier
date, no circumstances indicating that any of such conditions may not be capable
of fulfilment.

3.         If O&L Acquisition is required by the Panel to make an offer for
Osborne & Little Shares under the provisions of Rule 9 of the City Code, O&L
Acquisition may make such alterations to the above conditions of the Offer,
including condition (a), as are necessary to comply with the provisions of that
Rule.

4.         Except with the consent of the Panel, the Offer will lapse if it (or
any matter arising therefrom) is referred to the Competition Commission before
the later of 3.00 pm on the First Closing Date and the date on which the Offer
becomes or is declared unconditional as to acceptances. If the Offer lapses, the
Offer will cease to be capable of further acceptance and persons accepting the
Offer, Altium Capital and O&L Acquisition will cease to be bound by Forms of
Acceptance submitted at or before the time when the Offer lapses.

5.         The Osborne & Little Shares, which are the subject of the Offer, will
be acquired fully paid and free from all liens, charges, equities, equitable
interests, encumbrances, rights of pre-emption or other third party rights of
any nature and together with all rights now and in future attaching thereto,
including the right to receive in full and retain all dividends and other
distributions (if any) declared, paid or made on or after 4 July 2003.



                                  APPENDIX II


                Bases of calculations and sources of information


(A)       The value of the whole of the issued ordinary share capital of Osborne
& Little is based on the number of 6,027,427 shares in issue.

(B)       The financial information on Osborne & Little which is contained in
this announcement has been extracted from Osborne & Little's audited accounts
for the financial years ended 31 March 2001, 31 March 2002 and 31 March 2003.


(C)       The Closing Price of an Osborne & Little Share is based on the middle
market price of an Osborne & Little Share derived from the Stock Exchange Daily
Official List published by the London Stock Exchange.



                                  APPENDIX III


                Disclosure of interests in Osborne & Little plc


The directors of O&L Acquisition, their close relatives and related trusts and,
as far as the directors of O&L Acquisition are aware, of those persons acting in
concert with O&L Acquisition own or control the following Osborne & Little
Shares:

Name of Shareholder                                       Number of  Percentage
                                                          Osborne &          of
                                                      Little Shares   Osborne &
                                                                         Little
                                                                         Shares
                                                          
                                                      
Trustees of the Sir Peter Osborne 1984 Settlement           863,732      14.33%
Trustees of the Sir Peter Osborne 1994 Settlement             6,833       0.11%
Trustees of the Vinnicks Trust                              175,400       2.91%
Sir Peter Osborne                                           447,500       7.42%
Antony Little                                             1,262,200      20.94%
Jennifer Little                                             465,000       7.71%
Trustees of the West Kington Trust                          272,800       4.53%
Trustees of the Osborne & Little 1986 Pension Fund          523,000       8.68%
Peter Worsfold                                               80,000       1.33%
Brenda Worsfold                                              49,500       0.82%
Trustees of the P. Worsfold Trust                            40,000       0.66%
Peter Soar                                                   25,000       0.41%
Alison Soar                                                  10,000       0.17%
Graham Noakes                                                10,000       0.17%
Elizabeth Ockford                                             1,375       0.02%



                                  APPENDIX IV


                                  Definitions


The following definitions apply throughout this announcement, unless the context
otherwise requires:

"Accounts"       the report and accounts of Osborne & Little for the year ended
                 31 March 2003
"AIM"            the Alternative Investment Market of the London Stock
                 Exchange
"Altium          Altium Capital Limited
Capital"
"Australia"      the Commonwealth of Australia, its states, territories and
                 possessions
"Board" or       the board of directors of Osborne & Little
"Osborne &
Little Board"
"business day"   a day (other than a Saturday or a Sunday) on which banks are
                 generally open for business in the City of London
"Canada"         Canada, its provinces and territories and all areas subject to
                 its jurisdiction and any political subdivision thereof
"City Code"      the City Code on Takeovers and Mergers
"Closing         the closing middle market price of Osborne & Little Shares as
Price"           derived from SEDOL for the relevant date
"First Closing   25 July 2003 (or such other date as O&L Acquisition may,
Date"            subject to the provisions of the Code, decide)
"Form of         the form of acceptance, election and authority for use in
Acceptance"      connection with the Offer
"Independent     Charles Osburn Motley
Director"
"Japan"          Japan, its cities and prefectures, territories and
                 possessions
"KBC Peel        KBC Peel Hunt Ltd
Hunt"
"London Stock    London Stock Exchange plc
Exchange"
"O&L             O&L Acquisition plc
Acquisition"
"O&L Acquisition O&L Acquisition and its subsidiaries and subsidiary
Group"           undertakings from time to time
"O&L Acquisition ordinary shares of #1.00 each in the capital of O&L
Shares"          Acquisition
"Offer Price"    the price of 215p per Osborne & Little Share to be paid in cash
                 pursuant to the Offer
"Offer"          the recommended offer being made by Altium Capital on behalf of
                 O&L Acquisition to acquire all of the issued and to be issued
                 Osborne & Little Shares on the terms and subject to the
                 conditions set out in this document and the Form of Acceptance
                 (including where the context so requires and subsequent
                 revision, variation, extension or renewal thereof)
"Osborne &       Osborne & Little plc
Little" or the
"Company"
"Osborne &       the directors of Osborne & Little, as at the date of this
Little           document
Directors" or
"Directors"
"Osborne &       Osborne & Little and its subsidiaries and subsidiary
Little Group" or undertakings from time to time
"Group"
"Osborne &       the Osborne & Little plc Executive Share Option Scheme
Little Share
Option Scheme"
"Osborne &       ordinary shares of 5p each in the capital of Osborne & Little
Little Shares"
"Osborne &       holders of Osborne & Little Shares
Little
Shareholders" or
"Shareholders"
"Panel"          the Panel on Takeovers and Mergers
"Receiving       Capita IRG plc in its capacity as receiving agent for the
Agent"           purposes of the Offer
"Regulatory      a service approved by the London Stock Exchange for the
Information      distribution to the public of AIM announcements and included
Service"         within the list maintained on the London Stock Exchange's
                 website
"Restricted      a person (including an individual, partnership, unincorporated
Overseas         syndicate, unincorporated organisation, trust, trustee,
Person"          custodian, executor, administrator or other legal
                 representative) in or resident in, Canada, Australia or Japan
                 or a US Person
"Securities      the United States Securities Act of 1933, as amended
Act"
"SEDOL"          the Stock Exchange Daily Official List published by the London
                 Stock Exchange
"Share           the arrangements pursuant to which Osborne & Little
Alternative"     Shareholders (other than certain overseas shareholders) who
                 validly accept the Offer may elect to receive O&L Acquisition
                 Shares instead of all of the cash consideration to which they
                 would otherwise be entitled under the Offer
"Shareholders    the shareholders agreement dated 4 July 2003 between Sir Peter
Agreement"       Osborne, Antony Little and O&L Acquisition
"United Kingdom" the United Kingdom of Great Britain and Northern Ireland
or "UK"
"United          the United States of America, its territories and possessions,
States"          any state of the United States of America and the District of
                 Columbia, and all other areas subject to its jurisdiction
"US Person(s)"   has the meaning ascribed to it by Regulation S promulgated
                 under the Securities Act


The terms "subsidiary" and "subsidiary undertakings" as used in these
definitions shall have the meanings given by the Companies Act.


All references to legislation in this announcement are to English legislation,
unless the contrary is indicated. Any reference to any provision of any
legislation should include any amendment, modification, re-enactment or
extension thereof.


The singular shall include the plural and vice versa, and words importing the
masculine gender shall include the feminine or neutral gender.







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

END
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